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ARTICLE 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

At November 1, 2021, a wholly owned subsidiary of the operating company of
Diversified REIT, Inc. medalist (the “Company”) and PMI Parkway, LLC, a Virginia
limited liability company not affiliated with the Company (“PMI Parkway” and together with the Company, the “Buyers”), has completed the acquisition of the Parkway Center property (the “Parkway Property”), a flexible industrial / office building totaling approximately 64,109 square feet of gross leasable area located in Virginia Beach, Virginia, for a purchase price of $ 7,300,000, excluding closing costs. The Parkway property was previously owned by
Continental Parkway, LLC, a Virginia limited liability company and independent seller.

The buyers purchased the Parkway property as common tenants. The Company acquired an 82% joint tenant and PMI Parkway acquired an 18% joint tenant tenant in the Parkway property. As part of the Acquisition, the Purchasers have entered into a Joint Tenancy Agreement (the “TIC Agreement”) which governs their co-ownership of the Parkway Property. Among other approvals, under the TIC Agreement, the consent of the two tenants in common is required to approve (i) any lease, sublet, deed restriction or grant of easement of / on all or part of the property Parkway, (ii) any sale or exchange of the Parkway property, or (iii) any debt or loan, and any negotiation or refinancing thereof, secured by a lien on the Parkway property. In the event that the common tenants cannot agree on a decision which requires the consent of the two common tenants, a common tenant may purchase the undivided interest of the other common tenant subject to certain rights contained in the ICT agreement.

At November 1, 2021, in connection with the acquisition of the Parkway Property, the Purchasers entered into a mortgage loan secured by the Parkway Property (the “Parkway Loan”) with TIAA, FSB (the “Parkway Lender”). The Parkway loan has a principal balance of 5 $ 100,000 which matures on November 2, 2031 and bears interest at a variable rate per year of 2.25% above the ICE LIBOR rate. As part of the transaction, the buyers entered into an interest rate cap agreement that effectively caps the buyers’ interest rate at 3.0%. The Parkway Loan is evidenced by a promissory note drawn up by the Buyers for the benefit of the Parkway Lender (the “Note”). The note contains provisions, representations, guarantees, covenants and indemnities which are customary and standard for secured debt on commercial property.

The foregoing descriptions of the Agreement and the TIC Note are qualified in their entirety by reference to the Agreement and the TIC Note, copies of which are filed as Exhibits 10.1 and 10.2 of this current report on Form 8 -K and are incorporated by reference in this topic. 1.01.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSAL OF ASSETS.

The information relating to the Parkway Center acquisition in section 1.01 above is hereby incorporated by reference into this section 2.01.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR OF AN OBLIGATION UNDER A

           OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.



The information relating to the Parkway Loan in Item 1.01 above is incorporated by reference in this Item 2.03.

ITEM 9.01 FINANCIAL STATEMENTS AND PARTS.

(a) Financial statements of assets acquired

To the extent required by this section, the historical financial statements of the Parkway Center will be filed as an amendment to this current report on Form 8-K at the latest. January 14, 2022, which date is within the time limit for filing such an amendment.

(b) Unaudited pro forma financial information

To the extent required by this section, pro forma financial information relating to the Parkway Center acquisition will be filed in an amendment to this current report on Form 8-K at the latest. January 14, 2022, which date is within the time limit for filing such an amendment.


(d) Exhibits



Exhibit No.   Description

  10.1          TIC Agreement, dated as of November 1, 2021.
  10.2          Note, made as of November 1, 2021
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              Document)

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