Form 8-K

8-K — Medalist Diversified, Inc.

Accession: 0001104659-26-115493

Filed: 2026-10-13

Period: 2026-10-09

CIK: 0001654595

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — mdrr-20261009x8k.htm (Primary)

EX-10.1 (mdrr-ex10d1.htm)

EX-10.2 (mdrr-ex10d2.htm)

EX-10.3 (mdrr-ex10d3.htm)

EX-10.4 (mdrr-ex10d4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: mdrr-20261009x8k.htm · Sequence: 1

Medalist Diversified, Inc._October 9, 2026

0001654595false00016545952026-10-092026-10-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 13, 2026 (October 9, 2026)

Medalist Diversified, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

001-38719

47-5201540

(State or other jurisdiction of incorporation

or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

P.O. Box 8436

Richmond, VA 23226

(Address of principal executive offices)

(804) 338-7708

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of each Exchange

on Which Registered

Trading

Symbol(s)

Common Stock, $0.01 par value

Nasdaq Capital Market

MDRR

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement

As previously announced, on September 1, 2026, Medalist Diversified, Inc. (the “Company” ), through its wholly owned subsidiary, MDI Mira Sav, LLC (“MDI Mira Sav”), entered into a joint venture, MIRA Sav Partners, LLC (the “Mira JV”) with Spandrel Development Partners, LLC (“Spandrel”), a real estate developer, and certain other investors, including Frank Kavanaugh, the Company’s Chief Executive Officer and Emanuel Neuman, a member of the Company’s Board of Directors. The Company committed to contribute $4.0 million to the Mira JV for an approximately 42% preferred equity interest in such joint venture. Spandrel, Mr. Kavanaugh and Mr. Neuman hold a 37%, 11% and 11% common equity interest in the Mira JV, respectively.

On October 9, 2026, Mira JV, through a wholly-owned subsidiary, MIRA Sav Property, LLC, as borrower (the “Borrower”), entered into a Loan and Security Agreement (the “Loan Agreement”), with GLP 2505 LLC, a Delaware limited liability company, as lender (the “Lender”), and River Rock Associates LLC, as servicer (the “Servicer”). In connection with the Loan Agreement, and as described further below, Medalist Diversified Holdings, LP, a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership”), entered into the Non-Recourse Guaranty, the Completion Guaranty and the Environmental Indemnity. The following is a summary of the material terms of the Loan Agreement, which is provided for context.

Loan Agreement

Pursuant to the Loan Agreement, the Lender agreed to make a construction loan to Borrower in a maximum aggregate principal amount of $13,800,000 (the “Loan”) for the purpose of financing the development of a multifamily townhome project located at 1025 West Gwinnett Street, Savannah, Georgia 31415 (the “Property”). The Loan proceeds are structured as follows: (i) an initial funding of $5,050,000 advanced on the closing date and (ii) $8,750,000 held as construction reserve funds, to be advanced in accordance with the terms and conditions of the Loan Agreement.

Interest Rate. The Loan bears interest at a variable rate per annum equal to the greater of (i) 11.5% or (ii) the Wall Street Journal Prime Rate plus 4.75%, with a floor of 11.5%, adjusted on the first day of each interest period.

Maturity. The Loan matures on October 9, 2027. Borrower has the option to extend the maturity date for up to three additional periods, subject to satisfaction of specified extension conditions.

Prepayment. Borrower may prepay the Loan in whole (but not in part) upon at least 30 days’ written notice to the Lender, subject to payment of all accrued and unpaid interest and other amounts then owing. Regardless of the date of prepayment, Borrower is obligated to pay minimum aggregate interest of $940,000 during the initial term of the Loan; to the extent actual interest payments are less than such amount, the shortfall is payable as a prepayment penalty.

Security. The Loan is secured by, among other things, a first-priority mortgage lien on the Property, an assignment of contracts, licenses, permits, and warranties relating to the Property, a pledge of the membership interests in Borrower held by Mira JV pursuant to a Guaranty and Pledge Agreement, and a security interest in all personal property of Borrower.

Covenants. The Loan Agreement contains customary affirmative and negative covenants for a construction loan of this type, including covenants relating to maintenance of the Property and construction budget, restrictions on additional indebtedness, restrictions on transfers of the Property or ownership interests in Borrower (subject to certain permitted transfers), compliance with applicable law (including environmental law), and maintenance of required insurance.

Events of Default. The Loan Agreement contains customary events of default, including, among others, failure to make payments when due, material misrepresentation, breach of covenants, any voluntary or involuntary transfer or encumbrance of the Property or the collateral outside of permitted transfers, dissolution or insolvency of Borrower, Mira JV, or a guarantor, bankruptcy or similar proceedings, cross-default with other indebtedness of Borrower. Upon an event of default, all outstanding obligations under the Loan Agreement may be accelerated and become immediately due and payable, and interest accrues at a default rate.

Guaranties and Environmental Indemnity

On October 9, 2026, the Operating Partnership agreed to provide a limited guaranty (the “Non-Recourse Guaranty”) with respect to the Loan Agreement. Under the Non-Recourse Guaranty, the Operating Partnership and Spandrel Sponsors Fund II, LP as co-Guarantor (the “Co-Guarantor” and, together with the Operating Partnership, the “Guarantors”), have provided a guaranty with respect to certain potential costs, expenses, losses, damages and other sums for which Borrower is directly liable under the Loan Agreement, including losses or damages that may result from certain intentional actions committed by Borrower in violation of the Loan Agreement. The Operating Partnership is also providing a guaranty of the principal balance and any interest or other sums outstanding under the Loan Agreement or any other loan document (as defined in the Loan Agreement) in the event of certain bankruptcy or insolvency proceedings and certain other specified events involving Borrower, the Operating Partnership or the Co-Guarantor.

In addition, on October 9, 2026, the Operating Partnership, along with the Co-Guarantor, agreed to a completion guaranty (the “Completion Guaranty”), which, among other things, guarantees to Lender the completion of the development and construction of the improvements to the Property in accordance with the approved plans and the Loan Agreement, including the obligation to fund any cost overruns necessary to achieve completion.

On October 9, 2026, the Operating Partnership also entered into an environmental indemnity agreement (the “Environmental Indemnity”) in favor of the Lender, under which the Operating Partnership, the Co-Guarantor and Borrower agreed to indemnify the Lender for certain environmental liabilities relating to the Property.

The foregoing description is only a summary of the material provisions of the Non-Recourse Guaranty, the Completion Guaranty and the Environmental Indemnity and are qualified in their entirety by reference to the full text of the Non-Recourse Guaranty, the Completion Guaranty and the Environmental Indemnity, which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and incorporated by reference herein.

Contribution Agreement

Concurrently with the execution of the Non-Recourse Guaranty, Completion Guaranty and Environmental Indemnity, and as a condition of the Operating Partnership and the Co-Guarantor agreeing to execute and deliver such agreements, the Operating Partnership, MDI Mira Sav, the Co-Guarantor and MIRA SAV Venture, LLC (“MSV”), entered into a Contribution Agreement, dated as of October 9, 2026 (the “Contribution Agreement”), which governs the allocation of losses and costs between the Operating Partnership and the Co-Guarantor arising under the Non-Recourse Guaranty, the Completion Guaranty and the Environmental Indemnity.

Pursuant to the Contribution Agreement, losses under the Non-Recourse Guaranty, the Completion Guaranty and the Environmental Indemnity (other than ordinary principal and interest repayment obligations, which are allocated pro rata) are allocated as follows: (i) losses that are not attributable to the fault of either Guarantor are shared between the Operating Partnership and the Co-Guarantor based on their respective pro rata shares of the Mira JV as determined in accordance with the Mira JV’s operating agreement; (ii) losses solely attributable to the fraud, bad faith, gross negligence, or willful misconduct of the Operating Partnership or its affiliates are borne 100% by the Operating Partnership; and (iii) losses solely attributable to the fraud, bad faith, gross negligence, or willful misconduct of Co-Guarantor or its affiliates are borne 100% by Co-Guarantor. Cost overruns under the Completion Guaranty that are the sole responsibility of MSV pursuant to the Mira JV’s operating agreement are borne 100% by the Co-Guarantor (subject to certain exceptions).

Each Guarantor that pays more than its allocated share of any loss or repayment cost is entitled to indemnification or reimbursement from the other Guarantor for such excess amount, payable within 15 days of written notice. Amounts not timely reimbursed bear interest at 18% per annum (or the maximum lawful rate, if lower) and may be treated as contribution loans under the Mira JV’s operating agreement, with corresponding dilutive consequences for the non-paying party’s interest in Mira JV.

The Contribution Agreement survives until the later of (i) two years after the Lender releases both Guarantors in full from each of the Non-Recourse Guaranty, the Completion Guaranty and the Environmental Indemnity and (ii) the expiration of all applicable statutes of limitation with respect to the matters giving rise to obligations thereunder.

The foregoing description is only a summary of the material provisions of the Contribution Agreement and is qualified in its entirety by reference to the full text of the Contribution Agreement, which is filed as Exhibit 10.4, and incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure pertaining to the Non-Recourse Guaranty, the Completion Guaranty, the Environmental Indemnity and the Contribution Agreement set forth under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Non-Recourse Carveout Guaranty, dated October 9, 2026

10.2

Completion Guaranty, dated October 9, 2026

10.3

Environmental Indemnity, dated October 9, 2026

10.4

Contribution Agreement, dated October 9, 2026

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MEDALIST DIVERSIFIED, INC.

Dated: October 13, 2026

By:

/s/ C. Brent Winn, Jr.

C. Brent Winn, Jr.

Chief Financial Officer

EX-10.1

Filename: mdrr-ex10d1.htm · Sequence: 2

EXHIBIT 10.1

NON-RECOURSE CARVEOUT GUARANTY

NON-RECOURSE CARVEOUT GUARANTY (this “Agreement”), dated as of October 9, 2026, made by (i) Spandrel Sponsors Fund II, LP, a Delaware limited partnership, having a primary place of business at c/o Spandrel Development Partners, 370 Lexington Avenue, Suite 700, New York, New York 10017, and (ii) Medalist Diversified Holdings, L.P., a [Delaware] limited partnership, having a primary place of business at c/o Medalist Diversified, Inc., P.O. Box 8436, Richmond, Virginia 23226 (each a “Guarantor” and, collectively, “Guarantors”), in favor of Lender GLP 2505 LLC, a Delaware limited liability company (together with its successors and assigns, the “Lender”)

A.Mira SAV Property, LLC, a Delaware limited liability company (“Borrower”), is party to that certain Loan and Security Agreement, dated as of the date first above written (as amended, amended and restated, supplemented, extended, replaced, refinanced or otherwise modified from time to time, the “Loan Agreement”), by and between Borrower and Lender, and pursuant thereto, delivered to Lender a Note evidencing a loan made thereunder by Lender to Borrower in the principal amount of Thirteen Million Eight Hundred Thousand and No/100 Dollars ($13,800,000.00) (as amended, amended and restated, supplemented, extended, replaced, refinanced or otherwise modified from time to time, the “Note”).

B.Guarantors, directly or indirectly, are the legal and beneficial owner of issued and outstanding equity interests of Borrower (the “Equity Interests”), and shall derive direct and indirect benefit from the loan made under the Note.

C.It is a condition precedent to the obligation of Lender to make the loan under the Loan Agreement that Guarantors shall have executed and delivered this Guaranty in favor of Lender.

NOW, THEREFORE, in consideration of the premises and to induce Lender to make the loan under the Loan Agreement, Guarantors jointly and severally hereby agrees with and for the benefit of Lender as follows:

ARTICLE I

CERTAIN DEFINITIONS

1.1.Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.

1.2.As used herein, the following terms used herein shall have the following respective meanings:

(a)“Guaranteed Obligations” means, collectively:

(i)in the event that any Specified Event (as hereafter defined) shall have occurred, all of the Obligations, including, without limitation, the obligations of Borrower now or hereafter existing under the Note, the Loan Agreement and

the other Loan Documents, whether for principal, interest (including without limitation interest accruing after the filing of any petition in bankruptcy or suspension of payments or the commencement of any insolvency, reorganization, arrangement, adjustment or like proceeding, relating to Borrower, whether or not allowable as a claim), fees, expenses (including attorneys’ fees and expenses), indemnities or otherwise;

(ii)any and all actual loss, liability, damage, cost, expense, claim or other obligation (including, without limitation, reasonable attorney’s fees and costs of defense) incurred or suffered by Lender and arising out of or in connection with (and Guarantors shall indemnify, defend and hold Lender harmless from and against): (A) fraud or material misrepresentation by Borrower in connection with the Loan; which misrepresentation Borrower or any Guarantor knew, or reasonably should have known, was a misrepresentation; (B) the willful misconduct of Borrower or any Guarantor with respect to the Collateral or the Loan; (C) the intentional or grossly negligent breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity or in the Mortgage concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender with respect thereto in either document; (D) any physical waste of the Property caused by intentional act(s) or omission(s) of Borrower or its officers and employees or the removal or disposal of any portion of the Property in contravention of this Guaranty by Borrower; (E) the intentional misapplication, misappropriations or conversion by Borrower of (1) any insurance proceeds paid by reason of any loss, damage or destruction to the Property, or (2) any Awards or other amounts received in connection with the Condemnation of all or a portion of the Property; (F) Borrower fails to permit on-site inspections of the Property (in accordance with the terms of the Loan Agreement) by Lender, or Borrower or any Guarantor fails to provide financial information within fifteen (15) days after written request therefor from Lender as required in the Loan Documents; (G) failure to pay Insurance Premiums and Taxes due and payable with respect to the Property, to the extent that revenue from the Property, funds in any reserve held by Lender for such purpose, or undisbursed Loan proceeds allocated to such items in the Construction Budget were available and Lender did not refuse to disburse the same; (H) any security deposits, advance deposits or any other deposits collected by Borrower with respect to the Property which are not delivered to Lender upon a foreclosure of the Property or action in lieu thereof; and

(iii)all reasonable costs and expenses actually incurred by Lender (including, without limitation, all court costs and reasonable attorneys' fees and expenses, paid or incurred by Lender), in endeavoring to: (i) collect all or any part of any Guarantor’s obligations under the Loan Agreement or any other Loan Document to which any Guarantor is a party, or (ii) prosecute any action relating to this Guaranty or any other Loan Document to which any Guarantor is a party, against Guarantors (“Costs”).

