Bank of South Carolina Corporation 10-Q


 


Exhibit 10.13


 



THIS
AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO

THE SOUTH CAROLINA UNIFORM ARBITRATION ACT, TITLE 15,

CHAPTER 48, CODE OF LAWS OF SOUTH CAROLINA 1976,

AS AMENDED


 


	STATE
    OF SOUTH CAROLINA	)	 
	 	)	LEASE
    AGREEMENT
	COUNTY
    OF CHARLESTON	)


 


THIS
LEASE AGREEMENT (hereinafter called “Lease”), made and entered into this 31st day of July, 2017 (hereinafter
called “Effective Date”), by and between SUNSET SOUTHSTAR, LLC (hereinafter called “Landlord”) and THE
BANK OF SOUTH CAROLINA (hereinafter called “Tenant”):


 


WHEREAS,
Tenant and Landlord’s predecessor in title, Weber USA Corporation, as agent for and sole member of Highway 78 Frontage Tracts,
LLC, entered into that certain Lease Agreement dated January 28, 2014 regarding a portion of the Premises (hereinafter, the “Original
Lease”).


 


WHEREAS,
the parties wish to amend and restate the Original Lease in its entirety and enter into this new Lease setting forth the terms
and conditions governing the Premises.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Original Lease is no longer of
any force and effect:


 


WITNESSETH:


 


That
in consideration of the mutual agreements of the parties, including the rental agreed to be paid by Tenant to Landlord, Landlord
leases to Tenant, and Tenant leases and rents from Landlord the following terms and conditions:


 


1.            Description
of Leasehold Premises. The premises this day leased (hereinafter called the “Premises”) consists of Suite
100 as shown on Exhibit A attached hereto and made a part hereof, containing 10,026 rentable square feet to be determined by the
BOMA method, within a mixed use office building (hereinafter the “Building”) which will be located on a parcel of
land situated in lngleside on the south side of US Highway 78 and west side of Ingleside Boulevard, containing 4.0 acres more
or less, including Tenant’s, and Tenant’s employees, invitees and customers, non-exclusive right to the use of at
least the minimum amount of parking spaces required by applicable governmental authorities for a 20,000 square foot office building
but no less than 84 spaces (the “Development”). The Development is contemplated to house the 10,026 square foot Premises,
plus approximately 10,000 rentable square feet according to the BOMA method of medical office/professional office space with parking
as generally displayed on the conceptual side plan attached as Exhibit B, together with any appurtenance thereto


 






    


     

    

 


provided
hereunder. The Premises shall have direct private access from the Building exterior and access to the Common Areas lobby. The
Premises shall also be allowed the use of a two-lane, expandable to Three-lane, vehicular teller facility adjoining the Premises
in the general position as shown on Exhibit B. The Premises shall be allocated for the Lease Term at least seven (7) designated
exclusive parking spaces adjacent to the Building as shown on the Site Plan, Exhibit B.


 


2.            Common
Areas. Tenant, its employees, agents, invites and licensees, are also granted the right and privilege, in common with
others, to the non-exclusive use of such common areas (the “Common Areas”) as are designated as such by Landlord from
time to time. These areas shall include all entrances to and exits from the Building, parking facilities, crosswalks and sidewalks,
and landscaped areas and grounds, except such of the foregoing landscaped areas and grounds as are designated for restricted to
special uses and purposes by Landlord.


 


3.            Representations. Neither the Landlord nor its agents have made any representations with respect to the Premises or the Building, except as expressly
set forth herein and no rights, easement, or licenses are acquired by the Tenant by implication or otherwise except as expressly
set forth in the provisions of this Lease.


 


4.            Tenant’s
Acceptance of Property. Except as specifically provided to the contrary attached to this Lease, Tenant shall accept the
Premises in the condition as set forth after Landlord has completed Landlord’s Work as set forth on Exhibit C attached hereto,
and Landlord shall have no obligation to upfit the same. Except as expressly set forth herein, neither Landlord nor its agents
have made any representations with respect to the Premises and the Building, and no rights, easements or licenses are acquired
by the Tenant by implication or otherwise. The taking of possession of the Premises by Tenant shall be conclusive evidence that
the Premises and the Building were in satisfactory condition at the time possession was taken, provided, however, Tenant may take
possession of the Premises, with the approval of Landlord, which will not be unreasonably withheld, and shall be subject to the
terms of a work letter (“Work Letter”) indicating any items of Landlord’s Work remain unfinished. If Landlord
is required to do any work in the Premises, then Tenant must notify Landlord in writing by amending the Work Letter within forty-five
(45) days of the taking of possession of the Premises of any incomplete “punch list” items, any items not contained
in such notice shall be deemed fulfilled. In the event that someone other than Landlord constructs any improvements to the Premises,
then those Improvements must be constructed using, at a minimum, finishes which are standard to the Building and according to
plans and specifications approved by Landlord in advance, not to be unreasonably withheld. Tenant shall furnish Landlord with
a complete set of as-built specifications of such interior improvements within sixty (60) days of the completion of these improvements.
In all cases, Tenant’s work on fire, sprinkler or alarm systems, and any penetration of floors, must be pre-approved and
managed by Landlord.


 


5.            Lease
Term.


 


a.          Initial
Term. The initial term of this Lease shall be for a period from the Effective Date up to the Rent Commencement Date, as
hereinafter defined in Paragraph 6(e) (the “Initial Term”), and thereafter will be for a term of twenty (20) years
from the Rent Commencement Date (the “Lease Term”). The Landlord’s delivery of the Premises to Tenant


 




    2


     

    

 


shall
be upon substantial completion of the Landlord’s Work as outlined in Exhibit C and shall occur on or before eighteen (18)
months after Landlord has obtained all permits necessary to construct the Premises (the “Outside Completion Date”).
Landlord hereby represents to Tenant that it has retained HLA Inc. to expedite the permitting process and has initiated the permitting
process with the following regulatory entities: City of North Charleston Planning Department, City of North Charleston Public
Works Department, Coastal Zone Consistency, Bureau of Water, Santee Cooper, South Carolina Department of Transportation, CWS /
SC DHEC, SD / SC DHEC, SCE&G, and cable. Landlord shall proceed in good faith and with all reasonable effort to procure the
permits necessary to construct the Premises as expeditiously as possible, which may be expedited because said permits are re-approvals
and will, in any event: (i) within one hundred twenty (120) days of the Effective Date, submit its application(s), plans, and
related documents in order to obtain all necessary permits, and (ii) within two hundred forty (240) days of the Effective Date,
obtain all necessary permits, or Tenant shall have the right to terminate this Lease. Landlord will notify Tenant in writing when
it has received all permits necessary to perform Landlord’s Work. If Landlord has not substantially completed Landlord’s
Work by the Outside Completion Date, Tenant shall have the right to terminate this Lease, and neither party shall have any further
liability to the other, or extend the time for Landlord to complete. The deadlines contained in this subsection shall be extended
arising out of, and for the number of days delayed by, a force majeure event, not to exceed one-hundred eighty (180) days.


 


b.          Option
to Extend. Provided Tenant is not in default, Tenant shall have the right to four (4) five (5) year Lease renewal options
upon giving Landlord not less than a three hundred sixty-five (365) day notice prior to the expiration of the then-current Lease
term. If the options are exercised, the Rent shall continue to increase as hereinafter provided under Escalation of Monthly Based
Rent. If an option or options are exercised, such respective five (5) year period shall become a part of the Lease Term.


 


The
Initial Term, Lease Term, and any extension thereof, shall be collectively defined as the Total Term (the “Total Term”).


 


6.            Rental:
When Paid.


 


a.          Base
Rent. Commencing on the Rent Commencement Date, the Tenant covenants and agrees to pay to Landlord as rental (the “Monthly
Base Rent”) for the Premises the sum of Thirty-Five and No/100 Dollars ($35.00) per rentable square foot (as determined
upon completion under the BOMA method by Landlord and certified by Landlord’s architect) and based upon 10,026 rentable
square feet, would be the sum of Three Hundred Fifty Thousand Dollars ($350,910.00) annually, payable in equal amounts of Twenty-Nine
Thousand One Hundred Sixty-Six and 67/100 Dollars ($29,242.50) monthly on the first day of each month, in advance, during the
Lease Term, as adjusted, as hereinafter provided; provided, however, that if the Rent Commencement Date does not begin on the
first day or end on the last day of a month, the Monthly Base Rent for that partial month shall be prorated and paid in advance
and the first lease year (the “Lease Year”) of the initial twenty (20) year Lease Term shall commence on the first
day of the succeeding month. Monthly Base Rent is net of CAM, Taxes and any other charge provided under this Lease. A Certificate
of rentable square feet by Landlord’s architect is to be attached to this Lease as Exhibit D.


 




    3


     

    

 


b.           Escalation
of Monthly Base Rent. Monthly Base Rent shall remain the same for the first two years of the Lease Term. Monthly Base
Rent shall increase annually each Lease Year during the Lease Term beginning with the third Lease Year and continuing each consecutive
Lease Year thereafter during the Lease Term and any extension at the rate of the lesser of:


 


		i.	CPI,
                                         or



 


		ii.	Three
                                         (3%) percent.



 


“CPI”
shall mean the Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average for All Items (1982-84=100), published
by the Bureau of Labor Statistics of the U.S. Dept of Labor for the period ending three (3) months prior to the applicable date.
If the CPI is not published for any month during the Lease Term, Landlord, in its reasonable discretion (and reasonably acceptable
to Tenant), may substitute a comparable index which reflects the purchasing power of the consumer dollar and is published by the
Bureau of Labor Statistics of the U.S. Dept of Labor. If such an index is not published by the Bureau of Labor Statistics, Landlord,
in its reasonable discretion, shall select a comparable index published by a nationally recognized responsible financial periodical.
The CPI which is published for the period ending nearest three (3) months prior to the date of the commencement of the new Lease
Year (“Current Index”) shall be compared with the CPI Index published for the period ending nearest three (3) months
prior to the commencement of the prior Lease Year (“Beginning Index”).


 


If the Current Index is increased over the Beginning
Index, the Monthly Base Rent each year, shall be set by multiplying the Monthly Base Rent for the prior year by a fraction, the
numerator of which is the Current Index, and the denominator of which is the Beginning Index. As soon as the new Monthly Base
Rent for the following year is set, Landlord shall give Tenant notice of the amount of Monthly Base Rent for the following Lease
Year based upon the lesser of three (3%) percent or the CPI increase.


