Exhibit 10.3


 


REVOLVING
LINE OF CREDIT NOTE


 


	$1,500,000.00	Richmond, Virginia
	 	June 13, 2022


 


FOR
VALUE RECEIVED, the undersigned MDR GREENBRIER, LLC, a Delaware limited liability company, MDR LANCER, LLC, a Delaware limited liability
company, and MDR SALISBURY, LLC, a Delaware limited liability company (jointly and severally, whether one or more in number, in any combination,
 "Borrower") promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") at its office at
1021 East Cary Street, Richmond, VA 23219 or at such other place as the holder hereof may designate, in lawful money of the United States
of America and in immediately available funds, the principal sum of ONE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($1,500,000.00),
or so much thereof as may be advanced and be outstanding pursuant to the terms of the Credit Agreement, as defined herein, with interest
thereon, to be computed on each advance from the date of its disbursement as set forth herein.


 


DEFINITIONS:


 


As used herein, the following terms shall have
the meanings set forth after each, and any other term defined in this Note shall have the meaning set forth at the place defined:


 


(a)            “Benchmark
Floor” means a rate of interest equal to zero percent (0%).


 


(b)            “Daily
Simple SOFR” means, with respect to any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day
(such day, the “SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to (i) if
such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government
Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR
is published by the SOFR Administrator on the SOFR Administrator’s Website; provided, however, that if Daily Simple SOFR determined
as provided above would be less than the Benchmark Floor, then Daily Simple SOFR shall be deemed to be the Benchmark Floor. If by 5:00
p.m. (New York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination
Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement
Date with respect to Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect
of the first preceding U.S. Government Securities Business Day for which SOFR was published on the SOFR Administrator’s Website;
provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no
more than three (3) consecutive SOFR Rate Days.


 


 






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(c)            “Federal
Reserve Business Day” means any day that is not a Saturday, Sunday or other day on which the Federal Reserve Bank of New York
is closed.


 


(d)            "Prime
Rate" means at any time the rate of interest most recently announced within Bank at its principal office as its prime rate, with
the understanding that the Prime Rate is one of Bank's base rates and serves as the basis upon which effective rates of interest are calculated
for those loans making reference thereto, and is evidenced by the recording thereof after its announcement in such internal publication
or publications as Bank may designate; provided, however, that if Prime Rate determined as provided above would be less than zero percent
(0%), then Prime Rate shall be deemed to be zero percent (0%).


 


(e)            “SOFR”
means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.


 


(f)            “SOFR
Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 


(g)            “SOFR
Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org,
or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


(h)            “U.S.
Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on
which the Securities Industry and Financial Markets Association, or any successor thereto, recommends that the fixed income departments
of its members be closed for the entire day for purposes of trading in United States government securities.


 


INTEREST:


 


(a)            Interest.
The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a
fluctuating rate per annum determined by Bank to be two and one quarter percent (2.25%) above Daily Simple SOFR in effect from time to
time. Bank is hereby authorized to note the date, principal amount and interest rate applicable to this Note and any payments made thereon
on Bank's books and records (either manually or by electronic entry) and/or on any schedule attached to this Note, which notations shall
be prima facie evidence of the accuracy of the information noted. The Bank shall be permitted to estimate the amount of accrued interest
that is payable at any time hereunder on the applicable invoice provided by Bank to Borrower in respect thereof, in which case Borrower
shall pay such estimated amount and Bank shall to the extent necessary, include on the next invoice an adjustment to correct any difference
between the amount on the applicable invoice and the amount of interest that actually accrued pursuant to the terms of this Note.


