MedAmerica Properties Inc. (Form: 8-K, Received: 12/03/2019 14:50:23)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 27, 2019

MedAmerica Properties Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-09043

(Commission

File Number)

36-3361229

(IRS Employer

Identification No.)

Boca Center, Tower 1, 5200 Town Center Circle,

Suite 550,

Boca Raton, Florida

(Address of principal executive offices)

33486

(Zip Code)

Registrant’s telephone number, including area code: (561) 617-8050

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Amendments to Merger Agreements

On November 27, 2019, MedAmerica Properties Inc. (the “Company” or “MedAmerica”) and certain of its subsidiaries entered into 19 separate amendments (collectively, the “Amendments”) to the previously disclosed 19 separate agreements and plans of merger (collectively, the “Merger Agreements”), each dated May 28, 2019, with each of Broad Street Realty, LLC (“BSR”), Broad Street Ventures, LLC (“BSV”), BSV Avondale LLC, BSV Colonial Investor LLC, BSV Coral Hills Investors LLC, BSV Crestview Square LLC, BSV Cromwell Parent LLC, BSV Cypress Point Investors LLC, BSV Dekalb LLC, BSV Greenwood Investors LLC, BSV Highlandtown Investors LLC, BSV Hollinswood LLC, BSV Lamont Investors LLC, BSV Lamonticello Investors LLC, BSV LSP East Investors LLC, BSV Patrick Street Member LLC, BSV Premier Brookhill LLC, BSV Spotswood Investors LLC and BSV West Broad Investors LLC (collectively, the “Broad Street Entities”).

As previously disclosed, pursuant to the Merger Agreements, in a series of 19 mergers, each Broad Street Entity will merge with and into a subsidiary of the Company with each Broad Street Entity surviving (collectively, the “Mergers”). Other than the Delayed Mergers (as defined below), each of the Mergers is required to close concurrently (such Mergers, the “Initial Mergers”), unless such condition is waived by the parties.

Under the Amendments, the Merger Agreements were revised such that the Mergers involving BSR, BSV, BSV Colonial Investor LLC, BSV Coral Hills Investors LLC, BSV Crestview Square LLC, BSV Dekalb LLC, BSV Hollinswood LLC, BSV Lamonticello Investors LLC and BSV West Broad Investors LLC will constitute the Initial Mergers. Accordingly, the Mergers involving BSV Avondale LLC, BSV Cromwell Parent LLC, BSV Cypress Point Investors LLC, BSV Greenwood Investors LLC, BSV Highlandtown Investors LLC, BSV Lamont Investors LLC, BSV LSP East Investors LLC, BSV Patrick Street Member LLC, BSV Premier Brookhill LLC and BSV Spotswood Investors LLC (the “Delayed Mergers”) may close concurrently with or subsequent to the Initial Mergers.

In addition, the Amendments to the Merger Agreements for the Delayed Mergers provide that a condition to the consummation of each of the Delayed Mergers is, unless waived by the applicable Broad Street Entities, subject to the receipt of equity, equity-linked or debt financing by the Broad Street Entities (but not including any new debt financing secured in whole or in part by mortgages or other security interests on any of the properties owned by the Broad Street Entities), the proceeds of which are not less than $16 million.

The Amendments to the Merger Agreements involving BSR, BSV, BSV Avondale LLC, BSV Coral Hills Investors LLC, BSV Crestview Square LLC, BSV Cypress Point Investors LLC, BSV Dekalb LLC, BSV Hollinswood LLC, BSV Lamont Investors LLC, BSV Lamonticello Investors LLC, BSV LSP East Investors LLC, BSV Patrick Street Member, BSV Premier Brookhill LLC and BSV West Broad Investors LLC also extended the Outside Date (as defined in the applicable Merger Agreements) to December 31, 2019.

Other than as expressly modified by the Amendments, the Merger Agreements, which were filed as Exhibits 2.1 through 2.19 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 31, 2019, remain in full force and effect.