 


c.           Common
Areas Maintenance Charge. Tenant shall pay its proportionate share of the Common Areas Costs and Expenses, Taxes and Insurance
(“CAM”) for the Premises as hereinafter provided. For the purpose of determining Tenant’s share of CAM, and
Tenant’s share of Impositions in the next following section, Tenant’s proportionate share shall be the percentage
obtained by dividing the rentable square feet of the Premises by the rentable square feet comprising the Building. Tenant shall
pay a monthly CAM payment in advance during the Lease Term, based on Landlord’s estimate of what CAM will be for each respective
calendar year during the Lease Term. CAM for a partial calendar year during the Lease Term shall be prorated. At the end of each
calendar year or partial calendar year during the Lease Term, when Landlord has determined actual CAM for such period, Tenant
shall be credited with the estimated payments made during such period, and any overpayment shall be refunded to Tenant and any
underpayment shall be paid by Tenant to Landlord within thirty (30) days of the determination of the same. Tenant’s initial
monthly CAM installments beginning on the Rent Commencement Date shall be based on an annual rate of ____________ Dollars ($____)
per rentable square foot of the Premises and shall be “Additional Rent” equal to ____________ Dollars ($____) per
month, based on the Premises containing 10,026 rentable


 




    4


     

    

 


square
feet and the Building containing 20,026 rentable square feet. Landlord shall use reasonable efforts to minimize CAM expenses.
Tenant’s proportionate share of CAM shall be adjusted proportionately if the square footage of the Premises or the Building
changes. Landlord shall determine the amount of CAM for the Building and Tenant shall be furnished with a statement thereof within
ninety (90) days after the end of each calendar year, but Landlord’s failure to provide such statement shall not relieve
Tenant of the obligation to pay any amounts due when the statement is furnished. Tenant shall pay in a lump sum any amount due
with respect to the preceding partial calendar year or calendar year to Landlord within thirty (30) days after receipt of such
statement, all subsequent monthly installments paid by Tenant to Landlord, beginning with the first month of each calendar year
or partial calendar year, for CAM, shall be adjusted based on actual CAM for the immediately preceding calendar year. CAM Charges
(exclusive of real estate taxes, insurance, and uncontrollable CAM Charges such as snow/ice removal and utility expenses for exterior
lighting) will not increase by more than five (5%) percent non-cumulative per calendar year.


 


		i.	Common
                                         Areas Costs and Expenses: Common Areas Costs and Expenses shall mean and include
                                         all amounts paid or incurred by Landlord for operating, managing, insuring, and maintaining
                                         the Building, including the buildings, improvements and Common Areas facilities of the
                                         Building in a manner deemed by Landlord reasonable and appropriate and for the best interest
                                         of the Building, including, without limitation, all costs and expenses of:



 


		1.	Operating,
                                         repairing, lighting, cleaning, painting and securing (including cost of uniforms, equipment,
                                         and all employment taxes) the Building and the Common Areas of the Building, and water
                                         and sewer charges.



 


		2.	Paying
                                         all personnel employed on a part time basis or full time basis in the operation and maintenance
                                         of the Building, including the Common Areas.



 


		3.	Removing
                                         rubbish and debris from the Building.



 


		4.	Inspection,
                                         maintenance, operation and depreciation of machinery and equipment used in the operation
                                         and maintenance of the Building including the Common Areas facilities and personal property
                                         taxes and other charges incurred in connection with such equipment.



 


		5.	Replacement
                                         and maintenance of walkway, landscaping, and lighting facilities, other than such costs
                                         and expenses of a capital nature.



 


		6.	Management
                                         fees paid to the property management firm to manage the Building not to exceed five (5%)
                                         percent of net rent from the Building for such year.



 






    5


     

    

 








		 	 



		7.	Planting,
                                         replanting and replacing flowers, shrubbery, and planters and the supplies required therefore.



		 	 



		8.	All
                                         utilities used in connection with the operation of the Common Areas facilities.



		 	 



		9.	Seasonal
                                         decorations, including installation and removal thereof and electricity therefore.



		 	 



		10.	Leasing
                                         or renting equipment used in connection with the operation and maintenance of the Common
                                         Areas.



		 	 



		11.	Security,
                                         fire and crime prevention services.



		 	 



		12.	Utility
                                         charges for the Common Areas including without limitation, storm water, sewer and pollution
                                         control fees.



		 	 



		13.	Water
                                         and sewer for the Premises, unless, sub-metered and charged directly to the Tenant.



		 	 



		14.	Water
                                         and sewer for the Common Areas.



 


		ii.	Taxes.
                                         Tenant shall pay Tenant’s proportionate share of all taxes, assessments and
                                         charges (hereinafter sometimes called “Impositions”) paid or incurred by
                                         Landlord during each calendar year (including a calendar year which contains a partial
                                         calendar year within the Lease Term) for ad valorem taxes, real estate taxes, user fees,
                                         or any other tax on rents or real estate as such (other than income taxes thereon) from
                                         time to time directly or indirectly assessed or imposed upon the Building and the land
                                         upon which it is situated and hereinafter previously defined as the Development, including
                                         all costs and fees paid or incurred by Landlord in contesting, or in negotiating with
                                         the public authorities as to the amount of such assessments, charges or taxes or the
                                         basis upon which the same shall be assessed. Tenant’s proportionate share of said
                                         Impositions shall be computed by multiplying the total sum of said Impositions for the
                                         applicable period by a fraction, the numerator of which shall be the number of rentable
                                         square feet of the Premises, being 10,026, and the denominator of which shall be the
                                         total number of rentable square feet in the Building, being 20,026.



 


			Tenant’s
                                         proportionate share of said Impositions shall be paid, along with other monthly installments
                                         of Monthly Base Rent and CAM charges, in advance in monthly installments estimated by
                                         Landlord and subsequently adjusted, resulting from the actual Impositions exceeding (or
                                         falling short of) estimated payments. Monthly Installments for each subsequent calendar
                                         year shall 



 






    6


     


    

 





			thereafter
                                         be estimated by Landlord at the beginning of each such calendar year on the basis of
                                         the actual Impositions for the preceding calendar year.


 


			Landlord
                                         shall deliver to Tenant a statement certifying the actual total amount thereof and the
                                         amount of Tenant’s proportionate share thereof. Along with the next monthly rental
                                         installment, Tenant shall pay to Landlord such amounts as may be necessary to effect
                                         adjustment of the amount paid or payable for the prior calendar or partial calendar year
                                         to the actual amount of Tenant’s proportionate share of such Impositions for such
                                         year. Landlord shall credit any excess payments made by Tenant against future installments
                                         to be paid by Tenant hereunder, or in the event of the last year of the Lease, such excess
                                         shall be refunded to Tenant.



 


			If
                                         the Lease Term shall begin or end on a date other than the first (1st) or last day of
                                         a calendar year, the first (1st) and/or final annual charges to Tenant with respect to
                                         the aforesaid Impositions shall be prorated on a daily basis on the basis of a three
                                         hundred sixty-five (365) day calendar year.



 


			The
                                         foregoing provisions to the contrary notwithstanding, it is understood and agreed that
                                         any and all assessments or charges for ad valorem real estate taxes or other taxes on
                                         business or personal property or any other tax on real estate or business or personal
                                         property as such from time to time directly or indirectly assessed or imposed upon with
                                         respect to any alterations, additions or improvements made to the Premises by Tenant
                                         or under its direction or with respect to any property of Tenant therein shall be borne
                                         and paid entirely by Tenant and if any of said items or any portion thereof shall be
                                         paid by Landlord, Tenant shall reimburse Landlord for the same immediately upon receipt
                                         by Tenant of written demand therefore from Landlord.



 


		iii.	Insurance.
                                         Landlord shall, during the entire Lease Term hereof, maintain in force casualty insurance
                                         on its interest in the Building in such amounts and against such hazards and contingencies
                                         as Landlord shall deem desirable for its own protection; provided, however, Landlord
                                         shall not be obligated to insure any furniture, equipment, or other property placed in
                                         the Premises by or at the expense of Tenant. Tenant shall not permit any use of the Premises
                                         that would invalidate or conflict with the terms of any hazard insurance policy covering
                                         risks insured by Landlord, excluding use as a bank. Landlord shall, in addition, during
                                         the entire Lease Term hereof, maintain liability insurance on the Common Areas with limits
                                         of not less than Two Million and No/100 ($2,000,000.00) Dollars, with all tenants in
                                         the Building



 






    7


     


    

 


			named
                                         as additional insureds and Tenant shall pay, as Additional Rent, its proportionate share
                                         of Landlord’s liability insurance premium. Tenant shall pay, as Additional Rent,
                                         its proportionate share, as determined in (ii) above, of Landlord’s hazard insurance
                                         premiums. Tenant shall also pay the entire increase in Landlord’s hazard insurance
                                         premiums which may be caused by the Tenant’s use and occupancy of, or improvements
                                         to, the Premises, excluding use as a bank. Said increases in insurance premiums shall
                                         be due and payable to the Landlord within thirty (30) days after a statement therefore
                                         is rendered to the Tenant by the Landlord, which statement shall also include the amount
                                         of direct increase caused by Tenant’s use and occupancy of, or improvements to,
                                         the Premises, if any.



 


			Tenant
                                         shall at Tenant’s expense, obtain and keep in force at all times during the Initial
                                         Term and Lease Term, commercial general liability insurance including, property damage
                                         on an occurrence basis with limits of not less than Two Million ($2,000,000) Dollars
                                         combined single limit insuring Landlord, Landlord’s agent and property manager,
                                         as additional insureds, and Tenant against any liability arising out of the ownership,
                                         use, occupancy or maintenance of the Premises and all areas appurtenant thereto. The
                                         limit of said insurance shall not, however limit the liability of the Tenant hereunder.
                                         Tenant may carry said insurance under a blanket policy providing an endorsement naming
                                         Landlord and Landlord’s agent and property manager as an additional insured. Insurance
                                         required hereunder shall be in companies licensed in the State that the Premises are
                                         located and shall have a “Best’s Insurance Guide” rating of B+/VI or
                                         better. Mutual insurance companies may be used only if they are non-assessable. No policy
                                         shall be cancelable or subject to reduction of coverage except after thirty (30) days
                                         written notice to Landlord. All policies of insurance maintained by Tenant shall be in
                                         a form acceptable to Landlord with satisfactory evidence that all premiums have been
                                         paid. Tenant agrees not to knowingly violate or permit to be violated any of the conditions
                                         or provisions of the insurance policies required to be furnished hereunder, and agrees
                                         to promptly notify Landlord or Landlord’s Agent of any fire or other casualty within
                                         twenty-four (24) hours. Tenant shall, at Tenant’s expense, obtain and keep in force
                                         at all times during the Lease Term, personal property insurance with regard to Tenant’s
                                         furniture, fixtures, and equipment placed in, on or about the Premises.



