HC Government Realty Trust, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 29th, 2016 • HC Government Realty Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of __________, 2010 (the “Effective Date”), by and between HC Government Realty Trust, Inc., a Maryland corporation (the “REIT”, which terms shall include any entity controlled directly or indirectly by the REIT), HC Government Realty Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”) and [NAME], an individual (“Indemnitee”). The term “Company” as used in this Agreement is intended to refer to both or either of the REIT and/or the Operating Partnership, as the context requires so as to interpret the relevant provision in such a manner as to permit the broadest scope of allowable indemnification for Indemnitee hereunder permitted by applicable law and regulations.

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AGREEMENT OF LIMITED PARTNERSHIP OF HC GOVERNMENT REALTY HOLDINGS, L.P. (a Delaware limited partnership)
Agreement • June 15th, 2016 • HC Government Realty Trust, Inc. • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP OF HC Government Realty Holdings, L.P. (the “Partnership”), dated as of March 14, 2016, is made and entered into by and among HC Government Realty Trust, Inc., a Maryland corporation (together with its successors and assigns, the “General Partner”), and the Limited Partners set forth on the attached Exhibit A.

MANAGEMENT AGREEMENT among HC GOVERNMENT REALTY TRUST, Inc. HC GOVERNMENT REALTY HOLDINGS, L.P. and Holmwood Capital Advisors, LLC Dated as of March 31, 2016
Management Agreement • June 15th, 2016 • HC Government Realty Trust, Inc. • Delaware

MANAGEMENT AGREEMENT, dated as of March 31, 2016, among HC Government Realty Trust, Inc., a Maryland corporation (“HCGR”), HC Government Realty Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”) and Holmwood Capital Advisors, LLC., a Delaware limited liability company (the “Manager”).

BOUSTEAD SECURITIES, LLC
Participating Dealer Agreement • December 21st, 2017 • HC Government Realty Trust, Inc. • Real estate investment trusts • South Carolina
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 24th, 2016 • HC Government Realty Trust, Inc. • Real estate investment trusts • Maryland

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2016, is made and entered into by and among HC Government Realty Trust, Inc., a Maryland corporation (the “Company”), and Holmwood Capital, LLC, a Delaware limited liability company (“Holmwood”). Holmwood and its successors and permitted assignees are each referred to herein as a “Holder” and collectively as the “Holders.” Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Section 1.

FIRST AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF HC GOVERNMENT REALTY HOLDINGS, L.P. DESIGNATION OF 7.00% SERIES A CUMULATIVE CONVERTIBLE PREFERRED UNITS March 31, 2016
HC Government Realty Trust, Inc. • June 15th, 2016

Pursuant to Section 4.02 and Article XI of the Agreement of Limited Partnership of HC Government Realty Holdings, L.P. (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection with the classification of 400,000 shares of 7.00% Series A Cumulative Convertible Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”) of HC Government Realty Trust, Inc. and the issuance to the General Partner of Series A Preferred Units (as defined below) in exchange for the contribution by the General Partner of the net proceeds from the issuance and sale of the Series A Preferred Stock:

PURCHASER QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT Common Stock of HC Government Realty Trust, Inc.
Purchaser Questionnaire and Subscription Agreement • April 25th, 2017 • HC Government Realty Trust, Inc. • Real estate investment trusts • Maryland

This Subscription Agreement relates to my/our agreement to purchase ____ shares of the common stock, $0.001 par value (the “Shares”) to be issued by HC Government Realty Trust, Inc., a Maryland corporation (the “REIT”), for a purchase price of $10.00 per Share, and a total purchase price of $______________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated November 7, 2016, as supplemented or amended (collectively, the “Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.

HC GOVERNMENT REALTY TRUST, INC. MANAGING BROKER-DEALER AGREEMENT
Broker-Dealer Agreement • July 29th, 2016 • HC Government Realty Trust, Inc. • Real estate investment trusts • Utah

HC Government Realty Trust, Inc., a Delaware limited liability company (the “Company”), is qualifying for public sale up to $30,000,000 (the “Maximum Offering Amount”) of its common stock (the “Shares”) for a purchase price of $10.00 per Share (the “Offering”), pursuant to an exemption from registration pursuant to: (i) Regulation A (“Regulation A”) promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933 (the “Securities Act”); and (ii) applicable blue sky exemptions. The Company desires to appoint Cambria Capital, LLC, a California limited liability company, as managing broker-dealer for the Offering (the “Managing Broker-Dealer”) on the terms and conditions described herein. The Managing Broker-Dealer shall have the right to enter into Participating Dealer Agreements substantially in the form attached to this Managing Broker-Dealer Agreement (this “Agreement”) as “Exhibit A” (a “Participating Dealer Agreement”) with other members of the Fi

CONTRIBUTION AGREEMENT
Contribution Agreement • September 16th, 2016 • HC Government Realty Trust, Inc. • Real estate investment trusts • Delaware

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2016 (“Contract Date”), by and between HOLMWOOD CAPITAL, LLC, a Delaware limited liability company (the “Contributor”), and HC Government Realty Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”).

