Exhibit 10.2


 





INDEPENDENT DIRECTOR INDEMNIFICATION
AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (“Agreement”) is made and entered into as of the ___ day of ___________ 20__ (the “Effective
Date”), by and between Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”),
and _______, an individual (“Indemnitee”).


 


WHEREAS, at the request
of the Company, Indemnitee will serve as a director of the Company and may, therefore, be subjected to claims, suits or proceedings
arising as a result of his service; and


 


WHEREAS, as an inducement
to Indemnitee to serve as such director, the Company has agreed to indemnify and to advance expenses and costs incurred by Indemnitee
in connection with any such claims, suits or proceedings, to the maximum extent permitted by law; and


 


WHEREAS, the parties
by this Agreement desire to set forth their agreement regarding indemnification and advance of expenses;


 


NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1.               
Definitions. For purposes of this Agreement:


 


(a)              
“Change in Control” means a change in control of the Company occurring after the Effective Date
of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response
to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), whether or not the Company is then subject to such reporting requirement; provided,
however, that, without limitation, such a Change in Control shall be deemed to have occurred if, after the Effective Date (i) any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing
15% or more of the combined voting power of all of the Company’s then-outstanding securities entitled to vote generally in
the election of directors without the prior approval of at least two-thirds of the members of the board of directors of the Company
(the “Board of Directors”) in office immediately prior to such person’s attaining such percentage
interest; (ii) the Company is a party to a merger, consolidation, sale of assets, plan of liquidation or other reorganization not
approved by at least two-thirds of the members of the Board of Directors then in office, as a consequence of which members of the
Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors
thereafter; or (iii) at any time, a majority of the members of the Board of Directors are not individuals (A) who were directors
as of the Effective Date or (B) whose election by the Board of Directors or nomination for election by the Company’s stockholders
was approved by the affirmative vote of at least two-thirds of the directors then in office who were directors as of the Effective
Date or whose election for nomination for election was previously so approved.


 






     


     


    

 


(b)              
“Corporate Status” means the status of a person as a present or former director, officer, employee
or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of
any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan
or other enterprise that such person is or was serving in such capacity at the request of the Company. As a clarification and without
limiting the circumstances in which Indemnitee may be serving at the request of the Company, service by Indemnitee shall be deemed
to be at the request of the Company if Indemnitee serves or served as a director, trustee, officer, partner, manager, managing
member, fiduciary, employee or agent of any corporation, partnership, limited liability company, joint venture, trust, employee
benefit plan or other enterprise (i) of which a majority of the voting power or equity interest is owned directly or indirectly
by the Company or (ii) the management of which is controlled directly or indirectly by the Company.


 


(c)              
“Disinterested Director” means a director of the Company who is not and was not a party to the
Proceeding in respect of which indemnification and/or advance of Expenses is sought by Indemnitee.


 


(d)              
“Effective Date” means the date set forth in the first paragraph of this Agreement.


 


(e)              
“Expenses” means any and all reasonable and out-of-pocket attorneys’ fees and costs, retainers,
court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual
or deemed receipt of any payments under this Agreement, Employee Retirement Income Security Act of 1974, as amended, excise taxes
and penalties and any other disbursements or expenses incurred in connection with prosecuting, defending, preparing to prosecute
or defend, investigating, being or preparing to be a witness in or otherwise participating in a Proceeding. Expenses shall also
include Expenses incurred in connection with any appeal resulting from any Proceeding including, without limitation, the premium,
security for and other costs relating to any cost bond supersedeas bond or other appeal bond or its equivalent.


 


(f)               
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters
of corporation law and neither is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee
in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement or of
other indemnitees under similar indemnification agreements); or (ii) any other party to or participant or witness in the Proceeding
giving rise to a claim for indemnification or advance of Expenses hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing,
would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement.


 


(g)              
“Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute
resolution mechanism, investigation, inquiry, administrative hearing or any other proceeding, whether brought by or in the right
of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative
or investigative (formal or informal) nature, including any appeal therefrom, except one pending or completed on or before the
Effective Date, unless otherwise specifically agreed in writing by the Company and Indemnitee. If Indemnitee reasonably believes
that a given situation may lead to or culminate in the institution of a Proceeding, such situation shall also be considered a Proceeding.