(b)“Specified Event” means any of the following, subject to notice and cure rights, if any, set forth in the Loan Agreement: (i) Borrower fails to maintain its status as a single purpose entity, each as required by, and in accordance with the terms and provisions of Section 15 of the Loan Agreement (provided that a failure of Borrower to be solvent or to maintain adequate capital as required by Sections 15(f) of the Loan Agreement shall not result in recourse); (ii) Borrower fails to obtain Lender’s prior consent, to the extent required, to any subordinate financing or other voluntary Lien encumbering the Property; (iii) Borrower fails to obtain Lender’s prior consent to any lease, assignment, transfer, or conveyance of the Property or any interest therein as required by the Mortgage or the Loan Agreement; (iv) Borrower, Pledgor or any Guarantor files a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (v) any Guarantor or an Affiliate, officer, director, or representative of such Guarantor which controls, directly or indirectly, Borrower files, or joins in the filing of, an involuntary petition against Borrower or Pledgor under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower from any Person; (vi) Borrower, Pledgor or any Guarantor files an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition from any Person; (vii) any Guarantor, or any Affiliate, officer, director, or representative of any Guarantor which controls Borrower, consents to or acquiesces in or joins in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower or any portion of the Collateral; (viii) the occurrence of an Event of Default described in Section 19(j) or (k) of the Loan Agreement; (ix) Borrower makes any changes to the zoning designation or tax lot status of the Property or any component thereof in contravention of the Loan Agreement or fails to comply with the requirements of Section 10(s) of the Loan Agreement; (x) Borrower, Pledgor or any Guarantor makes an assignment for the benefit of creditors, or a duly authorized representative or officer of Borrower, Pledgor or any Guarantor, as applicable, admits, in writing or in any legal proceeding, Borrower’s, Pledgor’s or any Guarantor’s insolvency or inability to pay its debts as they become due; (xi) any of the managers or managing members of Borrower shall be removed, replaced or resign, or any managers or managing members shall be added to Borrower, other than Permitted Transfers, without Lender’s prior written consent, which shall not be unreasonably withheld; (xii) any transfer of stock, membership interests or other ownership interests in Borrower, other than Permitted Transfers, without Lender’s prior written consent; or (xiii) any attempt by Borrower, Pledgor or any Guarantor to frustrate the enforcement of Lender’s remedies by taking any legal action that is determined by a court of competent jurisdiction to have been wholly without legal merit.

ARTICLE II

NATURE AND SCOPE OF GUARANTY

2.1.Guaranty of Obligations. Guarantors, jointly and severally, hereby irrevocably and unconditionally guarantee to Lender (and its successors and assigns), the payment and

performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantors further agree, jointly and severally, to indemnify, defend and hold harmless, Lender from and against the Guaranteed Obligations described in Section 1.2(a)(ii) and (iii). Guarantors hereby irrevocably and unconditionally covenant and agree that each of them is liable for the Guaranteed Obligations as a primary obligor, and that Guarantors shall fully perform, jointly and severally, each and every term and provision hereof.

2.2.[Reserved.]

2.3.Nature of Guaranty. This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance, is joint and several and is not a guaranty of collection. This Guaranty may not be revoked by any Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by any Guarantor and after (if any Guarantor is a natural person) any Guarantor’s death (in which event this Guaranty shall be binding upon such Guarantor’s estate and such Guarantor’s legal representatives and heirs). The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of any Guarantor to Lender with respect to Guaranteed Obligations. This Guaranty may be enforced by Lender and any subsequent holder of the Note and shall not be discharged by the assignment or negotiation of all or part of the Note.

2.4.Guaranteed Obligations Not Reduced by Offset. The Guaranteed Obligations and the liabilities and obligations of Guarantors to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

2.5.Payment by Guarantors. If all or any part of the Guaranteed Obligations shall not be punctually paid when due, whether at maturity or earlier by acceleration or otherwise, Guarantors shall, immediately upon demand by Lender, and without further presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Lender at Lender’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

2.6.No Duty to Pursue Others. It shall not be necessary for Lender (and Guarantors hereby waive any rights which Guarantors may have to require Lender), in order to enforce such payment by a Guarantor, first to (a) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (b) enforce or exhaust any of Lender’s rights or remedies against any collateral which shall ever have been given to secure the Loan, (c) enforce Lender’s rights or remedies available to Lender against any other guarantors of the Guaranteed Obligations, (d) join Borrower or any others liable on the

Guaranteed Obligations in any action seeking to enforce this Guaranty, or (e) resort to any other means of obtaining payment of the Guaranteed Obligations. Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

2.7.Waivers. Guarantors agree to the provisions of the Loan Documents and hereby waives notice of (a) any loans or advances made by Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note or of any other Loan Documents, (d) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Property, (e) the occurrence of any breach by Borrower or default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower, or (i) any other action at any time taken or omitted by Lender, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and the obligations hereby guaranteed.

2.8.Payment of Expenses. In the event that any Guarantor should breach or fail to timely perform any provisions of this Guaranty and, with respect to the Guaranteed Obligations described in Section 1.2(a)(ii) and (iii), such breach continues for fifteen (15) days after receipt of written notice thereof from Lender, Guarantors shall, promptly upon demand by Lender, pay Lender all costs and expenses (including court costs and reasonable attorneys’ fees) actually incurred by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder, including but not limited to payment of any transfer taxes or mortgage recording taxes incurred in connection with foreclosure, deed-in-lieu of foreclosure, or other enforcement action. The covenant contained in this paragraph shall survive the payment and performance of the Guaranteed Obligations.

2.9.Effect of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantors by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower and Guarantors that Guarantors’ obligations hereunder shall not be discharged except by Guarantors’ performance of such obligations and then only to the extent of such performance.

2.10.Deferment of Rights of Subrogation, Reimbursement and Contribution.

(a)Except as provided in Section 2.10(b) below, notwithstanding any payment or payments made by any Guarantor hereunder, no Guarantor will assert or exercise any right of Lender or of such Guarantor against Borrower to recover the amount of any payment made by such Guarantor to Lender by way of subrogation, reimbursement, contribution, indemnity, or otherwise arising by contract or operation of law, and such Guarantor shall not have any right of recourse to or any claim against assets or property of Borrower, whether or not

the Obligations of Borrower have been satisfied, all of such rights being herein expressly waived by such Guarantor. If any amount shall nevertheless be paid to a Guarantor by Borrower or another Guarantor prior to payment in full of the Obligations (hereinafter defined), such amount shall be held in trust for the benefit of Lender and shall forthwith be paid to Lender to be credited and applied to the Obligations, whether matured or unmatured. The provisions of this paragraph shall survive the termination of this Guaranty, and any satisfaction and discharge of Borrower by virtue of any payment, court order or any applicable law.

(b)Notwithstanding the provisions of Section 2.10(a), Guarantors shall have and be entitled to (i) all rights of subrogation otherwise provided by applicable law or pursuant to any agreement in respect of any payment it may make or be obligated to make under this Guaranty and (ii) all claims it would have against Borrower in the absence of Section 2.10(a) and to assert and enforce same, in each case on and after, but at no time prior to, the date (the “Subrogation Trigger Date”) which is one-hundred eighty (180) days after the date on which all sums owed to Lender under the Loan Documents (the “Obligations”) have been paid in full, if and only if (x) no Event of Default of the type described in Section 19(j) and (k) of the Loan Agreement with respect to any other Guarantor has existed at any time on and after the date of this Guaranty to and including the Subrogation Trigger Date and (y) the existence of each Guarantor’s rights under this Section 2.10(b) would not make such Guarantor a creditor (as defined in the Bankruptcy Code) of Borrower or any other Guarantor in any insolvency, bankruptcy, reorganization or similar proceeding commenced on or prior to the Subrogation Trigger Date.

2.11.Bankruptcy Code Waiver. It is the intention of the parties that Guarantors shall not be deemed to be a “creditor” or “creditors” (as defined in Section 101 of the Bankruptcy Code) of Borrower, or any such guarantor, by reason of the existence of this Guaranty, in the event that Borrower or any such guarantor, becomes a debtor in any proceeding under the Bankruptcy Code, and in connection herewith, Guarantors hereby waive any such right as a “creditor” under the Bankruptcy Code. This waiver is given to induce Lender to make the Loan evidenced by the Note to Borrower. After the Loan is paid in full and there shall be no obligations or liabilities under this Guaranty outstanding, this waiver shall be deemed to be terminated.

2.12.“Borrower.” The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or the interests in Borrower.

ARTICLE III

EVENTS AND CIRCUMSTANCES NOT REDUCING

OR DISCHARGING A GUARANTOR’S OBLIGATIONS

Guarantors hereby consent and agree to each of the following, and agree that Guarantors’ obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantors might otherwise have as a result of or in connection with any of the following:

3.1.Modifications. Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, Loan Documents, or other document, instrument, contract or understanding between Borrower and Lender, or any other parties, pertaining to the Guaranteed Obligations or any failure of Lender to notify Guarantors of any such action.

3.2.Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to Borrower or any Guarantor.

3.3.Condition of Borrower or Guarantors. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, any Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or any Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or any Guarantor, or any changes in the shareholders, partners or members of Borrower or any Guarantor; or any reorganization of Borrower or any Guarantor.

3.4.Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (c) the officers or representatives executing the Note or the other Loan Documents or otherwise creating the Guaranteed Obligations or the Liens securing such obligations, acted in excess of their authority, (d) the Guaranteed Obligations violate applicable usury laws, (e) Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantors shall remain liable hereon regardless of whether Borrower or any other person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

3.5.Release of Obligors. Any full or partial release of the liability of Borrower on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof (it being recognized, acknowledged and agreed by each Guarantor that such Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party). Guarantors have not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the Guaranteed Obligations, or that Lender will look to other parties to pay or perform the Guaranteed Obligations.

3.6.Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

3.7.Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

3.8.Care and Diligence. The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender (a) to take or prosecute any action for the collection of any of the Guaranteed Obligations, or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

3.9.Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantors that Guarantors are not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral for the Guaranteed Obligations.

3.10.Offset. Any existing or future right of offset, claim or defense of Borrower or any Guarantor against Lender, or any other party, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

3.11.Merger. The reorganization, merger or consolidation of Borrower into or with any other corporation or entity.

3.12.Preference. Any payment by Borrower or any other Guarantor to Lender is held to constitute a preference under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else.

3.13.Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantors or increases the likelihood that Guarantors will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantors that Guarantors shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether or not contemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce Lender to enter into the Loan Documents and extend credit to Borrower, each Guarantor represents and warrants to Lender (solely as to itself and not any other Guarantor) on the date hereof as follows:

4.1.Benefit. Such Guarantor is the owner of a direct or indirect interest in Borrower, and has received, or will receive, direct or indirect benefit from the making of this Guaranty with respect to the Guaranteed Obligations.

4.2.Familiarity and Reliance. Such Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, such Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

4.3.No Representation by Lender. Neither Lender nor any other party has made any representation, warranty or statement to such Guarantor in order to induce such Guarantor to execute this Guaranty.

4.4.Guarantor’s Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, (a) such Guarantor is Solvent and has assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has property and assets sufficient to satisfy and repay its obligations and liabilities, (b) such Guarantor anticipates the continuing ability to pay its debts as they become due, and (c) such Guarantor has capital and assets sufficient to carry on its business. There has been no (x) assignment made for the benefit of such Guarantor’s creditors, (y) appointment of a receiver for such Guarantor or for such Guarantor’s properties, or (z) bankruptcy, reorganization, or liquidation proceeding instituted by or against such Guarantor.

4.5.Legality. The execution, delivery and performance by such Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which such Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach or violation of, or default under (nor is there any waiver in effect which, if not in effect, would result in a breach, violation or default under), any provision of agreement, indenture, loan or financing agreement, evidence of Indebtedness, mortgage, deed of trust, charge, lien, certificate, lease, or any contract, agreement or other instrument to which such Guarantor is a party or which may be applicable to such Guarantor. This Guaranty is a legal and binding obligation of such Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

4.6.Survival. All representations and warranties made by such Guarantor herein shall survive the execution hereof.

4.7.Review of Documents. Such Guarantor has examined the Note and all of the Loan Documents.

4.8.Litigation. Except as otherwise disclosed to Lender, there are no proceedings pending or, so far as such Guarantor knows, threatened before any court, governmental or administrative agency which, if decided adversely to a Guarantor, would materially adversely affect the financial condition of such Guarantor or the authority of such Guarantor to enter into, or the validity or enforceability of this Guaranty. In addition, except as otherwise disclosed to Lender, (a) there are no outstanding judgment(s) against or relating to such Guarantor, (b) such Guarantor has not (i) had any property foreclosed upon, (ii) given a deed in lieu of foreclosure, or (iii) been involved in any criminal proceedings where such Guarantor was the defendant and (c) such Guarantor has not defaulted on any loan or other indebtedness.

4.9.[Reserved.]

4.10.OFAC. Such Guarantor is not and will not become a person (individually, a “Prohibited Person” and collectively “Prohibited Persons”) listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, U.S. Department of the Treasury (the “OFAC List”) or otherwise subject to any other prohibitions or restriction imposed by laws, rules, regulations or executive orders, including Executive Order No. 13224, administered by OFAC (collectively the “OFAC Rules”). Such Guarantor represents and covenants that it also (a) is not and will not become owned or controlled by a Prohibited Person, (b) is not acting and will not act for or on behalf of a Prohibited Person, (c) is not otherwise associated with and will not become associated with a Prohibited Person, (d) is not providing and will not provide any material, financial or technological support for or financial or other service to or in support of acts of terrorism or a Prohibited Person. Such Guarantor shall immediately notify Lender if such Guarantor or any member, partner or beneficial owner of such Guarantor becomes a Prohibited Person or (i) is indicted on or (ii) arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Such Guarantor will not enter into any transaction or undertake any activities related to the Loan in violation of the federal Bank Secrecy Act, as amended (“BSA”), 31 U.S.C. §5311, et seq. or any federal or state laws, rules, regulations or executive orders, including, but not limited to, 18 U.S.C. §§1956, 1957 and 1960, prohibiting money laundering and terrorist financing (collectively “Anti-Money Laundering Laws”). Such Guarantor shall (A) not use or permit the use of any proceeds of the Loan in any way that will violate either the OFAC Rules or Anti-Money Laundering Laws, (B) comply and cause all of its subsidiaries to comply with applicable OFAC Rules and Anti-Money Laundering Laws, (C) provide information as Lender may require from time to time to permit Lender to satisfy its obligations under the OFAC Rules and/or the Anti-Money Laundering Laws and (D) not engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the foregoing. Such Guarantor shall immediately notify Lender if any tenant becomes a Prohibited Person or (1) is convicted of, (2) pleads nolo contendere to, (3) is indicted on, or (4) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Lender shall have the right to audit each Guarantor’s compliance with the Patriot Act, Anti-Money Laundering Laws and all applicable requirements of Governmental Authorities having jurisdiction over such Guarantor. In the event that such Guarantor fails to comply with the Patriot Act, Anti-Money

Laundering Laws or any such requirements of Governmental Authorities, then Lender may, at its option, compel such Guarantor to comply therewith and any and all costs and expenses incurred by Lender in connection with the same shall be secured by this Guaranty and shall be immediately due and payable by such Guarantor to Lender.