 


d.
           Late Payment. If Monthly Base Rent or any
other payment due hereunder from Tenant to Landlord remains unpaid ten (10) days after said payment is due, the amount of such
unpaid rent or other payment shall be increased by a late charge to be paid to Landlord by Tenant in an amount equal to five (5%)
percent of the amount of the delinquent rent


 






    8


     


    

 


or other payment after
written notice is sent. The amount of the late charge to be paid for such month shall be computed on the aggregate amount of delinquent
rent and other payment then outstanding for such month. Landlord and Tenant agree that such late charge shall not be deemed to
be a penalty, it being understood between the parties that late payments by Tenant shall result in additional administrative expense
to Landlord which is difficult and impractical to ascertain and that such late charge is a reasonable estimate of the loss and
expense to be suffered by Landlord as a result of such late payment by Tenant. If rent or any other sums due Landlord by Tenant
hereunder shall not be paid with thirty (30) days of its due date, then in such case in addition to the late charge provided for
hereinabove, and after written notice from Landlord to Tenant, such rent or other sum shall bear interest beginning on the thirty-first
(31st) day after its due date at the rate of eighteen (18%) percent per annum (or, if less, the highest rate allowed by law).
If rent or any other sums due Landlord by Tenant hereunder is collected by or through an attorney at law, Tenant agrees to pay
Landlord’s actual and reasonable attorneys’ fees incurred with respect thereto. Nothing herein shall relieve Tenant
of the obligation to pay rent or any other payment on or before the date on which any such payment is due, nor in any way limit
Landlord’s remedies under this Lease or at law in the event said rent or other payment is unpaid after it is due.


 


e.
             Rent Commencement Date. Unless otherwise
provided, all of the terms and provisions of this Lease will be effective as of the date of Lease execution, with the exception
of the obligation to pay Monthly Base Rent, Additional Rent and Impositions. The Lease Term of twenty (20) years and the obligation
to pay Monthly Base Rent, including all Additional Rent and Impositions, shall commence on the Rent Commencement Date, which is
the earlier of the following dates: (a) The date on which Tenant opens the Premises for business with the public; or (b) the date
which is one hundred twenty (120) days after the delivery of the Premises to Tenant with “Landlord’s Work” (described
on Exhibit C attached hereto) substantially complete and an agreed upon Work Letter has been executed by Landlord and Tenant.
Notwithstanding the Rent Commencement Date has occurred, Tenant shall be obligated to construct and open a Bank of South Carolina
facility in accordance with the Landlord’s approved site plan within two hundred twenty (220) days from the date of delivery
of the Premises to Tenant with Landlord’s Work substantially complete and an agreed upon Work Letter has been executed by
Landlord and Tenant. Landlord’s Work is more fully described on Exhibit C attached hereto.


 


Tenant
agrees to file for construction permits for its interior improvements (“Tenant’s Upfit”) within thirty (30)
days following delivery of the Premises to Tenant with Landlord’s Work completed and an agreed upon Tenant’s work
letter (“Tenant’s Work Letter”) having been executed by Landlord and Tenant. Delays in Landlord’s Work
caused by Tenant delays shall not extend the Rent Commencement Date.


 


7.           
Address of Landlord and Tenant: Notices. All rentals and other sums to be paid by Tenant to Landlord shall be delivered
to Landlord under this Lease at:


 






    9


     


    

 


Sunset
Southstar, LLC


c/o Tribek Properties, Inc.


101 South Kings Drive, Suite 200


Charlotte, NC 28204


704-333-8485 fax


sbortz@tribek.com


 


All
sums of money to be paid to Tenant by Landlord under this Lease shall be delivered to the Premises unless Tenant shall advise
Landlord by written notice that such sums of money should be delivered to a different address.


 


Any
notice under this Lease required or allowed to be given by either party to the other, shall be deemed to have been sufficiently
given for all purposes when made in writing and sent in the United States mail as certified or registered mail, return receipt
requested, postage prepaid, or sent by Federal Express or similar overnight courier service, and addressed:


 








	 	a.	If to Landlord:	Sunset Southstar, LLC
	 	 	 	c/o Tribek Properties, Inc.
	 	 	 	101 South Kings Drive, Suite 200
	 	 	 	Charlotte, NC 28204
	 	 	 	704-333-8485 fax
	 	 	 	sbortz@tribek.com
	 	 	 	 
	 	 	With copy to:	Alexander Ricks PLLC
	 	 	 	Attn: Daniel A. Merlin, Esq.
	 	 	 	4601 Park Road, Suite 580
	 	 	 	Charlotte, NC 28209
	 	 	 	704-365-3676 fax
	 	 	 	danny@alexanderricks.com
	 	 	 	 


	 	b.	If to Tenant:	The Bank of South Carolina
	 	 	 	Attention: Chief Financial Officer
	 	 	 	256 Meeting Street
	 	 	 	PO Box 538
	 	 	 	Charleston, SC 29401
	 	 	 	Telephone: 843-724-1500
	 	 	 	Fax: 843-724-1523
	 	 	 	Email: gwalpole@banksc.com
	 	 	 	 


	 	 	With copy to:	Holcombe, Fair & Lane
	 	 	 	Attention: Charles Lane
	 	 	 	PO Box 668
	 	 	 	Charleston, SC 29402
	 	 	 	Telephone: 843-722-2642
	 	 	 	Fax: 843-720-5939
	 	 	 	Email: Charleshfl@bellsouth.net




 






    10


     


    










 





	 	and
	 	 
	 	John H. Warren, III, Esq.
	 	Womble Carlyle Sandridge & Rice, LLP
	 	5 Exchange Street
	 	Charleston, SC 29401
	 	Telephone: 843-720-4674
	 	Fax: 843-723-7398
	 	Email: jhwarren@wcsr.com


 


Or
to such other place as Landlord or Tenant may from time to time designate in a notice to the other party hereto. Tenant hereby
appoints as its agent for service of process in all dispossessory, distraint and summary ejectment proceedings which may be brought
against it by Landlord, any person occupying the Premises provided that if no person is occupying the Premises, then Tenant agrees
that such service may be made by attachment thereof to the main entrance to the Premises.


 


8.          
Utilities and Services. Landlord shall provide: (i) Heating, ventilation, and air conditioning (“HVAC”)
during Business Hours (as hereinafter defined) to maintain temperatures for comfortable and customary use and occupancy in the
Common Areas of the Building; (ii) Extermination and pest control when necessary to the Common Areas of the Building; and (iii)
Maintenance of Common Areas in a manner comparable to other Class A office buildings in the Charleston, South Carolina area. The
maintenance of the Common Areas shall include cleaning, HVAC, illumination, snow shoveling, deicing, repairs, replacements, lawn
care, hardscape cleaning and landscaping. Tenant shall pay for all electricity, heating, air conditioning, water, and sewer, supplied
to the Premises and removal of garbage from Premises, custodial services and other utilities and services required by Tenant in
Tenant’s use of the Premises. Landlord, at Landlord’s sole option, may either require that Tenant contract directly
with the public utility company providing any of the foregoing services or Landlord may contract with such public utility company
directly and sub-meter such utility and bill Tenant for the same and Tenant shall pay such bill within ten days of receipt of same.
Tenant shall have access to the building 24 hours a day, 7 days a week. Building Hours are 7:00 a.m. to 6:00 p.m., Monday through
Friday and 9:00 a.m. to 1:00 p.m. on Saturdays.


 


9.          
Repairs. Landlord shall maintain the roof and exterior walls of the Building and the Premises in good repair, except
that Tenant shall have the responsibility for the maintenance repair and replacement of all glass, doors (interior and exterior),
windows, and doorways of the Premises. Tenant shall also be responsible for repair, replacement and maintenance of any exterior
walls if the necessity therefore should be the result of Tenant’s negligence or the negligence of any agent, employee, or
licensee of Tenant. Tenant shall keep the interior of the Premises in good repair, maintaining, where necessary, all electrical,
plumbing, heating, air conditioning and other mechanical installations and systems servicing only the Premises, as well as damage
to plumbing and other systems inside of the Premises if caused by the acts or omissions of Tenant, or Tenant’s agents, employees,
invitees or licensees inside the Premises. Tenant shall effect all such maintenance, repairs and replacements at its own expense
and employing materials and labor of a kind and quality equal to the original installations. If Tenant shall fail to maintain,
repair or replace equipment or other installations in or about the Premises


 




    11


     


    

 


as above provided, Landlord, immediately
after giving Tenant notice of the necessity for such maintenance, repair or replacement may accomplish the required work and add
the costs thereof to the next due rental installment(s) but Tenant shall not be liable to the Landlord for any failure to fulfill
the obligations of this paragraph until such time as the Tenant shall be notified, as aforesaid, in writing of the requirement
therefore, provided however, in the event of a bona fide emergency, Landlord need not give such notice to Tenant prior to performing
such work. With regard to heating and air conditioning systems in the Premises, Landlord shall provide for the same to be in good
working order upon Tenant’s occupancy of the Premises. In addition, Tenant shall maintain at Tenant’s sole expense
a maintenance and service contract with a reputable heating and air conditioning service company for the heating and air conditioning
systems and provide that such service contract shall not be canceled for any reason without a ten (10) day notice to Landlord,
and deliver to Landlord a copy of such maintenance service contract. If Tenant fails to maintain such contract or if Tenant fails
to repair, maintain or replace if caused by failure to maintain the heating and air conditioning system as needed, Landlord at
its sole option may accomplish the same and bill the costs thereof to Tenant as Additional Rent and the failure to pay the same
within thirty (30) days of submission of Invoice for the same to Tenant shall be an event of default herein. Landlord shall be
responsible for the replacement of required components of the HVAC units as required, so long as Tenant maintains HVAC units to
servicing requirements of this Lease.


 


10.          Alterations.
Excepting Tenant’s Upfit, Tenant shall make no alterations, additions, or improvements to the Premises without the prior
written consent of Landlord, and any such request by Tenant of Landlord to make any such alterations, additions or improvements
shall in each case be accompanied by plans and specifications for such alterations, additions and improvements all in such detail
as Landlord may reasonably required. Any alteration, addition or improvement to the Premises which results in any damage to the
Premises or the alteration, addition or improvement to the Premises which results in any damage to the Premises or the Building
including, but not limited to the floor, ceiling or outside walls shall be repaired by the Tenant at the termination of the Lease,
or if sooner, upon the request by the Landlord. All alterations, additions and improvements (including, without limitation, all
partitions, walls, railings, carpeting, and floor coverings) made by, for or at the direction of the Tenant, shall remain upon
and be surrendered with the Premises as a part thereof at the expiration or earlier termination of this Lease. All contractors
and subcontractors employed by Tenant for any such work shall be subject to Landlord’s prior approval. Tenant shall comply
with all applicable laws and obtain all licenses and permits required by any applicable authority before commencing construction.
Any alarm or sprinkler system installed by Tenant must be compatible with any such system maintained by Landlord for the Building,
Tenant and all contractors and subcontractors employed or engaged by Tenant shall comply with the Contractor Upfit and Insurance
Procedures and Requirements prepared by Landlord for the Building, a copy of which will be provided to Tenant upon request All
alterations, additions and improvements made by Tenant to the Premises, including without limitation, the initial alterations,
additions and improvements made to the Premises, shall remain in the Premises and shall not be removed therefore at any time. Upon
the expiration or any earlier termination of this Lease, Tenant shall promptly reimburse Landlord for any expense or cost incurred
by Landlord in restoring the Premises to the condition in which the Premises were at the time Tenant shall have occupied the same,
except for Tenant’s Upfit and for ordinary wear and tear, fire or other casualty and


 




    12


     


    

 


alterations, additions and improvements
to the Premises consented to in writing by Landlord unless Landlord is entitled to and notifies Tenant to remove the same.


