SECTION 1.01 ACCESS TO A MATERIAL DEFINITIVE AGREEMENT

At November 17, 2021, Diversified REIT, Inc. medalist (the “Company”) has entered into a Support Share Purchase Agreement (the “SEPA”) with YA II PN, Ltd., (“YA”). The Company may sell up to $ 6,665,299 of its ordinary shares at the request of the Company at any time during the 36 months following the execution of SEPA. The shares would be purchased at 96.5% of the market price (as defined below) and would be subject to certain limitations, including the fact that YA could not purchase any shares that would allow it to hold more than 4.99% of the shares. ordinary shares of the Company. “Market Price” means the lowest daily VWAP (as defined below) of the Company’s common shares during the three consecutive trading days beginning on the trading day following the date on which the Company gives notice to YA. “VWAP” means, for any Trading Day, the daily volume weighted average price of the Company’s common shares for that date in the Main Market, as reported by Bloomberg LP during normal trading hours.

The Company has filed with the Security and Trade Commission a prospectus supplement to the Company’s prospectus, dated July 27, 2021, filed as part of the company’s effective registration statement on Form S-3, File No. 333-257238, registering all ordinary shares to be offered and sold to YA in accordance with SEPA.

In accordance with SEPA, we will use the net proceeds from any sale of the shares to acquire additional properties and investments, for working capital, for general business purposes and, to the extent necessary, to pay costs of acquisition to the external manager of the Company, pay expenses, such as legal and accounting fees, pay asset management fees to the external manager of the Company and pay dividends to our shareholders.

There are no other restrictions on future financing transactions. SEPA does not contain any right of first refusal, right of participation, penalties or damages.

The above is a brief description of some SEPA terms. For a full description of all terms, please refer to the copy of SEPA which is attached as Exhibit 10.1 to this current report on Form 8-K and is incorporated here by reference. All readers are encouraged to read the full text of SEPA.

ITEM 9.01 FINANCIAL STATEMENTS AND PARTS.

(d) Exhibits



Exhibit No.   Description

  10.1          Standby Equity Purchase Agreement, dated as of November 17, 2021, by
              and between Medalist Diversified REIT, Inc. and YA II PN. Ltd.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              Document)

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