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments, which are filed as Exhibits 2.1 through 2.19 hereto and are incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the effect of the Mergers, future restructuring of the Company, future issuance of the Company’s common stock and OP Units, expected ownership structure and operations of the Combined Company and future board and management transition. These statements are based on current expectations, estimates and projections about, among others, management’s beliefs, assumptions made by management and the transactions described in this Current Report on Form 8-K. While the Company’s management believes the assumptions underlying its forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond the control of the Company’s management. These risks include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of any Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against the MedAmerica Parties, BSR, BSV, the Broad Street Entities and others following the announcement of the Merger Agreements; (3) the inability to complete the Mergers due to the failure to satisfy other conditions to completion of the Mergers, including the financing condition and obtaining consent from the requisite lenders; (4) the ability to recognize the benefits of the Mergers; (5) the amount of the costs, fees, expenses and charges related to the Mergers; and (6) other risks that are set forth under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and other documents filed by the Company with the SEC from time to time. All forward-looking statements speak only as of the date of this Current Report on Form 8-K or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on its behalf are qualified by the cautionary statements in this section. Except as otherwise may be required by law, the Company undertakes no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among Broad Street Realty, LLC MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and Broad Street Realty Merger Sub LLC.
2.2		First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among Broad Street Ventures, LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and Broad Street Ventures Merger Sub LLC.
2.3		First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC.
2.4		First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Colonial Investor LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Colonial Merger Sub LLC.
2.5		First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Coral Hills Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Coral Hills Merger Sub LLC.
2.6		First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Crestview Square LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Crestview Square Merger Sub LLC.
2.7		First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Cromwell Parent LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Cromwell Merger Sub LLC.
2.8		First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Cypress Point Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Cypress Point Merger Sub LLC.
2.9		First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Dekalb LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Dekalb Merger Sub LLC.
2.10		First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Greenwood Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Greenwood Merger Sub LLC.
2.11		First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019,, by and among BSV Highlandtown Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Highlandtown Merger Sub LLC.
2.12		First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Hollinswood LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Hollinswood Merger Sub LLC.
2.13		First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Lamont Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Lamont Merger Sub LLC.
2.14		First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Lamonticello Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Lamonticello Merger Sub LLC.
2.15		First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV LSP East Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV LSP East Merger Sub LLC.
2.16		First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Patrick Street Member LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Patrick Street Merger Sub LLC.
2.17		First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Premier Brookhill LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Brookhill Merger Sub LLC.
2.18		First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Spotswood Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Spotswood Merger Sub LLC.
2.19		First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV West Broad Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV West Broad Merger Sub LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MEDAMERICA PROPERTIES INC.

December 3, 2019	By:	/s/ Joseph C. Bencivenga
		Joseph C. Bencivenga
		President and Chief Executive Officer

Exhibit 2.1

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among Broad Street Realty, LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and Broad Street Realty Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties entered into the Merger Agreement on May 28, 2019;

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, and intending to be legally bound, the Parties agree as follows:

Amendment to Exhibit A. The following defined term set forth in Section (jj) of Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“Outside Date” means December 31, 2019.

Amendment to Exhibit E. Exhibit E to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 1 attached hereto.

Amendment to Schedule 5.2(j). Schedule 5.2(j) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 2 attached hereto.

Amendment to Schedule 5.2(k). Schedule 5.2(k) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 3 attached hereto.

Miscellaneous.

All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement, as amended by this Amendment.

Except as amended by this Amendment, all the terms and provisions of the Merger Agreement shall remain unchanged and shall continue in full force and effect in accordance with the terms of the Merger Agreement.

This Amendment may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to each other Party (including by means of electronic delivery), it being understood that the Parties need not sign the same counterpart. Signatures to this Amendment transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

[SIGNATURE PAGES FOLLOW]

In witness whereof, the undersigned Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

	BROAD STREET REALTY, LLC


	By:	/s/ Michael Z. Jacoby
		Name:Michael Z. Jacoby Title:Chief Executive Officer

	MEDAMERICA PROPERTIES INC.


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BROAD STREET OPERATING PARTNERSHIP, LP By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BROAD STREET REALTY MERGER SUB LLC By: MEDAMERICA PROPERTIES INC., its sole member


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

SCHEDULE 1

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

DELAYED TRANSACTIONS

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC.

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Cromwell Parent LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Cromwell Merger Sub LLC.

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Cypress Point Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Cypress Point Merger Sub LLC.