 


11.          Furniture
and Fixtures. All readily moveable furnishings, store fixtures and equipment owned and used by Tenant in the Premises shall
at all times during the Lease Term be and remain the property of the Tenant without regard to the means by which they are installed
in or attached to the Premises. Upon expiration or termination of this Lease, Tenant shall remove all such furnishings, fixtures
and equipment and restore the Premises as provided in Paragraph 10 hereof, provided that Tenant shall not remove any equipment,
conduits or fixtures providing water, plumbing, including water heater, electrical, heating, ventilation, air conditioning, lighting,
exhaust and sewer service to the Premises, all of which, together with any other furnishings, fixtures and equipment not removed
by Tenant as provided above, shall become the property of Landlord upon expiration of the Lease Term or termination of Tenant’s
right to possession of the Premises and if not already owned by Landlord shall be conclusively presumed to have been conveyed by
Tenant to Landlord. If the removal or installation of such furnishings, fixtures and equipment results in any damage to the Premises,
Tenant shall repair the same to the end that the Premises shall be restored to the condition in which they were found immediately
prior to the installation of the same, normal wear and tear excepted.


 


12.          Covenants.
Tenant covenants with and for the benefit of Landlord:


 


a.             To
comply with all requirements of the terms of any State or Federal statute or local ordinance or regulation applicable to Tenant
or its use of the Premises, and to save Landlord harmless from penalties, fines, costs, expenses or damages resulting from failure
to do so.


 


b.            To
give Landlord prompt written notice of any accident, fire or damage occurring on or to the Premises and the Common Areas.


 


c.             To
load and unload goods only at such times, in such areas and through such entrances as may be designated for such purposes by Landlord,
and to prohibit all trucks and trailers which have moved upon Building property on account of Tenant’s conduct of business
from remaining overnight or for extended periods of time in any portion of the Building.


 


d.            To
make such arrangement as Landlord may reasonably require from time to time for the storage and disposal of all garbage and refuse.


 


e.            To
keep the Premises sufficiently heated to prevent freezing of water in pipes and fixtures.


 


f.             To
keep the outside areas immediately adjoining the Premises clean and free from rubbish, obstructions or merchandise in such areas.


 


g.            To
keep the Premises clean, orderly, sanitary and free from objectionable odors and from insects, vermin and other pests and to maintain
a pest control contract with a licensed pest control company to provide for periodic pest control measures approved by Landlord
and to send Landlord a copy of the same.


 




    13


     


    

 


h.            To
park Tenant’s vehicles and to require Tenant’s directors, officers, employees, agents, contractors, sub-tenants, licensees
and concessionaires to park their vehicles only in those portions of the parking area, or at such other places, as are designated
for that purpose by Landlord in writing prior to the Rent Commencement Date, provided that this provision shall not apply to Tenant’s
designated spaces as set forth in Paragraph 1. Tenant agrees that from time to time upon written notice from Landlord, it shall,
within five (5) days, furnish Landlord with the State automobile license numbers assigned to the hereinabove designated vehicles.


 


i.            
To keep its windows in the Premises, illuminated and its exterior and interior signs and lights continuously well lighted every
day of the Lease Term during such time as Landlord shall reasonably require consistent with prevailing practices in the locality.


 


j.             To
use and occupy the Premises continuously and uninterruptedly throughout the Lease Term, and to be open for business during such
reasonable business hours as Landlord may prescribe from time to time, but at least from 9:00 a.m. to 5:00 p.m. five (5) days per
week (Monday through Friday, excluding bank holidays), except when prevented from so doing by casualty, strike, Act of God or other
causes beyond Tenant’s control.


 


k.            To
conduct its business in the Premises in all respects in a diligent and dignified manner and keep the Premises in first class condition
in accordance with the highest standards of operation of similar businesses, maintaining at all times during the Lease Term a full
staff of well trained and high grade personnel.


 


l.             To
comply with all commercially reasonable rules and regulations of the Building, as they may be established from time to time by
Landlord, including but not limited to the installation of such fire extinguisher and other safety equipment as Landlord may require;
and to comply with the recommendations of Landlord’s insurance carriers and their rate-making bodies.


 


m.           To
pay promptly to Landlord all Monthly Base Rent, and all other charges, costs and expenses due to Landlord pursuant to the terms
of this Lease before the same shall become delinquent.


 


n.            To
maintain the Premises in a Class A condition, including the doors and glass, and to deliver the Premises to Landlord, at the end
of the Lease Term in as good condition as they were when received by Tenant; excepting only normal wear and tear and repairs required
to be made by Landlord.


 


o.            The
Tenant shall use and occupy the Premises solely for use as a retail bank and/or office operation and for no other use without the
Landlord’s written consent which may be withheld for any reason.


 


p.            To
refrain from doing each and every one of the following:


 


Using the Premises in any manner
which, in Landlord’s commercially reasonable opinion, is or may be harmful to the Building or disturbing to other tenants
in the Building.


 




    14


     


    

 


		i.	Pasting or otherwise affixing any advertising material on the interior side of any display window
or door or positioning any advertising material any closer than twelve inches (12”) to any such display window or door;



 


		ii.	Placing any machines, equipment or materials of any kind outside of the confines of the Premises;



 


		iii.	Permitting, allowing or causing to be used in or about the Premises or other portions of the Building
any phonographs, radios, public address systems, sound production or reproduction devices, pinball machines, video games, vending
machines, mechanical or moving display devices, motion picture or television devices, excessively bright lights, changing, flashing,
flickering or moving lights or lighting devices, or any similar advertising media or devices, the effect of which shall be visible
or audible from the exterior of the Premises and which constitute a nuisance;



 


		iv.	Causing or permitting any noxious, disturbing or offensive odors, fumes, or gasses, or any smoke,
dust, steam or vapors, or any loud or disturbing noise or vibrations to originate in or be emitted from the Premises;



 


		v.	Permitting any act to be performed or any practice to be adopted or followed in or about the Premises
which, in Landlord’s opinion, may detract from or impair the reputation of the Building;



 


		vi.	Causing or suffering to be done, any act, matter or thing objectionable to insurance companies
whereby any hazard insurance or any other insurance now in force or hereafter to be placed on the Building, or on any part thereof
may become void or be suspended, or whereby the insurance premiums payable by Landlord, or by any tenant of Landlord, may be increased;



 


		vii.	Conducting any auction, fire, bankruptcy, liquidation, selling out, or going out of business sale
on or about the Premises;



 


		viii.	Attaching any antenna, canopy, awning, or other projection to the roof or the outside walls of
the Premises or the building of which the Premises are a part without Landlord’s approval;



 


		ix.	Committing or suffering to be committed by any person any waste upon the Premises or any nuisance
or other act or thing which may disturb the quiet enjoyment of any other tenant in the Building, or which may disturb the quiet
enjoyment of any person within five hundred (500) feet of the boundaries of the Building;



 






    15


     


    

 



 


		x.	Soliciting
                                         business for itself, or permitting its licensees, concessionaires, or subtenants to solicit
                                         business in the parking or other Common Areas, and distributing any handbills or other
                                         advertising matter in or on automobiles parking in a parking area or in other Common
                                         Areas;



 


		xi.	Vacating
                                         or abandoning the Premises or allowing the same to appear to be vacated or abandoned;
                                         or



 


		xii.	Placing
                                         or allowing any garbage, trash, waste, dirt, rubbish, or refuse in or about the Premises
                                         or Building except only within the Premises in approved trash receptacles within the
                                         Premises at locations approved by Landlord.



 


13.          Tenant’s
Signs. Tenant shall not install or affix any sign, device, fixture
or attachment on or to the exterior of the Premises unless Tenant shall first obtain Landlord’s written consent thereto,
which consent will not be unreasonably withheld, and signage will meet any Development signage plan given to Tenant prior to the
Effective Date, provided, however, at Tenant’s cost, Tenant may place prominent lighted signage near the top of the Building,
subject to necessary approvals by the appropriate municipal authorities and the Landlord, who will not unreasonably withhold approval,
and which shall be the exclusive signage on the exterior of the Building.


 


14.          Landlord’s
Privileges. In addition to the other rights and privileges of
Landlord herein or by law granted, Landlord shall have the following rights and privileges:


 


a.           To
go upon and inspect the Premises at any reasonable time with reasonable prior notice and at Landlord’s option make repairs,
alterations and additions thereto or to other portions of the Building, which right, in the event of an emergency, shall include
the right of Landlord to forcibly enter said Premises without rendering Landlord or Landlord’s agents or employees liable
therefore.


 


b.           To
display “For Rent” signs with the Premises at prominent locations at any time within the last year of the Lease Term.


 


c.           To
install, place upon or affix to the roof and exterior walls of the Premises such antennae, dishes, and other objects or structures
as Landlord shall deem necessary or appropriate for the operation, maintenance or repair of the Building.


 


d.           To
make alterations on or additions to the Building, to build additional stories thereon, and to build adjacent to or adjoining the
Premises, provided there is no loss of parking. Landlord reserves the right to construct and improve other buildings and add to
any existing buildings or improvements in the Building, and to permit others to do so. Said alterations or additions may temporarily
diminish the free flow of traffic in the Building or temporarily create noise or other annoyances which, absent this provision
could be construed to interfere with Tenant’s enjoyment of the Premises and to the enjoyment of and access to said Premises
by Tenant’s subtenants, employees and invitees, but shall not prevent Tenant from operating its business daily.


 






    16 


     


    

 


e.          To
store necessary materials, tools and equipment in the Building for alterations and repairs.


 


f.           To
remove from the Premises any placards signs, fixtures, alterations or additions not permitted by this Lease. The exercise by Landlord
of any of its rights, whether herein enumerated or otherwise, shall never be deemed to affect Tenant’s obligations and covenants
under this Lease nor to be an eviction of Tenant (or of Tenant’s subtenant) nor to be a disturbance of the use and possessions
of the Premises by Tenant, Tenant’s subtenants, employees, Invitees, licensees or customers.