Subscription Agreement
Subscription Agreement • March 19th, 2019 • HC Government Realty Trust, Inc. • Real estate investment trusts • Florida

This SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) is dated as of March 19, 2019 by and between HC Government Realty Trust, Inc., a Maryland corporation (the “Company”), and the undersigned (the “Investor”), and provides as follows:

ESCROW AGREEMENT
Escrow Agreement • October 24th, 2016 • HC Government Realty Trust, Inc. • Real estate investment trusts

THIS ESCROW AGREEMENT (the “Escrow Agreement”) is entered into and effective this _____ day of ___________, 2016 by and among BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation (“Escrow Agent” or “Bank”), HC Government Realty Trust, Inc., a Maryland corporation (“Issuer”), and Orchard Securities, LLC, a Utah limited liability company (“Orchard” and, together with Escrow Agent and Issuer, the “Parties”).

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 27th, 2023 • HC Government Realty Trust, Inc. • Real estate investment trusts • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of December 3, 2021, by and among HC GOVERNMENT REALTY HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”), certain Subsidiaries of the Borrower as Subsidiary guarantors (together with each other Person that may become a guarantor from time to time pursuant to Section 5.1, each individually, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), HC GOVERNMENT REALTY TRUST, INC., a Maryland corporation, as parent guarantor (the “Parent Guarantor”), and HOLMWOOD PORTFOLIO HOLDINGS, LLC, a Delaware limited liability company (“Holmwood”; and together with the Parent Guarantor and the Subsidiary Guarantors, collectively, the “Guarantors”), the Lenders from time to time party hereto, and KEYBANK NATIONAL ASSOCIATION, as administrative Agent (the “Administrative Agent”).

LIMITED CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 29th, 2020 • HC Government Realty Trust, Inc. • Real estate investment trusts • New York

This Limited Consent and Second Amendment to Credit Agreement (this “Agreement”), dated as of August 14, 2020 (the “Second Amendment Effective Date”), is by and among HC GOVERNMENT REALTY HOLDINGS, L.P., a Delaware limited partnership (“Borrower”), certain Subsidiaries of the Borrower party to the Credit Agreement referred to below (the “Subsidiary Guarantors”), HC GOVERNMENT REALTY TRUST, INC., a Maryland corporation (the “Parent Guarantor”), HOLMWOOD PORTFOLIO HOLDINGS, LLC, a Delaware limited liability company (“Holmwood”; and together with the Parent Guarantor and the Subsidiary Guarantors, collectively the “Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as a Lender (as hereinafter defined) and as administrative agent (in such capacity, the “Administrative Agent”), and each of the other Lenders party hereto. All capitalized terms used herein without definitions shall have the meanings given to such terms in the Credit Agreement (as hereinafter defined).

TAX PROTECTION AGREEMENT
Tax Protection Agreement • July 29th, 2016 • HC Government Realty Trust, Inc. • Real estate investment trusts • Delaware

THIS TAX PROTECTION AGREEMENT (“Agreement”), dated as of _________, 2016, is made by HC Government Realty Holdings, L.P., a Delaware limited partnership (“Partnership”) and Holmwood Capital, LLC, a Delaware limited liability company (“Contributor”).

PURCHASE AND SALE AGREEMENT SELLER: USAA REAL ESTATE COMPANY PURCHASER: HC GOVERNMENT REALTY HOLDINGS, L.P. PROPERTY: GSA-Social Security-Norfolk 5850 Lake Herbert Drive Norfolk, Virginia December 28, 2016
Purchase and Sale Agreement • March 7th, 2017 • HC Government Realty Trust, Inc. • Real estate investment trusts • Virginia

Exhibit 1.1.1 Legal Description Exhibit 1.1.6 List of Contracts as of the Effective Date Exhibit 3.5 Miscellaneous Property Information Exhibit 5.1.1.3 Seller's Disclosure Statement Exhibit 9.2.1 Form of Deed Exhibit 9.2.2 Form of Bill of Sale Exhibit 9.2.3 Form of Assignment and Assumption of Leases Exhibit 9.2.4 Form of Assignment and Assumption of Contracts Exhibit 9.2.5 Form of Assignment of Warranties and Guarantees Exhibit 9.2.6 Form of FIRPTA Affidavit Exhibit 9.2.7 Form of Incumbency Certificate Exhibit 9.6 Notice to Utility Company

ASSIGNMENT AGREEMENT
Assignment Agreement • December 21st, 2017 • HC Government Realty Trust, Inc. • Real estate investment trusts

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).

