Exhibit 8.1
ASSIGNMENT OF ESCROW AGREEMENT
ASSIGNMENT OF
ESCROW AGREEMENT, dated as of December 20, 2017 (this
“Agreement”), by
and among Branch Banking and
Trust Company, a North Carolina corporation
(“Escrow
Agent”), SANDLAPPER
Securities, LLC, a South Carolina limited liability company
(“Assignor”),
Boustead Securities, LLC, a
California limited liability company, 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, Orchard Securities, LLC
(“Orchard”) and
the Company entered into an Escrow Agreement (the
“Escrow
Agreement”).
B.
Orchard assigned
the Escrow Agreement to Assignor on April 10, 2017 and Assignor now
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 consent 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]
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:
Trevor L. Gordon
Title:
CEO
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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
Name:
Robert R. Kaplan
Title:
Secretary
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ESCROW
AGENT:
Branch
Banking and Trust Company
By:
/s/ Pamela B.
McGee
Name:
Pamela B. McGee
Title:
Vice President
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