 






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Section 2.               
Services by Indemnitee. Indemnitee will serve as a director of the Company. However, this Agreement shall not impose
any independent obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company. This Agreement shall
not be deemed an employment contract between the Company (or any other entity) and Indemnitee.


 


Section 3.               
General. The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement
and (b) otherwise to the maximum extent permitted by Maryland law in effect on the Effective Date and as amended from time
to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee
hereunder based on Maryland law as in effect on the Effective Date. The rights of Indemnitee provided in this Section 3 shall include,
without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted
by Section 2-418(g) of the Maryland General Corporation Law (the “MGCL”).


 


Section 4.               
Standard for Indemnification. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened
to be, made a party to any Proceeding, Indemnitee shall be indemnified against all judgments, penalties, fines and amounts paid
in settlement and all Expenses actually and reasonably incurred by him or on his behalf in connection with any such Proceeding
unless it is established that (a) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding
and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) Indemnitee actually
received an improper personal benefit in money, property or services or (c) in the case of any criminal Proceeding, Indemnitee
had reasonable cause to believe that his conduct was unlawful.


 


Section 5.               
Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6),
Indemnitee shall not be entitled to:


 


(a)              
indemnification hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged to be liable
to the Company;


 


(b)              
indemnification hereunder if Indemnitee is adjudged to be liable on the basis that personal benefit was improperly received
in any Proceeding charging improper personal benefit to Indemnitee, whether or not involving action in the Indemnitee’s Corporate
Status; or


 


(c)              
indemnification or advance of Expenses hereunder if the Proceeding was brought by Indemnitee unless: (i) the Proceeding
was brought to enforce indemnification under this Agreement; and then only to the extent in accordance with and as authorized by
Section 12 of this Agreement, or (ii) the Company’s charter or by-laws, a resolution of the stockholders entitled to
vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to
which the Company is a party expressly provide otherwise.


 






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Section 6.               
Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction,
upon application of Indemnitee and such notice as the court shall require, may order indemnification in the following circumstances:


 


(a)              
if it determines Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification,
in which case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or


 


(b)              
if it determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances,
whether or not Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has
been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification
as the court shall deem proper. However, indemnification with respect to any Proceeding by or in the right of the Company or in
which liability shall have been adjudged in the circumstances described in Section 2-418(c) of the MGCL shall be limited to
Expenses.


 


Section 7.               
Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of
this Agreement, and without limiting any such provision, to the extent that Indemnitee was or is, by reason of his Corporate Status,
made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense
of such Proceeding, Indemnitee shall be indemnified for all Expenses actually and reasonably incurred by him or on his behalf in
connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise,
as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee under
this Section 7 for all Expenses actually and reasonably incurred by him or on his behalf in connection with each such claim, issue
or matter, allocated on a reasonable and proportionate basis. For purposes of this Section 7 and, without limitation, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.


 


Section 8.               
Advance of Expenses for a Party. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened
to be, made a party to any Proceeding, the Company shall, without requiring a preliminary determination of Indemnitee’s ultimate
entitlement to indemnification hereunder, advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection
with such Proceeding within ten days after the receipt by the Company of a statement or statements requesting such advance or advances
from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably
evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee
of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized
by law and by this Agreement has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form attached
hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof,
to reimburse the portion of any Expenses advanced to Indemnitee relating to claims, issues or matters in the Proceeding as to which
it shall ultimately be established that the standard of conduct has not been met by Indemnitee and which have not been successfully
resolved as described in Section 7 of this Agreement. To the extent that Expenses advanced to Indemnitee do not relate to a specific
claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking
required by this Section 8 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without
reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security
therefor.


 






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Section 9.               
Indemnification and Advance of Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the
extent that Indemnitee is or may be, by reason of his Corporate Status, made a witness or otherwise asked to participate in any
Proceeding, whether instituted by the Company or any other party, and to which Indemnitee is not a party, he shall be advanced
all reasonable Expenses and indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection
therewith within ten days after the receipt by the Company of a statement or statements requesting any such advance or indemnification
from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably
evidence the Expenses incurred by Indemnitee.