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Greenwood Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Greenwood Merger Sub LLC.

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Highlandtown Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Highlandtown Merger Sub LLC.

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Lamont Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Lamont Merger Sub LLC.

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV LSP East Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV LSP East Merger Sub LLC.

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Patrick Street Member LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Patrick Street Merger Sub LLC.

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Premier Brookhill LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Brookhill Merger Sub LLC.

10.

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Spotswood Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Spotswood Merger Sub LLC.

Exhibit 2.2

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among Broad Street Ventures, LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and Broad Street Ventures Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties entered into the Merger Agreement on May 28, 2019;

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Amendment to Exhibit A. The following defined term set forth in Section (ii) of Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“Outside Date” means December 31, 2019.

Amendment to Exhibit E. Exhibit E to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 1 attached hereto.

Amendment to Schedule 5.2(j). Schedule 5.2(j) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 2 attached hereto.

Amendment to Schedule 5.2(k). Schedule 5.2(k) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 3 attached hereto.

Miscellaneous.

All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement, as amended by this Amendment.

[SIGNATURE PAGES FOLLOW]

In witness whereof, the undersigned Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

	BROAD STREET VENTURES, LLC


	By:	/s/ Michael Z. Jacoby
		Name:Michael Z. Jacoby Title:Chief Executive Officer

	MEDAMERICA PROPERTIES INC.


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BROAD STREET OPERATING PARTNERSHIP, LP By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BSV BROOKHILL MERGER SUB LLC By: MEDAMERICA PROPERTIES INC., its sole member


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

SCHEDULE 1

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

DELAYED TRANSACTIONS

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC.

10.

Exhibit 2.3

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Avondale LLC, a District of Columbia limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV Avondale Merger Sub LLC, a District of Columbia limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties entered into the Merger Agreement on May 28, 2019;

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Amendment to Exhibit A. The following defined term set forth in Section (nn) of Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“Outside Date” means December 31, 2019.

Amendment to Section 5.1(f). Section 5.1(f) of the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“(f) Other Merger Transactions. The Other Merger Transactions (except for the transactions contemplated by the agreements set forth on Exhibit E (the “Delayed Transactions”)) shall close prior to, or concurrently with, the Closing in accordance with their respective terms and, without limiting the foregoing, the Other Merger Transactions (except for the Delayed Transactions) shall have become effective under applicable Law at, prior to or concurrently with the Closing.”

Amendment to Section 5.2(f). Section 5.2(f) of the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“(f) Other Merger Transactions. The Other Merger Transactions (except for the Delayed Transactions) shall close prior to, or concurrently with, the Closing in accordance with their respective terms and, without limiting the foregoing, the Other Merger Transactions (except for the Delayed Transactions) shall have become effective under applicable Law at, prior to or concurrently with the Closing.”

Amendment to Section 5.2(k). Section 5.2(k) of the Merger Agreement is hereby deleted in its entirety.

Amendment to Exhibit A. The definition of “Financing” on Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“(v) “Financing” means any equity, equity-linked or debt financing borrowed or received by the Broad Street Entities (but not including any new debt financing secured in whole or in part by mortgages or other security interests on any of the properties owned by the Broad Street Entities), the proceeds of which are not less than $16,000,000.”

Amendment to Exhibit E. Exhibit E to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 1 attached hereto.

Amendment to Schedule 5.2(j). Schedule 5.2(j) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 2 attached hereto.

Miscellaneous.

All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement, as amended by this Amendment.

[SIGNATURE PAGES FOLLOW]

In witness whereof, the undersigned Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

	BSV AVONDALE LLC By: BROAD STREET VENTURES, LLC, its manager

	By:	/s/ Michael Z. Jacoby
		Name:Michael Z. Jacoby Title:Chief Executive Officer

	MEDAMERICA PROPERTIES INC.