4.11.Forfeiture. There has not been committed by such Guarantor any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against the Property or any part thereof or any monies paid in performance of such Guarantor’s Obligations under any of the Loan Documents.

4.12.Financial Statements. All statements of financial condition, information and other financial data furnished by such Guarantor to Lender in connection with the Loan (i) were true, correct and complete in all material respects, as of the date of said statements of financial condition, information and other data and (ii) such statements of financial condition present fairly the financial condition of such Guarantor at the respective dates thereof in all material respects.

4.13.Accuracy of Representations. All statements, representations and warranties made by such Guarantor in writing in or with respect to this Guaranty, any other Loan Document and any other agreement, document, certificate or instrument previously furnished or to be furnished by such Guarantor to Lender under this Guaranty or in connection with the Loan: (i) are and shall be true, correct and complete in all material respects at the time they were made and, in the case of those made prior to the Closing Date, on and as of the Closing Date, (ii) do not and shall not contain any untrue statement of a material fact at the time made, and (iii) do not and shall not omit to state a material fact at the time made necessary in order to make the information contained herein or therein not misleading or incomplete. Such Guarantor understands that all such statements, representations and warranties shall be deemed to have been relied upon by Lender as a material inducement to provide the Loan.

ARTICLE V

SUBORDINATION OF CERTAIN INDEBTEDNESS

5.1.Subordination of All Guarantor Claims. As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to any Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the person or persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by any Guarantor. The Guarantor Claims shall include without limitation all rights and claims of any Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of any Guarantor’s payment of all or a portion of the Guaranteed Obligations to the extent the provisions of Section 2.10 hereof are unenforceable. Upon the occurrence and during the continuance of an Event of Default or the occurrence of an event which would, with the giving of notice or the passage of time, or both, constitute an Event of Default, Guarantors shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims.

5.2.Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving a Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to any Guarantor, and which, as between Borrower and such Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, such Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon the Guarantor Claims.

5.3.Payments Held in Trust. In the event that, notwithstanding anything to the contrary in this Guaranty, any Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, such Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Lender, and such Guarantor covenants promptly to pay the same to Lender.

5.4.Liens Subordinate. Each Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of such Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantors shall not (a) exercise or enforce any creditor’s right it may have against Borrower, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interest, collateral rights, judgments or other encumbrances on assets of Borrower held by any Guarantor.

ARTICLE VI

COVENANTS

6.1.[Reserved.]

6.2.Dissolution. Each Guarantor shall not enter into any consolidation or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) or convey, sell, lease, assign, transfer or otherwise dispose of all or substantially all of its property, business or assets and distribute proceeds therefrom in a manner that could cause any investor in any Guarantor to have personal liability pursuant to applicable law

6.3.Governing Documents. Each Guarantor shall not change, amend, alter or modify its partnership agreement, operating agreement or other governing documents in any manner which would preclude or restrict Borrower from making capital calls of its members.

6.4.Good Standing. Each Guarantor shall not allow Borrower’s existence to be other than in good standing in its state of formation or in any jurisdiction where it does business.

6.5.[Reserved.]

6.6.Further Assurances. Each Guarantor agrees to execute and deliver any additional documents and instruments and to perform any additional acts necessary or appropriate to perform the terms, provisions, and conditions of this Guaranty and all transactions contemplated in connection with the Loan.

6.7.[Reserved.]

ARTICLE VII

MISCELLANEOUS

7.1.Waiver. No failure to exercise, and no delay in exercising, on the part of Lender, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of Lender hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.

7.2.Notices. All notices or other communications provided for hereunder shall be in writing (including telecommunications) and shall be mailed by certified mail return receipt requested, telecopied, sent by overnight courier, telegraphed or delivered to the following addresses (or at such other address as may hereafter be specified by the parties in writing):

(a)If to Spandrel Sponsors Fund II, LP, to the address set forth in the preamble to this Non-Recourse Carveout Guaranty or eneuman@spandreldevelopment.com & ilevine@spandreldevelopment.com, with a copy (which shall not constitute notice) to:

Maynard Nexsen

1275 Peachtree Street NE, Suite 550

Atlanta, Georgia 30309

Attention: Robert L. Rearden, III

Email: RRearden@maynardnexsen.com

(b)If to Medalist Diversified Holdings, L.P., to Medalist Diversified

Holdings, L.P., c/o Medalist Diversified, Inc., P.O. Box 8436, Richmond, Virginia 23226, Attn: C. Brent Winn, Jr., bwinn@medalistdst.com, with a copy (which shall not constitute notice) to:

Williams Mullen

222 Central Park Avenue, Suite 1700

Virginia Beach, Virginia 23462

Attention: T. Rhys James

Email: rjames@williamsmullen.com

(c)If to Lender:

c/o River Rock Associates LLC

10 Glenville Street, Suite 2

Greenwich, Connecticut 06831

Attention: Justin O’Leary

Email: justin@pilotregroup.com

With a copy (which shall not constitute notice) to:

Spencer Fane LLP

711 Third Avenue, 17th Floor

New York, New York 10017

Attention: Michael S. Weinstein

Email: mweinstein@spencerfane.com

All notices and communications shall be effective (i) if mailed, when received or three (3) days after mailing, whichever is earlier, (ii) if sent by overnight courier, one (1) day after delivery to the overnight courier, (iii) if delivered, upon delivery, and (iv) if e-mailed, upon confirmation of receipt to the above applicable addresses.

7.3.Governing Law; Jurisdiction. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. GUARANTORS HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF GEORGIA, COUNTY OF CHATHAM oR THE STATE OF NEW YORK, COUNTY OF NEW YORK IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY.

7.4.Invalid Provisions. If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such

illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

7.5.Amendments. This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced.

7.6.Parties Bound; Assignment. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, legal representatives, heirs, executors, and administrators; provided, however, that Guarantors may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder.

7.7.Headings. The article, paragraph and subparagraph headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

7.8.Recitals. The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

7.9.Counterparts. To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature or acknowledgment of, or on behalf of, each party, or that the signature of all persons required to bind any party, or the acknowledgment of such party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, and the respective acknowledgments of, each of the parties hereto. Any signature or acknowledgment page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures or acknowledgments thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature or acknowledgment pages.

7.10.Financial Statements: Each Guarantor shall furnish or cause to be furnished to Lender the following, within ten (10) Business Days after written (including via e-mail) request from Lender, no more frequently than once per fiscal year (unless an Event of Default exists):

(a)a balance sheet of such Guarantor dated as of the close of the applicable fiscal year;

(b)copies of any and all tax returns, requests for extension and other similar items of such Guarantor; and

(c)such additional financial statements and financial information of such Guarantor as Lender shall reasonably require.

All balance sheets shall include, among other things, disclosure of all material contingent liabilities and changes in financial condition, together with such supporting schedules and documentation as Lender shall reasonably require. All balance sheets shall be certified by the applicable Guarantor.

7.11.Rights and Remedies. If a Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender hereunder shall be cumulative of any and all other rights that Lender may ever have against such Guarantor. The exercise by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

7.12.Entirety. THIS GUARANTY EMBODIES THE FINAL, ENTIRE AGREEMENT OF GUARANTORS AND LENDER WITH RESPECT TO GUARANTORS’ GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTORS AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THIS GUARANTY, AND NO COURSE OF DEALING BETWEEN ANY GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY AGREEMENT. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTORS AND LENDER.

7.13.Waiver of Right to Trial by Jury. EACH GUARANTOR HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE MORTGAGE, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY, INTENTIONALLY AND VOLUNTARILY BY EACH GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY EACH GUARANTOR. EACH GUARANTOR ACKNOWLEDGES THAT NEITHER LENDER NOR ANY PERSON ACTING ON BEHALF OF LENDER HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTION WHICH IN ANY WAY MODIFIES OR NULLIFIES ITS EFFECT. EACH GUARANTOR ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THE LOAN, THAT LENDER HAS RELIED ON THIS WAIVER IN ENTERING INTO THE LOAN DOCUMENTS AND THAT LENDER WILL CONTINUE TO RELY ON THIS WAIVER IN ITS FUTURE DEALINGS.

EACH GUARANTOR FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS GUARANTY AND ANY OTHER LOAN DOCUMENTS THAT SUCH GUARANTOR HAS ENTERED INTO AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

[Remainder of page intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF, the undersigned have caused this Guaranty to be duly executed and delivered as of the date first above written.

GUARANTOR:

SPANDREL SPONSORS FUND II, LP, a Delaware limited partnership

By:

/s/ Emanuel Neuman

Name:

Emanuel Neuman

Title:

Authorized Signatory

State of _________)

) ss:

County of __________)

On the _____ day of __________ in the year 2026, before me, the undersigned, personally appeared ____________ personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

_________________________

Notary Public

[Signature Page to Non-Recourse Carveout Guaranty]

GUARANTOR:

MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership

By:

/s/ C. Brent Winn, Jr.

Name:

C. Brent Winn, Jr.

Title:

Chief Financial Officer

State of _________)

) ss:

County of __________)

_________________________

Notary Public

[Signature Page to Non-Recourse Carveout Guaranty]

EX-10.2

Filename: mdrr-ex10d2.htm · Sequence: 3

EXHIBIT 10.2

COMPLETION GUARANTY

This COMPLETION GUARANTY (this “Guaranty”), dated as of October 9, 2026 (the “Effective Date”), made by (i) Spandrel Sponsors Fund II, LP, a Delaware limited partnership, having a primary place of business at c/o Spandrel Development Partners, 370 Lexington Avenue, Suite 700, New York, New York 10017, and (ii) Medalist Diversified Holdings, L.P., a Delaware limited partnership, having a primary place of business at c/o Medalist Diversified, Inc., P.O. Box 8436, Richmond, Virginia 23226 (each a “Guarantor” and, collectively, “Guarantors”), in favor of GLP 2505 LLC, a Delaware limited liability company (together with its successors and assigns, the “Lender”).

W I T N E S S E T H:

WHEREAS, Mira SAV Property, LLC, a Delaware limited liability company (“Borrower”), is party to that certain Loan and Security Agreement, dated as of the date first above written, by and between Borrower and Lender (as amended, amended and restated, supplemented, extended, replaced, refinanced or otherwise modified from time to time, the “Loan Agreement;” capitalized terms which are not defined herein shall have the meaning set forth in the Loan Agreement) and pursuant thereto, delivered to Lender a Note evidencing a loan made thereunder by Lender to Borrower in the original principal amount of $13,800,000.00 (as amended, amended and restated, supplemented, extended, replaced, refinanced or otherwise modified from time to time, the “Note”);

WHEREAS, Guarantors, directly or indirectly, are the legal and beneficial owner of issued and outstanding equity interests of Borrower (the “Equity Interests”), and shall derive direct and indirect benefit from the loan made under the Note; and

WHEREAS, it is a condition precedent to the obligation of Lender to make the loan under the Loan Agreement that Guarantors shall have executed and delivered this Guaranty to Lender in order to secure completion of the Work (as defined in the Loan Agreement) by the Maturity Date or the applicable Extended Maturity Date (if applicable to the extent Borrower has satisfied the Extension Conditions as provided in the Loan Agreement).

NOW, THEREFORE, for good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the Guarantors hereby agree as follows:

1.Guaranty.

(a)Guarantors hereby guarantee to Lender and its successors, endorsees, transferees and assigns the payment of all costs incurred in connection with or related to Completion of the Work, and the performance of all actions required for Completion of the Work (“Completion Guaranty”). Completion of the Work shall include all amendments, modifications

and supplements to the Construction Budget and the Plans, whether or not made with Guarantors’ knowledge or consent. Guarantors hereby expressly waive such notice and right to consent.

(b)In addition to obligations set forth in clause (a) of this Section 1, Guarantors hereby irrevocably and unconditionally guarantee for the benefit of the Lender: (1) to advance to Borrower all amounts required to be paid to achieve completion of the Work, (2) to pay the premiums for all policies of insurance required to be furnished by Borrower pursuant to the Loan Documents during the completion of the Work if such premiums are not paid by Borrower, and (3) to pay all reasonable actual out-of-pocket costs and expenses incurred by Servicer and Lender in enforcing their rights with respect to completion of the Work under this Guaranty (collectively, the “Payment Obligations”, and each of the guaranteed obligations referred to in clauses (a) and (b) of this Section 1 are hereinafter referred to as the “Obligations”).

2.Completion of Work by Guarantors. In the event that: (1) in Construction Consultant’s reasonable determination, as set forth in a written notice delivered to Guarantors, Borrower is not likely to be able to obtain completion of the Work, (2) or an Event of Default has occurred and is continuing under the Loan Documents, then, in any such event Guarantor, agrees, on written demand by Servicer or Lender: (1) to perform under this Guaranty and to make all payments required by the Obligations; and in connection with Guarantor paying and/or performing the Obligations as set forth above, Lender shall continue to fund advances to Guarantor from the Construction Reserve Funds pursuant to the terms of the Loan Agreement and the other Loan Documents; provided, however, that Lender shall not advance any funds from the Construction Reserve Funds until all Borrower Equity has been advanced as to the entire Construction Budget; provided, further, however, that prior to any such advance after a Guarantor commences performance of the Obligations, Guarantors shall cure, or cause to be cured, all monetary Events of Default (other than the full repayment of the Loan upon maturity or following any acceleration) and all other Events of Default, as reasonably determined by Lender, excluding (x) any Events of Default that will be cured by Guarantors’ performance of the Guaranteed Obligations and (y) any non-monetary Events of Default that are specific only to Borrower or are not otherwise curable by Guarantor, as reasonably determined by Lender, and (2) not to permit any change in any or all of the Construction Budget and the Plans, except as permitted by the Loan Agreement.