 


15.          Damage
to Premises. In the event of less than 50% of replacement cost
of the Premises, or any part thereof, by fire, storm, war, riot, Act of God, unavoidable accident, public enemy or other casualty,
Landlord shall repair and restore the Premises to their condition prior to such damage or destruction, and during the time required
for repairing and restoring said Premises as aforesaid, the Monthly Base Rent and other changes hereunder shall equitably abate
to the extent Tenant is unable to use the Premises due to such damage it is provided, however, that in the event the Premises
are damaged or destroyed by a casualty during the last two years of the then current term of this Lease and the damage is sufficiently
extensive to result in the entire suspension of Tenant’s business, however temporary, then Landlord or Tenant may elect,
by written notice, to terminate this Lease as of the date on which the damage occurred. Further, in the event the Premises are
damaged or destroyed by fire, storm, Act of God, war, riot, unavoidable accident, public enemy or other casualty to an extent
greater than fifty (50%) percent of the replacement cost thereof, Landlord reserves the right of either terminating this Lease
or restoring the Premises to the condition in which they were prior to such damage or destruction and in the event Landlord shall
elect to reconstruct the Premises, restoring them to the condition in which they were event Landlord shall elect to reconstruct
the Premises, restoring them to the condition in which they were prior to such damage or destruction, Tenant shall be notified
in writing of the same within forty-five (45) days of the date of damage, provided, however, in the event the reconstruction will
take more than one hundred eighty (180) days, Tenant may elect to terminate this Lease by written notice to Landlord. In the event
of full abatement of rent as aforesaid, the term of this Lease shall be extended automatically for a period equal to the time
of such abatement.


 


16.          Eminent
Domain. If the entire Premises are taken under the power of
eminent domain, this Lease will thereupon terminate as of the date possession is taken. If more than twenty-five percent (25%)
of the Premises or more than fifty percent (50%) of the Building is taken, or conveyance is made in lieu thereof, either party
will have the right to cancel and terminate this Lease as of the date of such taking upon giving notice to the other party of
such election within thirty (30) days after the date of such taking. In the event of such cancellation, the parties will thereupon
be released from any further liability under this Lease, except for obligations existing on the effective date of such termination.
Tenant waives any statutory rights of termination that may arise because of any partial taking of the Premises or any other portion
of the Building. If a portion of the Premises is taken, and if this Lease will not be terminated as provided in the preceding
paragraph, then the provisions of this Lease will remain in full force and effect, except that the Monthly Base Rent will be reduced
in the same proportion that the amount of floor area in the Premises remaining after such taking bears to the total floor area
immediately prior to such taking, and Landlord will, upon receipt of the award in condemnation.


 






    17 


     


    

 


make
all reasonable repairs or alterations to the Building in which the Premises are located so as to constitute the portion of the
Building not taken a complete architectural unit, but Landlord will not be required to spend for such work an amount in excess
of the net amount received by Landlord as damages for the taking of the part of the Building within which the Premises are located.
If the Premises and Building are not restored to a condition as good or better than the condition existing immediately prior to
the condemnation, Tenant may terminate this Lease. “Amount received by Landlord” will mean that part of the award
in condemnation that is free and clear to Landlord of any collection by mortgagees for the value of the diminished fee. Tenant,
at its own cost and expense, will restore and re-fixture such part of the Premises Tenant was responsible for providing as is
not taken to as near its former condition as the circumstances will permit, including, without limitation, all exterior signs,
trade fixtures, equipment, display cases, furniture, furnishings and other installations of personalty of Tenant.


 


All
compensation awarded or paid upon such a total or partial taking of the Premises or the Development within which the Premises
are located will belong to and be the property of Landlord without any participation by Tenant. Tenant will, however, be entitled
to claim, prove and receive in such condemnation proceedings such award as may be allowed for relocation costs, fixtures and other
equipment installed by it but only to the extent that the same will not reduce Landlord’s award and only if such award will
be in addition to the award for the land and Development (or portion thereof) containing the Premises. To the extent that the
Tenant has a claim in condemnation proceedings, as aforesaid, Tenant may claim from the condemning authority, but not from Landlord,
such compensation as may be recoverable by Tenant.


 


17.
        Default.
The occurrence of any of the following events shall constitute a default (hereinafter sometimes called “Event(s)
of Default”) by Tenant and a breach of this Lease:


 


a.            Failure
of Tenant to pay Monthly Base Rent, CAM, Impositions or any other charge or sum to be paid to Landlord by Tenant when due and
payable under the terms of this Lease and such failure continues after ten (10) days written notice; provided, however, Landlord
shall not be obligated to give written notice of default more than twice in any Lease Year.


 


b.            Failure
of Tenant to comply with any other of the rules, regulations, agreements, covenants, terms and conditions contained or referred
to herein (other than the failure to pay sums of money) for a period of fifteen (15) days after Landlord has notified Tenant of
the default(s) provided that if such default is not susceptible of being cured within such fifteen (15) day period, the time permitted
Tenant to cure the default(s) shall be extended for as long as shall be reasonably necessary to cure such default(s) if Tenant
commences promptly and proceeds diligently to cure such default(s); provided, always, that such period for curing any default
shall not be so extended as to jeopardize the interest of Landlord in the Premises or Building or other property of Landlord or
so as to subject Landlord to any civil or criminal liabilities.


 


c.            Filing
by or against Tenant in any court pursuant to any statute, either of the United States or of any state, of a petition in bankruptcy
or insolvency, or for reorganization, or for any arrangement or for appointment of a receiver or trustees of all or a portion
of Tenant’s property or should Tenant make any assignment for the benefit of its creditors; provided, that if 


 






    18 


     


    

 


the action
or proceeding be against Tenant, the same shall not be an event of default if the petition shall be dismissed within six (6) months
after commencement thereof.


 


d.
          Dissolution or liquidation of Tenant, voluntary or involuntary, or the taking of possession
of any of Tenant’s property by execution and levy of attachment.


 


Any
failure of Landlord to perform any of its obligations under this Lease shall not be considered a default unless Tenant shall have
given Landlord at least a fifteen (15) day written notice and opportunity to cure the same, unless another time period is specifically
provided for in this Lease, or if such obligation cannot reasonably be performed or such failure reasonably cured within said
period, Landlord shall have such additional time as is reasonably necessary to perform the obligation or cure the default.


 


18.
         Remedies Upon Default.


 


a.
          Upon the occurrence of an Event of Default by Tenant as described in paragraph 17 hereof,
the Landlord, without declaring a termination of this Lease (which right is, however, unconditionally and absolutely reserved)
in addition to all other remedies of Landlord at law or in equity, may at its sole election exercise one or more or all of the
following remedies:


 


		i.	Landlord
                                         with or without terminating this Lease may immediately or at any time thereafter reenter
                                         the Premises and, without disrupting Tenant’s business operations, correct or repair
                                         any condition which shall constitute a failure on Tenant’s part to keep or perform
                                         or abide by any term, condition, covenant or agreement of this Lease and Tenant shall
                                         reimburse and compensate Landlord as Additional Rent within fifteen (15) days of rendition
                                         of any statement to Tenant by Landlord for any expenditures made by Landlord in making
                                         such corrections or repairs.



 


		ii.	Landlord
                                         with or without terminating this Lease may immediately or at any time thereafter demand
                                         in writing that Tenant vacate the Premises and thereupon Tenant shall vacate the Premises
                                         and remove therefrom all property therein belonging to Tenant within three (3) days of
                                         receipt by Tenant of such notice from Landlord whereupon Landlord shall have the right
                                         to re-enter and take possession of the Premises.



 


		iii.	Landlord
                                         with or without terminating this Lease may immediately or at any time thereafter re-enter
                                         the Premises and remove therefrom Tenant and all property belonging to or placed in the
                                         Premises by, at the direction of or with the consent of Tenant and/or alter, re-key,
                                         remove or replace any locks or other security devices at the Premises.



 


		iv.	Landlord
                                         with or without terminating this Lease may immediately or at any time thereafter re-let
                                         the Premises or any part thereof for such time or times and at such rental or rentals
                                         and upon such other 



 






    19 


     


    

 


	 	 	terms
                              and conditions as are commercially reasonable and Landlord may make any alterations or repairs to
                              the Premises which it may deem advisable; and Tenant shall pay all costs of such re-letting including
                              the cost of any such alterations or repairs to the Premises; and if this Lease shall not have been
                              terminated, Tenant shall continue to pay all rent due under this lease up to and including the date
                              of beginning of payment of rent by and subsequent tenant of a part or all of the Premises and thereafter
                              Tenant shall pay monthly during the remainder of the term of the Lease the difference, if any, between
                              the rent collected from any such subsequent tenant or tenants and the rent reserved in this Lease
                              by Tenant shall not be entitled to receive any excess of any such rents collected over the rents
                              reserved herein.



 


		v.	Landlord
                                         may immediately or at any time thereafter terminate this Lease (without notice or demand
                                         to vacate the Premises which Tenant hereby waives) and this Lease shall be deemed to
                                         have been terminated upon receipt by Tenant of written notice of such termination and
                                         upon such termination Landlord shall have and recover from Tenant all damages Landlord
                                         may suffer by reason of such termination including without limitation the cost (including
                                         legal expenses and reasonable attorney’s fees) of recovering possession of the
                                         Premises, the costs of any repairs to the Premises which are necessary or proper to prepare
                                         the same for reletting and in addition thereto Landlord at its election shall have and
                                         recover from Tenant either (A) an amount equal to the excess, if any, of the total amount
                                         of all rents to be paid by Tenant for the remainder of the term of this Lease over the
                                         then reasonable value of the Premises for the remainder of the term of this Lease or
                                         (B) the rents which Landlord would be entitled to receive from Tenant pursuant to the
                                         provisions of subparagraph (iv) above if the Lease were not terminated and such election
                                         shall be made by Landlord by serving written notice of its choice of one of two said
                                         alternatives upon Tenant within thirty (30) days of the notice of termination.



 


In
the event of any re-entry of the Premises by Landlord pursuant to any of the provisions of this Lease, Tenant hereby waives all
claims for damages, except such claims arising out of proven acts of negligence by Landlord, which may be caused by such re-entry
by Landlord and Tenant shall save Landlord harmless from any loss, cost (including without limitation legal expenses and reasonable
attorney’s fees) or damages suffered by Landlord by reason of such re-entry and no such re-entry shall be considered or
construed to be a forcible entry.


 


No
course of dealing between Landlord and Tenant or any delay on the part of Landlord in exercising any rights it may have under
this Lease shall operate as a waiver of any of the rights of Landlord hereunder nor shall any waiver of a prior default operate
as a


 






    20 


     


    

 








 


waiver
of any subsequent default or defaults and no express waiver shall affect any condition, covenant, rule or regulation other than
the one specified in such waiver and that one only for the time and in the manner specifically stated.


 


The
exercise by Landlord of any one or more of the remedies provided in this Lease shall not prevent the subsequent exercise by Landlord
of any one or more of the other remedies herein provided. All remedies of Landlord, may be exercised alternatively, successively
or in any other manner and are in addition to any other rights provided by law.


 


b.
          Nothing herein contained shall limit or prejudice the right of Landlord to prove and obtain as damages by reason of such default
an amount equal to the maximum allowed by any statute or rule of law in effect at the time when such damages are to be proved.


