Exhibit 10.1
FIRST AMENDMENT TO CONTRIBUTION AGREEMENT
THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”), is made and entered into effective as of January 24, 2025 by and between CWS BET SEATTLE L.P., a California limited partnership (“Seller”), and MDR BOWLING GREEN, LLC, a Delaware limited liability company (“Buyer”).
W I T N E S S E T H:
WHEREAS, Seller and Buyer, as successor in interest to Medalist Diversified Holdings, LP, a Delaware limited partnership, pursuant to that certain Assignment and Assumption of Contribution Agreement dated as of January 24, 2025, entered into that certain Contribution Agreement dated December 14, 2024 (the “Agreement”), for the acquisition and conveyance of that certain real property known as 2545 Scottsville Road, Bowling Green, KY 42104 (the “Property”), as more particularly described therein; and
WHEREAS, Seller and Buyer desire to amend the Agreement as more particularly set forth herein.
NOW, THEREFORE, for and in consideration of the sum of ten dollars ($10.00), plus other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
1.Capitalized Terms; Ratification. Unless otherwise defined herein, all capitalized terms shall have the meaning set forth in the Agreement. As used herein, “Agreement” shall mean the Agreement as amended by this Amendment.
2.Total Consideration. Exhibit “C” of the Agreement is hereby deleted in its entirely and the following shall be substituted in lieu thereof:
SEE EXHIBIT C ATTACHED HERETO
3.Ratification. Seller and Buyer acknowledge and agree that (i) the Agreement is in full force and effect, (ii) as of the date of this Amendment, to the knowledge of the parties, neither party is in default of its obligations under the Agreement, (iii) except as modified hereby, all of the terms, covenants and conditions of the Agreement are hereby confirmed and ratified and shall continue in full force and effect, (iv) to the extent there is a conflict between the Amendment and the Agreement, this Amendment shall govern, and (v) the Agreement as amended by this Amendment contains the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings.
4.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
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