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 7th, 2017 • HC Government Realty Trust, Inc. • Real estate investment trusts

This THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Third Amendment”), is made as of this 8th day of February, 2017 (the “Effective Date”), by and between USAA REAL ESTATE COMPANY, a Delaware corporation (“Seller”); and HC GOVERNMENT REALTY HOLDINGS, L.P., a Delaware limited partnership, or its permitted assigns (“Buyer”).

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • April 3rd, 2020 • HC Government Realty Trust, Inc. • Real estate investment trusts • New York

This LOAN AGREEMENT, dated as of March 19, 2019 (this “Agreement”), is among HC GOVERNMENT REALTY HOLDINGS, L.P., a Delaware limited partnership (“Borrower”) and the Lenders party hereto from time to time (collectively, the “Lenders” and each individually, a “Lender”).

JUNIOR MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING
Mortgage, Security Agreement and Fixture • July 29th, 2016 • HC Government Realty Trust, Inc. • Real estate investment trusts • Arkansas

THIS JUNIOR MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING (“Security Instrument”), made as of June 10, 2016, by GOV FT. SMITH, LLC, a Delaware limited liability company (“Mortgagor”), with the mailing address of 1819 Main Street, Suite 212, Sarasota, FL 34236, to and for the benefit of CORAMERICA LOAN COMPANY, LLC, a Delaware limited liability company (“Mortgagee”), with an office at c/o CorAmerica Capital, LLC, Attention: Commercial Mortgage Division, 13375 University Avenue, Suite 200, Clive, IA 50325.

PURCHASER QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT Common Stock of HC Government Realty Trust, Inc.
Purchaser Questionnaire and Subscription Agreement • November 2nd, 2016 • HC Government Realty Trust, Inc. • Real estate investment trusts • Maryland

This Subscription Agreement relates to my/our agreement to purchase ____ shares of the common stock, $0.001 par value (the “Shares”) to be issued by HC Government Realty Trust, Inc., a Maryland corporation (the “REIT”), for a purchase price of $10.00 per Share, and a total purchase price of $______________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated ____________, 2016, as supplemented or amended (collectively, the “Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.

ASSIGNMENT OF ESCROW AGREEMENT
Assignment of Escrow Agreement • December 21st, 2017 • HC Government Realty Trust, Inc. • Real estate investment trusts

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).

CREDIT AGREEMENT Dated as of October 22, 2019 by and among HC GOVERNMENT REALTY HOLDINGS, L.P., as the Borrower, HC GOVERNMENT REALTY TRUST INC., HOLMWOOD PORTFOLIO HOLDINGS, LLC, AND CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors THE LENDERS...
Management Agreement • April 3rd, 2020 • HC Government Realty Trust, Inc. • Real estate investment trusts • New York

This CREDIT AGREEMENT (this “Agreement”) dated as of October 22, 2019, by and among HC GOVERNMENT REALTY HOLDINGS, L.P., a Delaware limited partnership (the “Borrower”), certain Subsidiaries of the Borrower as Subsidiary guarantors (together with each other Person that may become a guarantor from time to time pursuant to Section 5.1, each individually, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), HC GOVERNMENT REALTY TRUST, INC., a Maryland corporation, as parent guarantor (the “Parent Guarantor”), and HOLMWOOD PORTFOLIO HOLDINGS, LLC, a Delaware limited liability company (“Holmwood”; and together with the Parent Guarantor and the Subsidiary Guarantors, collectively, the “Guarantors”), the Lenders from time to time party hereto, and KEYBANK NATIONAL ASSOCIATION, as administrative Agent (the “Administrative Agent”).

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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 7th, 2017 • HC Government Realty Trust, Inc. • Real estate investment trusts

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “First Amendment”), is made as of this 19th day of January, 2017 (the “Effective Date”), by and between USAA REAL ESTATE COMPANY, a Delaware corporation (“Seller”); and HC GOVERNMENT REALTY HOLDINGS, L.P., a Delaware limited partnership, or its permitted assigns (“Buyer”).