 






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(b)            Taxes
and Regulatory Costs. Borrower shall pay to Bank immediately upon demand, in addition to any other amounts due or to become due hereunder,
any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed
by any domestic or foreign governmental authority and related in any manner to SOFR or Daily Simple SOFR, and (ii) costs, expenses
and liabilities arising from or in connection with reserve percentages prescribed by the Board of Governors of the Federal Reserve System
(or any successor) for “Eurocurrency Liabilities” (as defined in Regulation D of the Board of Governors of the Federal Reserve
System, as amended), assessment rates imposed by the Federal Deposit Insurance Corporation, or similar requirements or costs imposed by
any domestic or foreign governmental authority or resulting from compliance by Bank with any request or directive (whether or not having
the force of law) from any central bank or other governmental authority and related in any manner to SOFR or Daily Simple SOFR. In determining
which of the foregoing are attributable to any SOFR or Daily Simple SOFR option available to Borrower hereunder, any reasonable allocation
made by Bank among its operations shall be conclusive and binding upon Borrower.


 


(c)            Default
Interest. Bank shall have the option in its sole and absolute discretion to have the outstanding principal balance of this Note bear
interest at an increased rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to four percent (4%) above
the rate of interest from time to time applicable to this Note (i) from and after the maturity date of this Note; (ii) from
and after the date prior to the maturity date of this Note when all principal owing hereunder becomes due and payable by acceleration
or otherwise; and/or (iii) upon the occurrence and during the continuance of any Event of Default.


 


(d)            Inability
to Determine Interest Rates; Illegality. Subject to the Benchmark Replacement Provisions below, if Bank determines (any determination
of which shall be conclusive and binding on Borrower) that either (i) Daily Simple SOFR cannot be determined pursuant to the definition
thereof other than as a result of a Benchmark Transition Event (an “Inability Determination”) or (ii) any law has made
it unlawful, or that any governmental authority has asserted that it is unlawful, for Bank to make or maintain an advance based on SOFR
or Daily Simple SOFR, or to determine or charge interest rates based upon SOFR or Daily Simple SOFR (an “Illegality Determination”),
then Bank will so notify Borrower. The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day
year, actual days elapsed) at a fluctuating rate per annum determined by Bank to be equal to the Prime Rate in effect from time to time,
from the date of an Inability Determination or an Illegality Determination until Bank revokes such Inability Determination or notifies
Borrower that the circumstances giving rise to such Illegality Determination no longer exist, as applicable. When interest is determined
in relation to the Prime Rate, each change in the rate of interest hereunder shall become effective on the date each Prime Rate change
is announced within Bank. Notwithstanding any of the foregoing to the contrary, if a Benchmark Replacement is subsequently determined
in accordance with applicable Benchmark Replacement Provisions, that Benchmark Replacement, plus any applicable margin, will become effective
on the Benchmark Replacement Date and will then supersede the Prime Rate and margin determined in accordance with this provision.


 






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BENCHMARK REPLACEMENT PROVISIONS:


 


Notwithstanding anything to the contrary contained
in this Note or in any related loan document (for the purposes of these Benchmark Replacement Provisions, a swap agreement by and between
Borrower and Bank or any of its affiliates is not a loan document):


 


(a)            Benchmark
Replacement. If a Benchmark Transition Event occurs, the applicable Benchmark Replacement will replace the then-current Benchmark
for all purposes under this Note or under any related loan document. Any Benchmark Replacement will become effective on the applicable
Benchmark Replacement Date without any further action or consent of Borrower.


 


(b)            Benchmark
Replacement Conforming Changes. Bank will have the right to make Benchmark Replacement Conforming Changes from time to time and any
amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of Borrower.


 


(c)            Notices;
Standards for Decisions and Determinations. Bank will promptly notify Borrower of (i) the implementation of any Benchmark Replacement
and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made
by Bank pursuant to these Benchmark Replacement Provisions, including any determination with respect to a tenor, rate or adjustment or
of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any
selection, will be conclusive and binding absent manifest error and will be made in its sole discretion and without Borrower consent.


 


(d)            Certain
Defined Terms. As used in this Note, each of the following capitalized terms has the meaning given to such term below:


 


(i)            “Benchmark”
means, initially, Daily Simple SOFR; provided, however, that if a Benchmark Transition Event has occurred with respect to
Daily Simple SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent
that such Benchmark Replacement has become effective pursuant to the provisions of this Note.


