Exhibit 10.2


 


ASSIGNMENT OF PURCHASE AND SALE AGREEMENT


 


This ASSIGNMENT OF
PURCHASE AND SALE AGREEMENT (this “Assignment”) is made as of June 3, 2021, by and among THE
PROCACCIANTI GROUP, llc, a Rhode Island limited liability company (“Assignor”), PHR CHERRY PROPCO,
LLC, a Michigan limited liability company (“Assignee”), and PHR OP LENDER SUB, LLC, a Michigan limited
liability company (“TPG Lender”).


 


BACKGROUND


 


Assignor is a party to that
certain Purchase and Sale Agreement (as amended, the “Agreement”) dated April 28, 2021, by and between Assignor and PRIDE
ONE CHERRY TREE, LLC, an Ohio limited liability company, and IPN-PRIDE INVESTMENT HOLDINGS, LLC, an Ohio limited liability company (collectively
the “Seller”) pursuant to which Seller has agreed to sell, assign, transfer and convey to Assignor certain property including
that certain hotel known as the Cherry Tree Inn and Suites located at 2345 N. US 31 North, East Bay Township, Grand Traverse County, Michigan
(the “Hotel”). Assignor desires to assign, and Assignee desires to assume, all of Assignor’s rights, title and interest
in, to and under the Agreement, subject to the terms and conditions of this Assignment and the Agreement. In addition, Assignor desires
to designate TPG Lender as the “TPG Lender” (as such term is defined in the Agreement) under the Agreement.


 


AGREEMENT


 


NOW, THEREFORE, for
and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration in hand paid by Assignee to Assignor
upon the execution of this Assignment, the receipt and sufficiency of which are hereby acknowledged by Assignor, the parties hereby agree
as follows:


 


1.                  Assignment.
Assignor, effective as of the date hereof, hereby assigns, conveys, transfers and sets over to Assignee, all of Assignor’s rights,
duties and obligations in, to and under the Agreement, including, without limitation, the Earnest Money (as such term is defined in the
Agreement) deposited by Assignor pursuant to the Agreement.


 


2.                  Assumption.
Effective as of the date hereof Assignee shall be deemed to have assumed all of the rights, duties and obligations of Assignor in, to
and under the Agreement, arising from and after the date hereof relating to, with respect to or in connection with the Agreement.


 


3.                  TPG
Lender. Effective as of the date hereof, Assignor designates TPG Lender to be the “TPG Lender” (as such term is defined
in the Agreement) under the Agreement for all purposes, and TPG Lender accepts such designation.


 


4.                  Governing
Law. This Assignment will be governed by, and construed and interpreted in accordance with the laws of the State of Michigan.


 


5.                  Binding
Effect. This Assignment shall be binding upon and inure to the benefit of Assignor, Assignee and their respective successors and
assigns.


 


6.                  Counterparts. This Assignment may be executed by the parties in counterparts, in which event the signature pages thereof
shall be combined in order to constitute a single original document.


  


[signatures on following page]


 






    


     


    

 


IN WITNESS WHEREOF,
Assignor and Assignee have hereunto set their hands and affixed their seals hereto on the day and year first above written.


 


	 	ASSIGNOR:  
	 	 
	 	THE
PROCACCIANTI GROUP, llc, a
Rhode Island limited liability company
	 	 
	 	By:   	/s/
James A. Procaccianti  
	 	Name: 	James A. Procaccianti 
	 	Title:  	Authorized Signer   




 


	 	ASSIGNEE: 
	 	 
	 	PHR
    CHERRY PROPCO, LLC, a Michigan limited liability company
	 	 
	 	By:	/s/
    James A. Procaccianti 
	 	Name:
    	James
    A. Procaccianti 
	 	Title:
    	Authorized
    Signer   
	 	 	 
	 	TPG
    LENDER:  
	 	 
	 	PHR
    OP LENDER SUB, LLC, a Michigan limited liability company
	 	 
	 	By:
     	/s/
    James A. Procaccianti
	 	Name: 	James
    A. Procaccianti
	 	Title:
    	Authorized
    Signer



 


[Signature
Page to Assignment of Purchase and Sale Agreement]