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STATE OF SOUTH CAROLINA ) ) AGREEMENT

COUNTY OF BEAUFORT )

This Agreement (the Agreement) is entered into as of ______________, 2014, by and between the Beaufort County School District (hereinafter referred to as the "District"), with a

mailing address of Post Office Drawer 309, Beaufort, South Carolina 29901, and Riverview

Charter School, a South Carolina charter school formed and existing pursuant to S.C. Code

Ann. 59-40-40(1) (hereinafter referred to as the "Riverview"), with a mailing address of 81

Savannah Highway, Beaufort, South Carolina 29906.

In consideration of the covenants contained herein and other valuable consideration

received and with the intent to be legally bound, District and Riverview agree as follows:

1. PREMISES. District hereby grants permission to Riverview to use for a charter school

pursuant to the South Carolina Charter School Act, and Riverview hereby agrees to

use as a charter school pursuant to the South Carolina Charter School Act, that certain

parcel together with the improvements thereupon, more particularly described in Exhibit

1 attached hereto and incorporated as a part hereof, all of which is hereinafter referred

to as the "Premises." The Premises has a street address of 81 Savannah Highway,

Beaufort South Carolina 29906, and is designated as Property Number R112 031 00B

0127 0000 on the Beaufort County Tax Map.

2. TERM. The term (the "Term") of this Agreement shall be for a period of thirty (30)

calendar years, commencing on July 1, 2015, and ending at midnight on June 30, 2045.

The Agreement and all rights and responsibilities terminate at the conclusion of the

Term, unless otherwise stated herein.

3. OPTION 1 - PAYMENTS DURING TERM. The annual payment to be made by

Riverview to District during the Term shall be Five Hundred Ninety-One Thousand and

No/100 Dollars ($591,000.00). Such amount shall be paid by Riverview to District in

twelve (12) equal monthly payments of Forty-Nine Thousand Two Hundred Fifty and

No/100 Dollars ($49,250.00). An amount equal to the monthly payments due to District

from Riverview will be deducted by District from the monthly allocation provided to

Riverview pursuant to the South Carolina Charter Schools Act of 1996, S.C. Code Ann.

59-40-10, et seq. The annual payment includes the cost of building maintenance

and maintenance supplies for said property to the extent of District's obligation pursuant

to Section 12 of this Agreement, subject to Paragraphs 4 and 5 of this Agreement. The

parties warrant, understand and agree that no legislative or regulatory action regarding

payments from a charter school to a public school district shall relieve Riverview of its

contractual responsibility to complete the payments contemplated and set forth in this

Paragraph.

OPTION 2 - PAYMENTS DURING TERM. The annual payment to be made by

Riverview to District during the Term shall be Six Hundred Thirty-Three

Thousand Five Hundred Fifty One No/100 Dollars ($633,551.00). Such amount

shall be paid by Riverview to District in twelve (12) equal monthly payments of

Fifty-Two Thousand Seven Hundred Ninety-Five and 92/100 Dollars ($52,795.92).

An amount equal to the monthly payments due to District from Riverview will be

deducted by District from the monthly allocation provided to Riverview pursuant

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to the South Carolina Charter Schools Act of 1996, S.C. Code Ann. 59-40-10,

et seq. The annual payment includes the cost of building maintenance and

maintenance supplies for said property to the extent of District's obligation

pursuant to Section 12 of this Agreement, subject to Paragraphs 4 and 5 of this

Agreement. The parties warrant, understand and agree that no legislative or

regulatory action regarding payments from a charter school to a public school

district shall relieve Riverview of its contractual responsibility to complete the

payments contemplated and set forth in this Paragraph.

4. ROUTINE MAINTENANCE. The parties hereto understand and agree the annual

payment set forth in Paragraph 3 of this Agreement accounts for the costs of routine

maintenance to the Premises and, accordingly, the district shall provide such

maintenance. Notwithstanding this provision, however, Riverview shall provide

grounds maintenance, security service, fire alarm service, cleaning and janitorial

service, and provide for trash and recycling disposal on or for the Premises, the cost of

the same not being included in the annual payment set forth in Paragraph 3 of this

Agreement.