3.Completion of Work by Lender. If Guarantors fail to commence and diligently pursue their obligations under this Guaranty within twenty (20) days after their receipt of written notice from Servicer and/or Lender demanding such performance by Guarantors, then, either before or after pursuing any other remedy of Servicer and Lender against Guarantors, Borrower, or any other Person, and regardless of whether Servicer and Lender ever pursues any such other remedy, Servicer and Lender have the right, but not the obligation, to complete the Work or call upon any other reputable parties to complete the Work substantially in accordance with the Plans, including the right to replace any contractor and any or all subcontractors, and Servicer and Lender shall have the right to expend such sums as Servicer and Lender in their sole and exclusive discretion deems proper in order to complete the Work substantially in accordance with the Plans. During the course of any construction undertaken by Servicer and Lender or by any other party on behalf of Servicer and Lender, Guarantors shall pay upon demand any and all amounts expended by Servicer and Lender or any other party on behalf of Servicer and Lender, including all amounts due to contractors, subcontractors and suppliers and for permits, licenses, entitlements, bonds, taxes, assessments and other items necessary in connection with completion of the Work that are

in excess of any undisbursed Loan proceeds allocated to such expenditures in accordance with the Construction Budget.

4.Continuing Guaranty.

(a)This Guaranty is absolute and unconditional and as such is not subject to any conditions and Guarantors are fully liable to perform all of Guarantors’ duties and obligations under this Guaranty as of the date of execution of this Guaranty. This Guaranty constitutes a guaranty of payment and performance when due and not of collection and Guarantors hereby waive notice of acceptance of this Guaranty and all other notices in connection herewith or in connection with the Obligations (other than as otherwise required herein or under the Loan Documents), and waive diligence, presentment, protest, and suit on the part of Lender in the collection of any the Obligations. Guarantors agree that Lender shall not be required to first endeavor to collect from the Borrower any of the Obligations, or to foreclose, proceed against, or exhaust any collateral or security for any Obligations, before requiring the Guarantors to pay the full amount of the liability hereby created and that the Guarantors’ liability hereunder shall be irrevocable irrespective of the genuineness, validity, regularity or enforceability of the Loan Agreement, the Note, the Mortgage or any other Loan Document, and without regard to any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or a guarantor. Suit may be brought and maintained against a Guarantor at the election of Lender, without joinder of the Borrower or any other Guarantor.

(b)The obligations of Guarantors hereunder shall not be affected by any errors or omissions of Borrower, any contractor, any architect, any subcontractor or any agent or employee of any of the foregoing, including such errors or omissions in the design, supervision or performance of the work related to the Work, it being understood that such risk is assumed by Guarantors.

(c)The obligations of the Guarantors hereunder are separate and distinct from, and in addition to, the obligations of the Guarantors now or hereafter arising under any other guaranties, indemnification agreements or other agreements to which such Guarantor is now or hereafter becomes a party. In no event shall any Guarantor be entitled to any credit against amounts due under this Guaranty by reason of amounts paid to Lender or Lender’s Affiliates by such Guarantor or any other person under or by reason of the other guaranties, indemnification agreements or other agreements to which such Guarantor is now or hereafter becomes a party.

5.Representations and Warranties. Each Guarantor hereby represents and warrants as to itself that:

(a)Such Guarantor has full capacity to execute, deliver and perform its obligations hereunder, and this Guaranty constitutes such Guarantor’s legal, valid and binding agreement, enforceable in accordance with its terms.

(b)The execution, delivery and performance of the transactions contemplated by this Guaranty will not violate, or cause a default under, any agreement or understanding to which such Guarantor is subject.

(c)To the best of such Guarantor’s knowledge, there are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or, to such Guarantor’s actual knowledge, threatened against or affecting such Guarantor, which actions, suits or proceedings, if determined against such Guarantor, would materially adversely affect the financial condition of such Guarantor.

(d)Such Guarantor is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which such Guarantor is bound that would have a material adverse effect on the business operations or the financial condition of such Guarantor, or its ability to fulfill its obligations hereunder.

(e)Such Guarantor has (i) not executed this Guaranty with the actual intent to hinder, delay or defraud any creditor and (ii) received reasonably equivalent value in exchange for its obligations under this Guaranty. No petition in bankruptcy has been filed against such Guarantor in the last ten (10) years, and such Guarantor has not in the last ten (10) years made an assignment for the benefit of creditors or taken advantage of any creditors rights laws. Such Guarantor is not contemplating either the filing of a petition by it under any creditors rights laws or the liquidation of all or a major portion of such Guarantor’s assets, and such Guarantor has no knowledge of any Person contemplating the filing of any such petition against such Guarantor.

6.Remedies. Lender shall not, by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies under this Guaranty or otherwise. A waiver by Lender of any right or remedy under this Guaranty on any one occasion, shall not be construed as a ban or waiver of any such right or remedy which Lender would have had on any future occasion, nor shall Lender be liable for exercising or failing to exercise any such right or remedy. The rights and remedies of Lender under this Guaranty are cumulative and, as such, are in addition to any other rights and remedies available to Lender under applicable law or any other agreements. If an Event of Default occurs and Lender is exercising any of its rights and remedies with respect to Borrower or any or all of the Property, to the extent permitted by applicable law, Guarantors will not object to any action taken by Lender in enforcing such rights and remedies to the extent such action is permitted by applicable law.

7.Payment Under Guaranty. Upon written demand by Lender, Guarantors shall pay to Servicer for the account of Lender in lawful money of the United States of America each amount due by Guarantors under this Guaranty with respect to the Obligations or the other amounts due to Lender pursuant to this Guaranty. The amount of such payment shall not be reduced by any setoff, counterclaim or crossclaim whether such setoff or claim relates to this Guaranty, the Obligations or otherwise. All payments made by Guarantors pursuant to this Guaranty shall be made free and clear of and without deduction for any taxes, levies, imposts, deductions, charges or withholdings, and all related liabilities. If Guarantors are required by applicable law to deduct any such item from or in respect of any sum payable to Lender under this Guaranty, the amount payable by Guarantors under this Guaranty shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) Lender receives an amount equal to the sum they would have received had no such deductions been made.

8.Survival; Termination. The obligations of Guarantor under this Guaranty shall survive any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the Mortgage; provided, however, the obligations of Guarantors under this Guaranty shall automatically terminate (subject to the remainder of this Section 8) upon the earlier to occur of (i) upon the satisfaction of the Obligations or (ii) Completion of the Work lien-free (other than liens being contested in accordance with the Loan Agreement) and payment of all costs thereof. Notwithstanding the foregoing, if any payment by Borrower or Guarantor is held to constitute a preference under any applicable bankruptcy, insolvency, or similar laws, or if for any reason Servicer or Lender is required to refund any sums to Borrower or a Guarantor, such amounts shall not constitute a release of any liability of Guarantors under this Guaranty. It is the intention of Lender and Guarantors that Guarantors’ obligations under this Guaranty shall not be discharged except by Guarantors’ performance of such obligations and then only to the extent of such performance. Guarantors hereby consent that, without the necessity of any reservation of rights against Guarantors, and without notice to or further assent by Guarantors, any demand for payment of any of the Obligations made by Servicer or Lender may be rescinded by Servicer or Lender and any of such Obligations continued after such rescission.

9.Subordination. Any indebtedness owed to a Guarantor by Borrower or any other Guarantor (“Guarantor Debt”) now or in the future is and shall be subordinated to all indebtedness (including, without limitation, the Loan) of Borrower to Lender until the Loan is repaid in full. Guarantors acknowledge and agree that each Guarantor shall not (i) demand or accept any payment or satisfaction of any such Guarantor Debt until the Loan is repaid in full, (ii) claim any offset or other reduction of such Guarantor’s obligations hereunder because of any such Guarantor Debt and (iii) take any action to obtain any of the security described in and encumbered by the Mortgage; provided, however, that, if Lender so requests, such Guarantor Debt shall be collected, enforced and received by a Guarantor as trustee for the Lender and be paid over to Lender on account of the indebtedness (including, without limitation, the Loan) of Borrower to Lender, but without reducing or affecting in any manner the liability of such Guarantor under the other terms, provisions, covenants and conditions of this Guaranty.

10.Subrogation. So long as the Loan remains outstanding, each Guarantor shall have no right of, and hereby defers any right or claim for, subrogation or reimbursement against Borrower or any general partner of Borrower by reason of any payment by a Guarantor under this Guaranty, whether such right or claim arises at law or in equity or under any contract or statute. If any amount shall be paid to a Guarantor on account of such subrogation or contribution rights at any time when all of the Obligations and all such other expenses have not been paid in full, such amount shall be held in trust for the benefit of Lender, shall be segregated from the other funds of such Guarantor and shall forthwith be paid over to Lender to be credited and applied in whole or in part by Lender against the Obligations, whether matured or unmatured, and all such other fees and expenses.

11.Severability. Any provision of this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12.Jurisdiction. AT LENDER’S ELECTION, TO BE ENTERED IN ITS SOLE DISCRETION, ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST BORROWER OR LENDER ARISING OUT OF OR RELATING TO THIS GUARANTY SHALL BE INSTITUTED IN ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF NEW YORK, COUNTY OF NEW YORK or in the State of GEORGIA, County of CHATHAM, AND THE GUARANTORS WAIVE ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.

13.Choice of Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws rules or any other principles that would trigger the application of any other law, and the respective rights and obligations of the Guarantors and Lender shall be governed by such laws.

14.Waiver of Jury Trial. THE GUARANTORS AND LENDER AGREE THAT ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT BY THE GUARANTOR OR LENDER ON OR WITH RESPECT TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. THE GUARANTORS AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. FURTHER, THE GUARANTOR WAIVES ANY RIGHT THEY MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE GUARANTOR ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS GUARANTY AND THAT LENDER WOULD NOT EXTEND CREDIT TO BORROWER IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS GUARANTY.

15.Notices. All notices or other communications provided for hereunder shall be in writing (including telecommunications) and shall be mailed by certified mail return receipt requested, telecopied, sent by overnight courier, telegraphed or delivered to the following addresses (or at such other address as may hereafter be specified by the parties in writing):

(a)If to Spandrel Sponsors Fund II, LP, to its address set forth in the preamble to this Guaranty or eneuman@spandreldevelopment.com & ilevine@spandreldevelopment.com, with a copy (which shall not constitute notice) to Maynard Nexsen, 1275 Peachtree Street NE, Suite 550, Atlanta, GA 30309, Attn: Robert L. Rearden, III (RRearden@maynardnexsen.com); and if to Medalist Diversified Holdings, L.P., c/o Medalist Diversified, Inc., P.O. Box 8436, Richmond, Virginia 23226, Attn: C. Brent Winn, Jr., bwinn@medalistdst.com, with a copy (which shall not constitute notice) to Williams Mullen, 222 Central Park Avenue, Suite 1700, Virginia Beach, Virginia 23462, Attn: T. Rhys James, rjames@williamsmullen.com;

(b)If to Lender:

c/o River Rock Associates LLC

10 Glenville Street, Suite 2

Greenwich, Connecticut 06831

Attn: Justin O’Leary

Email: justin@pilotregroup.com

With a copy (which shall not constitute notice) to:

Spencer Fane LLP

711 Third Avenue, 17th Floor

New York, NY 10017

Tel: 212-907-7367

Attn: Michael S. Weinstein

Email: mweinstein@spencerfane.com

All notices and communications shall be effective (i) if mailed, when received or three (3) days after mailing, whichever is earlier, (ii) if telecopied, when transmitted, provided a copy is simultaneously sent by one of the other methods herein, (iii) if sent by overnight courier, one (1) day after delivery to the overnight courier, (iv) if delivered, upon delivery, and (v) if e-mailed, upon confirmation of receipt to the above applicable addresses.

16.Counterparts. This Guaranty may be executed in counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

17.Indemnification.

(a)The Guarantors hereby indemnify, defend and hold free and harmless Lender and its employees, representatives, officers, directors, members, managers and affiliates from and against any and all losses, costs, claims, damages, liabilities and expenses, including court costs and reasonable attorney’s fees, which Lender may sustain by reason of any Guarantors’ failure to cause prompt and complete performance of the Obligations, and shall pay, or reimburse Lender for, any and all costs and expenses incurred by Lender in connection with the completion of the Work. Lender will notify Guarantors of any legal proceeding brought against Lender for which Lender will seek indemnification and Guarantors shall have the right to seek to intervene in any such proceedings. Upon the occurrence of an Event of Default, Lender may, but without any obligation to do so, and either before, following or during the institution of any foreclosure or other proceedings with respect to the Property, exercise any and all remedies described in the Loan Documents, provided at law or otherwise available to Administrative Agent and Lender, without it any way affecting any of its rights under this Guaranty

(b)The Guarantors shall indemnify and hold harmless Lender and its employees, representatives, officers, directors, members, managers and affiliates from and against any and all claims, liabilities, investigations, losses, damages, actions, demands, deficiencies, costs and expenses (including reasonable attorneys’ fees and expenses) incurred or suffered by any Lender (collectively, the “Losses”) resulting from any breach by any Guarantor of any

representation, warranty or covenant made hereunder or otherwise arising out of this Guaranty, including any enforcement of this Guaranty, except to the extent any such Losses are the result of the negligence, gross negligence or willful misconduct of Lender or any of its agents.

This Section 17 shall survive termination of this Guaranty.

18.WAIVER OF AUTOMATIC STAY. EACH GUARANTOR HEREBY WAIVES ANY PROVISIONS APPLICABLE IN CONNECTION WITH ANY VOLUNTARY OR INVOLUNTARY INSOLVENCY, BANKRUPTCY, REORGANIZATION, FRAUDULENT CONVEYANCE, FRAUDULENT TRANSFER, OR SIMILAR PROCEEDINGS INVOLVING SUCH Guarantor UNDER ANY STATE OR FEDERAL LAW REGARDING CREDITORS’ RIGHTS OR DEBTORS’ OBLIGATIONS IMPOSING AGAINST LENDER, OR OTHERWISE PROVIDING FOR, AN AUTOMATIC STAY UNDER U.S.C. SECTION 362 OR ANY OTHER PROHIBITION AGAINST LENDER’S COMMENCING, MAINTAINING, OR COMPLETING ANY PROCEEDING IN CONNECTION WITH OR THE EXERCISE OR ENFORCEMENT OF ANY OF LENDER’S RIGHTS HEREUNDER, UNDER ANY OF THE LOAN DOCUMENTS OR UNDER ANY APPLICABLE LAW. EACH Guarantor HEREBY ACKNOWLEDGES AND CONFIRMS THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS GUARANTY AND LENDER WOULD NOT EXTEND CREDIT TO BORROWER IF THE WAIVER SET FORTH IN THIS SECTION WERE NOT A PART OF THIS GUARANTY. IN FURTHERANCE THEREOF, EACH Guarantor AND LENDER AGREE AS FOLLOWS:

(a)THAT IN THE EVENT OF IMPOSITION OF ANY SUCH STAY OR OTHER PROHIBITION, LENDER MAY SEEK TO LIFT ANY SUCH STAY OR OTHER PROHIBITION OR SEEK EXEMPTION THEREFROM;

(b)THAT SUCH GUARANTOR WILL NOT CONTEST ANY SUCH MOTION MADE BY LENDER FOR LIFTING THEREOF OR FOR EXEMPTION THEREFROM; OR

(c)THAT SUCH Guarantor WILL COOPERATE WITH LENDER IN ANY MANNER REQUESTED BY LENDER IN ITS EFFORTS TO OBTAIN RELIEF FROM ANY SUCH STAY OR OTHER PROHIBITION.