 






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(ii)            “Benchmark
Administrator” means, initially, the SOFR Administrator, or any successor administrator of the then-current Benchmark or any
insolvency or resolution official with authority over such administrator.


 


(iii)            “Benchmark
Replacement” means the sum of: (A) the alternate rate of interest that has been selected by Bank as the replacement for
the then-current Benchmark; and (B) the spread adjustment, or method for calculating or determining such spread adjustment, (which
may be a positive or negative value or zero) that has been selected by Bank, in each case, giving due consideration to (x) any selection
or recommendation by the Relevant Governmental Body at such time for a replacement rate, the mechanism for determining such a rate, the
methodology or conventions applicable to such rate, or the spread adjustment, or method for calculating or determining such spread adjustment,
for such rate, or (y) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the
then-current Benchmark, the methodology or conventions applicable to such rate, or the spread adjustment, or method for calculating or
determining such spread adjustment, for such alternate rate for U.S. dollar-denominated syndicated or bilateral credit facilities at such
time; provided, however, that if the Benchmark Replacement as determined as provided above would be less than the Benchmark Floor, then
Benchmark Replacement shall be deemed to be the Benchmark Floor, subject to any other applicable floor rate provision.


 


(iv)            “Benchmark
Replacement Conforming Changes” means any technical, administrative or operational changes (including, without limitation, changes
to the definition of “U.S. Government Securities Business Day,” the timing and frequency of determining rates and making payments
of interest, prepayment provisions and other technical, administrative or operational matters) that Bank decides may be appropriate to
reflect the adoption and implementation of a Benchmark Replacement and to permit the administration thereof by Bank.


 


(v)            “Benchmark
Replacement Date” means the date specified by Bank in a notice to Borrower following a Benchmark Transition Event.


 


(vi)            “Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: a
public statement or publication of information by or on behalf of the Benchmark Administrator or a regulatory supervisor for the Benchmark
Administrator announcing that (A) the Benchmark Administrator has ceased or will cease to provide the Benchmark permanently or indefinitely
or (B) the Benchmark is no longer, or as of a specified future date will no longer be, representative of underlying markets.


 


(vii)            “Relevant
Governmental Body” means the Board of Governors of the Federal Reserve System and/or the Federal Reserve Bank of New York, or
a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System and/or the Federal Reserve Bank of
New York or any successor thereto.


 






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BORROWING AND REPAYMENT:


 


(a)            Borrowing
and Repayment of Principal. Borrower may from time to time during the term of this Note borrow, partially or wholly repay its outstanding
borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of any document executed in connection
with or governing this Note; provided however, that the total outstanding borrowings under this Note shall not at any time exceed the
principal amount stated above. The unpaid principal balance of this obligation at any time shall be the total amounts advanced hereunder
by the holder hereof less the amount of principal payments made hereon by or for Borrower, which balance may be endorsed hereon from time
to time by the holder. The outstanding principal balance of this Note shall be due and payable in full on June 13, 2023.


 


(b)            Payment
of Interest. Interest accrued on this Note shall be payable on the 1st day of each month, commencing July 1, 2022,
and on the maturity date set forth above.


 


(c)            Advances.
Advances hereunder, to the total amount of the principal sum stated above, may be made by the holder at the oral or written request of
(i) Bill Elliott or Brent Winn, any one acting alone (subject to any of Bank’s applicable authentication policies or procedures,
which may require that a particular individual—including another specific individual listed above—provide verification of
the identity of the requestor), who are authorized to request advances and direct the disposition of any advances until written notice
of the revocation of such authority is received by the holder at the office designated above, or (ii) any person, with respect to
advances deposited to the credit of any deposit account of Borrower, which advances, when so deposited, shall be conclusively presumed
to have been made to or for the benefit of Borrower regardless of the fact that persons other than those authorized to request advances
may have authority to draw against such account. The holder shall have no obligation to determine whether any person requesting an advance
is or has been authorized by Borrower.


 


(d)            Application
of Payments. Each payment made on this Note shall be credited first, to any interest then due and second, to the outstanding principal
balance hereof.


