Exhibit 1.1
ASSIGNMENT AGREEMENT
ASSIGNMENT
AGREEMENT, dated as of December 20, 2017 (this “Agreement”), by and among
SANDLAPPER
Securities, LLC, a South Carolina limited liability company
(“Assignor”),
Boustead
Securities, LLC, a California limited liability company
(“Assignee”) and
HC
Government Realty Trust, Inc., a Maryland corporation (the
“Company,” and,
together with the Assignor and the Assignee, the
“Parties” and
each a “Party”).
Capitalized terms used, but not otherwise defined, herein have the
meanings ascribed to such terms in the MBD Agreement (as
hereinafter defined).
RECITALS
A.
On March 28, 2017,
the Assignor and the Company entered into a Managing Broker-Dealer
Agreement (the “MBD
Agreement”).
B.
The Assignor
desires to assign its rights and obligations under the MBD
Agreement to the Assignee (the “Assignment”) and the Assignee
desires to assume such rights and obligations.
C.
The Company desires
that the Assignor and the Assignee effectuate the Assignment and
consents to the Assignment.
D.
Assignor further
desires to assign all of its rights and obligations under all
Participating Dealer Agreements among Assignor and Dealers, as more
specifically described herein, and Assignee desire to assume such
rights and obligations.
E.
In connection with
the foregoing, the parties desire to make such other agreements as
they have deemed necessary or desirable.
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 MBD Agreement, hereby agree as
follows:
1. Assignment
and Assumption of MBD Agreement. Assignor hereby assigns to
Assignee, all of Assignor’s right, title and interest in, to
and under the MBD Agreement along with all of its obligations under
the MBD Agreement. Assignee hereby accepts the assignment of such
rights, title and interest in the MBD Agreement and expressly
assumes all of Assignor’s obligations under the MBD
Agreement. The Company hereby consents to such assignment and
assumption.
2. Assignment
and Assumption of Participating Dealer
Agreements.
(a)
Assignor has
entered into a Participating Dealer Agreement with those Dealers
listed on Exhibit A
hereto (the “Current
Dealers”).
(b)
Subject to
subsection (c) below, Assignor hereby assigns to Assignee, all of
Assignor’s right, title and interest in, to and under each
Participating Dealer Agreement between Assignor and a Current
Dealer (collectively, the “Current PDAs”) along with all of its obligations
under the Current PDAs, and Assignee hereby accepts the assignment
of such rights, title and interest in the Current PDAs and
expressly assumes all of Assignor’s obligations under the
Current PDAs.
(c)
Assignor and
Assignee acknowledge that the assignment of a Participating Dealer
Agreement requires the prior written consent of applicable Dealer.
As a result the foregoing assignment and assumption set forth in
subsection (b) shall not be effective with respect to any Current
PDA until such time as the applicable Current Dealer has consented
in writing to such assignment.
(d)
Assignor hereby
agrees to use its commercially reasonable efforts to procure the
written consent to the assignment of the applicable Current PDA to
Assignee from each Current Dealer.
3. The assignments set
forth in Sections 1 and 2 hereof shall not release the Assignor or
any Dealer from any obligation under Section 6 of the MBD
Agreement.
4. Indemnification
of Assignee.
(a)
Assignor shall
defend (subject to subsection (b) below), indemnify and hold
harmless Assignee, and any of its officers, directors, employees, members, managers,
partners, affiliates, agents and representatives, and each person,
if any, who controls Assignor within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act (collectively,
“Indemnified
Parties”), from
and against any losses, claims (including the reasonable cost of
investigation), damages or liabilities, joint or several, to which
Assignee, or its Indemnified Parties, may become subject, under the
Securities Act, Exchange Act, the requirements and rules of FINRA
or otherwise, insofar as such losses, claims (including the
reasonable cost of investigation), damages or liabilities (or
actions in respect thereof) arise out of or are based upon: (i) any
failure of Assignor to comply with the applicable provisions of the
Securities Act, the Exchange Act, Regulation A, the requirements
and rules of FINRA (including without limitation the rules
regarding investor suitability), or any applicable state laws or
regulations in respect of the offering and sale of the Shares prior
to the effective date of this Assignment; or (ii) any breach or
alleged breach of the MBD Agreement by the Assignor.
(b)
Promptly after
receipt by any Indemnified Party under this Section 4 of notice of
the commencement of any action, such Indemnified Party will, if a
claim in respect thereof is to be made against Assignor under this
Section 4, promptly notify Assignor of the commencement thereof;
provided, however, the failure to give such notice shall not
relieve the Assignor of its obligations hereunder except to the
extent it shall have been prejudiced by such failure. In case any
such action is brought against any Indemnified Party, and it
notifies Assignor of the commencement thereof, Assignor will be
entitled, to the extent it may wish, to participate in the defense
thereof, with separate counsel. Such participation shall not
relieve Assignor of the obligation to reimburse the Indemnified
Party for reasonable legal and other expenses (subject to
subsection (c) below) incurred by such Indemnified Party in
defending itself, except for such expenses incurred after Assignor
has deposited funds sufficient to effect the settlement, with
prejudice, of the claim in respect of which indemnity is sought.
Assignor shall not be liable to any such Indemnified Party on
account of any settlement of any claim or action effected without
the consent of Assignor.
5. MBD
Agreement Remains in Force. Except as expressly set forth in
this Agreement, the MBD Agreement remains unmodified and in full
force and effect.
6. Governing
Law. This Agreement shall be governed by the same governing
law as the MBD Agreement.
7. 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]
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first set forth
above.
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ASSIGNOR:
SANDLAPPER Securities, LLC
By:
/s/ Trevor Gordon
Name:
Title:
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ASSIGNEE:
Boustead Securities, LLC
By:
/s/ Keith Moore
Name: Keith Moore
Title:
CEO
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COMPANY:
HC Government Realty Trust, Inc.
By:
/s/ Robert R. Kaplan, Jr.
Name: Robert R. Kaplan, Jr.
Title:
Secretary
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