19.Assignment.Lender may assign Lender’s rights under this Guaranty in whole or in part in accordance with the terms of the Loan Agreement, and upon any such assignment all of the terms, provisions, covenants and conditions of this Guaranty shall inure to the benefit of such assignee to the extent so assigned. The terms used to designate any of the parties herein shall be deemed to include the heirs, legal representatives, successors and assigns of such parties; and the terms “Lender” and “Servicer” shall include, in addition to Lender and Servicer, any lawful owner, holder or pledgee of the Note and/or this Guaranty.

20.Joint and Several Obligations. If Guarantor consists of more than one Person, each such Person shall have joint and several liability for the obligations of Guarantor hereunder.

21.Contribution Among Guarantors. Nothing in this Guaranty shall limit or impair any agreement among Guarantors with respect to contribution or reimbursement among themselves

for amounts paid hereunder; provided that any such rights shall be subject to Sections 9 and 10 hereof and shall not be asserted against Lender.

22.Amendments. This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced.

IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty Agreement to be duly executed and delivered as of the date first above written.

GUARANTORS:

SPANDREL SPONSORS FUND II, LP, a Delaware limited partnership

By:

/s/ Emanuel Neuman

Name:

Emanuel Neuman

Title:

Authorized Signatory

MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership

By:

/s/ C. Brent Winn, Jr.

Name:

C. Brent Winn, Jr.

Title:

Chief Financial Officer

EX-10.3

Filename: mdrr-ex10d3.htm · Sequence: 4

EXHIBIT 10.3

ENVIRONMENTAL INDEMNITY AGREEMENT

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) is made as of October 9, 2026, by and among Mira SAV Property, LLC, a Delaware limited liability company, having an address at c/o Spandrel Development Partners, 370 Lexington Avenue, Suite 700, New York, New York 10017, Attn: Emanuel Neuman & Ian Levine (“Borrower”), and (i) Spandrel Sponsors Fund II, LP, a Delaware limited partnership, having a primary place of business at c/o Spandrel Development Partners, 370 Lexington Avenue, Suite 700, New York, New York 10017, and (ii) Medalist Diversified Holdings, L.P., a Delaware limited partnership, having a primary place of business at c/o Medalist Diversified, Inc., P.O. Box 8436, Richmond, Virginia 23226 (collectively, “Guarantor”) (Borrower and Guarantor, collectively, “Indemnitors”) and GLP 2505 LLC, a Delaware limited liability company (“Lender” or “Indemnitee”), having an office c/o River Rock Associates LLC, 10 Glenville Street, Suite 2, Greenwich, CT 06831, and other Indemnified Parties (as hereinafter defined).

RECITALS:

A.Pursuant to that certain Loan and Security Agreement of even date herewith between Borrower and Indemnitee (as the same may be amended, restated, modified or replaced from time to time, the “Loan Agreement”), Indemnitee has made a loan to Borrower (the “Loan”) in the principal amount of THIRTEEN MILLION EIGHT HUNDRED THOUSAND and 00/100 DOLLARS ($13,800,000.00). Guarantor as direct or indirect holder of ownership interests of Borrower will benefit from the making of the Loan and is guarantying the Borrower’s Obligations under the Loan Agreement and the other Loan Documents pursuant to the Carveout Guaranty and the Completion Guaranty.

B.Borrower is the owner of certain real property located in Chatham County, Georgia, as more particularly described in Exhibit A to the Loan Agreement (said real property being collectively referred to as the “Land”; the Land, together with all structures, buildings and improvements now or hereafter located on the Land, being collectively referred to as the “Property”).

C.Indemnitee is unwilling to make the Loan unless Indemnitors agree to provide the indemnification, representations, warranties, covenants and other matters described in this Agreement for the benefit of the Indemnified Parties on the terms and conditions contained herein.

D.Indemnitors are entering into this Agreement to induce Indemnitee to make the Loan.

AGREEMENT:

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indemnitors hereby represent, warrant, covenant and agree for the benefit of the Indemnified Parties as follows:

1.Certain Representations. (a) Except as set forth in the environmental reports in respect of the Property delivered by one or more of the Indemnitors to Indemnitee (the “Reports”), which Reports are identified on Schedule 1 hereto, to the best of Indemnitors’ knowledge there are no Hazardous Substances (as hereinafter defined) or underground storage tanks in, on, under, or migrating onto or from the Property, except those that are in compliance with all Environmental Laws (as hereinafter defined) and with permits issued pursuant thereto; (b) except as set forth in the Reports, to the best of Indemnitors’ knowledge, there are no past, present or threatened Releases (as hereinafter defined) of Hazardous Substances in, on, under or from the Property which have not been remediated in accordance with all Environmental Laws; (c) except as set forth in the Reports, to the best of Indemnitors’ knowledge there is no threat of any Release of Hazardous Substances migrating to or from the Property; (d) except as set forth in the Reports, to the best of Indemnitors’ knowledge, there is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with the Property which has not been fully remediated in accordance with all Environmental Laws; (e) except as set forth in the Reports, Indemnitors do not know of, and have not received, any written or oral notice or other communication from any Person (as hereinafter defined) (including but not limited to a Governmental Authority (as hereinafter defined)) relating to Hazardous Substances or Remediation (as hereinafter defined) thereof, of possible liability of any Person pursuant to any Environmental Law, other adverse environmental conditions in connection with the Property, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; and (f) to the knowledge of Indemnitors, Indemnitors have truthfully and fully provided to Indemnitee, in writing, any and all material information relating to the environmental condition of the Property in the possession, custody or control of Indemnitors.

2.Environmental Covenants. Indemnitors covenant and agree that: (a) Indemnitors shall use commercially reasonable efforts to cause all uses and operations on or of the Property, whether by Indemnitors or any other Person under Indemnitors’ control or on the Property with Indemnitors’ permission or knowledge, to be in material compliance with all Environmental Laws and permits or authorizations required pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from the Property by Indemnitors, except those that are in compliance with all Environmental Laws and with permits or authorizations from Governmental Authorities pursuant thereto; (c) there shall be no Hazardous Substances in, on, or under the Property, except those that are in compliance with all Environmental Laws and with permits or authorizations required by Governmental Authorities pursuant thereto; (d) Indemnitors shall keep the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of Indemnitors or any other Person (the “Environmental Liens”); (e) Indemnitors shall, at their sole cost and expense, fully and expeditiously cooperate in all activities pursuant to Section 3, including but not limited to providing all relevant information and making knowledgeable persons available for interviews; (f) Indemnitors shall comply with the provisions of Section 3 hereof in all material respects; (g) Indemnitors shall, at their sole cost and expense, comply with all reasonable written requests of Indemnitee to (i) effectuate Remediation of any condition (including but not limited to a Release of a Hazardous Substance) in, on, under or from the Property to the extent such Remediation is required by Environmental Law, (ii) comply with any Environmental Law in all material respects, (iii) comply with any directive from any Governmental Authority, and (iv) take any other reasonable action necessary or appropriate for protection of human health or the environment with respect to Hazardous Substances in accordance with and to the extent required by Environmental

Law or directed by any Governmental Authority; (h) Indemnitors shall not do or allow any tenant or other user of the Property to do any act that materially increases the dangers to human health arising from Hazardous Substances or the environment or poses an unreasonable risk of harm to any Person (whether on or off the Property) arising from Hazardous Substances; and (i) Indemnitors shall promptly notify Indemnitee in writing of (after it becomes aware of) (i) any Releases of Hazardous Substances in, on, under, from or migrating toward the Property not identified or disclosed in the Reports; (ii) any non-compliance with any Environmental Laws related in any way to the Property; (iii) any actual or potential Environmental Lien; (iv) any required or proposed Remediation of environmental conditions relating to the Property; and (v) any written or oral notice or other communication of which any Indemnitors become aware from any source whatsoever (including but not limited to a Governmental Authority) relating in any way to Hazardous Substances or Remediation thereof (including relating to the Letter of Eligibility or the Existing Remedial Work), possible liability of any Person pursuant to any Environmental Law, other environmental conditions in connection with the Property, or any actual or potential administrative or judicial proceedings in connection with anything referred to in this Agreement.

3.Indemnified Rights/Cooperation and Access. In the event one or more of the Indemnified Parties have reason to believe that an environmental hazard exists on the Property that, in the reasonable discretion of the Indemnified Parties, endangers any tenant or other occupant of the Property or their guests or the general public or may materially and adversely affect the value of the Property, upon reasonable written notice from the Indemnitee, Indemnitors shall, at Indemnitors’ sole cost and expense, promptly cause an engineer or consultant reasonably satisfactory to the Indemnified Parties to conduct any environmental assessment or audit (the scope of which shall be determined in the reasonable discretion of the Indemnified Parties in light of the environmental hazard at issue) and take any samples of soil, groundwater or other water, air, or building materials or any other invasive testing reasonably requested by the Indemnified Parties and promptly deliver the results of any such assessment, audit, sampling or other testing; provided, however, if such results are not delivered to the Indemnified Parties within a reasonable period or if the Indemnified Parties have reason to believe that an environmental hazard exists on the Property that, in the reasonable discretion of the Indemnified Parties, requires a shorter period of time because of the nature of the hazard, upon reasonable written notice to one or more Persons comprising the Indemnitors, the Indemnified Parties and any other Person designated by the Indemnified Parties, including but not limited to any receiver, any representative of a governmental entity, and any environmental consultant, shall have the right, but not the obligation, to enter upon the Property upon prior notice at all reasonable times to assess any and all aspects of the environmental condition of the Property and its use, including but not limited to conducting any environmental assessment or audit (the scope of which shall be determined in the sole and absolute discretion of the Indemnified Parties) and taking samples of soil, groundwater or other water, air, or building materials, and reasonably conducting other invasive testing. Indemnitors shall cooperate with and provide the Indemnified Parties and any such Person designated by the Indemnified Parties with access to the Property. Notwithstanding anything to the contrary contained herein, Indemnitee acknowledges and agrees that (1) Hazardous Substances (or the potential therefor) have been identified on, at, under, and/or migrating to or from the Property as more fully described in the Reports; (2) certain Hazardous Substances or potential for Hazardous Substances require investigation and/or corrective action (the “Existing Remedial Work”) in accordance with the Corrective Action Plan originally dated March 14, 2019 (as amended on or around October 23, 2019, February 6, 2024, and May 5, 2025, the “CAP”) and an Environmental

Management Plan, originally dated January 22, 2024 and last updated October 16, 2025, by WSP USA Inc. (“EMP”); and (3) the Georgia Department of Natural Resources, Environmental Protection Division (“EPD”) has determined that the Property is eligible for entry into the Georgia Brownfield Program in accordance with the Georgia Brownfield Act (O.C.G.A. Section 12-8-200 et seq.) pursuant to that Letter of Eligibility dated June 6, 2019 (the “Letter of Eligibility”) and EPD has approved the CAP and EMP. Indemnitee acknowledges and agrees that it has received the Letter of Eligibility, the CAP and the EMP, and that there shall be no default, violation, or noncompliance with this Agreement or any of the other Loan Documents with respect to Indemnitors’ environmental representations, covenants, and obligations so long as Indemnitors continue to diligently prosecute Existing Remedial Work pursuant to the CAP and EMP to completion under and pursuant to the Georgia Brownfield Act.

4.Indemnification. Indemnitors covenant and agree, at their sole cost and expense, to protect, defend, indemnify, release and hold Indemnified Parties harmless from and against any and all Losses (as hereinafter defined) imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) the presence of any Hazardous Substances in, on, above, under or migrating onto or off the Property; (b) any past or present Release of Hazardous Substances in, on, above, under or migrating onto or from the Property; (c) any activity by any of the Indemnitors, any Person affiliated with Indemnitors, and any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any time located in, under, on or above the Property; (d) any activity by any of the Indemnitors, any Person affiliated with Indemnitors, and any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to Environmental Law or court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past, present or threatened non-compliance or violations of any Environmental Laws (or permits required pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by any of the Indemnitors, any Person affiliated with Indemnitors, and any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in this Agreement; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property due to the presence of Hazardous Substances, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of any of the Indemnitors, any Person affiliated with Indemnitors, and any tenant or other user of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment relating to the Property, of Hazardous Substances at any facility or incineration vessel containing such or similar Hazardous Substances; and (j) any acts of any of the Indemnitors, any Person affiliated with any Indemnitors, and any tenant or other user of the Property in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites from which there is a Release of any Hazardous Substance which causes the incurrence of costs for Remediation.

5.Duty to Defend and Attorneys and Other Fees and Expenses. With respect to matters subject to the indemnification under this Agreement, upon written request by any Indemnified Party, Indemnitors shall defend same (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals selected by Indemnitors and reasonably approved by the Indemnified Parties. Notwithstanding the foregoing, any Indemnified Parties may, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding insofar as it applies to such Indemnified Parties, providing that no compromise or settlement shall be entered without Indemnitors’ consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitors shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys (other than attorneys Indemnified Parties elect to retain in addition to Indemnitors’ attorneys; provided, however, if Indemnitors’ counsel has a conflict of interest in representing any Indemnified Party and such Indemnified Party retains additional attorneys as a result thereof, Indemnitors shall be responsible for the reasonable fees and disbursements of such attorneys), engineers, environmental consultants, laboratories and other professionals in connection therewith.