 


c.       
   Any suit brought to collect the amount of the deficiency for any month shall not prejudice the right of Landlord to collect the
deficiency for any subsequent month by a similar action.


 


d.
          Tenant hereby expressly waives, so far as permitted by law, the service of any notice of intention to re-enter provided in any
statute, or of the institution of legal proceedings to that end. Tenant, for and on behalf of any and all persons claiming through
or under Tenant, also waives any right of redemption or re-entry or repossession or restoration of Tenant’s possessory rights
hereunder in the event Tenant shall be dispossessed by a judgment or by action of any court or judge or in case of re-entry or
repossession by Landlord as a result of Tenant’s default. Landlord and Tenant, so far as permitted by law, waive trial by
jury in any action, proceeding, or counterclaim brought by either of the parties hereto against the other on any matter arising
out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the
Premises, or any claim of injury or damage.


 


e.
          Any action taken by Landlord under this paragraph
shall not operate as a waiver of any right Landlord would otherwise have against Tenant for breach of this Lease and Tenant
shall remain liable to Landlord for any damages suffered by Landlord by Reason of Tenant’s default or breach.


 


f.    
       The Landlord shall also be entitled to enjoin any breach or threatened breach by Tenant of any of the agreements, covenants, terms
and conditions contained in this Lease, and in the event of such breach shall have all rights and remedies allowed at law, in equity,
by statute, or otherwise. Any and all remedies referred to herein are considered cumulative and not exclusive. Mention of particular
remedies herein shall not prevent Landlord from pursuing other remedies in law or equity in the event of breach or default of Tenant.


 


The
terms “enter”, “re-enter”, “entry” or “re-entry” as used in this Lease are not
restricted to their technical legal meaning.


 


19.          Landlord’s
Performance for Account of Tenant. If Tenant shall continue in default in the performance of any of the covenants or agreements
herein contained after the expiration of the time limit hereinabove set forth for the curing of said default(s). so that an Event
of Default has occurred and is continuing, Landlord may, after ten (10) days prior written notice to Tenant, cure such default
by performing such covenant or agreement or account of


 






    21


     


    

 


Tenant
and any amount paid or expense or liability incurred by Landlord in the performance of any such matter for the account of Tenant
shall be deemed to be Additional Rent and the same (together with interest thereon at the highest lawful rate of interest or eighteen
(18%) percent per annum, from the date upon which any such expense shall have been incurred) may be added at the option of Landlord,
to any rent then due or thereafter falling due hereunder. Nothing contained herein shall be construed to prevent Landlord from
immediately collecting from Tenant by suit or otherwise, any such sums with interest.


 


20.      
   Indemnity – Insurance. During the Lease Term, Tenant, its assigns agree to indemnify and defend Landlord and to save
harmless Landlord, and agents, servants and employees of Landlord against and from any and all claims by or on behalf of any person,
firm or corporation arising by reason of injury to person, including death, or property occurring in or about the Premises or in
the Building occasioned by Tenant, or by any employee (whether or not acting within the scope of employment), agent , licensee,
Invitee or visitor of Tenant, or by reason of any breach, violation or nonperformance of any covenant in this Lease on the part
of Tenant to be observed or performed, and also by reason of any matter or thing growing out of the occupancy or use of the Premises
by Tenant. In accordance with Paragraph 6(c)(iii), Tenant shall keep in force, during the full term of this Lease or any renewal
or extension thereof, commercial general liability insurance issued by a nationally recognized Insurance company, with such limits
as may be reasonably requested by Landlord from time to time, but with minimum limits not less than Two Million Dollars ($2,000,000.00)
in the aggregate on account of death, personal injury, or property damage in any one occurrence.


 


21.           Insurance
Criteria. Insurance policies required by this Lease shall be as provided in Paragraph 6(c)(iii).


 


22.           Personal
Property – Insurance. Tenant agrees that all personal property in said Premises shall be and remain at Tenant’s sole
risk, and Landlord shall not be liable for any damage to, or loss of such personal property arising from any acts or omissions
of any persons other than Landlord or Landlord’s employees or contractors or from fire, or from the leaking of the roof,
or from the bursting, leaking, or overflowing of water, sewer, or steam pipes, or from malfunctions of the heating, plumbing, or
electrical systems. Tenant expressly agrees to save Landlord harmless in all such cases. Throughout the Lease Term, Tenant shall
carry fire and extended coverage insurance insuring its interest, if any, in improvements to or in the Premises and in its interest
in its office furniture, equipment supplies and other property. Tenant hereby waives any claim or right of action, which it may
have against Landlord for loss or damage covered by such insurance and Tenant covenants and agrees that it will obtain a waiver
from the carrier of such insurance releasing such carrier’s subrogation rights as against Landlord. Copies of all of Tenant’s
insurance policies shall be delivered to Landlord upon request. Tenant shall not do or cause to be done or permit on the Premises
anything deemed extra hazardous on account of fire or other risk and Tenant shall not use the Premises in any manner which will
cause an increase in the premium rate for any insurance in effect on the Premises or a part thereof. If, because of anything done,
caused to be done, permitted or omitted by Tenant or its agents, servants or employees (whether or not acting in the scope and
course of their employment), excluding operation of a bank, the premium rate for any kind of insurance in effect on the Premises
or any part thereof shall be raised. Tenant shall pay Landlord on demand the amount of any such increase in premium which Landlord
shall pay for such insurance and if


 






    22


     


    

 


Landlord
shall demand that Tenant remedy the condition which caused any such increase in an insurance premium rate, Tenant shall remedy
such condition within five (5) days after receipt of such demand.


 


23.         Application
of Payments Received from Tenant. Landlord, acting in its sole discretion, shall have the right to apply any payments made
by Tenant to the satisfaction of any debt or obligation of Tenant to Landlord regardless of the instructions of Tenant as to application
of any sum whether such instructions be endorsed upon Tenant’s check or otherwise, unless otherwise agreed upon by both parties
in writing. The acceptance by Landlord of a check drawn by others than Tenant shall in no way affect Tenant’s liability hereunder
nor shall it be deemed an approval of any assignment of this Lease by Tenant.


 


24.         Subordination.
Tenant shall, upon request by Landlord, subject and subordinate all or any of its rights under this Lease to any and all mortgages
and deeds of trust now existing or hereafter placed on the Building or the land upon which the Building is located; provided, however,
that the holder of any such mortgage agrees in writing that Tenant will not be disturbed in the use or enjoyment of the Premises
so long as it is not in default hereunder. Tenant agrees that this Lease shall remain in full force and effect notwithstanding
any default or foreclosure under any such mortgage or deed of trust and that it will attorn to the mortgagee, trustee or beneficiary
of such mortgage or deed of trust, and their successors or assigns, and to the purchaser or assignee under any such foreclosure.
Tenant will, upon request by Landlord, execute and deliver to Landlord, or to any other person designated by Landlord, any instrument
or instruments required to give effect to the provisions of this paragraph.


 


25.     
   Assignment or Sublet. Tenant shall not transfer, mortgage, grant a security interest in, encumber,
or assign this Lease, or any interest therein, or sublease all or part of the Premises, without Landlord’s advance
written consent. Landlord’s consent to the granting of a security interest in, or mortgaging Tenant’s leasehold estate,
or any interest therein, may be withheld by Landlord in Landlord’s sole discretion. If the Tenant is a corporation, the sale,
transfer or encumbrance of a majority of its outstanding voting stock or equity interests (whether the result of a single or series
of transactions), excluding merger, sale of assets, or consolidation with another banking institution or dissolution, shall be
deemed an assignment of this Lease and shall be subject to the provisions contained herein relative to assignment. Likewise, if
Tenant is a partnership, limited liability company, or any other entity, the sale, transfer or encumbrance of a majority of its
voting or ownership or equity interests (whether the result of a single or series of transactions) shall be deemed an assignment
of this Lease and shall be subject to the provisions contained herein relative to assignment.


 


		a.	Reasonableness.     The Landlord’s consent
shall not be considered unreasonably withheld if:



 


		i.	The proposed subtenant’s or assignee’s financial responsibility does not meet the same
criteria Landlord uses to select comparable Building tenants;



 






    23


     


    

 


		ii.	The proposed subtenant’s or assignee’s business is not suitable for the Building considering
the business of the other tenants and the Building’s prestige; or



 


		iii.	The proposed use is inconsistent with the use permitted by Article 28.



 


		b.	Procedure.    Tenant must provide Landlord
in writing:



 


		i.	The name and address of the proposed subtenant or assignee;



 


		ii.	The nature of the proposed subtenant’s or assignee’s business it will operate in the
Premises;



 


		iii.	The terms of the proposed sublease or assignment; and



 


		iv.	Reasonable financial information so that Landlord can evaluate the proposed subtenant or assignee
under this paragraph.



 


Landlord
shall, within thirty (30) days after receiving the information required under this Article, give notice to Tenant to
permit or deny the proposed sublease or assignment. If Landlord denies consent, it must explain the reasons for the denial. If
Landlord does not give notice within the thirty (30) day periods, then Tenant may sublease or assign part or all of the
Premises upon the terms Tenant gave in the information under this article.


 


		c.	Conditions.     Subleases and Assignments by
Tenant are also subject to:



 


		i.	The terms of this Lease.



 


		ii.	The term shall not extend beyond the Lease Term.



 


		iii.	Tenant, or Tenant’s permitted successors under Article 25, shall remain liable for all Lease
obligations.



 


		iv.	Consent to one sublease or assignment does not waive the consent requirement for future assignments
or subleases.



 


		v.	Fifty (50%) percent of the consideration
(Excess Consideration) received by Tenant from an assignment or sublease that exceeds the amount Tenant must pay Landlord, which
amount is to be prorated where a part of the Premises is subleased, shall also be paid to Landlord. Excess Consideration shall
exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of Tenant improvements
made to the Premises at Tenant’s cost for the assignee or sublessee, and other reasonable, out-of-pocket costs paid by Tenant,
such as attorneys’ fees directly related to Tenant’s obtaining an assignee or sublessee. Tenant shall pay this Excess
Consideration to Landlord at the end



 






    24


     


    

 


of each calendar year during which
Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing (A) the total consideration
paid by the subtenant or assignee and (B) any exclusion from the consideration permitted by this paragraph. Landlord shall
have the right to audit Tenant’s books and records to verify the accuracy of the detailed statement.


 


26.           Mechanic’s
Liens. Tenant shall have no right to encumber or subject the interest of Landlord in the Premises to any mechanic’s
materialmen’s, or other liens of any nature whatsoever, and upon the filing of any such lien, the failure of Tenant to have
the same canceled promptly shall constitute a default and entitle Landlord at its option to take any action provided for elsewhere
in this Lease. Tenant shall hold Landlord harmless from any such liens.