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BROAD STREET OPERATING PARTNERSHIP, LP By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BSV AVONDALE MERGER SUB LLC By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

SCHEDULE 1

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

DELAYED TRANSACTIONS

Exhibit 2.4

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Colonial Investor LLC, a Delaware limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV Colonial Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties entered into the Merger Agreement on May 28, 2019;

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Amendment to Section 5.1(f). Section 5.1(f) of the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“(f) Other Merger Transactions. The Other Merger Transactions (except for the transactions contemplated by the agreements set forth on Exhibit E (the “Delayed Transactions”)) shall close concurrently with the Closing in accordance with their respective terms and, without limiting the foregoing, the Other Merger Transactions (except for the Delayed Transactions) shall have become effective under applicable Law at or prior to the Closing.”

Amendment to Section 5.2(f). Section 5.2(f) of the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“(f) Other Merger Transactions. The Other Merger Transactions (except for the Delayed Transactions) shall close concurrently with the Closing in accordance with their respective terms and, without limiting the foregoing, the Other Merger Transactions (except for the Delayed Transactions) shall have become effective under applicable Law at or prior to the Closing.”

Amendment to Exhibit E. Exhibit E to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 1 attached hereto.

Amendment to Schedule 5.2(j). Schedule 5.2(j) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 2 attached hereto.

Amendment to Schedule 5.2(k). Schedule 5.2(k) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 3 attached hereto.

Miscellaneous.

All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement, as amended by this Amendment.

[SIGNATURE PAGES FOLLOW]

In witness whereof, the undersigned Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

	BSV COLONIAL INVESTOR LLC By: BROAD STREET VENTURES, LLC, its co-manager

	By:	/s/ Michael Z. Jacoby
		Name:Michael Z. Jacoby Title:Chief Executive Officer

	MEDAMERICA PROPERTIES INC.


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BROAD STREET OPERATING PARTNERSHIP, LP By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BSV COLONIAL MERGER SUB LLC By: MEDAMERICA PROPERTIES INC., its sole member


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

SCHEDULE 1

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

DELAYED TRANSACTIONS

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC.

10.

Exhibit 2.5

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Coral Hills Investors LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV Coral Hills Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties entered into the Merger Agreement on May 28, 2019;

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Amendment to Exhibit A. The following defined term set forth in Section (ll) of Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“Outside Date” means December 31, 2019.

Amendment to Exhibit E. Exhibit E to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 1 attached hereto.

Amendment to Schedule 5.2(j). Schedule 5.2(j) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 2 attached hereto.

Amendment to Schedule 5.2(k). Schedule 5.2(k) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 3 attached hereto.

Miscellaneous.

All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement, as amended by this Amendment.

[SIGNATURE PAGES FOLLOW]

In witness whereof, the undersigned Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

	BSV CORAL HILLS INVESTORS LLC By: BROAD STREET VENTURES, LLC, its manager

	By:	/s/ Michael Z. Jacoby
		Name:Michael Z. Jacoby Title:Chief Executive Officer

	MEDAMERICA PROPERTIES INC.


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BROAD STREET OPERATING PARTNERSHIP, LP By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BSV CORAL HILLS MERGER SUB LLC By: MEDAMERICA PROPERTIES INC., its sole member


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

SCHEDULE 1

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

DELAYED TRANSACTIONS

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC.

10.

Exhibit 2.6

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Crestview Square LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV Crestview Square Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties entered into the Merger Agreement on May 28, 2019;

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Amendment to Exhibit A. The following defined term set forth in Section (ll) of Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“Outside Date” means December 31, 2019.

Amendment to Exhibit E. Exhibit E to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 1 attached hereto.

Amendment to Schedule 5.2(j). Schedule 5.2(j) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 2 attached hereto.

Amendment to Schedule 5.2(k). Schedule 5.2(k) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 3 attached hereto.

Miscellaneous.

All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement, as amended by this Amendment.

[SIGNATURE PAGES FOLLOW]

In witness whereof, the undersigned Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

	BSV CRESTVIEW SQUARE LLC By: BROAD STREET VENTURES, LLC, its manager

	By:	/s/ Michael Z. Jacoby
		Name:Michael Z. Jacoby Title:Chief Executive Officer

	MEDAMERICA PROPERTIES INC.


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BROAD STREET OPERATING PARTNERSHIP, LP By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BSV CRESTVIEW SQUARE MERGER SUB LLC By: MEDAMERICA PROPERTIES INC., its sole member


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

SCHEDULE 1

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

DELAYED TRANSACTIONS

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC.