6.Definitions. Capitalized terms used herein and not specifically defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement. As used in this Agreement, the following terms shall have the following meanings:

The term “Environmental Law” means any present and future federal, state and local laws, statutes, ordinances, rules, regulations and the like, as well as common law, relating to protection of human health or the environment, relating to Hazardous Substances, relating to liability for or costs of other actual or threatened danger to human health or the environment. The term “Environmental Law” includes, but is not limited to, the following statutes, as amended, any successor thereto, and any regulations promulgated pursuant thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues: the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act; the Hazardous Substances Transportation Act; the Resource Conservation and Recovery Act (including but not limited to Subtitle I relating to underground storage tanks); the Solid Waste Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking Water Act; the Occupational Safety and Health Act; the Federal Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the National Environmental Policy Act; the River and Harbors Appropriation Act, and the Georgia Brownfield Act. The term “Environmental Law” also includes, but is not limited to, any present and future federal, state and local laws, statutes ordinances, rules, regulations, permits or authorizations and the like, as well as common law that (a) condition transfer of property upon a negative declaration or other approval of a Governmental Authority of the environmental condition of the Property; (b) require notification or disclosure of Releases of Hazardous Substances or other environmental conditions of the Property to any Governmental Authority or other Person, whether or not in connection with transfer of title to or interest in property; or (c) impose conditions or requirements in connection with permits or other authorization for lawful activity relating to Hazardous Substances.

The term “Governmental Authority” means any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (foreign, federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence and any entity delegated authority pursuant to Environmental Law with jurisdiction over the Property or Indemnitors.

The term “Hazardous Substances” means (i) any element, compound or chemical, whether naturally occurring or manmade, that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substance, extremely hazardous substance or chemical, hazardous waste, special waste, or solid waste, or words of similar import or regulatory effect under Environmental Laws, or that is likely to cause immediately, or at some future time, harm to or have an adverse effect on, the environment or risk to human health or safety, including, without limitation, any pollutant, contaminant, waste, hazardous waste, toxic substance or dangerous good which is defined or identified in any Environmental Law and which is present in the environment in such quantity or state that it contravenes any Environmental Law; (ii) petroleum and its refined products; (iii) polychlorinated biphenyls; (iv) any substance exhibiting a hazardous waste characteristic, including, without limitation, corrosivity, ignitability, toxicity or reactivity as well as any radioactive or explosive materials; and (v) any raw materials, building components (including, without limitation, asbestos-containing materials) and manufactured products containing hazardous substances listed or classified as such under Environmental Laws.

The term “Indemnified Parties” includes Indemnitee, any Person who is or will have been involved in the origination of the Loan, any Person who is or will have been involved with the servicing of the Loan, any Person in whose name the encumbrance created by the Mortgage is or will have been recorded, any Person who may hold or acquire or will have held a full or partial interest in the Loan (including, but not limited to, Investors (as hereinafter defined)), as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including, but not limited to, any other Person who holds or acquires, or will have held, a participation or other full or partial interest in the Loan or the Property, whether during the term of the Loan including, but not limited to, any successors by merger, consolidation or acquisition of all or a substantial portion of Indemnitee’s assets and business).

The term “Investors” means collectively, any purchaser, transferee, assignee, servicer, participant or investor of or in the Loan.

The term “Legal Action” means any claim, suit or proceeding, whether administrative or judicial in nature.

The term “Loan Documents” means the Loan Agreement, the Note, the Mortgage, all other documents evidencing or securing the Note (including all additional mortgages, guarantees and assignments of leases and rents) and all other documents executed or delivered in connection therewith.

The term “Losses” includes any losses, damages, costs, fees, expenses, claims, suits, judgments, awards, liabilities (including but not limited to strict liabilities), obligations, debts, fines, penalties, charges, costs of Remediation (whether or not performed voluntarily), amounts paid in settlement, litigation costs, reasonable attorneys’ fees, engineers’ fees, environmental consultants’ fees, and investigation costs (including but not limited to costs for sampling, testing and analysis of soil, water, air, building materials, and other materials and substances whether solid, liquid or gas), of whatever kind or nature, and whether or not incurred in connection with any judicial or administrative proceedings, actions, claims, suits, judgments or awards, but expressly excluding punitive, special or consequential damages and diminution in the value of the Property due to the presence of Hazardous Substances at, on, under, in, or from the Property as of the date of this Agreement except to the extent payable to a third party.

The term “Person” means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

The term “Release” includes, but is not limited to, any actual or threatened release, deposit, discharge, emission, leaking, leaching, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous Substances in violation of Environmental Law.

The term “Remediation” includes, but is not limited to, any response, remedial, removal, or corrective action in accordance with and to the extent required under Environmental Law or by the CAP or EMP, including the development and implementation of any institutional or engineered controls and any associated maintenance and monitoring obligations; any activity to clean up, detoxify, decontaminate, contain or otherwise remediate any Hazardous Substance; any actions to prevent, cure or mitigate any Release of any Hazardous Substance; any action to comply with any Environmental Laws or with any permits or authorizations issued or required pursuant thereto; any inspection, investigation, study, monitoring, assessment, audit, sampling and testing, laboratory or other analysis, or evaluation relating to any Hazardous Substances or to anything referred to herein.

7.Unimpaired Liability. The liability of Indemnitors or any Person who succeeds Indemnitors or any Person as owner of the Property under this Agreement shall in no way be limited or impaired by, and Indemnitors hereby consent to and agree to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee. In addition, the liability of Indemnitors under this Agreement shall in no way be limited or impaired by (a) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (b) any sale or transfer of all or part of the Property, (c) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitors, (d) the accuracy or inaccuracy of the representations and warranties made by one or more of Indemnitors under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (e) the release of Indemnitors or any other Person from performance or observance of any of the

agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (f) the release or substitution in whole or in part of any security for the Loan, or (g) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan; and, in any such case, whether with or without notice to Indemnitors and with or without consideration.

8.Enforcement. Indemnified Parties may enforce the obligations of Indemnitors without first resorting to or exhausting any security or collateral or without first having recourse to the Note, the Loan Agreement, the Mortgage or any other Loan Documents or any of the Property, through foreclosure proceedings or otherwise, provided, however, that nothing herein shall inhibit or prevent Indemnitee from suing on the Note, foreclosing, or exercising any power of sale under, the Mortgage or exercising any other rights and remedies thereunder. This Agreement is not collateral or security for the Note, unless Indemnitee expressly elects in writing to make this Agreement additional collateral or security for the Note, which Indemnitee is entitled to do in its sole and absolute discretion. It is not necessary for an Event of Default to have occurred for Indemnified Parties to exercise their rights pursuant to this Agreement. Notwithstanding any provision of the Loan Agreement to the contrary, the obligations pursuant to this Agreement are exceptions to any non-recourse or exculpation provision of the Loan Agreement; Indemnitors are fully and personally liable for such obligations, and such liability is not limited to the original or amortized principal balance of the Loan or the value of the Property.

9.Survival. The obligations and liabilities of Indemnitors under this Agreement shall fully survive, to the maximum extent permitted by law, for the applicable statute of limitations provided all Obligations have been fully satisfied (and if any Obligations remain outstanding, the obligations and liability of Indemnitors under this Agreement shall fully survive until the Obligations are fully satisfied) notwithstanding any termination, satisfaction, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a deed in lieu of foreclosure of the Mortgage. Notwithstanding the provisions of this Agreement to the contrary, the liabilities and obligations of Indemnitors hereunder shall not apply to the extent that Indemnitors can prove that such liabilities and obligations arose solely from Hazardous Substances that: (a) were not present on the Property prior to the date that Indemnitee or its nominee (or a purchaser at foreclosure) acquired title to the Property or a receiver or similar Person took possession of the Property, whether by foreclosure, exercise of power of sale or otherwise and (b) were not the result of any act or negligence or willful misconduct of Indemnitors or any of Indemnitors’ Affiliates.

10.Interest. Any amounts payable to any Indemnified Parties under this Agreement shall become immediately due and payable on demand and, if not paid within thirty (30) days of such written demand therefor, shall thereafter bear interest at the lesser of (a) the Default Rate and (b) the maximum interest rate which Indemnitors may by law pay or Indemnified Parties may charge and collect, provided that the foregoing shall be subject to the usury provisions of Section 25 of the Loan Agreement.

11.Waivers. (a) Indemnitors hereby waive (i) any right or claim of right to cause a marshaling of Indemnitors’ assets or to cause Indemnitee or other Indemnified Parties to

proceed against any of the security for the Loan before proceeding under this Agreement against Indemnitors; (ii) and relinquish all rights and remedies accorded by applicable law to indemnitors or guarantors, except any rights of subrogation which Indemnitors may have, provided that the indemnity provided for hereunder shall neither be contingent upon the existence of any such rights of subrogation nor subject to any claims or defenses whatsoever which may be asserted in connection with the enforcement or attempted enforcement of such subrogation rights including, without limitation, any claim that such subrogation rights were abrogated by any acts of Indemnitee or other Indemnified Parties; (iii) the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against or by Indemnitee or other Indemnified Parties; (iv) notice of acceptance hereof and of any action taken or omitted in reliance hereon; (v) except as provided in the Loan Documents, presentment for payment, demand of payment, protest or notice of nonpayment or failure to perform or observe, or other proof, or notice or demand; and (vi) all homestead exemption rights against the obligations hereunder and the benefits of any statutes of limitations or repose. Notwithstanding anything to the contrary contained herein, Indemnitors hereby agree to postpone the exercise of any rights of subrogation with respect to any collateral securing the Loan until the Loan shall have been paid in full.

(b)INDEMNITORS HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY ACTS OR OMISSIONS OF ANY INDEMNIFIED PARTIES IN CONNECTION THEREWITH.

12.Subrogation. Indemnitors shall take any and all reasonable actions, including institution of Legal Action against third parties, necessary or appropriate to obtain reimbursement, payment or compensation from such Person responsible for the presence of any Hazardous Substances at, in, on, under or near the Property or otherwise obligated by law to bear the cost.

13.Indemnitors’ Representations and Warranties. Each Indemnitor represents and warrants (as to itself and not any other Indemnitor) that:

(a)it has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement by such Indemnitor have been duly and validly authorized; and all requisite action has been taken by such Indemnitor to make this Agreement valid and binding upon such Indemnitor, enforceable in accordance with its terms;

(b)its execution of, and compliance with, this Agreement is in the ordinary course of business of each Indemnitor and will not result in the breach of any term or provision of the operating agreement, charter, by-laws, partnership or trust agreement, or other governing instrument of such Indemnitor or result in the breach of any term or provision of, or conflict with or constitute a default under, or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which such Indemnitor or the Property

is subject (other than the Loan Documents), or result in the violation of any law, rule, regulation, order, judgment or decree to which such Indemnitor or the Property is subject;

(c)to the best of each Indemnitor’s knowledge, there is no action, suit, proceeding or investigation pending or threatened in writing against it which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of such Indemnitor, or in any material impairment of the right or ability of such Indemnitor to carry on their businesses substantially as now conducted, or in any material liability on the part of such Indemnitor, or which would draw into question the validity of this Agreement or of any action taken or to be taken in connection with the obligations of such Indemnitor contemplated herein, or which would be likely to impair materially the ability of such Indemnitor to perform under the terms of this Agreement;

(d)it does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;

(e)to the best of each Indemnitor’s knowledge, no approval, authorization, order, license or consent of, or registration or filing with, any governmental authority or other person, and no approval, authorization or consent of any other party is required in connection with this Agreement; and

(f)this Agreement constitutes a valid, legal and binding obligation of each Indemnitor, enforceable against such Indemnitor in accordance with the terms hereof subject to bankruptcy, insolvency and other laws affecting the rights of creditors and to general equitable principles.

14.No Waiver. No delay by any Indemnified Party in exercising any right, power or privilege under this Agreement shall operate as a waiver of any such privilege, power or right.

15.Notice of Legal Actions. Each Indemnitor shall, within ten (10) days of receipt thereof, give written notice to Indemnitee of (a) any notice, advice or other communication from any Governmental Authority or any source whatsoever with respect to Hazardous Substances on, in, under, above, from or affecting the Property, and (b) any Legal Action brought against such party or related to the Property, with respect to which Indemnitors may have liability under this Agreement. Such notice shall comply with the provisions of Section 19.

16.Intentionally Omitted.

17.Transfer of Loan. (a) Indemnitee may, at any time, sell, transfer or assign all or any portion of its interest in the Note, the Loan Agreement, the Mortgage, this Agreement and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage pass-through certificates. Subject to the provisions of the Loan Agreement, Indemnitee may forward to each Investor and each prospective Investor, all documents and information which Indemnitee now has or may hereafter acquire relating to Indemnitors and the Property, whether furnished by Indemnitors, any guarantor or otherwise, as Indemnitee determines reasonably necessary or desirable. Indemnitors and any guarantor agree to reasonably cooperate (at Indemnitee’s cost) with Indemnitee in connection with any transfer made

pursuant to this Section, including, without limitation, the delivery of an estoppel certificate and such other documents as may be reasonably requested by Indemnitee. Indemnitors shall also furnish, and Indemnitors and any guarantor hereby consent to Indemnitee furnishing to such Investors or such prospective Investors, any and all information concerning the financial condition of the Indemnitors and any guarantor and any and all information concerning the Property and any Leases, as may be reasonably requested by Indemnitee, any Investor or any prospective Investor in connection with any sale, transfer or participation interest, subject to the terms of the Loan Agreement.

(b)Upon any transfer or proposed transfer contemplated above and by the Loan Agreement (including, without limitation, Section 23 thereof) of the Loan Agreement, at Indemnitee’s request, Indemnitors shall provide an estoppel certificate to the Investor or any prospective Investor in such form, substance and detail as Indemnitee, such Investor or prospective Investor may reasonably require.

18.Taxes. Indemnitors have filed all federal, state, county, municipal, and city income and other tax returns required to have been filed by them and have paid all taxes and related liabilities which have become due pursuant to such returns or pursuant to any assessments received by them. Indemnitors have no knowledge of any basis for any additional assessment in respect of any such taxes and related liabilities for prior years.

19.Notices. All notices or other written communications hereunder shall be made in accordance with Section 26 of the Loan Agreement. Notwithstanding the foregoing, any notice to be given to Indemnitors hereunder shall also be sent directly to Medalist Diversified Holdings, L.P. at its address set forth above (or such other address as Medalist may designate by written notice to Indemnitee), with a copy to Williams Mullen, Attention: R. James, 200 South 10th Street, Suite 1600, Richmond, Virginia 23219.

20.Duplicate Originals; Counterparts. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single agreement. The failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.

21.No Oral Change. This Agreement, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Indemnitors or any Indemnified Party, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

22.Headings, Etc. The headings and captions of various sections of this Agreement are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.

