ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF PURCHASE AND SALE
ASSIGNMENT
AND ASSUMPTION OF
AGREEMENT
OF PURCHASE AND SALE
This
Assignment and Assumption of Agreement for Purchase and Sale of Interests
(“Assignment”)
is
dated as of January 11, 2007 between Lightstone Value Plus Real Estate
Investment Trust, Inc., a Maryland corporation ("Assignor"),
and
The Lightstone Group, LLC, a New Jersey limited liability company (“Assignee”).
WHEREAS,
as
of
January 11, 2007, Sealy SHV/NO, L.P., Sealy Ohio, L.P., Sealy Alamo Buildings,
L.P., Sealy FRLA SBC, L.L.C., Sealy FRLA I, L.L.C., Sealy FRLA II, L.L.C.,
Sealy
FRLA Office, L.L.C. and Xxxxx XX0, L.P., collectively, as seller, and Assignor,
as purchaser, entered into that certain Purchase and Sale Agreement (together
with all amendments thereto, the “Agreement”)
for
the sale and purchase of certain properties as more particularly described
in
the Agreement;
WHEREAS,
Assignor desires to assign all of its right, title and interest under the
Agreement to purchase the real properties listed on Schedule A attached hereto
and made a part hereof (the “Assigned
Properties”)
to
Assignee.
NOW
THEREFORE,
in
consideration of Ten ($10.00) Dollars in hand paid by Assignee, the receipt
and
adequacy of which are hereby conclusively acknowledged, Assignor does hereby
assign, transfer and set over to Assignee, all of Assignor’s right, title, and
interest in and to the right to purchase the Assigned Properties pursuant to
the
Agreement.
TO
HAVE AND TO HOLD,
the
same unto Assignee, its successors and assigns, from and after the date
hereof.
Assignee
hereby assumes the performance of all terms, covenants, and conditions under
the
Agreement solely with respect to the Assigned Properties on Assignor’s part to
be performed thereunder from and after the date hereof and will perform all
of
the terms, conditions, and covenants of such Agreement solely with respect
to
the Assigned Properties from and after the date hereof, all with the same force
and effect as though the Assignee had signed such Agreement as a party named
therein.
This
Assignment is made without warranty or representation, express or implied,
by or
recourse against Assignor of any kind or nature whatsoever.
This
Assignment may be executed in multiple counterparts, each of which shall
constitute an original, and all of which taken together shall constitute but
one
agreement.
IN
WITNESS WHEREOF,
the
Assignor and Assignee have duly executed this Assignment by their respective
duly authorized representatives as of the day first above written.
| ASSIGNOR | ||
| LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC. | ||
| By: | /s/ Xxxxx Xxxxxxxxxxxx | |
|
Name: Xxxxx Xxxxxxxxxxxx
Title: Chief Executive Officer and
President
|
||
| ASSIGNEE | ||
| THE LIGHTSTONE GROUP, LLC | ||
| By: | /s/ Xxxxx Xxxxxxxxxxxx | |
|
Name: Xxxxx Xxxxxxxxxxxx
Title: President
|
||
2
Schedule
A
|
1.
|
000
Xxxxxxxxxx Xxxxx, Xxx Xxxxxxx, XX
|
|
2.
|
000
Xxxxxxx, Xxx Xxxxxxx, XX
|
|
3.
|
000
Xxxxx Xxxxx Xxxx, Xxx Xxxxxxx, XX
|
|
4.
|
000
Xxxxx Xxxxx Xxxx, Xxx Xxxxxxx, XX
|
|
5.
|
000
Xxxxx Xxxxx Xxxx, Xxx Xxxxxxx, XX
|
|
6.
|
000
Xxxxx Xxxxx Xxxx, Xxx Xxxxxxx, XX
|
|
7.
|
000
Xxxxx Xxxxx Xxxx, Xxx Xxxxxxx, XX
|
|
8.
|
000
Xxxxx Xxxxx Xxxx, Xxx Xxxxxxx, XX
|
|
9.
|
000
Xxxxx Xxxxx Xxxx, Xxx Xxxxxxx, XX
|
|
10.
|
000
Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX
|
|
11.
|
0000
Xxxxxxxxx Xx., Xxxxx Xxxxx, XX
|
|
12.
|
00000
Xxxxxxxxxxxx Xxxx., Xxxxx Xxxxx, XX
|
|
13.
|
11955
- 00000 Xxxxxxxx Xxxx, Xxxxx Xxxxx, XX
|
|
14.
|
0000
Xxxxxx Xxxx, Xxxxxxxxxx, XX
|
|
15.
|
0000
Xxxx Xxxxx, Xxxxxxxxxx, XX
|
|
16.
|
0000
XxXxx Xx., Xxxxxxxx, XX
|
|
17.
|
0000
XxXxx Xx., Xxxxxxxx, XX
|
|
18.
|
0000
Xxxxxx Xxxxxxx, Xxxxxxxx, XX
|
Aggregate
Allocated Purchase Price: $74,079,240
3