 


27.           Holding Over. Upon the expiration of the term or other termination of this Lease, Tenant shall quit and
surrender the Premises to Landlord, broom clean, in good order and condition, ordinary wear and tear excepted and Tenant
shall remove from the Premises all of its property. If Tenant shall hold over after the expiration of this term or other
termination of this Lease, such holding over shall not be deemed to be a renewal of this Lease but shall be deemed to create
a tenancy-at-will and by such holding over Tenant shall be deemed to have agreed to be bound by all of the terms and
conditions of this Lease except those as to the term hereof, and except that during such tenancy-at-will, Tenant shall pay
One Hundred Fifty Percent (150.0%) of all monthly rentals due at that time including Monthly Base Rent, CAM, and Impositions.
If any rent or other sum owing under this Lease is collected by or through an attorney-at-law, Tenant agrees to pay
Landlord’s reasonable attorney’s fees. Tenant shall surrender all keys to the Premises to the Landlord at the
place then fixed for the payment of rent and shall inform Landlord of all combinations on locks, safes and vaults, if any, in
the Premises, provided, however, Tenant may, at its option, remove any vault in the Premises at the termination of this
Lease, provided Tenant restores the Premises in a commercially reasonable fashion. Tenant shall, at its expense, remove from
the Premises on or prior to such expiration or earlier termination all furnishings, fixtures and equipment situated thereon
(including all exterior and interior signs) which are not the property of the Landlord, and Tenant shall, at is expense, on
or before such expiration or earlier termination, repair any damage caused by such removal.


 


28.           Permitted
Uses. The Tenant shall use and occupy the Premises solely for use as a banking institution and/or general office purposes
and for no other purpose whatsoever unless Landlord, in its sole right and discretion consents to a change in such uses. Tenant
acknowledges and agrees that the uses of the Premises set forth herein are a critical element of the bargain of the parties hereto
and that actual and substantial detriment will result to Landlord and other tenants and occupants of the Building in the event
that a change or deviation in such uses shall occur or be permitted without the express written consent herein required.


 


29.       
  Compliance With Law and Contracts. Tenant shall, at its expense, comply with and shall cause the Premises and Tenant’s
employees, agents, contractors and subcontractors to comply with all governmental statutes, laws, rules, orders, regulations and
ordinances affecting the Premises or any part thereof, or the use therefore, at any time during the Lease Term, including without
limitation, the Americans With Disabilities Act (“ADA”).


 






    25


     


    

 



 





Tenant
shall, at its expense, comply with the requirements of all policies of insurance which at any time may be in force with respect
to the Premises, and with the provisions of all contracts, agreements and restrictions affecting the Premises or any part thereof
or the occupancy or use thereof. Provided, however, Tenant shall not be responsible for any capital improvements to the Premises
or any part thereof to comply with ADA unless such improvements are directly related to Tenant’s use of the Premises or
any part thereof.


 


30.          Waiver. It is further understood and agreed that waiver by Landlord of any default or breach of any covenant, condition or
agreement herein shall not be construed to be a waiver of that covenant, condition or agreement or of any subsequent breach
thereof. The acceptance of rent by Landlord with knowledge of the breach of any covenant of this Lease shall not be deemed a
waiver of such breach. No delay or omission of Landlord to exercise any right or power arising from any default on part of
Tenant shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence
thereto.


 


31.          Quiet
Enjoyment. Landlord covenants, represents and warrants that it has the full right and authority to lease the Premises
upon the terms and conditions herein set forth; and that Tenant shall peacefully and quietly hold and enjoy the Premises for the
full term hereof so long as it does not default in the performance of any of its agreements hereunder.


 


32.          Transfer
of Landlord’s Interest. The term “Landlord” as used in this Lease means only the owner or the mortgagee
in possession for the time being of the Building or the owner of the lease of the Building so that in the event of any sale or
sales of the Building or of said lease, or in the event of a lease of the Building, said Landlord shall be and hereby is entirely
freed and relieved of all covenants and obligations of Landlord hereunder, and it shall be deemed and construed without further
agreement between the parties or their successors in interest or between the parties and the purchaser at any such sale or the
lessee of the Building, that the purchaser or the lessee of the Building has assumed and agreed to carry out any and all covenants
and obligations of Landlord hereunder. Notwithstanding anything to the contrary contained in this Lease, it is specifically understood
and agreed that the liability of the Landlord hereunder shall be limited to the equity of the Landlord in the Building and Landlord’s
applicable insurance policies in the event of a breach or the failure of Landlord to perform any of the terms, covenants, conditions
and agreements of this Lease to be performed by Landlord. In furtherance of the foregoing, the Tenant hereby agrees that any judgment
it may obtain against Landlord as a result of the breach of this Lease as aforesaid shall be enforceable solely against the Landlord’s
interest in the Building and Landlord’s applicable insurance policies. Any security given by Tenant to Landlord to secure
performance of Tenant’s obligations hereunder may be assigned and transferred by Landlord to the successor in interest to
Landlord; and, upon acknowledgement by such successor of receipt of such security and its express assumption of the obligation
to account to Tenant for such security in accordance with the terms of this Lease, Landlord shall thereby be discharged of any
further obligation relating thereto. Landlord’s assignment, sale, or transfer of the Lease or of any or all of its rights
herein shall in no manner affect Tenant’s obligations hereunder. Tenant shall thereafter attorn and look to such assignee,
as Landlord, provided Tenant has first received written notice of such assignment of Landlord’s interest.


 




    26 


     

    

 


33.          Landlord
Not Partner. It is expressly understood and agreed that the Landlord is not a partner, joint venturer or associate of
Tenant in the conduct of Tenant’s business; that the provisions of this Lease with respect to the payment by Tenant of Percentage
Rents are payment of Additional Rent and not sharing of profit; and that the relationship between the parties hereby is and shall
remain at all times that of Landlord and Tenant. No provision of this Lease shall be construed to impose upon the parties hereto
any obligation or restriction not expressly set forth herein.


 


34.          Additional
Instruments. The parties agree to execute and deliver any instrument in writing, including a Memorandum of Lease suitable
for recording, necessary to carry out any agreement, term, condition, or assurance in this Lease whenever occasion shall arise
and request for such instrument shall be made.


 


35.          Pronouns.
All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as
the identity of the person(s), firm(s), or corporation(s) may require.


 


36.          Counterparts.
This Lease may be executed in counterparts all of which taken together shall be deemed one original.


 


37.          Amendment
and Modification. This Lease embodies the full agreement of the parties and supersedes any and all prior understandings
or commitments concerning the subject matter of this Lease. Any modification or amendment must be in writing and signed by both
parties.


 


38.          Binding
Effect. This Lease shall be binding upon and inure to the benefit of the parties hereto, their assigns, administrators,
successors, estates, heirs and legatees respectively, except as herein provided to the contrary.


 


39.          Controlling
Law. This Lease and the rights of the Landlord and Tenant hereunder shall be construed and enforced in accordance with
the laws of the State of South Carolina.


 


40.          Broker
Warranties. Meyer Kapp & Associates, LLC is acting as the Landlord’s broker. Charles Lane of Holcombe Fair &
Lane is acting as the Tenant’s broker. Landlord shall be responsible for payment of broker commissions, which shall be split
equally between both brokers.


 


41.          Partial
Invalidity. In the event that any part or provision of this Lease shall be determined to be invalid or unenforceable,
the remaining parts and provisions of said Lease, which can be separated from the Invalid, unenforceable provision shall continue
in full force and effect.


 


42.          Captions.
The table of contents, paragraph and marginal titles, numbers and captions contained in this Lease are inserted only as a
matter of convenience and for reference, and in no way define, extend, modify, or describe the scope or intent of this Lease nor
any provision herein.


 




    27 


     

    

 


43.          Lease
Not An Offer. Landlord has given this Lease to Tenant for review. It is not an offer to lease. This Lease shall not be
binding unless signed by both parties.


 


44.          Hazardous
Substances. Tenant shall not cause or permit any Hazardous Substance to be used, stored, generated or disposed of on or
in the Premises by Tenant, Tenant’s agents, employees, contractors, or invitees, other than customary cleaning solvents,
without first obtaining Landlord’s written consent. If Hazardous Substances are used, stored, generated or disposed of on
or in the Premises whether with or without Landlord’s consent or if the Premises become contaminated in any manner for which
Tenant is legally liable, Tenant shall indemnify and hold harmless the Landlord from any and all claims, damages, fines judgments,
penalties, costs, liabilities or losses (including, without limitation, a decrease in value of the Premises or Building, damages
due to loss or restriction of rentable or usable space, or any damages due to adverse impact on marketing of the space, and any
and all sums paid for settlement of claims, attorney’s fees, consultant and expert fees) arising during or after the Lease
Term and arising as a result of such use, storage, generating, disposal, or contamination by Tenant. This indemnification includes,
without limitation, any and all costs incurred due to any investigation of the site or any cleanup, removal or restoration mandated
by a federal, state or local agency or political subdivision. Without limitation of the foregoing, if Tenant causes or permits
the presence of any Hazardous Substance on the Premises and such results in contamination, Tenant shall promptly, at its sole
expense, take any and all necessary actions to return the Premises to the condition existing prior to the presence of any such
Hazardous Substance on the Premises. Tenant shall first obtain Landlord’s approval for any such remedial action. As used
herein, “Hazardous Substance” means any substance which is toxic, ignitable, reactive, or corrosive and which is regulated
by any local government, the State of South Carolina, or the United States government. “Hazardous Substance” includes
any and all material or substances which are defined as “hazardous waste”, “extremely hazardous waste”
or a “hazardous substance” pursuant to state, federal or local law. “Hazardous Substance” includes but
is not restricted to asbestos, polychlorobiphenyls (“PCB’s”) and petroleum.


 


45.          Security
Deposit. The Landlord hereby waives any Security Deposit.


 


46.          Documents
To Be Deposited With Landlord. On or before the Rent Commencement Date, Tenant shall deposit with Landlord its required
HVAC Maintenance Contract, Pest Control Contract, and Insurance Policies.


 


47.          Consent
Not Unreasonably Withheld. When either party hereunder is required to give its consent to the other party prior to such
other party doing or refraining from doing some act hereunder, it shall be deemed agreed that the party whose consent is required
shall not unreasonably withhold or delay such consent, unless it is specifically stated that the party whose consent is required
may withhold such consent is its sole discretion, or words of similar import.


 


Rights
Reserved by Landlord. Notwithstanding any other provision of this Lese, Landlord shall at all times have the right to
(a) grant to any tenant an exclusive use to conduct a particular type of business in the Building, excepting a bank, credit union
or savings and loan association, (b) change the name or address of the Building, (c) to install and maintain signs on the exterior
or interior of the Building, (d) to retain pass keys to all locks within or into the Premises, (e) to make any alterations, additions
or improvements to the Building as Landlord


 




    28 


     

    

 


may
deem in its sole discretion necessary for the safety, protection, preservation, or improvement of the Building or Premises , and
to change the arrangement and/or location of entrances, passageways, doors, corridor, elevators, stairs, toilets and public parts
of the Building, so long as Tenant’s use of the Premises is not adversely affected. Additionally, the Exhibits to the Lease
may not be materially revised without written consent from both Landlord and Tenant. Prior to the Rent Commencement Date, Landlord
may revise the Exhibits for planning or construction purposes if necessary, provided such revisions are immaterial in nature and
are approved by Tenant, which approval shall not be unreasonably withheld.