10.

Exhibit 2.7

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Cromwell Parent LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV Cromwell Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties entered into the Merger Agreement on May 28, 2019;

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Amendment to Exhibit A. The following defined term set forth in Section (nn) of Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“Outside Date” means December 31, 2019.

Amendment to Section 5.1(f). Section 5.1(f) of the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Section 5.2(f). Section 5.2(f) of the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Section 5.2(k). Section 5.2(k) of the Merger Agreement is hereby deleted in its entirety.

Amendment to Exhibit E. Exhibit E to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 1 attached hereto.

Amendment to Exhibit A. The definition of “Financing” on Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Schedule 5.2(j). Schedule 5.2(j) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 2 attached hereto.

Miscellaneous.

All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement, as amended by this Amendment.

[SIGNATURE PAGES FOLLOW]

In witness whereof, the undersigned Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

	BSV CROMWELL PARENT LLC By: BROAD STREET VENTURES, LLC, its manager

	By:	/s/ Michael Z. Jacoby
		Name:Michael Z. Jacoby Title:Chief Executive Officer

	MEDAMERICA PROPERTIES INC.


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman


	BROAD STREET OPERATING PARTNERSHIP, LP By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman


	BSV CROMWELL MERGER SUB LLC By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

SCHEDULE 1

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

DELAYED TRANSACTIONS

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC.

Exhibit 2.8

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Cypress Point Investors LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV Cypress Point Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties entered into the Merger Agreement on May 28, 2019;

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Amendment to Section 5.2(k). Section 5.2(k) of the Merger Agreement is hereby deleted in its entirety.

Amendment to Exhibit E. Exhibit E to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 1 attached hereto.

Amendment to Exhibit A. The definition of “Financing” on Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Schedule 5.2(j). Schedule 5.2(j) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 2 attached hereto.

Miscellaneous.

All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement, as amended by this Amendment.

[SIGNATURE PAGES FOLLOW]

In witness whereof, the undersigned Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

	BSV CYPRESS POINT INVESTORS LLC By: BROAD STREET VENTURES, LLC, its manager

	By:	/s/ Michael Z. Jacoby
		Name:Michael Z. Jacoby Title:Chief Executive Officer

	MEDAMERICA PROPERTIES INC.


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman


	BROAD STREET OPERATING PARTNERSHIP, LP By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman


	BSV CYPRESS POINT MERGER SUB LLC By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

SCHEDULE 1

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

DELAYED TRANSACTIONS

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC.

Exhibit 2.9

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Dekalb LLC, a Pennsylvania limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV Dekalb Merger Sub LLC, a Pennsylvania limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties entered into the Merger Agreement on May 28, 2019;

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Amendment to Exhibit A. The following defined term set forth in Section (nn) of Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“Outside Date” means December 31, 2019.

Amendment to Exhibit E. Exhibit E to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 1 attached hereto.

Amendment to Schedule 5.2(j). Schedule 5.2(j) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 2 attached hereto.

Amendment to Schedule 5.2(k). Schedule 5.2(k) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 3 attached hereto.

Miscellaneous.

All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement, as amended by this Amendment.

[SIGNATURE PAGES FOLLOW]

In witness whereof, the undersigned Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

	BSV DEKALB LLC By: BROAD STREET VENTURES, LLC, its manager

	By:	/s/ Michael Z. Jacoby
		Name:Michael Z. Jacoby Title:Chief Executive Officer

	MEDAMERICA PROPERTIES INC.

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BROAD STREET OPERATING PARTNERSHIP, LP By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BSV DEKALB MERGER SUB LLC By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

SCHEDULE 1

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

DELAYED TRANSACTIONS

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC.

10.

Exhibit 2.10

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Greenwood Investors LLC, a Delaware limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV Greenwood Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties entered into the Merger Agreement on May 28, 2019;

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Amendment to Section 5.2(k). Section 5.2(k) of the Merger Agreement is hereby deleted in its entirety.

Amendment to Exhibit E. Exhibit E to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 1 attached hereto.

Amendment to Exhibit A. The definition of “Financing” on Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Schedule 5.2(j). Schedule 5.2(j) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 2 attached hereto.

Miscellaneous.