 






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PAYMENTS:


 


If any payment of principal or interest to be made
pursuant to this Note other than a prepayment or a payment due on the maturity date of this Note, shall fall due on a day that is not
a Federal Reserve Business Day, payment shall be made on the next succeeding Federal Reserve Business Day, except that, if such next succeeding
Federal Reserve Business Day would fall in the next calendar month, such payment shall be made on the immediately preceding Federal Reserve
Business Day. Any extension or contraction of time shall be reflected in computing interest or fees, as the case may be.


 


PREPAYMENT:


 


Borrower may prepay principal on this Note at any
time, in any amount and without penalty. If principal under this Note is payable in more than one installment, then any prepayments of
principal shall be applied to the most remote principal installment or installments then unpaid.


 


SWAP AGREEMENT:


 


Borrower understands and acknowledges that (i) any
Swap Agreement constitutes an independent agreement between Borrower and Bank and will be unaffected by any repayment, prepayment, acceleration,
reduction, increase or change in the terms of this Note, except as otherwise expressly provided in the Swap Agreement, (ii) nothing
in this Note shall be construed as a modification of a Swap Agreement or create an obligation to amend a Swap Agreement, (iii) Borrower
may incur losses or reductions in benefits related to differences between the economic terms and characteristics of this Note and those
of a related Swap Agreement (including, without limitation, differences with respect to maturity dates, payment dates and methods for
determining interest rates and differences between borrowings hereunder and the notional amount of a Swap Agreement), and Bank is under
no obligation to ensure that there are no differences or that differences will not arise hereafter, including, without limitation, differences
between usage hereunder and the notional amount of a Swap Agreement, and (iv) Bank has no obligation to modify, renew or extend the
maturity date of this Note to match the maturity date of a Swap Agreement. For the purposes of this provision, “Swap Agreement”
means any existing or future swap agreement by and between Borrower and Bank or any of its affiliates.


 


EVENTS OF DEFAULT:


 


This Note is made pursuant to and is subject to
the terms and conditions of that certain Credit Agreement between Borrower and Bank of even date herewith, as amended from time to time
(the "Credit Agreement"). Any default in the payment or performance of any obligation under this Note, or any defined event
of default under the Credit Agreement, shall constitute an "Event of Default" under this Note.


 






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MISCELLANEOUS:


 


(a)            Remedies.
Upon the sale, transfer, hypothecation, assignment or other encumbrance, whether voluntary, involuntary or by operation of law, of all
or any interest in any real property securing this Note, if any, or upon the occurrence of any Event of Default, the holder of this Note,
at the holder's option, may declare all sums of principal and interest outstanding hereunder to be immediately due and payable without
presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by
Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate. Borrower
shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable
attorneys' fees (to include outside counsel fees and all allocated costs of the holder's in-house counsel), expended or incurred by the
holder in connection with the enforcement of the holder's rights and/or the collection of any amounts which become due to the holder under
this Note whether or not suit is brought, and the prosecution or defense of any action in any way related to this Note, including without
limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise,
and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary
proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity.


 


(b)            Collateral
Exclusion. No lien or security interest created by or arising under any deed of trust, mortgage, security deed, or similar real estate
collateral agreement (“Lien Document”) shall secure the Note Obligations unless such Lien Document specifically describes
the promissory note(s), instrument(s) or agreement(s) evidencing Note Obligations as a part of the indebtedness secured thereby.
This exclusion shall apply notwithstanding (i) the fact that such Lien Document may appear to secure the Note Obligations by virtue
of a cross-collateralization provision or other provisions expanding the scope of the secured obligations, and (ii) whether such
Lien Document was entered into prior to, concurrently with, or after the date hereof. As used herein, “Note Obligations” means
any obligations under this Note, as amended, extended, renewed, refinanced, supplemented or otherwise modified from time to time, or under
any other evidence of indebtedness that has been modified, renewed or extended in whole or in part by this Note, as amended, extended,
renewed, refinanced, supplemented or otherwise modified from time to time.


