EXHIBIT 10.2
COMPLETION GUARANTY
This COMPLETION GUARANTY (this “Guaranty”), dated as of October 9, 2026 (the “Effective Date”), made by (i) Spandrel Sponsors Fund II, LP, a Delaware limited partnership, having a primary place of business at c/o Spandrel Development Partners, 370 Lexington Avenue, Suite 700, New York, New York 10017, and (ii) Medalist Diversified Holdings, L.P., a Delaware limited partnership, having a primary place of business at c/o Medalist Diversified, Inc., P.O. Box 8436, Richmond, Virginia 23226 (each a “Guarantor” and, collectively, “Guarantors”), in favor of GLP 2505 LLC, a Delaware limited liability company (together with its successors and assigns, the “Lender”).
W I T N E S S E T H:
WHEREAS, Mira SAV Property, LLC, a Delaware limited liability company (“Borrower”), is party to that certain Loan and Security Agreement, dated as of the date first above written, by and between Borrower and Lender (as amended, amended and restated, supplemented, extended, replaced, refinanced or otherwise modified from time to time, the “Loan Agreement;” capitalized terms which are not defined herein shall have the meaning set forth in the Loan Agreement) and pursuant thereto, delivered to Lender a Note evidencing a loan made thereunder by Lender to Borrower in the original principal amount of $13,800,000.00 (as amended, amended and restated, supplemented, extended, replaced, refinanced or otherwise modified from time to time, the “Note”);
WHEREAS, Guarantors, directly or indirectly, are the legal and beneficial owner of issued and outstanding equity interests of Borrower (the “Equity Interests”), and shall derive direct and indirect benefit from the loan made under the Note; and
WHEREAS, it is a condition precedent to the obligation of Lender to make the loan under the Loan Agreement that Guarantors shall have executed and delivered this Guaranty to Lender in order to secure completion of the Work (as defined in the Loan Agreement) by the Maturity Date or the applicable Extended Maturity Date (if applicable to the extent Borrower has satisfied the Extension Conditions as provided in the Loan Agreement).
NOW, THEREFORE, for good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the Guarantors hereby agree as follows:
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(b)If to Lender: |
c/o River Rock Associates LLC 10 Glenville Street, Suite 2 Greenwich, Connecticut 06831 Attn: Justin O’Leary Email: justin@pilotregroup.com With a copy (which shall not constitute notice) to: |
Spencer Fane LLP 711 Third Avenue, 17th Floor New York, NY 10017 Tel: 212-907-7367 Attn: Michael S. Weinstein Email: mweinstein@spencerfane.com |
All notices and communications shall be effective (i) if mailed, when received or three (3) days after mailing, whichever is earlier, (ii) if telecopied, when transmitted, provided a copy is simultaneously sent by one of the other methods herein, (iii) if sent by overnight courier, one (1) day after delivery to the overnight courier, (iv) if delivered, upon delivery, and (v) if e-mailed, upon confirmation of receipt to the above applicable addresses.
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This Section 17 shall survive termination of this Guaranty.
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IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty Agreement to be duly executed and delivered as of the date first above written.
GUARANTORS:
SPANDREL SPONSORS FUND II, LP, a Delaware limited partnership
By: | /s/ Emanuel Neuman |
Name: | Emanuel Neuman |
Title: | Authorized Signatory |
MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership
By: | /s/ C. Brent Winn, Jr. |
Name: | C. Brent Winn, Jr. |
Title: | Chief Financial Officer |
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