All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement, as amended by this Amendment.

[SIGNATURE PAGES FOLLOW]

In witness whereof, the undersigned Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

	BSV GREENWOOD INVESTORS LLC By: BROAD STREET VENTURES, LLC, its manager

	By:	/s/ Michael Z. Jacoby
		Name:Michael Z. Jacoby Title:Chief Executive Officer

	MEDAMERICA PROPERTIES INC.

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BROAD STREET OPERATING PARTNERSHIP, LP By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BSV GREENWOOD MERGER SUB LLC By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

SCHEDULE 1

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

DELAYED TRANSACTIONS

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC.

Exhibit 2.11

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Highlandtown Investors LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV Highlandtown Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties entered into the Merger Agreement on May 28, 2019;

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Amendment to Section 5.2(k). Section 5.2(k) of the Merger Agreement is hereby deleted in its entirety.

Amendment to Exhibit A. The definition of “Financing” on Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Exhibit E. Exhibit E to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 1 attached hereto.

Amendment to Schedule 5.2(j). Schedule 5.2(j) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 2 attached hereto.

Miscellaneous.

All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement, as amended by this Amendment.

[SIGNATURE PAGES FOLLOW]

In witness whereof, the undersigned Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

	BSV HIGHLANDTOWN INVESTORS LLC By: BROAD STREET VENTURES, LLC, its manager

	By:	/s/ Michael Z. Jacoby
		Name:Michael Z. Jacoby Title:Chief Executive Officer

	MEDAMERICA PROPERTIES INC.

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BROAD STREET OPERATING PARTNERSHIP, LP By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BSV HIGHLANDTOWN MERGER SUB LLC By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

SCHEDULE 1

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

DELAYED TRANSACTIONS

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC.

Exhibit 2.12

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Hollinswood LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV Hollinswood Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties entered into the Merger Agreement on May 28, 2019;

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Amendment to Exhibit A. The following defined term set forth in Section (nn) of Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“Outside Date” means December 31, 2019.

Amendment to Exhibit E. Exhibit E to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 1 attached hereto.

Amendment to Schedule 5.2(j). Schedule 5.2(j) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 2 attached hereto.

Amendment to Schedule 5.2(k). Schedule 5.2(k) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 3 attached hereto.

Miscellaneous.

All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement, as amended by this Amendment.

[SIGNATURE PAGES FOLLOW]

In witness whereof, the undersigned Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

	BSV HOLLINSWOOD LLC By: BROAD STREET VENTURES, LLC, its manager

	By:	/s/ Michael Z. Jacoby
		Name:Michael Z. Jacoby Title:Chief Executive Officer

	MEDAMERICA PROPERTIES INC.

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BROAD STREET OPERATING PARTNERSHIP, LP By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BSV HOLLINSWOOD MERGER SUB LLC By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

SCHEDULE 1

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

DELAYED TRANSACTIONS

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC.

10.

Exhibit 2.13

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Lamont Investors LLC, a Delaware limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV Lamont Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties entered into the Merger Agreement on May 28, 2019;

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Amendment to Exhibit A. The following defined term set forth in Section (ii) of Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“Outside Date” means December 31, 2019.

Amendment to Section 5.1(f). Section 5.1(f) of the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Section 5.2(f). Section 5.2(f) of the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Schedule 5.2(k). Schedule 5.2(k) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 3 attached hereto.

Amendment to Exhibit A. The definition of “Financing” on Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Exhibit E. Exhibit E to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 1 attached hereto.

Amendment to Schedule 5.2(j). Schedule 5.2(j) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 2 attached hereto.

Miscellaneous.

All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement, as amended by this Amendment.

[SIGNATURE PAGES FOLLOW]

In witness whereof, the undersigned Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

	BSV LAMONT INVESTORS LLC By: BROAD STREET VENTURES, LLC, its manager

	By:	/s/ Michael Z. Jacoby
		Name:Michael Z. Jacoby Title:Chief Executive Officer

	MEDAMERICA PROPERTIES INC.

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BROAD STREET OPERATING PARTNERSHIP, LP By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BSV LAMONT MERGER SUB LLC By: BROAD STREET OPERATING PARTNERSHIP, LP, its sole member By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

SCHEDULE 1

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

DELAYED TRANSACTIONS

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC.