 


Section 10.           
Procedure for Determination of Entitlement to Indemnification.


 


(a)              
To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein
or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine
whether and to what extent Indemnitee is entitled to indemnification. Indemnitee may submit one or more such requests from time
to time and at such time(s) as Indemnitee deems appropriate in his sole discretion. The officer of the Company receiving any such
request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing
that Indemnitee has requested indemnification.


 


(b)              
Upon written request by Indemnitee for indemnification pursuant to Section 10(a) above, a determination, if required by
applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change
in Control shall have occurred, by Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be
delivered to Indemnitee, which Independent Counsel shall be selected by the Indemnitee and approved by the Board of Directors in
accordance with Section 2-418(e)(2)(ii) of the MGCL, which approval will not be unreasonably withheld; or (ii) if a Change
in Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors
or, if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board of Directors consisting
solely of one or more Disinterested Directors, (B) if Independent Counsel has been selected by the Board of Directors in accordance
with Section 2-418(e)(2)(ii) of the MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld, by
Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee or (C) if
so directed by a majority of the members of the Board of Directors, by the stockholders of the Company. If it is so determined
that Indemnitee is entitled to indemnification, payment to Indemnitee for any Expenses advanced by Indemnitee, reimbursement shall
be made in accordance with Section 8. Indemnitee shall cooperate with the person, persons or entity making such determination with
respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable
advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination in the discretion of the Board of Directors or Independent
Counsel if retained pursuant to clause (ii)(B) of this Section 10(b). Any Expenses incurred by Indemnitee in so cooperating with
the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to
Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefrom.


 






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(c)              
The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.


 


Section 11.           
Presumptions and Effect of Certain Proceedings.


 


(a)              
In making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making
such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted
a request for indemnification in accordance with Section 10(a) of this Agreement, and the Company shall have the burden of
proof to overcome that presumption in connection with the making of any determination contrary to that presumption.


 


(b)              
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction,
upon a plea of nolo contendere or its equivalent, or entry of an order of probation prior to judgment, does not create a
presumption that Indemnitee did not meet the requisite standard of conduct described herein for indemnification.


 


(c)              
The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any
other director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic
corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall not
be imputed to Indemnitee for purposes of determining any other right to indemnification under this Agreement.


 


Section 12.           
Remedies of Indemnitee.


 


(a)              
If (i) a determination is made pursuant to Section 10(b) of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advance of Expenses is not timely made pursuant to Section 8 or Section 9 of this Agreement, (iii) no
determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days
after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section
7 or Section 9 of this Agreement within ten days after receipt by the Company of a written request therefor, or (v) payment
of indemnification pursuant to any other section of this Agreement or the charter or Bylaws of the Company is not made within ten
days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication
in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to
such indemnification or advance of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration
to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee
shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee
first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause
shall not apply to a proceeding brought by Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth
herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The
Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 






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(b)              
In any judicial proceeding or arbitration commenced pursuant to this Section 12, Indemnitee shall be presumed to be
entitled to indemnification or advance of Expenses, as the case may be, under this Agreement and the Company shall have the burden
of proving that Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. If Indemnitee commences
a judicial proceeding or arbitration pursuant to this Section 12, Indemnitee shall not be required to reimburse the Company
for any advances pursuant to Section 8 of this Agreement until a final determination is made with respect to Indemnitee’s
entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). The Company shall, to the fullest
extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this
Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate
in any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement.


 


(c)              
If a determination shall have been made pursuant to Section 10(b) of this Agreement that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant
to this Section 12, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make
Indemnitee’s statement not materially misleading, in connection with the request for indemnification.


 


(d)              
In the event that Indemnitee is successful, pursuant to this Section 12, in seeking a judicial adjudication of or an award
in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to
recover from the Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by
him in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that Indemnitee
is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee
in connection with such judicial adjudication or arbitration shall be appropriately prorated.


 


(e)              
Interest shall be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts
and Judicial Proceedings Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for
the period commencing with the date on which the Company was requested to advance expenses in accordance with Section 8 of Section
9 of this Agreement or to make the determination of entitlement to indemnification under Section 10(b) of this Agreement above
and ending on the date such payment is made to Indemnitee by the Company.


