0001654954-16-003046 Sample Contracts

ORCHARD SECURITIES, LLC
Participating Dealer Agreement • October 24th, 2016 • HC Government Realty Trust, Inc. • Real estate investment trusts • Utah
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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.

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”).

AMENDMENT NO. 2 TO MANAGING BROKER-DEALER AGREEMENT
Broker-Dealer Agreement • October 24th, 2016 • HC Government Realty Trust, Inc. • Real estate investment trusts

AMENDMENT NO. 2 TO MANAGING BROKER-DEALER AGREEMENT, dated as of October 13, 2016 (this “Amendment”), by and between, Orchard Securities, LLC, a Utah limited liability company (the “Managing Broker-Dealer”) and HC Government Realty Trust, Inc., a Maryland corporation (the “Company,” and, together with the Managing Broker-Dealer, 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).

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