Exhibit 2.14

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Lamonticello Investors LLC, a Delaware limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV Lamonticello Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties entered into the Merger Agreement on May 28, 2019;

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Amendment to Exhibit A. The following defined term set forth in Section (ii) of Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“Outside Date” means December 31, 2019.

Amendment to Exhibit E. Exhibit E to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 1 attached hereto.

Amendment to Schedule 5.2(j). Schedule 5.2(j) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 2 attached hereto.

Amendment to Schedule 5.2(k). Schedule 5.2(k) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 3 attached hereto.

Miscellaneous.

All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement, as amended by this Amendment.

[SIGNATURE PAGES FOLLOW]

In witness whereof, the undersigned Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

	BSV LAMONTICELLO INVESTORS LLC By: BROAD STREET VENTURES, LLC, its manager

	By:	/s/ Michael Z. Jacoby
		Name:Michael Z. Jacoby Title:Chief Executive Officer

	MEDAMERICA PROPERTIES INC.

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BROAD STREET OPERATING PARTNERSHIP, LP By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BSV LAMONTICELLO MERGER SUB LLC By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

SCHEDULE 1

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

DELAYED TRANSACTIONS

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC.

10.

Exhibit 2.15

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV LSP East Investors LLC, a Delaware limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV LSP East Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties entered into the Merger Agreement on May 28, 2019;

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Amendment to Exhibit A. The following defined term set forth in Section (nn) of Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“Outside Date” means December 31, 2019.

Amendment to Section 5.1(f). Section 5.1(f) of the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Section 5.2(f). Section 5.2(f) of the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Section 5.2(k). Section 5.2(k) of the Merger Agreement is hereby deleted in its entirety.

Amendment to Exhibit A. The definition of “Financing” on Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Exhibit E. Exhibit E to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 1 attached hereto.

Amendment to Schedule 5.2(j). Schedule 5.2(j) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 2 attached hereto.

Miscellaneous.

All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement, as amended by this Amendment.

[SIGNATURE PAGES FOLLOW]

In witness whereof, the undersigned Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

	BSV LSP EAST INVESTORS LLC By: BROAD STREET VENTURES, LLC, its manager

	By:	/s/ Michael Z. Jacoby
		Name:Michael Z. Jacoby Title:Chief Executive Officer

	MEDAMERICA PROPERTIES INC.

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BROAD STREET OPERATING PARTNERSHIP, LP By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BSV LSP EAST MERGER SUB LLC By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

SCHEDULE 1

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

DELAYED TRANSACTIONS

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC.

Exhibit 2.16

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Patrick Street Member LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV Patrick Street Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties entered into the Merger Agreement on May 28, 2019;

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Amendment to Exhibit A. The following defined term set forth in Section (oo) of Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“Outside Date” means December 31, 2019.

Amendment to Section 5.1(f). Section 5.1(f) of the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Section 5.2(f). Section 5.2(f) of the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Schedule 5.2(k). Schedule 5.2(k) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 3 attached hereto.

Amendment to Exhibit A. The definition of “Financing” on Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Exhibit E. Exhibit E to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 1 attached hereto.

Amendment to Schedule 5.2(j). Schedule 5.2(j) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 2 attached hereto.

Miscellaneous.

All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement, as amended by this Amendment.

[SIGNATURE PAGES FOLLOW]

In witness whereof, the undersigned Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

	BSV PATRICK STREET MEMBER LLC By: BROAD STREET VENTURES, LLC, its manager

	By:	/s/ Michael Z. Jacoby
		Name:Michael Z. Jacoby Title:Chief Executive Officer

	MEDAMERICA PROPERTIES INC.

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BROAD STREET OPERATING PARTNERSHIP, LP By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BSV PATRICK STREET MERGER SUB LLC By: BROAD STREET OPERATING PARTNERSHIP, LP, its sole member By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

SCHEDULE 1

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

DELAYED TRANSACTIONS

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC.

Exhibit 2.17

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Premier Brookhill LLC, a Virginia limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV Brookhill Merger Sub LLC, a Virginia limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties entered into the Merger Agreement on May 28, 2019;

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Amendment to Exhibit A. The following defined term set forth in Section (ll) of Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“Outside Date” means December 31, 2019.