GUARANTY AGREEMENT
Guaranty Agreement • March 19th, 2019 • HC Government Realty Trust, Inc. • Real estate investment trusts • New York

WHEREAS, the execution of this Guaranty Agreement, dated as of March 19, 2019, is a condition to the lenders party to the Loan Agreement referred to below (the “Lenders”) making certain loans to HC GOVERNMENT REALTY HOLDINGS, L.P., a Delaware limited partnership (“Borrower”), pursuant to that certain Loan Agreement dated as of the date hereof, between Borrower, the Lenders and HCM AGENCY, LLC, in its capacity as collateral agent (the “Agent”) (such Loan Agreement as it may hereafter be amended, restated, supplemented or modified from time to time, is hereinafter referred to as the “Loan Agreement”). Capitalized terms used but not defined herein are used as defined in the Loan Agreement

GUARANTY OF AFFILIATE LOANS
HC Government Realty Trust, Inc. • July 29th, 2016 • Real estate investment trusts • Colorado

THIS GUARANTY OF AFFILIATE LOANS (“Guaranty”), made as of June 10, 2016 from GOV LAKDWOOD DOT, LLC, a Delaware limited liability company (“Guarantor”), whose address is 1819 Main Street, Suite 212, Sarasota, FL 34236, to and for the benefit of CORAMERICA LOAN COMPANY, LLC, a Delaware limited liability company (“Lender”), with an office at c/o CorAmerica Capital, LLC, Attention: Commercial Mortgage Division, 13375 University Ave., Suite 200, Clive, Iowa 50325.

MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING
Mortgage, Security Agreement and Fixture Filing • July 29th, 2016 • HC Government Realty Trust, Inc. • Real estate investment trusts • Arkansas

THIS MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING (“Security Instrument”), made as of June 10, 2016, by GOV FT. SMITH, LLC, a Delaware limited liability company (“Mortgagor”), with the mailing address of 1819 Main Street, Suite 212, Sarasota, FL 34236, to and for the benefit of CORAMERICA LOAN COMPANY, LLC, a Delaware limited liability company (“Mortgagee”), with an office at c/o CorAmerica Capital, LLC, Attention: Commercial Mortgage Division, 13375 University Ave., Suite 200, Clive, Iowa 50325.

SUBSCRIPTION AGREEMENT
Subscription Agreement • April 27th, 2023 • HC Government Realty Trust, Inc. • Real estate investment trusts • Maryland

This SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) is dated as of __________, 20__ by and between HC Government Realty Trust, Inc., a Maryland corporation (the “Company”), and the undersigned (the “Investor”), and provides as follows:

ASSIGNMENT AND AMENDATORY AGREEMENT
Assignment and Amendatory Agreement • September 28th, 2016 • HC Government Realty Trust, Inc. • Real estate investment trusts • Utah

ASSIGNMENT AND AMENDATORY AGREEMENT, dated as of September 16, 2016 (this “Agreement”), by and among Cambria Capital, LLC, a California limited liability company (“Assignor”), Orchard Securities, LLC, a Utah 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).

HC GOVERNMENT REALTY TRUST, INC. managing broker-dealer AGREEMENT
Participating Dealer Agreement • April 25th, 2017 • HC Government Realty Trust, Inc. • Real estate investment trusts • South Carolina

HC Government Realty Trust, Inc., a Delaware limited liability company (the “Company”), has qualified for public sale up to $30,000,000 (the “Maximum Offering Amount”) of its common stock (the “Shares”) for a purchase price of $10.00 per Share (the “Offering”), pursuant to an exemption from registration pursuant to: (i) Regulation A (“Regulation A”) promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933 (the “Securities Act”); and (ii) applicable blue sky exemptions. The Company desires to appoint SANDLAPPER Securities, LLC, a South Carolina limited liability company (“SANDLAPPER”), as the managing broker-dealer for the Offering (the “Managing Broker-Dealer”) on the terms and conditions described herein. The Managing Broker-Dealer shall have the right to enter into Participating Dealer Agreements substantially in the form attached to this Managing Broker-Dealer Agreement (this “Agreement”) as “Exhibit A” (a “Participating Dealer Agreement”)

PURCHASER QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT Common Stock of HC Government Realty Trust, Inc.
Purchaser Questionnaire and Subscription Agreement • December 21st, 2017 • HC Government Realty Trust, Inc. • Real estate investment trusts • Maryland

This Subscription Agreement relates to my/our agreement to purchase ____ shares of the common stock, $0.001 par value (the “Shares”) to be issued by HC Government Realty Trust, Inc., a Maryland corporation (the “REIT”), for a purchase price of $10.00 per Share, and a total purchase price of $______________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated December 18, 2017, as supplemented or amended (collectively, the “Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.