5. CAPITAL IMPROVEMENT AND MAJOR-MAINTENANCE COSTS. The District shall

maintain the foundation, exterior walls, and roof and other structural elements of the

improvements on the Premises, and also all horizontal improvements on the Premises,

in good repair, ordinary wear and tear excepted, unless the need for any such repair

or replacement is directly or indirectly attributable to or results from activity being

conducted within the Premises, or becomes necessary by reason of the negligence of

Riverview, its agents, servants, employees, or anyone else for whose acts Riverview

is responsible. Notwithstanding this provision, however, the costs of routine

maintenance of the Premises shall be paid directly by Riverview, as provided in

paragraph 4. The parties hereto understand and agree the annual payment set forth in

Paragraph 3 of this Agreement accounts for the costs of capital improvements and

major maintenance [OPTION 1 solely and exclusively to the structure existing on the Premises at the time of execution of this Agreement and does not include the projected

costs of capital improvements to and major maintenance on the structure to be

constructed upon the Premises.][OPTION 2 - to the structure existing both on the

Premises at the time of execution of this Agreement and the costs of capital

improvements to and major maintenance on the structure to be constructed upon the

Premises.] The District, directly or through contracted entity(ies), shall make any and

all capital improvements to the Premises and undertake major maintenance costs to

the Premises during the Term, including without limitation, the replacement of all or part

of the roof, HVAC system, electrical system [OPTION 1 - , up to a total aggregate cost

of repairs not to exceed Four Million and No/100 Dollars ($4,000,000.00) (herein the

Aggregate Limit). Riverview shall be responsible for payment to the District of any and all costs of capital improvements and major maintenance undertaken by the District

during the Term once the Aggregate Limit is reached. District agrees to avail itself

of any warranties and insurance proceeds applicable to capital maintenance

costs prior to charging against the Aggregate Limit.][OPTION 2 Delete entire provision bracketed as Option 1 and replace with a period only.] District agrees to avail itself of any warranties and insurance proceeds applicable to

capital maintenance prior

6. SECURITY DEPOSIT. A Security Deposit in the amount of $10,000 was paid by

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Riverview to the District on or about July 15, 2012, as security for the full and faithful

performance by Riverview. Such sum was deposited District into an interest-bearing

account and said sum, together with the interest thereon, shall be returned to Riverview

after the expiration of this Agreement, provided Riverview has fully and faithfully carried

out all of its terms.

7. UTILITIES. Riverview shall have the sole responsibility for payment to third parties for

contracting with and payment of any and all utilities, including but without limitation,

heating and air conditioning, gas, water and sewer, electricity, internet access and

telephone service, provided to and consumed on the Premises during the term of this

Agreement.

8. FURNITURE/FIXTURES AND EQUIPMENT. Premises is provided "as is" and

exclusive of any furniture, fixtures and equipment to include such items as interactive

whiteboards, kitchen small wares, gym equipment, desks, chairs, tables, etc. The only

exceptions will be (1) the Lobby Guard equipment and all costs associated with the

equipment will be borne by Riverview, and (2) large fixed food service equipment owed

by the District.

9. SIGNAGE. School signage will be provided by Riverview.

10. INSURANCE. During the Term, Riverview shall maintain, at its sole expense, property

and casualty insurance and flood insurance, with the following basic understandings:

(i) District must be named a loss payee on any and all insurance policies; (ii)

Riverview is responsible for insuring its own personal property against loss; (iii)

Riverview shall maintain public liability insurance for at least the minimum liability

amounts stated in the South Carolina Tort Claims Act, as may be amended from time

to time; and (iv) certificates of insurance reasonably acceptable to the District shall be

presented to the District by Riverview prior to the commencement of the Term and

annually thereafter. In the event Riverview fails to obtain and maintain the required

policies of insurance, the District may elect to extend property and casualty insurance

to the Premises and deduct the cost of the same from any of District's payments to

Riverview pursuant to the South Carolina Charter Schools Act of 1996, S.C. Code Ann.

59-40-10, et seq.

11. GENERAL PURPOSES: Riverview shall use the Premises to operate a charter school

pursuant to the South Carolina Charter Schools Act of 1996, S.C. Code Ann. 59-

40-10 et seq. (Supp. 2007). Riverview shall be responsible for maintaining student

occupancy of the Premises by the Office of School Facilities of the State Department

of Education, or any local code official with jurisdiction. Relocatable classrooms shall

not be installed for use on or near Premises without prior written consent of District.

