Blueprint




 





Exhibit
10.12

 

ASSIGNMENT
AND ASSUMPTION AGREEMENT

 

THIS ASSIGNMENT AND
ASSUMPTION AGREEMENT (hereinafter referred to as the
“Assignment Agreement”), made as of this 15th day of September
2017 (the “Effective Date”) by and between MacKenzie
Development Company, LLC (“Assignor”) and
Adams-Aumiller Properties, LLC
(“Assignee”).

 

RECITALS

 

WHEREAS, Assignor,
Cavalier Development Group, LLC (“Cavalier”) and SeD
Maryland Development, LLC (“Owner”) entered into a
Project Development and Management Agreement for Ballenger Run PUD
dated February 25, 2015 (the “Contract”), a copy of
which is attached as Exhibit A hereto and made part of hereof by
reference; and

 

WHEREAS, the
Assignor now desires to assign and transfer all of its rights,
obligations, and interests in the Contract to the Assignee pursuant
to this Assignment Agreement; the Assignee desires to accept the
assignment of all the Assignor’s rights, obligations, and
interests in the Contract pursuant to this Assignment Agreement;
and Cavalier and Owner desire to consent to the assignment from the
Assignor to the Assignee.

 

NOW, THEREFORE, FOR
AND IN CONSIDERATION of the mutual entry into this Agreement by the
parties hereto, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged by each party
hereto, the parties hereto hereby agree as follows:

 

Section 1.
Assignment. The Assignor
hereby assigns to the Assignee, and the Assignee hereby accepts and
assumes from the Assignor, all of the Assignor’s rights,
obligations and interest in and to the Contract from and after the
date hereof. Assignee represents it has reviewed the Contract,
including Exhibit A and the addendum to Exhibit A titled
“MacKenzie Development Company, LLC Qualifications”.
Assignee represents that Adams-Aumiller Properties, LLC has the
same qualifications as the qualifications listed in
“MacKenzie Development Company, LLC
Qualifications”.

 

Section 2.
Consent. Cavalier and Owner
hereby consent to the assignment from the Assignor to the Assignee
of all of Assignor’s rights, obligations, and interest in the
Contract and agree to permit Assignor to assign to Assignee all its
rights, obligations, and interest in the Contract, and permit
Assignee to assume from Assignor all its rights, obligations, and
interest in the Contract.

 

Section 3.
Compensation. Under the
Contract, including but not limited to Section 4 and Section 5,
there is no compensation, fees, reimbursements, or any amounts due
to Assignor from Owner as of the Effective Date. Any compensation
due under the Contract for services provided on or after the
Effective Date shall be due to Assignee.

 



 

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Section 4.
Indemnification. The
Assignor shall, and by its execution of this Assignment Agreement,
does indemnify and hold harmless Assignee from and against any and
all loss, damage, expense, liability or claim of liability which
Assignee may incur at any time hereafter resulting from any action
taken by the Assignor under the Contract prior to the date of this
Assignment Agreement. The Assignee shall, and by its execution of
this Assignment Agreement, does indemnify and hold harmless
Assignor from and against any and all loss, damage, expense,
liability or claim of liability which Assignor may incur resulting
from any action taken by the Assignee under the Contract after the
date of this Assignment Agreement.

 

Section 5. Specific
Amendments.

 




a)

The sixth sentence
of Section 2 of the Contract ([Robert J. Aumiller Jr. of MacKenzie
will act as the primary point of contact for the Owner and as the
“owner’s representative”]) shall be amended to
read: “Robert J. Aumiller of Adams-Aumiller Properties, LLC
will act as the primary point of contact for the Owner and as the
Owner’s representative.








b)

The following
sentence in Section 4, “Developers will be permitted to
allocate monthly fees and lot settlement fees between MacKenzie and
Cavalier and submit separate monthly invoices to be paid directly
by the Owner.”, shall be amended to read: “Developers
will be permitted to allocate monthly fees and lot settlement fees
between Adams-Aumiller Properties, LLC and Cavalier and submit
separate monthly invoices to be paid directly by the
Owner.”








c)

Section 14 of the
Contract: “Furthermore, Developers hereby certify that
Charles W.S. MacKenzie is not an officer, member or employee of
Developers or MacKenzie Development Company, LLC and in no way
receives any compensation, fees or equity from Developers”
shall be deleted.








d)

The addendum to the
Exhibit A title “MacKenzie Development Company, LLC
Qualifications” shall be deleted.





 

Section 6.
Notices. The Notice
requirement to MacKenzie is deleted in its entirely and replaced
with the following Notice to Assignee:

 

Adams-Aumiller
Properties, LLC

6247 Falls Road,
Building H

Baltimore, MD
21209

Attn: Robb
Aumiller

robb@adams-aumiller.com

 

IN WITNESS WHEREOF,
each party hereto has executed and sealed this Agreement by its
duly authorized representative, as of the day and year first above
written.

 

    




	
WITNESS:

	
 

	
ASSIGNOR

	
 


	
 

	
 

	
MacKenzie
Development Company, LLC

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 By:

	
/s/
Gary T.
Gill

	
 (SEAL)


	
 

	
 

	
 

	
Gary T. Gill,
Executive Vice President

	
 


	
 

	
 

	
 

	
 

	
 









	
WITNESS:

	
 

	
ASSIGNEE

	
 


	
 

	
 

	
Adams-Aumiller
Properties, LLC

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 By:

	
/s/
Robert
J. Aumiller, Jr.


	
 (SEAL)


	
 

	
 

	
 

	
Robert J. Aumiller,
Jr., Manager

	
 


	
 

	
 

	
 

	
 

	
 






 

 



 

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Consent to this
Assignment and Assumption Agreement:

 


	
WITNESS:

	
 

	
CAVALIER
 

	
 


	
 

	
 

	
Cavalier
Development Group, LLC  

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 By:

	
/s/ Stephen P.
Oder

	
 (SEAL)


	
 

	
 

	
 

	
Stephen P. Oder,
Manager


	
 


	
 

	
 

	
 

	
 

	
 






 

  





 


	
WITNESS:

	
 

	
OWNER

	
 


	
 

	
 

	
SeD Maryland
Development, LLC

	
 


	
 

	
 

	
By: SeD Development
Management, LLC, Manager

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 By:

	
/s/
Charles
W.S. MacKenzie


	
 (SEAL)


	
 

	
 

	
 

	
Charles W.S.
MacKenzie, Manager

	
 


	
 

	
 

	
 

	
 

	
 






 

 



 

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EXHIBIT
A

 

Project
Development and Management Agreement dated February 25,
2015

 

 

 

 

 

 

 

 

 

 

 



 

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