 


(c)            Obligations
Joint and Several. Should more than one person or entity sign this Note as a Borrower, the obligations of each such Borrower shall
be joint and several.


 






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(d)            Governing
Law. This Note shall be governed by and construed in accordance with the laws of Commonwealth of Virginia, but giving effect to federal
laws applicable to national banks, without reference to the conflicts of law or choice of law principles thereof.


 


(e)            Effective
Date. The effective date of this Note shall be the date that Bank has accepted this Note and all conditions to the effectiveness of
the Credit Agreement have been fulfilled to Bank’s satisfaction.  Notwithstanding the occurrence of the effective date of this
Note, Bank shall not be obligated to extend credit under this Note until all conditions to each extension of credit set forth in the Credit
Agreement have been fulfilled to Bank's satisfaction.


 


(f)            Business
Purpose. Borrower represents and warrants that all loans evidenced by this Note are for a business, commercial, investment, or other
similar purpose and not primarily for a personal, family or household use.


 


[SIGNATURE PAGES FOLLOW]


 






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REVOLVING LINE OF CREDIT NOTE


 


[SIGNATURE PAGE]


 


 


IN WITNESS WHEREOF, the undersigned have executed
this Note as of the date first written above.


 


 


	BORROWER:	 	 	 
	 	 	 	 	 	 	 	 
	MDR GREENBRIER, LLC, a 	 	 	 
	Delaware limited liability company	 	 	 
	 	 	 	 	 	 	 	 
	By:	Medalist Diversified Holdings, L.P., a 	 	 
	 	Delaware limited partnership	 	 
	 	Its: 	Sole Member	 
	 	 	 	 	 	 	 	 
	 	 	By:	Medalist Diversified REIT, Inc., a
	 	 	 	Maryland corporation
	 	 	 	Its: 	General Partner
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	/s/ William R. Elliott
    (SEAL)	 	 
	 	 	 	 	 	William R. Elliott	 	 
	 	 	 	 	 	 President	 	 


 






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REVOLVING LINE OF CREDIT NOTE


 


[SIGNATURE PAGE]


 


 


IN WITNESS WHEREOF, the undersigned have executed
this Note as of the date first written above.


 


 


	BORROWER:	 	 	 
	 	 	 	 	 	 	 	 
	MDR LANCER, LLC, a 	 	 	 
	Delaware limited liability company	 	 	 
	 	 	 	 	 	 	 	 
	By:	Medalist Diversified Holdings, L.P., a 	 	 
	 	Delaware limited partnership	 	 
	 	Its: 	Sole Member	 
	 	 	 	 	 	 	 	 
	 	 	By:	Medalist Diversified REIT, Inc., a
	 	 	 	Maryland corporation
	 	 	 	Its: 	General Partner
	 	 	 	 	 	 	 	 
	 	 	 	 	By: 	/s/ William R. Elliott
    (SEAL)	 	 
	 	 	 	 	 	William R. Elliott	 	 
	 	 	 	 	 	President	 	 


 






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REVOLVING LINE OF CREDIT NOTE


 


[SIGNATURE PAGE]


 


 


IN WITNESS WHEREOF, the undersigned have executed
this Note as of the date first written above.


 


 


	BORROWER:	 	 	 
	 	 	 	 	 	 	 	 
	MDR SALISBURY, LLC, a 	 	 	 
	Delaware limited liability company	 	 	 
	 	 	 	 	 	 	 	 
	By:	Medalist Diversified Holdings, L.P., a 	 	 
	 	Delaware limited partnership	 	 
	 	Its: 	Sole Member	 
	 	 	 	 	 	 	 	 
	 	 	By:	Medalist Diversified REIT, Inc., a
	 	 	 	Maryland corporation
	 	 	 	Its: 	General Partner
	 	 	 	 	 	 	 	 
	 	 	 	 	By: 	/s/ William R. Elliott
    (SEAL)	 	 
	 	 	 	 	 	William R. Elliott	 	 
	 	 	 	 	 	 President	 	 


 






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