12. RIVERVIEW MODIFICATIONS. Riverview shall be permitted, at its sole cost and

expense, to make modifications to the Premises with prior written approval of the

District, said approval not to be unreasonably withheld. Upon expiration of this

Agreement, Riverview may elect to remove Riverview's alterations, additions or

improvements and restore the Premises to its former condition, normal wear and tear

excepted. Improvements permanently attached to the building shall remain in the

Premises unless removal of such items is approved in advance by District.

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13. CONDITION OF PROPERTY. District and Riverview represent that to the best of their

knowledge, the improvements on the Premises are in structurally sound condition, the

roof in good condition, and the mechanical, electrical, plumbing, heating and cooling

systems, appliances and fixtures in good working order.

14. NOTIFICATION FOR REPAIRS. Calls by Riverview upon District for routine, capital

and/or major maintenance and repairs must be made in accordance with reasonable

directions and procedures established by the District.

15. QUIET ENJOYMENT. Riverview shall have the right to quietly enjoy the Premises

during the Term, subject only to District's right to enter upon the Premises to inspect

the same and to make necessary repairs as provided in Paragraph 12 of this

Agreement. In an emergency, and as permitted by law, District may enter the Premises

without prior notice to Riverview.

16. COMPLIANCE WITH LAW. Riverview and District warrant, each unto the other, they

have the power and authority to enter into this Agreement and that they shall comply

with all laws, orders, ordinances and other public requirements now or hereafter

pertaining to Riverview's use of the Premises.

17. ASSIGNMENT AND SUBLETTING. Riverview shall not assign this Agreement or

sublet all or any portion of the Premises, or Riverview's improvements, without the prior

written consent of the District, said approval not to be unreasonably withheld. No such

assignment or subletting shall in any way relieve Riverview of any of its obligations in

this Agreement. This section shall apply to all successive assignments and subleases.

18. FIRE AND CASUALTY. If the Premises, or any material part thereof, shall be damaged

or destroyed by fire or any other casualty whatsoever during the Term, then the District,

with reasonable input from Riverview, shall, within a reasonable time and in a

reasonable manner, and using the insurance proceeds provided by District and its

insurance company for such purpose, restore the Premises as nearly as possible to

such condition as existed immediately prior to such casualty. If such casualty makes

unusable a portion of the Premises which does not exceed 50%, then Riverview shall

pay a reduced rent proportionate to the space which is available and usable; however,

if such casualty makes unusable a portion of the Premises which exceeds 50%, then

Riverview's obligation to pay rent shall be abated in full until Riverview, exercising all

reasonable diligence, shall have restored the Premises as nearly as possible to such

condition as existed immediately prior to such casualty. For each month during any

such event, the District shall deduct a monthly allocation equal to one-twelfth

(1/12) of Four Hundred Fifty-Seven Thousand Three Hundred Sixty and No/100

Dollars ($457,360.00), being the annual principal and interest payment being paid

by Riverview to the District. Upon restoration of the Premises, the District shall

continue its full monthly allocation in the amount set forth in Paragraph 3 above.

19. LOSS AND DAMAGE. Unless caused by negligence of District, District will not be liable

for any loss, damage or theft of any property of Riverview or others kept or stored in or

about the Premises. Riverview acknowledges that it is Riverview's responsibility to

insure its own property and improvements.

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20. DEFAULT. If a party shall breach a provision of this Agreement and fail to cure the

default within thirty (30) days of written notice thereof, the non-defaulting party shall

have the right to pursue any and all available remedies at either law or equity.

21. NO WAIVER. The failure of District or Riverview to require strict performance by the

other of any covenant, term or condition of this Agreement is not a waiver for the future

of any breach of the same or any other covenant, term or condition herein. District's

acceptance of rent is not a waiver of any breach of Riverview.

22. REMEDIES CUMULATIVE. To the extent permitted by law, the rights and remedies of

the parties herein are cumulative, and the exercise of any one of them will not be

deemed to be in exclusion of any other. The rights and remedies herein are in addition

to any rights and remedies available to District or Riverview at law or equity.

23. RIGHT TO CURE OTHER'S DEFAULT. If either District or Riverview fails to perform

any covenant, term or condition of this Agreement, the other party may, after giving

reasonable notice, perform such covenant, term or condition and expend whatever

sums may be necessary. All sums expended shall be repaid on demand. This

performance shall not waive any rights or remedies which either party may have

against the other for such default.

24. PAYMENTS WHEN RIVERVIEW FUNDS ON HAND ARE INSUFFICIENT. In the event

credits to Riverview pursuant to the South Carolina Charter Schools Act of 1996 , S.C.

