Bank of South Carolina Corporation 10-K


 


Exhibit
10.9


 


ASSIGNMENT AND ASSUMPTION
OF LEASE


 





	 	STATE OF SOUTH CAROLINA	 
	 	COUNTY OF CHARLESTON	 




 



This
Assignment and Assumption of Lease (the “Assignment”), dated as of April 14, 2015 (the
“Effective Date”), is by and between HIGHWAY 78 FRONTAGE TRACTS, LLC (“Assignor”),
and SUNSET SOUTHSTAR, LLC (“Assignee”).


 


WHEREAS,
Assignor is presently the holder of the lessor’s interest under the lease, (the “Lease”) listed on Exhibit
A attached hereto and by this reference incorporated herein.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee
agree as follows:


 


1. Assignment.
As of the Effective Date, Assignor hereby assigns, conveys, transfers and sets over unto Assignee all of Assignor’s
right, title and interest in, to and under the Lease, including, without limitation, all of Assignor’s right, title and
interest in and to security, cleaning or other deposits and in and to any claims for rent, arrears rent or any other claims
arising under the Lease against any lessee thereunder, subject to the rights of the lessees under the Lease.


 


2.Assumption.
Assignee hereby assumes and agrees to pay all sums, and perform, fulfill and comply with all covenants and obligations, which are
to be paid, performed, fulfilled and complied with by the lessor under the Lease, from and after the Effective Date.


 


3.Assignee’s
Indemnification of Assignor. Assignee shall and does hereby indemnify Assignor against, and agrees to hold Assignor harmless
of and from, all liabilities, obligations, actions, suits, proceedings or claims, and all losses, costs and expenses, including
but not limited to reasonable attorneys’ fees, arising as a result of any act, omission or obligation of Assignee arising
or accruing with respect to the Lease and occurring or alleged to have occurred after the Effective Date.


 


4.Assignor’s
Indemnification of Assignee. Assignor shall and does hereby indemnify Assignee against, and agrees to hold Assignee
harmless of and from, all liabilities, obligations, actions, suits, proceedings or claims, and all losses, costs and
expenses, including but not limited to reasonable attorneys’ fees, arising as a result of any act, omission or
obligation of Assignor arising or accruing with respect to the Lease and occurring or alleged to have occurred on or prior to
the Effective Date.


 









     


     


    










 


5.Binding
Effect. This Assignment shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors
and assigns.


 


6.Counterparts.
The parties agree that this Assignment may be executed by the parties in one or more counterparts and each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.


 


[SIGNATURES ON FOLLOWING
PAGE]


 






     


     


    

  


[SIGNATURE PAGE - ASSIGNMENT
AND ASSUMPTION OF LEASE]


 


IN WITNESS WHEREOF,
Assignor and Assignee have executed this Assignment as of the date set forth above.











	 	WITNESSES:	Assignor:
	 	 	 
	 	 	Highway 78 Frontage Tracts, LLC
	 	 	 
	 	 	 	By: 	Weber USA Corporation, its sole member
	 	 	 	 	 
	 	 	 	By: 	 
	 	 	 	 	Eric Meyer, President
	 	 	 	 




 








	 	STATE OF SOUTH CAROLINA	 	 
	 	 	 Acknowledgment	 
	 	COUNTY OF	 	 	 










 


I,
a Notary Public for South Carolina, do hereby certify that Eric Meyer, as President of Weber USA Corporation, sole member of Highway
78 Frontage Tracts, LLC, personally appeared before me this day and acknowledged the due execution of the foregoing instrument.


 





	 	Witness my hand and official seal this the 13th day of April , 2015.
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Notary Public for South Carolina
	 	 	 	 	 	 
	 	My Commission Expires:	 	 	 	 
	 	1/31/2024	 	 	 	 







 















     


     


    

 


[SIGNATURE PAGE - ASSIGNMENT
AND ASSUMPTION OF LEASE]


  





	 	WITNESSES:	Assignee:
	 	 	 
	 	 	Sunset Southstar, LLC
	 	 	 
	 	 	By:	
	 	 	 	Name:	E.
Blanton Hamilton, Jr.
	 	 	 	Its:	Manager 
	 	 	 	 	
	 	 	 	 	 


 


	 	STATE OF SOUTH CAROLINA	 	 
	 	 	 Acknowledgment	 
	 	COUNTY OF MECKLENBURG	 	 
	 		 	 	 













I,
a Notary Public for North Carolina, do hereby certify that  E. Blanton Hamilton, Jr. as Manager of Sunset Southstar, LLC,
personally appeared before me this day and acknowledged the due execution of the foregoing instrument.


 


	 	Witness my hand and official seal this the 9th day of April , 2015.
	 	 	 	 	 	 






	 	 	 	 	 
	 	 	 	Notary Public for North Carolina
	 	My Commission Expires:	 	 	 	 
	 	June 17, 2017 	 	 	 	 






 






     


     


    

 


EXHIBIT
A





TO 


ASSIGNMENT AND
ASSUMPTION OF LEASE


 








	 		Lease Agreement by and between Weber USA Corporation, as agent for and sole member of Highway 78 Frontage Tracts, LLC,
    as Landlord, and The Bank of South Carolina, as Tenant, dated January 28, 2014



 






     


     


    

 





EXHIBIT
B

TO





ASSIGNMENT
AND ASSUMPTION OF LEASE


 


Property
Description


 


All those certain pieces, parcels
or lots of land, being shown as “NEW TRACT A-l-1” and “NEW TRACT A-1 -2” on that certain Plat prepared
for Highway 78 Frontage Tracts, LLC by HLA Inc., dated April 25,2014 and recorded June 16,2014 in Book L14, Page 261 of the Charleston
County RMC.