 


Section 13.           
Defense of the Underlying Proceeding.


 


(a)              
Indemnitee shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint,
indictment, request or other document relating to any Proceeding which may result in the right to indemnification or the advance
of Expenses hereunder and shall include with such notice a description of the nature of the Proceeding and a summary of the facts
underlying the Proceeding. The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect
in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s
ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby,
and then only to the extent the Company is thereby actually so prejudiced.


 


(b)              
Subject to the provisions of the last sentence of this Section 13(b) and of Section 13(c) below, the Company shall
have the right to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that
the Company shall notify Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such
Proceeding under Section 13(a) above. The Company shall not, without the prior written consent of Indemnitee, which shall
not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or
compromise which (i) includes an admission of fault of Indemnitee, (ii) does not include, as an unconditional term thereof,
the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably
satisfactory to Indemnitee or (iii) would impose any Expense, judgment, fine, penalty or limitation on Indemnitee. This Section 13(b)
shall not apply to a Proceeding brought by Indemnitee under Section 12 of this Agreement.


 






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(c)              
Notwithstanding the provisions of Section 13(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s
Corporate Status, (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval
shall not be unreasonably withheld, that he may have separate defenses or counterclaims to assert with respect to any issue which
may not be consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion
of counsel approved by the Company, which approval shall not be unreasonably withheld, that an actual or apparent conflict of interest
or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense
of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s
choice, subject to the prior approval of the Company, which shall not be unreasonably withheld, and Indemnitee shall be indemnified,
or reimbursed (as applicable) by the Company for the costs, expenses and fees associated therewith in accordance with the terms
and conditions of this Agreement. In addition, if the Company fails to comply with any of its obligations under this Agreement
or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes
any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall
have the right to retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which shall not be
unreasonably withheld, at the expense of the Company (subject to Section 12(d) of this Agreement), to represent Indemnitee
in connection with any such matter.


 


Section 14.           
Non-Exclusivity; Survival of Rights; Subrogation.


 


(a)              
The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any
other rights to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement
or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise.
Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of this Agreement or of any provision hereof shall
limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in
his Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or
inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred is intended
to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other
right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy
hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy.


 


(b)              
In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of
the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights,
including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


Section 15.           
Insurance. The Company will use its reasonable best efforts to acquire directors and officers liability insurance,
on terms and conditions deemed appropriate by the Board of Directors, with the advice of counsel, covering Indemnitee or any claim
made against Indemnitee by reason of his Corporate Status and covering the Company for any indemnification or advance of Expenses
made by the Company to Indemnitee for any claims made against Indemnitee by reason of his Corporate Status. Without in any way
limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee arising
out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines,
settlements and Expenses incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to
in the previous sentence. The purchase, establishment and maintenance of any such insurance shall not in any way limit or affect
the rights or obligations of the Company or Indemnitee under this Agreement except as expressly provided herein, and the execution
and delivery of this Agreement by the Company and the Indemnitee shall not in any way limit or affect the rights or obligations
of the Company under any such insurance policies. If, at the time the Company receives notice from any source of a Proceeding to
which Indemnitee is a party or a participant (as a witness or otherwise) the Company has director and officer liability insurance
in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth
in the respective policies.


 


Section 16.           
Coordination of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise
indemnifiable or payable or reimbursable as Expenses hereunder if and to the extent that Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement or otherwise.


 






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Section 17.           
Reports to Stockholders. To the extent required by Section 2-418 of the MGCL, the Company shall report in writing
to its stockholders the payment of any amounts for indemnification of, or advance of Expenses to, Indemnitee under this Agreement
arising out of a Proceeding by or in the right of the Company with the notice of the meeting of stockholders of the Company next
following the date of the payment of any such indemnification or advance of Expenses or prior to such meeting.


 


Section 18.           
Duration of Agreement; Binding Effect.


 


(a)              
This Agreement shall continue until and terminate on the later of (i) the date that Indemnitee shall have ceased to serve
as a director, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing
member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership,
limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in
such capacity at the request of the Company and (ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding
(including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement).


 


(b)              
The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and
be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by
purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue
as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, trustee, officer,
partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited
liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity
at the request of the Company, and shall inure to the benefit of Indemnitee and his spouse, assigns, heirs, devisees, executors
and administrators and other legal representatives.


