Exhibit 10.38


 


ASSIGNMENT AND ASSUMPTION OF
PURCHASE AGREEMENT


 


THIS ASSIGNMENT
AND ASSUMPTION OF PURCHASE AGREEMENT (this "Assignment") is entered into as of October 13, 2016 by and between
CARROLL ACQUISITIONS, LLC, a Georgia limited liability company ("Assignor"), and BR CARROLL GLENRIDGE, LLC, a
Delaware limited liability company ("Assignee").


 


WITNESSETH:


 


WHEREAS,
Assignor and RPG GLENRI DGE LLC, a Delaware limited liability company ("Seller"), entered into that certain Sale-Purchase
Agreement dated August 12, 2016, as amended by that First Amendment of Sale-Purchase Agreement dated August 19, 2016, as further
amended by that Second Amendment of Sale-Purchase Agreement dated August 24, 2016, as further amended by that Third Amendment of
Sale-Purchase Agreement dated August 25, 2016 (as amended, the "Agreement"), with respect to that certain real
property and related appurtenances commonly known as the Nevadan Apartments, and located in Atlanta, Georgia, al l as more particularly
described in the Agreement (the "Property"); and


 


WHEREAS,
Assignor desires to assign all of Assignor's right, title and interest in and to the Agreement to Assignee so that Assignee may
acquire the Property;


 


NOW THEREFORE,
in consideration of the foregoing recitals and other good and valuable consideration, the parties agree as follows:


 


1.          Assignment.
Effective as of the date hereof, Assignor hereby assigns, conveys, transfers and sets over to Assignee all of Assignor's right,
title and interest in, to and under the Agreement and Assignee shall succeed to all of Assignor's right, title and interests in,
to and under the Agreement effective as of the date hereof, including, without limitation, the Downpayment (as such term is defined
in the Agreement) deposited by Assignor pursuant to the Agreement.


 


2.          Assumption.
Assignee hereby accepts the foregoing assignment and assumes all of the rights, duties, obligations and liabilities of Assignor
in, to and under the Agreement, relating to,with respect to or in connection with the Agreement, whenever arising or accruing.
Notwithstanding such assignment, Assignor is not released from and shall also remain fully liable for all liabilities, and the
timely performance of all duties and obligations of the Purchaser (as such term is defined in the Agreement) under the Agreement.


 


3.          Governing
Law. This Assignment shall be governed by and construed i n accordance with the substantive internal laws of the State of Georgia
without regard to the principles of conflicts of laws.


 


4.          Binding
Effect. This Assignment shall be binding upon and inure to the benefit of Assignor, Assignee and their respective successors
and assigns. The parties shall execute and deliver such further and additional instruments, agreements, and other documents as
may be necessary to evidence or carry out the provisions of this Assignment.


 




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5.          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 to this Assignment transmitted by facsimile or email shall be
binding on the party transmitting such signatures and such party shall not use as a defense against the enforceability of
this Assignment the fact that such signature so transmitted is not an original.


 


IN WITNESS WHEREOF, the parties
have executed this Assignment as their free and voluntary act and deed, on the date indicated above.


 


	 	ASSIGNOR:
	 	 
	 	CARROLL ACQUISITIONS, LLC, a Georgia 
	 	limited liability company
	 	 	 
	 	By:	/s/ Josh Champion
	 	Name: Josh Champion
	 	Title: Authorized Signatory


 




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	 	ASSIGNEE:
	 	 
	 	BR CARROLL GLENRIDGE, LLC, a Delaware
	 	limited liability company
	 	 	 
	 	By: 	/s/ Jordan Ruddy
	 	Name: 	Jordan Ruddy
	 	Title: 	Authorized Signatory


 




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