Exhibit 8.1
 
ASSIGNMENT OF ESCROW AGREEMENT
 
ASSIGNMENT OF ESCROW AGREEMENT, dated as of April 10, 2017 (this “Agreement”), by and among Branch Banking and Trust Company, a North Carolina corporation (“Escrow Agent”), Orchard Securities, LLC, a Utah limited liability company (“Assignor”), SANDLAPPER Securities, LLC, a South Carolina limited liability company (“Assignee”) and HC Government Realty Trust, Inc., a Maryland corporation (the “Company,” and, together with the Escrow Agent, Assignee and Assignor, the “Parties” and each a “Party”). Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in the Escrow Agreement (as hereinafter defined).
 
RECITALS
 
A.           
On November 16, 2016, the Escrow Agent, the Assignor and the Company entered into an Escrow Agreement (the “Escrow Agreement”).
 
B.           
The Assignor desires to assign its rights and obligations under the Escrow Agreement to the Assignee (the “Assignment”) and the Assignee desires to assume such rights and obligations.
 
C.           
The Escrow Agent and the Company desire that the Assignor and the Assignee effectuate the Assignment and consents to the Assignment.
 
AGREEMENT
 
NOW, THEREFORE, the parties hereto, intending to be legally bound and in consideration of the mutual agreements and covenants contained herein and in the Escrow Agreement, hereby agree as follows:
 
1. Assignment and Assumption. Assignor hereby assigns to Assignee, Assignor’s right, title and interest in, to and under the Escrow Agreement along with all of its obligations under the Escrow Agreement. Assignee hereby accepts the assignment of such rights, title and interest in the Escrow Agreement and expressly assumes all of Assignor’s obligations under the Escrow Agreement. The Escrow Agent and the Company hereby consent to such assignment and assumption and shall treat the Assignee as a party to the Escrow Agreement as if the Assignee were the original party thereto.
 
 
2. Escrow Agreement Remain in Force. Except as expressly set forth in this Agreement, the Escrow Agreement remains unmodified and in full force and effect.
 
3. Governing Law. This Agreement shall be governed by the same governing law as the Escrow Agreement.
 
4. Counterparts; Facsimile Execution. This Agreement may be executed in any number of counterparts and by the parties hereto on separate counterparts but all such counterparts shall together constitute one and the same instrument. Facsimile execution and delivery of this Agreement is legal valid and binding execution and delivery for all purposes.
 
[Signature page follows]
 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
 
ASSIGNOR:
 
Orchard Securities, LLC
 
 
 
By: /s/ Kevin Bradburn                                 
       Name: Kevin Bradburn
       Title: President
ASSIGNEE:
 
SANDLAPPER Securities, LLC
 
 
 
By: /s/ Trevor L. Gordon                               
        Name: Trevor L. Gordon
Title: CEO
 
 
 
COMPANY:
 
HC Government Realty Trust, Inc.
 
 
 
By: /s/ Robert R. Kaplan, Jr.                          
       Name: Robert Kaplan, Jr. 
       Title: President and Director
ESCROW AGENT:
 
Branch Banking and Trust Company
 
 
 
By: /s/ Pamela B. McGee                              
        Name: Pamela B. McGee
        Title: Vice President
 
                                             
 
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