 


(c)              
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had taken place.


 


(d)              
The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be
inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly,
the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof,
without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance,
Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled. Indemnitee shall further
be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions
and permanent injunctions, without the necessity of posting bonds or other undertakings in connection therewith. The Company acknowledges
that, in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court, and the Company hereby waives
any such requirement of such a bond or undertaking.


 


Section 19.           
Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable
for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to
be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall
be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties
hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion
of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 






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Section 20.           
Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes
be deemed to be an original but all of which together shall constitute one and the same Agreement. One such counterpart signed
by the party against whom enforceability is sought shall be sufficient to evidence the existence of this Agreement.


 


Section 21.           
Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed
to constitute part of this Agreement or to affect the construction thereof.


 


Section 22.           
Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed
in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


Section 23.           
Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed
to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication
shall have been directed, (ii) delivered by electronic mail to the address set forth herein for notice purposes (iii) delivered
by Federal Express or other nationally recognized overnight delivery service, on the first business day after the date on which
it is deposited, or (iv) mailed by certified or registered mail with postage prepaid, on the third business day after the date
on which it is so mailed:


 


(a)              
If to Indemnitee, to the address set forth on the signature page hereto.


 


(b)              
If to the Company, to:


 


Medalist Diversified
REIT, Inc.


11 S. 12th
Street, Suite 401


Richmond, Virginia
23219


Attention:
Thomas E. Messier


Tel: (804) 344-4435


 


or to such other address as may have been furnished in writing
to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


Section 24.           
Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of Maryland, without regard to its conflicts of laws rules.


 


Section 25.           
Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.


 


 


[SIGNATURE PAGE FOLLOWS]


 






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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above written.


 


	 	COMPANY:
	 	 
	 	Medalist Diversified REIT, Inc., a Maryland corporation
	 	 
	 	By:	              	 
	 	Name:  	 	 
	 	Title:	 	 





 








	 	INDEMNITEE:
	 	 
	 	        	           
	 	 	 
	 	 	 	 



 


	 	 	, an individual	 




 


	 	Address:	       	     
	 	         	 	 




 


[Signature Page to Indemnification Agreement
– Medalist Diversified REIT, Inc.]


 






    


     


    

 


EXHIBIT A


 


FORM OF
UNDERTAKING TO REPAY EXPENSES ADVANCED


 


The Board of Directors of Medalist Diversified REIT, Inc.


 


Re: Undertaking to Repay Expenses Advanced


 


Ladies and Gentlemen:


 


This undertaking is being provided pursuant
to that certain Indemnification Agreement dated the _____ day of ______________, 2019, by and between Medalist Diversified REIT,
Inc., a Maryland corporation (the “Company”), and the undersigned Indemnitee (the “Indemnification Agreement”),
pursuant to which I am entitled to advance of Expenses in connection with [Description of Proceeding] (the “Proceeding”).


 


Terms used herein and not otherwise defined
shall have the meanings specified in the Indemnification Agreement.


 


I am subject to the Proceeding by reason
of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. I hereby affirm my good belief that
at all times, insofar as I was involved as a director of the Company, in any of the facts or events giving rise to the Proceeding,
I (1) did not act with bad faith or active or deliberate dishonesty, (2) did not receive any improper personal benefit
in money, property or services and (3) in the case of any criminal proceeding, had no reasonable cause to believe that any
act or omission by me was unlawful.


 


In consideration of the advance of Expenses
by the Company for reasonable attorneys’ fees and related Expenses incurred by me in connection with the Proceeding (the
“Advanced Expenses”), I hereby agree that if, in connection with the Proceeding, it is established that (1) an
act or omission by me was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was
the result of active and deliberate dishonesty or (2) I actually received an improper personal benefit in money, property
or services or (3) in the case of any criminal proceeding, I had reasonable cause to believe that the act or omission was
unlawful, then I shall promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or matters in the
Proceeding as to which the foregoing findings have been established.


 


IN WITNESS WHEREOF, I have executed this
Affirmation and Undertaking on this ___ day of ____________________, 20____.


 


	 	 	 






 


Exhibit “A”