Medalist Diversified REIT (MDRR) SC 13D/A Medalist Diversified REIT / KAVANAUGH FRANK ownership change

Exhibit 8

Assignment of OPERATING PARTNERSHIP UNITS

FOR GOOD AND VALUABLE CONSIDERATION RMP 3535 N Central Ave., LLC, a Delaware limited liability company (“Transferor”), does hereby transfer, convey, and assign to BET Trust Dated March 11, 1999 (“Transferee”) free and clear of all security interests, liens, title restrictions, charges and other encumbrances of any kind, 208,500 Operating Partnership Common Units in Medalist Diversified Holdings, LP, a Delaware limited partnership (the “Company”), including all voting, consent, and financial rights now or hereafter existing and associated therewith (collectively, the “Assigned Units”). Transferee hereby accepts the assignment of all Transferor’s right, title, and interest in and to the Assigned Units and agrees, with respect to the Assigned Units, to assume and to perform all obligations to be performed by Transferor as a member of the Company and as the owner of and with respect to the Assigned Units accruing from and after the Effective Date (as defined below). Transferee agrees to be bound by all of the terms, covenants and provisions of the Company’s organizational documents and the Company’s Partnership Agreement, as amended from time to time (“Partnership Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in the Partnership Agreement.

This Assignment of Operating Partnership Units shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). This Assignment of Operating Partnership Units may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Assignment of Operating Partnership Units delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Assignment of Operating Partnership Units.

IN WITNESS WHEREOF, the undersigned has caused this Assignment of Operating Partnership Units to be duly executed and delivered effective as of the ____ day of January, 2025 (the “Effective Date”).

TRANSFEREE
BET Trust Dated March 11, 1999
By:
	Frank Kavanaugh, Trustee
By:
	Susan Kavanaugh, Trustee
TRANSFEROR
RMP 3535 N Central Ave., LLC,
a Delaware limited liability company
	By:	Fort Ashford Funds, LLC
	Its:	Manager
		By:
			Frank Kavanaugh, Manager

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APPROVED BY:
MEDALIST DIVERSIFIED HOLDINGS, LP,
a Delaware limited partnership
	By:	MEDALIST DIVERSIFIED REIT, INC.,
		a Maryland corporation
	Its:	General Partner
		By:
		Name:	Brent Winn
		Its:	Chief Financial Officer

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