Code of Laws 59-40-10 et seq. are insufficient to meet any financial liability of

Riverview pursuant to this Agreement, Riverview shall pay the financial liability by

certified funds upon demand. District may also offset any balance past due from

Riverview pursuant to this Agreement from any funds then held or thereafter received

by the District that would otherwise be for the benefit of or for transfer to Riverview

pursuant to the Act.

25. TIME OF ESSENCE. Time is of the essence of this Agreement.

26. SURRENDER AND HOLDING OVER. No surrender of the Premises or this Agreement

shall be effective unless accepted in writing by District. At the expiration or sooner

termination of this Agreement, Riverview will remove its effects and peaceably deliver

possession of the Premises to District in as good repair and condition as they were at

the commencement of this Agreement, ordinary wear and tear and fire or other casualty

damage excepted. Any property left on the Premises after Riverview vacates or

abandons the Premises shall be deemed abandoned and District may remove, store

and/or dispose of the same as it sees fit, subject to applicable law. Nothing in this

section shall be construed as consent to any holding over by Riverview.

27. NOTICES. All notices and communications pursuant to this Agreement shall be in

writing and shall be deemed to be properly given upon the first to occur of the following:

(i) upon receipt by the party to whom such communication is being given; or (ii) three

(3) business days after being duly deposited in the United States mail, certified or

registered, return receipt requested and addressed as follows:

To Riverview:

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Riverview Charter School

81 Savannah Highway

Beaufort, South Carolina 29906

Attention: Alison Thomas To District: Attn: Chief Financial Officer Beaufort County School District Post Office Drawer 309 Beaufort, South Carolina 29901

With Copy To:

Drew H. Davis

General Counsel

Post Office Drawer 309

Beaufort, South Carolina 29901

28. ESTOPPEL. District and Riverview each certify to the other that (a) the other party is

not in default pursuant to this Agreement as of the date of its actual execution, and (b)

as pertaining to this Agreement only, that all payments and performance obligations of

each party due and payable or to be performed prior to the date of actual execution of

this Agreement have been paid or performed, as the case may be.

29. CONTINGENCY OF AGREEMENT UPON CHARTER SCHOOL AGREEMENT.

Should Riverview fail to meet the contingencies in the Charter School Agreement or

otherwise fail to obtain its charter pursuant to the terms thereof, or should Riverview

otherwise lose its authorization to operate as a charter school pursuant to the South

Carolina Charter Schools Act of 1996, S.C. Code 59-40-10 et seq., then the District

may end the Term of this Agreement upon no less than thirty (30) calendar days

written notice to Riverview, in which case any and all annual payments due and owing

shall be pro-rated to the early conclusion of the term, and any and all routine and major

maintenance costs and capital improvement costs shall be due and payable in full.

30. CHARTER SCHOOL ACT. This Agreement is formed in furtherance of Riverview's

operation of a charter school pursuant to the South Carolina Charter Schools Act of

1996, S.C. Code Ann. 59-40-10 et seq. , and in case of irreconcilable conflict

between this Agreement and the Act, the Act shall control. With regard to this

Agreement, Riverview reconfirms its "assumption of liability by the charter school for

the activities of the charter school and an agreement that the charter school must

indemnify and hold harmless the school district, its servants, agents, and employees,

for any and all liability, damage, expense, causes of action, suits, claims, or judgments

arising from injury to persons or property or otherwise which arises out of the act, failure

to act, or negligence of the charter school, its agents and employees, in connection

with or arising out of the activity of the charter school," as provided in S.C. Code Ann.

59-40-60(F)(14). In addition, Riverview reconfirms that "[a] sponsor, members of the

board of a sponsor, and employees of a sponsor acting in their official capacity are

immune from civil or criminal liability with respect to all activities related to a charter

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school they sponsor." S.C. Code Ann. 59-40-190(C).Nothing in this Agreement nor

any course of conduct hereunder is intended, nor shall anything in this Agreement be

deemed or interpreted, to extend, shorten, revise, or amend in any respect the Charter

of Riverview pursuant to the Act as such Charter exists as of the execution of this

Agreement or as such Charter may subsequently be amended, whether by agreement

or by operation of law.