Amendment to Section 5.1(f). Section 5.1(f) of the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Section 5.2(f). Section 5.2(f) of the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Section 5.2(k). Section 5.2(k) of the Merger Agreement is hereby deleted in its entirety.

Amendment to Exhibit A. The definition of “Financing” on Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Exhibit E. Exhibit E to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 1 attached hereto.

Amendment to Schedule 5.2(j). Schedule 5.2(j) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 2 attached hereto.

Miscellaneous.

All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement, as amended by this Amendment.

[SIGNATURE PAGES FOLLOW]

In witness whereof, the undersigned Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

	BSV PREMIER BROOKHILL LLC By: BROAD STREET VENTURES, LLC, its manager

	By:	/s/ Michael Z. Jacoby
		Name:Michael Z. Jacoby Title:Chief Executive Officer

	MEDAMERICA PROPERTIES INC.


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BROAD STREET OPERATING PARTNERSHIP, LP By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BSV BROOKHILL MERGER SUB LLC By: MEDAMERICA PROPERTIES INC., its sole member


	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

SCHEDULE 1

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

DELAYED TRANSACTIONS

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC.

Exhibit 2.18

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Spotswood Investors LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV Spotswood Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties entered into the Merger Agreement on May 28, 2019;

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Amendment to Section 5.2(k). Section 5.2(k) of the Merger Agreement is hereby deleted in its entirety.

Amendment to Exhibit A. The definition of “Financing” on Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Exhibit E. Exhibit E to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 1 attached hereto.

Amendment to Schedule 5.2(j). Schedule 5.2(j) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 2 attached hereto.

Miscellaneous.

All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement, as amended by this Amendment.

[SIGNATURE PAGES FOLLOW]

In witness whereof, the undersigned Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

	BSV SPOTSWOOD INVESTORS LLC By: BROAD STREET VENTURES, LLC, its manager

	By:	Michael Z. Jacoby
		Name:Michael Z. Jacoby Title:Chief Executive Officer

	MEDAMERICA PROPERTIES INC.

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BROAD STREET OPERATING PARTNERSHIP, LP By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BSV SPOTSWOOD MERGER SUB LLC By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

SCHEDULE 1

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

DELAYED TRANSACTIONS

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC.

Exhibit 2.19

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV West Broad Investors LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties Inc., a Delaware corporation (“MAMP”), and BSV West Broad Merger Sub LLC, a Maryland limited liability company (“Merger Sub”), is made and entered into effective as of November 27, 2019, by and among the Company, the Operating Partnership, MAMP and Merger Sub (collectively, the “Parties”).

RECITALS:

WHEREAS, the Parties entered into the Merger Agreement on May 28, 2019;

WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

Amendment to Exhibit A. The following defined term set forth in Section (nn) of Exhibit A to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

“Outside Date” means December 31, 2019.

Amendment to Exhibit E. Exhibit E to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 1 attached hereto.

Amendment to Schedule 5.2(j). Schedule 5.2(j) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 2 attached hereto.

Amendment to Schedule 5.2(k). Schedule 5.2(k) to the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the items set forth on Schedule 3 attached hereto.

Miscellaneous.

All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement, as amended by this Amendment.

[SIGNATURE PAGES FOLLOW]

In witness whereof, the undersigned Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.

	BSV WEST BROAD INVESTORS LLC By: BROAD STREET VENTURES, LLC, its manager

	By:	/s/ Michael Z. Jacoby
		Name:Michael Z. Jacoby Title:Chief Executive Officer

	MEDAMERICA PROPERTIES INC.

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BROAD STREET OPERATING PARTNERSHIP, LP By: BROAD STREET OP GP, LLC, its general partner By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

	BSV WEST BROAD MERGER SUB LLC By: MEDAMERICA PROPERTIES INC., its sole member

	By:	/s/ Gary O. Marino
		Name:Gary O. Marino Title:Chairman

SCHEDULE 1

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

DELAYED TRANSACTIONS

Agreement and Plan of Merger, dated as of May 28, 2019, as amended, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC.

10.