 


49.          Financial
Information. Tenant acknowledges that the financial capability of Tenant to perform its obligations hereunder is material
to Landlord and that Landlord would not enter into this Lease but for its belief, based on its review of Tenant’s financial
statements that Tenant is capable of performing such financial obligations. Tenant hereby represents, warrants and certifies to
Landlord that its financial statements previously furnished to Landlord were at the time given true and correct in all material
respects and that there have been no material subsequent changes thereto as of the date of this Lease.


 


50.          Estoppel
Certificates. Tenant shall execute, acknowledge and deliver to Landlord, from time to time during the Lease Term with
ten (10) days after Landlord provides Tenant with written notice to do so, an estoppel certificate certifying in writing that
the Lease is in full force and effect, unmodified, or modified solely as set forth in such estoppel certificate including confirmation
of the Rent Commencement date and the Initial Termination Date, the date or dates to which rent has been paid and that Landlord
has, as of the date of such estoppel certificate, fully and completely performed and complied with each of the terms and conditions
of this Lease, without exception or except as only set forth in such estoppel certificate. Any such estoppel certificate may be
conclusively relied upon by any prospective purchaser of encumbrance of the Building. The failure of Tenant to so deliver such
estoppel certificate in such period of time shall mean that the Lease is in full force and effect, without modification, that
the rent has not been prepaid under the Lease except as expressly required in the Lease and the Landlord has, as of the date on
which Tenant failed to deliver such estoppel certificate, fully and completely performed and complied with each of these terms
and conditions, without exception. Landlord agrees to deliver a similar Estoppel Certificate upon the reasonable request of Tenant.


 


51.          Expansion
Options. After the Landlord has fully leased the Building, thereafter subject to any prior Tenant rights, Tenant shall
have the ongoing Right of First Refusal (“ROFR”) on all space within the Building (the “Expansion Premises”)
at the same terms and conditions as this Lease so long as at least thirty-six (36) months of the Lease Term remains. If less than
thirty-six (36) months remain, then, unless an option to extend is exercised by Tenant, the expansion shall be at a market Rental
Rate or the new length of the lease term shall be added to the original lease. Tenant shall have three (3) business days to accept
the ROFR. Landlord will send a ROFR letter to Tenant upon receiving a RFP from a prospect to Landlord, or a submission of a proposal
from Landlord to a prospect.


 


52.          Exclusive
Use Rights. The Landlord covenants and agrees with the Tenant that, for a period from the Rent Commencement Date through
the earlier to occur of: (a) the termination of the Lease; (b) if Tenant vacates the Premises and ceases operation of its banking


 




    29 


     

    

 


business
on the Premises for a period of more than six (6) months for a reason other than a casualty or a regulatory-related closure; or
(c) the date that is twenty (20) years after the Rent Commencement Date plus the terms of any exercised options to extent, except
for Tenant’s use, the Building shall not be used as a commercial bank branch, savings bank, saving and loan association,
trust company, credit union, mortgage loan production office, automated teller machine or such other use offering the same or
similar financial services (collectively, “Financial Institution”). Notwithstanding the above, the term “Financial
Institution” shall not include certain ancillary uses associated with financial institutions, including security brokerage,
insurance, estate planning, asset management, tax planning, or financial planning businesses. The purpose of this exclusion is
to allow for Tenant to enjoy the exclusive use of the Premises as a commercial bank branch, savings bank, saving and loan association,
trust company, credit union, mortgage loan production office, automated teller machine, or such other use offering the same or
similar financial services, but not to limit Landlord’s ability to lease the Premises to certain ancillary uses.


 


[
signatures on following page ]


 






    30 


     

    

 



 


IN WITNESS
WHEREOF, the undersigned have caused these presents to be executed under seal as of the day and year first above written. 


	 	 	 	 	 
	WITNESSES:	 	LANDLORD:
	 	 	 
	 	 	SUNSET SOUTHSTAR, LLC
	 	 	 






		 	By:	 	
	 	 	Name:	E. Blanton
    Hamilton Jr.
	 	 	Its:	 	Manager
		 	 	 





	 	 	 	 	 
	 	 	TENANT:
	 	 	 
	 	 	THE BANK OF SOUTH CAROLINA
	 	 	 
	 	 	By:	 	
	 	 	Name:	Eugene
    H. Walpole, IV
	 	 	Its:	 	CFO
		 	 	 





 






    31


     


    

 


 EXHIBIT
A

The Premises


 


[ see
attached ]


 






    32


     


    

 





 






     


     


    

 


EXHIBIT
B 

Conceptual Site Plan


 


[ see
attached ]


 






    33


     


    

 





 






     


     


    

 











EXHIBIT C

Landlord’s Work


 


Design
Drawings


 


Within
ninety (90) days of the Effective Date of the Lease, Landlord shall provide Tenant and Tenant’s architect with initial CAD
construction drawings for Tenant’s review, revisions/additions to the interior specifics of the plans and additional comments.
If Tenant reasonably objects to Landlord Construction Documents, Tenant must notify Landlord, including specific suggestions which
would make the objectionable items acceptable to Tenant, within ten (10) days after Tenant’s receipt of Landlord Construction
Documents. Otherwise, Landlord Construction Documents will be considered to be approved by Tenant. Within ten (10) days after
receipt of such objections, Landlord will make such revisions therein as necessary to overcome Tenant’s reasonable objections.


 


Promptly
following Tenant’s notice to Landlord of Tenant’s approval of Landlord Construction Documents, Landlord will apply
for and use good faith efforts to obtain such building permits and other approvals from governmental authorities as are necessary
to enable Landlord to commence construction of Landlord’s Work (as specified in Landlord Construction Documents). Landlord
will be responsible for all so-called “impact” and similar fees and charges, no matter how designated.


 


Landlord
Site Work Responsibilities


 


All
site work and infrastructure required for occupying the Building, including: Parking lot, off- site road improvements, curb and
gutter, utilities, driveways, storm water detention, parking lot lighting and landscaping.


 


Building
Delivery Condition. Landlord, at Landlord’s sole cost, shall complete the following as part of the Building Shell
Improvements:


 


		1.	The
                                         roof, foundations, exterior walls, window systems and concrete floor slabs on all floors.
                                         All structural parts of the Building will be delivered by the Landlord.



 


		2.	Landlord
                                         shall provide a concrete slab finished in accordance with Project plans, including extra
                                         concrete necessary for a vault. Actual pouring of the subfloor may take part during the
                                         Tenant Improvements as to avoid saw cutting.



 


		3.	Landlord
                                         shall provide HVAC, mechanical equipment and primary distribution throughout the Premises
                                         according to Base Building and mechanical drawings. Final air distribution duct and diffusers
                                         shall be furnished and installed by Tenant. Tenant’s HVAC engineer is responsible
                                         to verify capacity of supply and exhaust and is responsible for coordinating “as-built”
                                         locations of all Base Building mechanical work. Tenant is responsible for the costs to
                                         modify the mechanical system to accommodate Tenant’s specific design.



 


     34


     

    
 


		4.	One
                                         (1) variable air volume (VAV) air conditioning box installed per every 850 usable square
                                         feet. In the event that Tenant’ design require more than one (1) VAV box per 850
                                         usable square feet, additional boxes will be charged to the Tenant Improvement Allowance.



 


		5.	Building
                                         standard fire sprinkler system (in accordance with applicable code requirements, NFPA
                                         13 – light hazard), with heads turned up. Tenant is responsible for the costs to
                                         modify the sprinkler system to accommodate Tenant’s specific design.



 


		6.	Building
                                         perimeter walls will be framed and insulated so as to allow for electrical and voice/data
                                         installation. Interior columns are not framed. Tenant will be responsible for installing
                                         perimeter drywall. Landlord agrees to reimburse Tenant for the material cost of the perimeter
                                         drywall upon Tenant providing proof of installation and providing invoice for such work.
                                         Cost of drywall shall be at a total “not to exceed” cost which shall be agreed
                                         upon by parties in the Lease.



 


		7.	Four
                                         foot by four foot (4’ x 4’) suspended ceiling grid installed. Two-foot and
                                         four-foot “Ts” for completion of ceiling grid purchased and inventoried on
                                         the floor. Cost of installment of “Ts” shall be at the cost of the Tenant.



 


		8.	Two
                                         foot by two foot (2’ x 2’) regular ceiling tiles for entire ceiling area
                                         purchased and inventoried on the floor. Installation of the ceiling tiles shall be at
                                         the cost of the Tenant.



 


		9.	One
                                         (1) deep 24-cell two foot by four foot (2’ x 4’) parabolic light per every
                                         eighty (80) usable square feet, purchased and inventoried on the floor.



 


		10.	Landlord
                                         shall provide electric power at the electrical rooms or separate panel for Tenant connection
                                         of electrical power distribution at the rate of five (5) watts per usable square foot.



 


		11.	Landlord
                                         will provide four (4) 20-amp circuits for Tenant plus four (4) additional circuits for
                                         every 1,000 usable square feet leased by Tenant.



 


		12.	Landlord
                                         shall provide plumbing vent, waste and domestic cold water connection points to be shown
                                         on the Base Building drawings stubbed to the appropriate locations as per Tenant’s
                                         plans for use in in-Premises restrooms, break rooms, and other Tenant Upfit requirements.



 


		13.	A
                                         4’ x 8’ sheet of plywood for telephone connections to main riser system provided
                                         in the Building phone room on each floor.



 


		14.	ADA
                                         requirements required by local building code and law with respect to the exterior of
                                         the Building and required as part of the Base Building permitting process.



 


		15.	Finishes,
                                         exit signs, and fire extinguishers shall be provided by Landlord to meet all applicable
                                         City and State codes in mechanical, electrical, and telephone equipment and core areas.



 




     35


     

    
 


		16.	Landlord
                                         will finish and deliver the ground floor elevator lobby and ground floor common corridors
                                         as part of the Building Shell Improvements.



 


		17.	Landlord
                                         will provide full CADD files for the Premises to Tenant for review and coordination with
                                         Tenant’s design team.



 


		18.	Teller
                                         lane(s) infrastructure including to-be-designed canopy, appropriate vehicular stacking
                                         lanes, require vision glass for teller interaction with customers. Tenant will be responsible
                                         for all Teller mechanical and electronic infrastructure including pneumatic tube delivery
                                         systems.



 




     36


     

    

 


EXHIBIT
D

Rentable Square Feet Certification


 


To
be provided upon completion of construction


 






     37