LOAN AGREEMENT dated as of March 19, 2019 HC GOVERNMENT REALTY HOLDINGS, L.P., as Borrower, THE LENDERS PARTY HERETO and HCM AGENCY, LLC, as Collateral Agent
Loan Agreement • March 19th, 2019 • HC Government Realty Trust, Inc. • Real estate investment trusts • New York

This LOAN AGREEMENT, dated as of March 19, 2019 (this “Agreement”), is among HC GOVERNMENT REALTY HOLDINGS, L.P., a Delaware limited partnership (“Borrower”), the Lenders party hereto from time to time (collectively, the “Lenders” and each individually, a “Lender”) and HCM AGENCY, LLC, a Delaware limited liability company, in its capacity as collateral agent for such Lenders (acting in such capacity, the “Collateral Agent”).

SECOND AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF HC GOVERNMENT REALTY HOLDINGS, L.P. DESIGNATION OF 10.00% SERIES B CUMULATIVE CONVERTIBLE PREFERRED UNITS March 14, 2019
HC Government Realty Trust, Inc. • March 19th, 2019 • Real estate investment trusts

Pursuant to Section 4.02 and Article XI of the Agreement of Limited Partnership of HC Government Realty Holdings, L.P., as amended by the First Amendment dated March 31, 2016 (such amendment the “First Amendment” and such agreement, as amended, the “Partnership Agreement”), the General Partner hereby further amends the Partnership Agreement as follows in connection with the classification of 2,050,000 shares of 10.00% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (the “Series B Preferred Stock”) of HC Government Realty Trust, Inc. and the issuance to the General Partner of Series B Preferred Units (as defined below) in exchange for the contribution by the General Partner of the net proceeds from the issuance and sale of the Series B Preferred Stock:

SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • March 19th, 2019 • HC Government Realty Trust, Inc. • Real estate investment trusts • New York

THIS SECURITY AND PLEDGE AGREEMENT dated as of March19, 2019 (this “Agreement”), is by and among HC GOVERNMENT REALTY HOLDINGS, L.P., a Delaware limited partnership (“Borrower”), HOLMWOOD PORTFOLIO HOLDINGS, LLC, a Delaware limited liability company (“Limited Partner”), HC GOVERNMENT REALTY TRUST, INC., a Maryland corporation (“General Partner”, and together with Borrower and Limited Partner, each a “Grantor”, and collectively, the “Grantors”) and HCM AGENCY, LLC, in its capacity as collateral agent (“Secured Party”).

THIRD AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF HC GOVERNMENT REALTY HOLDINGS, L.P. DESIGNATION OF 7.00% SERIES C CUMULATIVE REDEEMABLE PREFERRED UNITS August 12, 2020
HC Government Realty Trust, Inc. • August 18th, 2020 • Real estate investment trusts

Pursuant to Section 4.02 and Article XI of the Agreement of Limited Partnership of HC Government Realty Holdings, L.P., as amended by the First Amendment dated March 31, 2016 (the “First Amendment”) and the Second Amendment dated March 14, 2019 (the “Second Amendment,” and such agreement, as amended by the First Amendment and the Second Amendment, the “Partnership Agreement”), the General Partner hereby further amends the Partnership Agreement as follows in connection with the classification of 6,000,000 shares of 7.00% Series C Cumulative Redeemable Preferred Stock, $0.001 par value per share (the “Series C Preferred Stock”) of HC Government Realty Trust, Inc. and the issuance to the General Partner of Series C Preferred Units (as defined below) in exchange for the contribution by the General Partner of the net proceeds from the issuance and sale of the Series C Preferred Stock:

FIRST AMENDMENT TO CONTRIBUTION AGREEMENT
Contribution Agreement • September 16th, 2016 • HC Government Realty Trust, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “First Amendment”) is entered into as of this 10th day of June 2016, by and between Holmwood Capital, LLC, a Delaware limited liability company (“Contributor”), and HC Government Realty Holdings, L.P., a Delaware limited partnership (“OP”).

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