Moody National REIT II, Inc. POS AM


Exhibit 10.16


 


Assignment
and Assumption of AGREEMENT OF PURCHASE AND SALE


 


This Assignment and Assumption
of Agreement of Purchase and Sale (“Assignment”) is entered into between Moody National Companies, L.P., a Texas limited
partnership (“Assignor”), and Moody National REIT II, Inc., a Maryland corporation (“Assignee”), as of
January 28, 2016 (“Effective Date”).


 


RECITALS


 


A.     Pursuant to the terms of that certain
Purchase and Sale Agreement dated as of October 26, 2015 (as amended, modified or supplemented, the “Purchase Agreement”),
by and among certain tenant-in-common fee owners and Moody National SHS Seattle MT, LLC, each a Delaware limited liability company
(collectively, “Seller”), as seller, Assignor agreed to acquire the Property (as such term is defined in the Purchase
Agreement) commonly referred to as the Springhill Suites – Seattle, as more particularly described in the Purchase Agreement.


 


B.     Although certain amendments and notices
purported to indicate that the Agreement had been assigned to an affiliate, no previous assignment was formally authorized, executed
or delivered.


 


C.     Assignor desires
to assign Assignor’s rights and interests in the Purchase Agreement to Assignee, and Assignee wishes to assume all of Assignors
rights and interests in the Contract.


 


D.     The Parties desire
to enter into this Assignment to, among other things, assign the Assignor’s rights and interests in the Purchase Agreement
to Assignee and to evidence Assignee’s assumption of Assignor’s obligations and liabilities under the Purchase Agreement.


 


ASSIGNMENT


 


NOW, THEREFORE, for valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


1.     Payment. In consideration
for this Assignment, Assignee shall pay Assignor the sum of Two Million and No/100 Dollars ($2,000,000.00), the same being the
amount of the Earnest Money paid by Assignor under the Agreement.


 


2.     Assignment of
Contract. Assignor hereby assigns and transfers its interest in the Purchase Agreement to Assignee. Assignor hereby represents
and warrants that no previous assignment of the Agreement was previously effectuated, all references to any other successor-in-interest
were made in error and that Assignor has all right, title and interest in the Agreement.


 


3.     Assumption. Assignee hereby
acknowledges and agrees to all of the terms of the Purchase Agreement and accepts the foregoing assignment and assumes and agrees
to perform all obligations of Assignor under the Purchase Agreement, in accordance with the terms thereof.


 


4.     Counterparts; Facsimile Signatures.
This Assignment may be executed in multiple counterparts which, when combined together, shall constitute an original of this Assignment.
In addition, facsimile signatures of the parties shall be effective on all counterparts of this Assignment.


 






    	 



    	 



    

 


Executed as of the date set forth above.


  


	 	ASSIGNOR:
	 	 
	 	MOODY NATIONAL COMPANIES, L.P., a Texas limited partnership
	 	 
	 	By:	Moody National Companies GP, LLC, a Texas limited liability company, General
Partner
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	ASSIGNEE:
	 	
	 	Moody National REIT II, Inc., a Maryland corporation
	 	 
	 	By:	 
	 	Name:	 
	 	Title: