ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF PURCHASE AND SALE

XXXXX NATIONAL REIT II, INC. 8-K

EXHIBIT 10.2

ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF PURCHASE AND SALE

THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF PURCHASE AND SALE (this “Assignment”), is made and entered into as of the 29th day of April, 2019, by and between XXXXX NATIONAL REIT II, INC., a Maryland corporation (“Assignor”) and XXXXX NATIONAL XXXXX-XXXXXXX HOLDING, LLC, a Delaware limited liability company (“Assignee”). 

W I T N E S S E T H :

WHEREAS, Assignor, as Purchaser, entered into that certain Agreement of Purchase and Sale dated March 29, 2019, for the purchase and sale of the land and the improvements located at 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000 (as amended, modified, or supplemented, the “Agreement”). Any terms not defined herein shall have the meaning as set forth in the Agreement.

WHEREAS, Assignor now wishes to assign all of its right, title and interest as Purchaser under the Agreement to Assignor and Assignee desires to assume and perform the obligations of the Assignor as Purchaser under the Agreement.

WHEREAS, an affiliate of Assignor is a manager of Assignee.

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

1.       Assignment. Assignor does hereby SELL, GRANT, ASSIGN, TRANSFER, CONVEY, RELINQUISH AND SET OVER unto Assignee all of Assignor’s right, title and interest in and to the Agreement. 

2.       Assumption by Assignee. Assignee, hereby accepts the foregoing assignment, agrees to assume and perform all the duties and obligations to be performed by the Purchaser under the Agreement therein mentioned to the same extent as if Assignee had originally been named as the Purchaser in that Agreement, and to indemnify and hold Assignor harmless for any liability for performance or nonperformance of the duties and obligations assumed by Assignee.

3.       Governing Law. This Assignment shall be governed by, and be construed in accordance with, the laws of the State of Texas. 

4.       Counterparts. To facilitate execution, this Assignment may be executed in as many counterparts as may be required. It shall not be necessary that the signature on behalf of both parties hereto appear on each counterpart hereof. All counterparts hereof shall collectively constitute a single Agreement.

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

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Assignment as of the date and year first above written.

	ASSIGNOR:
	XXXXX NATIONAL REIT II, INC.,
	a Maryland corporation
	By:	/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx, President
	ASSIGNEE:
	XXXXX NATIONAL XXXXX-XXXXXXX HOLDING, LLC, a Delaware limited liability company
	By:	/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx, President