23.Number and Gender/Successors and Assigns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as

the identity of the Person referred to may require. Without limiting the effect of specific references in any provision of this Agreement, the term “Indemnitors” shall be deemed to refer to each and every Person comprising the Indemnitors from time to time, as the sense of a particular provision may require, and to include the heirs, executors, administrators, legal representatives, successors and assigns of Indemnitors, all of whom shall be bound by the provisions of this Agreement, provided that no obligation of Indemnitors may be assigned except with the written consent of Indemnitee. Each reference herein to Indemnitee shall be deemed to include its successors and assigns. This Agreement shall inure to the benefit of Indemnified Parties and their respective successors and assigns forever.

24.Release of Liability. Any one or more parties liable upon or in respect of this Agreement may be released without affecting the liability of any party not so released.

25.Rights Cumulative. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies which Indemnitee has under the Note, the Mortgage, the Loan Agreement or the other Loan Documents or would otherwise have at law or in equity.

26.Inapplicable Provisions. If any term, condition or covenant of this Agreement shall be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision.

27.Governing Law. This Agreement shall be governed in accordance with the terms and provisions of Section 30(a) of the Loan Agreement.

28.Joint and Several Liability. If this Agreement is executed by one or more individuals or entities, all such individuals and entities shall be jointly and severally liable for all obligations hereunder.

29.Miscellaneous. Wherever pursuant to this Agreement (i) Indemnitee exercises any right given to it approve or disapprove, (ii) any arrangement or term is to be satisfactory to Indemnitee, or (iii) any other decision or determination is to be made by Indemnitee, the decision of Indemnitee to approve or disapprove, all decisions that arrangements or terms are satisfactory or not satisfactory and all other decisions and determinations made by Indemnitee, shall be in the sole and absolute discretion of Indemnitee and shall be final and conclusive, except as may be otherwise expressly and specifically provided herein.

[Remainder of page intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF, this Agreement has been executed by Indemnitors and is effective as of the day and year first above written.

BORROWER:

MIRA SAV PROPERTY, LLC,

a Delaware limited liability company

By:

/s/ Emanuel Neuman

Name:

Emanuel Neuman

Title:

Authorized Signatory

State of _________)

) ss:

County of __________)

_________________________

Notary Public

GUARANTOR:

SPANDREL SPONSORS FUND II, LP,

a Delaware limited partnership

By:

/s/ Emanuel Neuman

Name:

Emanuel Neuman

Title:

Authorized Signatory

State of _________)

) ss:

County of __________)

_________________________

Notary Public

GUARANTOR:

MEDALIST DIVERSIFIED HOLDINGS, L.P.,

a Delaware limited partnership

By:

/s/ C. Brent Winn, Jr.

Name:

C. Brent Winn, Jr.

Title:

Chief Financial Officer

State of _________)

) ss:

County of __________)

_________________________

Notary Public

EX-10.4

Filename: mdrr-ex10d4.htm · Sequence: 5

EXHIBIT 10.4

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 9, 2026, is made and entered into by and among MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership (“MDI Guarantor”), MDI MIRA SAV, LLC, a Delaware limited liability company (“MDI”, and together with MDI Guarantor, collectively, the “MDI Parties” and individually each, a “MDI Party”), SPANDREL SPONSORS FUND II, LP, a Delaware limited partnership (“MSV Guarantor”, and together with MDI Guarantor, collectively, the “Guarantors” and individually each, a “Guarantor”), and MIRA SAV VENTURE, LLC, a Delaware limited liability company (“MSV”, and together with MSV Guarantor, collectively, the “MSV Parties” and individually each, a “MSV Party”). Each of MDI Guarantor, MDI, MSV Guarantor and MSV are referred to collectively herein as the “Parties” and individually each, a “Party”.

RECITALS

A. MDI and MSV are all of the members of MIRA SAV PARTNERS, LLC, a Delaware limited liability company (the “Joint Venture”);

B.The Joint Venture is governed by that certain Limited Liability Company Operating Agreement of the Joint Venture, executed as of September 1, 2026 (the “Execution Date”) and effective as of the Effective Date (as defined therein) of September 11, 2026 (as the same may be amended, modified or supplemented from time to time, the “JV Agreement”);

C.The Joint Venture is the sole member of MIRA SAV PROPERTY, LLC, a Delaware limited liability company (the “Borrower”);

D.Pursuant to that certain Loan and Security Agreement (as amended, amended and restated, supplemented, extended, replaced, refinanced or otherwise modified from time to time, the “Loan Agreement”), dated as of the date hereof by and among the Borrower and GLP 2505 LLC, a Delaware limited liability company, as lender (together with its successors and assigns, “Lender”), Borrower has become indebted to Lender with respect to a certain loan in the maximum aggregate principal amount of Thirteen Million Eight Hundred Thousand and No/100 Dollars ($13,800,000.00) (the “Loan”);

E. The Loan is secured by, among other things, that certain Non-Recourse Carveout Guaranty dated as of the date hereof and entered into by each Guarantor in favor of Lender (the “Carveout Guaranty”), that certain Completion Guaranty dated as of the date hereof and entered into by each Guarantor in favor of Lender (the “Completion Guaranty”), and that certain Environmental Indemnity Agreement dated as of the date hereof and entered into by Borrower and each Guarantor in favor of Lender (the “Indemnity Agreement”, and together with the Carveout Guaranty and the Completion Guaranty, individually or collectively as the context may require, the “Guaranty”); and

F.As a condition of the Guarantors agreeing to execute and deliver the Guaranty and thereby facilitating the making of the Loan to the Borrower, the Parties have agreed to execute and

deliver this Agreement.

NOW, THEREFORE, each of the Guarantors having been induced to execute and deliver the Guaranty and in consideration thereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto unconditionally guarantee and agree as follows:

1.Recital Incorporated; Defined Terms. The recitals set forth hereinabove in this Agreement are hereby incorporated into this Agreement as if fully set forth herein. Capitalized terms used herein, and not otherwise defined herein, shall have the meanings ascribed to such terms in the JV Agreement. For purposes of this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):

(i)“Loss” shall mean any and all actual out-of-pocket liabilities, obligations, losses, damages, costs, expenses and disbursements (including reasonable attorneys’ fees and disbursements) of any kind whatsoever (excluding lost profits, loss of revenue, diminution in value, or consequential or punitive damages) related to or arising under the Guaranty, including, without limitation, any and all default interest amount or other increase in the interest amount arising from any breach or default under the Loan, any fees or costs related to any breach of or default under Loan, and the costs, fees and expenses (including broker and in house and outside counsel legal fees and expenses) relating to or arising out of paying off the Loan and refinancing the Property, as well as for all in house and outside counsel legal costs and expenses incurred by the Borrower, the Joint Venture, the MDI Parties or the MSV Parties arising as a result of or in connection with enforcing any indemnification claims of such Parties pursuant to this Agreement; provided, however, for the avoidance of doubt, Losses shall not include any Repayment Costs. Notwithstanding the foregoing, “Loss” shall not include any liability, obligation, loss, damage, cost, expense or disbursement arising under the Completion Guaranty but only to the extent such liability, obligation, loss, damage, cost, expense or disbursement constitutes a Cost Overrun (as defined in the JV Agreement) that (A) is the sole responsibility of MSV pursuant to Section 8.3.2 of the JV Agreement, unless MSV has timely disputed the characterization of the applicable Cost Overrun under Section 8.3.4 of the JV Agreement, and (B) MSV has failed to fund as a Cost Overrun Loan in accordance with Section 8.3 of the JV Agreement (an “MSV Overrun Liability”). For the avoidance of doubt, an MSV Overrun Liability shall not include any amount that constitutes (1) a Permitted Cost Overrun, (2) a Member Bad Act Cost Overrun attributable to the MDI Parties or their Affiliates, (3) a Cost Overrun arising after the removal or withdrawal of MSV (or any Affiliate of MSV) as Manager of the Joint Venture, or (4) any expenditure the characterization of which is disputed pursuant to Section 8.3.4 of the JV Agreement, until such dispute is finally resolved in accordance therewith, and pending such resolution any Loss related thereto shall be shared by the MDI Parties and the MSV Parties in accordance with their respective Pro Rata Shares. If it is subsequently determined (whether by written agreement of the Members or pursuant to the dispute resolution procedures set forth in Section 22.11 of the JV Agreement) that any such disputed expenditure constitutes an MSV Overrun Liability, the MSV Parties shall promptly reimburse the MDI Parties for all amounts the MDI Parties funded or paid in respect thereof (including under any Guaranty).

(ii)“Pro Rata Share” means, with respect to the MDI Parties or the MSV Parties, as applicable, as of the date of any applicable Loss and/or Repayment Cost, as applicable, such Parties’ “pro rata share” calculated in accordance with Section 8.6.3 of the JV Agreement.

(iii)“MDI Party Caused Liability” means any Loss attributable to the fraud, bad faith, gross negligence, or willful misconduct of the MDI Parties or their respective Affiliates.

(iv)“MSV Party Caused Liability” means any Loss attributable to the fraud, bad faith, gross negligence, or willful misconduct of the MSV Parties or their respective Affiliates.

(v)“Repayment Cost” means any principal and regular interest amount due under the Loan.

2.Contribution Obligation.

(a)Share of Losses and Repayment Costs. (i) If the Loss is (A) a Loss which is neither a MDI Party Caused Liability nor a MSV Party Caused Liability, then the MDI Parties and MSV Parties shall be responsible for their respective Pro Rata Share of such Loss, (B) a MDI Party Caused Liability and not a MSV Party Caused Liability, then the MDI Parties shall be solely responsible for such Loss, or (C) a MSV Party Caused Liability and not a MDI Party Caused Liability, then the MSV Parties shall be solely responsible for such Loss, and (ii) the MDI Parties and MSV Parties shall be responsible for their respective Pro Rata Share of any Repayment Costs, and (iii) the MSV Parties shall be solely responsible for any MSV Overrun Liability; provided, however, that the amount of any MSV Overrun Liability shall be reduced by any amount funded by MDI pursuant to Section 11.6.2(d) of the JV Agreement (or otherwise elected by MDI to be treated as an Additional Capital Contribution under the JV Agreement) to cure the circumstances giving rise thereto, and any such MDI funding shall be treated solely as an Additional Capital Contribution under the JV Agreement and MDI’s sole recovery with respect thereto shall be pursuant to the distribution provisions of the JV Agreement (and not under this Agreement). The Parties hereto acknowledge and agree that, as between the MDI Parties, on the one hand, and the MSV Parties, on the other hand, and the obligations of the MDI Parties hereunder shall be joint and several as to each such MDI Party, the obligations of the MSV Parties hereunder shall be joint and several as to each such MSV Party.

(b)Indemnity or Reimbursement by the MDI Parties. The MDI Parties agree to bear, reimburse and/or indemnify, as applicable, the MSV Parties with respect to any Losses and/or Repayment Costs, as applicable, paid by any MSV Party under any Guaranty (i) that are described in Section 2(a)(i)(A) above, to the extent such payment exceeds the MSV Parties’ aggregate Pro Rata Share of such Loss, (ii) that are described in Section 2(a)(i)(B) above, for 100% of such Loss, and (iii) that are described in Section 2(a)(ii) above, to the extent such payment exceeds the MSV Parties’ aggregate Pro Rata Share of such Repayment Cost.

(c)Indemnity or Reimbursement by the MSV Parties. The MSV Parties agree to bear, reimburse and/or indemnify, as applicable, the MDI Parties with respect to any Losses and/or Repayment Costs, as applicable, paid or required to be paid by any MDI Party under any Guaranty (i) that are described in Section 2(a)(i)(A) above, to the extent such payment exceeds the MDI Parties’ aggregate Pro Rata Share of such Loss, (ii) that are described in Section 2(a)(i)(C)

above, for 100% of such Loss, (iii) that are described in Section 2(a)(ii) above, to the extent such payment exceeds the MDI Parties’ aggregate Pro Rata Share of such Repayment Cost, and (iv) that are described in Section 2(a)(iii) above, for 100% of such MSV Overrun Liability paid by any MDI Party under the Completion Guaranty; provided, however, that any amounts funded by MDI as an Additional Capital Contribution pursuant to Section 11.6.2(d) of the JV Agreement (or otherwise elected by MDI to be treated as an Additional Capital Contribution) shall not be recoverable under this Agreement, and MDI’s sole recovery with respect to such amounts shall be pursuant to the distribution provisions of the JV Agreement.

(d)Delivery of Notices. Each of the Guarantors shall deliver to the other Parties required to pay all or its Pro Rata Share of any Losses and/or Repayment Costs under this Section 2 (such other Parties, the “Indemnitor(s)”) copies of any claims or demands for payment under any Guaranty received by such Guarantor from Lender promptly following its receipt thereof (provided failure to promptly deliver a copy of same shall not affect the obligations of the Indemnitor(s) hereunder).

(e)Payment Procedures. Each Indemnitor agrees to pay any amount owed under this Section 2 within fifteen (15) days after receipt of written notice (each, a “Payment Notice”) from the applicable Guarantor setting forth the amount owed, together with supporting documentation indicating the Loss and/or Repayment Cost, as applicable, suffered and the Indemnitor’s share thereof. In the event that any Indemnitor fails to timely make any payment required pursuant to this Agreement (each, a “Failed Payment”), then (i) each Failed Payment shall incur interest at a rate of the lower of 18% per annum and the maximum rate of interest permitted under applicable law and (ii) the Guarantor may elect to have (A) the Member Affiliated with such Indemnitor be deemed a “Non-Contributing Member” pursuant to (and as defined under) the JV Agreement, and the Member not Affiliated with such Indemnitor shall be deemed a “Contributing Member” pursuant to (and as defined under) the JV Agreement; and (B) and the amount of the corresponding Failed Payment plus interest be deemed a “Contribution Loan” (as defined under the JV Agreement) as of the date such corresponding Payment Notice is delivered to the Non-Contributing Member, and otherwise pursuant to and in accordance with Section 8.2 of the JV Agreement provided, however, that the Parties Affiliated with the non-funding Indemnitors under all circumstances (notwithstanding actions taken under the JV Agreement) shall remain liable for the repayment of the Failed Payment with interest. Until a Guarantor is repaid in full for any amount payable to it hereunder (together with all interest accrued thereon), any amounts that would be distributed to the Member Affiliated with the non-funding Indemnitors under the JV Agreement shall instead be paid to such Guarantor.

(f)Return of Guaranty Payment. If any Loss and/or Repayment Cost, as applicable, previously paid to Lender is returned, either in whole or in part (such amount the “Returned Payment”), whether as a result of an act or performance by any Guarantor or other person or entity, as a result of a court determination of an absence of liability under the applicable Guaranty, or otherwise, then such Returned Payment shall be distributed among the Parties in the amounts required such that Guarantors will bear liability under the applicable Guaranty following such distribution in a manner consistent with allocation of the Loss and/or Repayment Cost, as applicable, under Section 2(a) above.