31. TERMINATION. The District shall have the right to terminate this Agreement in upon

the following:

a. Lawful revocation of Riverviews charter by the District;

b. Revocation of Riverviews charter by the State of South Carolina or any appropriate state agency or body;

c. Riverviews commission of illegal or unlawful actions upon the Premises;

d. Riverviews willful and/or malicious damage to the Premises; and/or

e. Any reason for termination set forth in South Carolina Charter Schools Act of 1996,

S.C. Code of Laws 59-40-10 et seq.

32. DISSOLUTION OF RIVERVIEW. Pursuant to the South Carolina Charter Schools Act,

currently S.C. Code Ann. 59-40-120, upon dissolution of Riverview, all Riverview

assets not obtained through restricted agreements with a donor through awards, grants

or gifts shall become the property of the District.

33. CONDITION PRECEDENT. The parties obligations pursuant to this Agreement are expressly contingent upon their negotiation and execution of a Work Letter within 30

days of the effective date of this Agreement that defines their respective rights and

obligations in regard to the $8.3 million of new improvements to be made to the

Premises, including, without limitation, those pertaining to construction contracts,

architectural and engineering contracts, and third party construction management

contracts. In the event such a Work Letter is not signed by such time, this Agreement

shall be null and void.

34. EARLY VACATION OF PREMISES BY RIVERVIEW. In the event Riverview vacates

the Premises prior to the conclusion of the Term, it shall continue to make to the

District an annual principal and interest payment in the amount of Four Hundred

Fifty-Seven Thousand Three Hundred Sixty and No/100 Dollars ($457,360.00).

Said annual payment shall be made through the conclusion of the Term.

35. ENTIRE AGREEMENT. The parties acknowledge that they have read and understand

the terms of this Agreement. This Agreement contains the entire agreement and

understanding between the parties regarding the Premises and is subject to no

agreements, conditions or representations that are not expressly set forth herein. This

Agreement may only be amended in a writing signed by both District and Riverview.

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EXHIBIT 1 - PREMISES DESCRIPTION

All that certain piece, parcel or lot of land, situate, lying and being on Port Royal Island,

Beaufort County, State of South Carolina, being a part of what is known as the Shell

Point Park, Inc., and being in that subdivision thereof designated as Shell Point Park,

containing twenty (20) acres. The property herein conveyed is more fully described and

delineated on the plat prepared for Shell Point Park, Inc., May 16,1966, by Southern

Mapping Co. Starting at the Northeastern comer on the South side of the said highway

right of way for a distance of 732.2' to a stone; thence extending in a Southerly direction

along the edge of property of unknown owners for a distance of 437.4' to a stone; thence

extending in a Southwesterly direction along the edge of the Shell Point Subdivision for

a distance of 799.7' to a stone, which stone is located on the Northeastern side of what

is known as Cedar Street; thence extending in a Northwestern direction along the

Northeastern side of said Cedar Street for a distance of 150' to a stone; thence

extending 60.4' to a stone; thence extending in a Westerly direction for a distance of

438.1' to a stone along the Northwestern edge of Cedar Street; thence extending in a

Northern direction for a distance of 1045.1' to a stone, which is the point of beginning.

Bounded on the Northwest by the western parts of lots 22, 34, 99, 124, 136 and 154 of

the Shell Point Park Subdivision (Southwest Section).

This is a part of the property conveyed by John M. Trask, Harold E. Trask and Calhoun

Thomas to Shell Point Extension, Inc. by Deed dated April 24, 1959, Deed Book 96,

page 171, Beaufort County.

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ACKNOWLEDGEMENTS:

BEAUFORT COUNTY SCHOOL DISTRICT

_________________________________

By: Its:

Before these two (2) witnesses:

(1) ______________________________ (2) ______________________________

The foregoing instrument was acknowledged before me this ________________________ (date) by

________________________________, the ________________________________ of the Beaufort

County School District.

SWORN TO BEFORE ME THIS _________ DAY OF _____________________ 2012.

_________________________________________

NOTARY PUBLIC FOR SOUTH CAROLINA My Commission Expires:__________________

RIVERVIEW CHARTER SCHOOL

_________________________________

By: Its:

Before these two (2) witnesses:

(1)______________________________ (2) ______________________________

The foregoing instrument was acknowledged before me this ______________________ (date) by

________________________________, the _____________________________________ of the Riverview Charter School.

SWORN TO BEFORE ME THIS _________ DAY OF _____________________ 2012.

______________________________________ NOTARY PUBLIC FOR SOUTH CAROLINA My Commission Expires:________________