3.Waivers. Each Indemnitor hereby waives, as to itself and its Affiliates: (a) all statutes of limitations as a defense to any action or proceeding brought hereunder, to the fullest extent permitted by law; (b) any right it may have to require any other Guarantor to pursue any other remedy in the other Guarantor’s power to pursue; (c) any defense based upon any legal disability of any Guarantor or any other defense of any other Guarantor or any discharge or limitation of the liability of any other Guarantor to the Lender (or the other lenders), as applicable, whether consensual or arising by operation of law or by operation of any federal or state bankruptcy or insolvency law (“Insolvency Proceeding”), or from any other cause, or any rejection or disaffirmation of the Loan or any part thereof, or any security held for the Loan in any Insolvency Proceeding, or any claim that any other Guarantor’s obligations exceed or are more burdensome than those of such Indemnitor; (d) any defense based on any action taken or omitted by the other Guarantor in any Insolvency Proceeding involving Loan, the Property, or the Indemnitor or the applicable Member that is Affiliated with the Indemnitor, including any election to have the other Guarantor claim allowed as being secured, partially secured or unsecured, any extension of credit by the other Guarantor to the Property in any Insolvency Proceeding, and the taking and holding by any other Guarantor of any security for any such extension of credit; (e) except to the extent expressly provided for herein to the contrary, presentment, demand, protest and notice of any kind; (f) any and all rights and defenses arising out of an election of remedies by Lender even though that election of remedies, such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed the other Guarantor’s rights of subrogation and reimbursement; (g) the benefits, if so entitled to any benefits, of any or all anti-deficiency statutes or single-action legislation; and (h) any other rights and remedies afforded by applicable law. Notwithstanding the foregoing, no Indemnitor waives any defense of prior payment by or prior performance of such Indemnitor or its Affiliate.

4.Miscellaneous Rights. Each Indemnitor’s liability hereunder shall not be affected by any of the following actions (except to the extent the consent of any Member or Manager Affiliated with such Indemnitor is required for such action under the JV Agreement but was not obtained prior to taking such action): (a) except as provided below, the altering by Lender of the Loan or any part thereof, including, without limitation, the compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the indebtedness evidenced by the Loan Documents or any part thereof; (b) the taking and holding by Lender of any security for the Loan and the acceptance of additional or substituted security, the subordination, compromise, exchange, enforcement, waiver, release, failure to perfect or sell or otherwise dispose of any security, or the release of Borrower, of its liability for all or any part of the indebtedness under the Loan Documents; and (c) the application of any security now or later to be held for the indebtedness under the Loan Documents, and the proceeds of such security, in any order that Lender choose, the direction of the order and manner of any sale of all or any part of such security, and the bidding by the Lender (or the other lenders) or any other person at any such sale. Without limiting the foregoing, each Indemnitor hereby waives any defense to the full and timely performance of its obligations under this Agreement that may arise or exist as a result of the exercise by Lender of any of the foregoing rights and actions (except to the extent the consent of any Member or Manager Affiliated with such Indemnitor is required for such action under the JV Agreement but was not obtained).

5.Representations and Warranties. Each Party hereto represents and warrants to the other Parties as follows:

(a)this Agreement constitutes a valid and binding agreement enforceable against such Party in accordance with its terms;

(b)such Party’s obligations under this Agreement do not conflict with its obligations under any other agreement;

(c)such Party has reviewed each Guaranty and all other Loan Documents; and

(d)such Party is the owner of direct and/or indirect interests in Borrower and will derive substantial benefit from the making of the Loan in accordance with the Loan Documents.

6.Additional, Independent and Unsecured Obligations. This Agreement is a continuing guaranty of payment and not of collection and cannot be revoked by any Party and shall continue to be effective with respect to any obligations referenced in Section 2 hereof arising or created after any attempted revocation hereof or after the death of any Party (if such Party is a natural person, in which event this Agreement shall be binding upon the applicable estate and legal representatives and heirs).

7.Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the Parties hereto and their respective permitted successors, heirs, administrators and assigns. Notwithstanding the foregoing, no Party shall have any right to assign this Agreement in whole or in part to any other person or entity without the prior written consent of the other Parties (which consent may be withheld in such other Parties’ sole and absolute discretion).

8.Amendments. Except as otherwise expressly provided herein, this Agreement may be amended or modified only by a written instrument executed by each Party. No amendments to or modifications of or waivers under this Agreement shall be valid or binding unless made in a writing signed by the appropriate Party or Parties and expressly stating that it intends to amend or modify, or waive a right under, this Agreement and specifying the provision intended to be amended, modified or waived.

9.Governing Law; Dispute Resolution. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware (without regard for conflict of laws principles). The Parties hereby consent to dispute resolution as set forth in Section 22.11 of the JV Agreement.

10.WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.

11.Notices. All notices, demands, consents, approvals, requests or other communications which any of the Parties to this Agreement may desire or be required to give hereunder (each, a “Notice” and collectively, “Notices”) shall be in writing and shall be given by (a) personal delivery, (b) electronic mail transmission or (c) a reputable overnight courier service, fees prepaid, addressed as follows:

If to a MDI Party:

MDI Mira Sav, LLC

c/o Medalist Diversified, Inc.

P.O. Box 8436

Richmond, Virginia 23226

Attention: Brent Winn

Email: bwinn@medalistdst.com

With a copy to:

Williams Mullen

222 Central Park Avenue, Suite 1700

Virginia Beach, Virginia 23462

Attention: T. Rhys James

Email: rjames@williamsmullen.com

If to a MSV Party:

Mira SAV Venture, LLC

c/o Spandrel Development Partners, LLC

370 Lexington Avenue, Suite 700

New York, New York 10017

Attention: Ian Levine and Emanuel Neuman

Phone: (646) 747-2199

Email: ilevine@spandreldevelopment.com and

eneuman@spandreldevelopment.com

With a copy to:

Akerman LLP

1251 Avenue of the Americas, 37th Floor,

New York, New York 10024

Attention: Ronald Kornreich

Email: ronald.kornreich@akerman.com

Any Party may designate another addressee (and/or change its address) for Notices hereunder by a Notice given pursuant to this Section 11. A Notice sent in compliance with the provisions of this Section 11 shall be deemed given on the date of receipt or refusal of delivery.

12.Merger of Prior Agreements. This Agreement, together with the JV Agreement, collectively constitute the entire agreement among the Parties regarding the matters herein and supersede all prior agreements and understandings between the Parties relating to the subject matter hereof.

13.Enforcement. If any Party hereto fails to perform any of its obligations under this Agreement or if a dispute arises between the Parties hereto concerning the meaning or

interpretation of any provision of this Agreement, then the defaulting Party or the Party not prevailing in such dispute shall pay any and all costs and expenses incurred by the other Party on account of such default and/or in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys’ fees and disbursements. Any such attorneys’ fees and other expenses incurred by either Party in enforcing a judgment in its favor under this Agreement shall be recoverable separately from and in addition to any other amount included in such judgment, and such attorneys’ fees obligation is intended to be severable from the other provisions of this Agreement and to survive and not be merged into any such judgment.

14.No Third Party Beneficiary. This Agreement does not create, and shall not be construed as creating, any rights or claims enforceable by any person or entity other than the Parties hereto, it being the intention of the Parties hereto that no one shall be deemed to be a third party beneficiary of this Agreement.

15.Severability. In case any one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and other application thereof shall not in any way be affected or impaired thereby.

16.Authority. Each Party hereto represents and warrants to the other Parties hereto that this Agreement is duly authorized, executed and delivered by and is binding upon such Party.

17.Counterparts/Execution by Facsimile Transmission or .PDF Format. This Agreement may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute but one and the same agreement. The signature of any Party hereto to any counterpart hereof shall be deemed a signature to, and may be appended to, any other counterpart hereof. The exchange of copies of this Agreement, any signature pages required hereunder or any other documents required or contemplated hereunder by facsimile or other electronic transmission (including but not limited to Portable Document Format via email) shall constitute effective execution and delivery of same as to the Parties thereto and may be used in lieu of the original documents for all purposes. Signatures transmitted by facsimile or other electronic transmission shall be deemed to be original signatures for all purposes.

18.Termination and Release.

(a) General Termination. This Agreement shall terminate upon the date on which each of the following conditions has been satisfied: (i) all obligations of the Guarantors under each Guaranty (including any and all indemnification obligations arising thereunder) have been fully and finally satisfied, and (ii) each Guarantor has received a full and unconditional written release from Lender (or its successors and assigns) from each Guaranty (the “Release Date”); provided, however, that such termination shall not affect (A) any obligation of any Party with respect to any Loss or Repayment Cost paid or incurred prior to the Release Date, (B) any Failed Payment and accrued interest thereon, (C) any claim asserted in writing prior to the Release Date, which shall survive until final resolution thereof, or (D) the provisions of Section 2(f), which shall survive for the applicable period during which any Returned Payment may be required under applicable law. The termination of any one Guaranty shall not relieve any Party of its obligations hereunder with respect to any other Guaranty that remains in effect.

(b) MDI Exit Event — Defined. For purposes of this Section 18, a “MDI Exit Event” shall mean the occurrence of any of the following:

(i) the redemption in full of MDI’s Interest in the Joint Venture, whether pursuant to Section 10.1(g) of the JV Agreement, Article 25 of the JV Agreement (including any redemption pursuant to Section 25.7 thereof), or any other provision of the JV Agreement; or

(ii) the dissolution and winding up of the Joint Venture in accordance with Article 21 of the JV Agreement, following (A) the repayment in full of the Loan and the full and unconditional release of each Guarantor from each Guaranty, and (B) the distribution to MDI of all amounts to which MDI is entitled under Section 10.1(b) of the JV Agreement.

The “MDI Exit Date” shall mean the date on which a MDI Exit Event is consummated and becomes effective.

(c) Termination of MDI Party Contribution Obligations. Upon the occurrence of an MDI Exit Event, the obligations of the MDI Parties to bear, reimburse, indemnify or contribute to Losses and/or Repayment Costs pursuant to Section 2 of this Agreement shall terminate solely with respect to Losses and/or Repayment Costs arising from acts, omissions, events, conditions or circumstances first occurring after the MDI Exit Date; provided, however, that such termination shall not extinguish, limit or impair any obligation of the MDI Parties with respect to:

(i) any MDI Party Caused Liability arising from acts, omissions, or events occurring prior to the MDI Exit Date, regardless of when asserted or payable;

(ii) any amounts due and owing by the MDI Parties as of the MDI Exit Date but unpaid, including any Failed Payments and accrued interest thereon;

(iii) the MDI Parties’ obligations under Section 2(f) of this Agreement; and

(iv) any obligation of the MDI Parties to reimburse the MSV Parties for the MDI Parties’ Pro Rata Share of any Losses and/or Repayment Costs paid by the MSV Parties to Lender, to the extent such obligation has accrued under Section 2 of this Agreement prior to the MDI Exit Date, regardless of when such Losses and/or Repayment Costs are paid or when any Payment Notice is delivered to the MDI Parties.

(d) MSV Party Obligations Following an MDI Exit Event. Following an MDI Exit Event:

(i) the obligations of the MSV Parties under this Agreement shall continue until the Release Date; and

(ii) the MSV Parties shall remain solely responsible for, and shall bear, reimburse, indemnify, and hold the MDI Parties harmless from and against, one hundred percent (100%) of all Losses and/or Repayment Costs incurred by any MDI Party under any Guaranty arising from acts, omissions, events, conditions, or circumstances occurring on or after the MDI Exit Date, except to the extent caused by the MDI Parties or their Affiliates prior to the MDI Exit Date. For the avoidance

of doubt, the failure by the MSV Parties to obtain the release of any MDI Party from any Guaranty shall not constitute a breach of this Agreement.

(e) Removal of MSV as Manager. Upon the removal of MSV (or its Affiliate) as Manager of the Joint Venture pursuant to Section 17.3.2 of the JV Agreement (the effective date thereof, the “MSV Removal Date”), (i) MDI shall use commercially reasonable efforts to obtain the release of the MSV Parties, including the MSV Liable Party, from each Guaranty, and (ii) the MDI Parties shall remain solely responsible for, and shall bear, reimburse, indemnify, and hold the MSV Parties harmless from and against, one hundred percent (100%) of all Losses and/or Repayment Costs incurred by any MSV Party under any Guaranty arising from acts, omissions, events, conditions, or circumstances first occurring on or after the MSV Removal Date, except to the extent caused by the MSV Parties or their Affiliates prior to the MSV Removal Date. For the avoidance of doubt, the failure by the MDI Parties to obtain the release of any MSV Party from any Guaranty shall not constitute a breach of this Agreement. From and after the MSV Removal Date, no Loss shall constitute an MSV Overrun Liability with respect to any Cost Overrun arising after the MSV Removal Date.

(f) Survival. The obligations of the Parties under Sections 2(f), 13 and this Section 18 shall survive the termination of this Agreement and shall remain in full force and effect until the later of (i) the date that is two (2) years following the Release Date, and (ii) the expiration of all applicable statutes of limitation (and any period during which any Returned Payment may be required under applicable law) with respect to the matters giving rise thereto (the “Survival Period”); provided, however, that any claim asserted in writing by any Party prior to the expiration of the Survival Period shall survive until the final resolution thereof.

[signatures on following pages]

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and year first above written.

MDI PARTIES:

MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership

By: Medalist Diversified, Inc.

Its:General Partner

By:

/s/ C. Brent Winn, Jr.

Name:

C. Brent Winn, Jr.

Title:

Chief Financial Officer

MDI MIRA SAV, LLC, a Delaware limited liability company

By: Medalist Diversified Holdings, L.P.

Its: Manager

By: Medalist Diversified, Inc.

Its:General Partner

By:

/s/ C. Brent Winn, Jr.

Name:

C. Brent Winn, Jr.

Title:

Chief Financial Officer

MSV PARTIES:

SPANDREL SPONSORS FUND II, LP, a Delaware limited partnership

By: Spandrel Sponsors Fund GP, LLC

Its:General Partner

By:

/s/ Emanuel Neuman

Name:

Emanuel Neuman

Title:

Authorized Signatory

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

MIRA SAV VENTURE, LLC, a Delaware limited liability company

By: SSF 1025 GP, LLC, a Delaware limited liability company

Its: Manager

By:

/s/ Ian Levine

Name:

Ian Levine

Title:

Authorized Signatory

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Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration