Exhibit 10.328


 





ASSIGNMENT AND ASSUMPTION
OF COMMERCIAL CONTRACT


(Metropolitan
- 547 & 553 NE 1st Ave., Fort Lauderdale, FL)


 


This
Assignment and Assumption of Commercial Contract (this "Agreement"), dated as of December 18, 2015 (the "Effective
Date"), is made by and between ArchCo Residential LLC, a Delaware limited liability company ("ArchCo"), and BR ArchCo
Flagler Village, LLC, a Delaware limited liability company ("BRAFV").


 


Recitals


 


This Agreement is made with respect to the following
facts:


 


A.                
ArchCo is the Purchaser under that certain Commercial Contract dated as of November 30, 2015 (the "Original Agreement")
with Metropolitan Property Investment, LLC, a Georgia limited liability company, as Seller, with respect to with respect to the
real property located at 547 and 553 NE 1st Ave., Fo11Lauderdale, Florida (the "Property"), as more particularly described
on Exhibit A attached to this Agreement. All capitalized terms used but not otherwise defined in this Agreement shall have
the meaning for such terms set fo11h in the Purchase Agreement.


 


B.                
ArchCo desires to assign its rights and obligations under the Purchase Agreement to BRAFV and BRAFV desires to assume ArchCo's
rights and obligations under the Purchase Agreement.


 


Agreement


 


In consideration
of the premises and the mutual benefits to be derived from this Agreement and the respective covenants and representations, warranties,
agreements, indemnities and promises set forth below, the parties, intending to be legally bound, agree as follows.


 


1.                  Assignment. ArchCo irrevocably grants, bargains, sells, assigns and otherwise transfers and delivers to BRAFV and its successors
and assigns, all rights and obligations of Purchaser under the Purchase Agreement excluding only representations and warranties
made by Purchaser under the Purchase Agreement to the extent made as of the Agreement Date (the "Assumed Rights and Obligations").


 


2.                  
Acceptance by BRAFV. BRAFV accepts and assumes the Assu med Rights and Obligations.


 


3.                  
Indemnification.




 


a.                   
ArchCo shall indemnify, defend, protect and hold harmless BRAFV from and against all claims, damages, losses, liabilities,
costs (including, without limitation, reasonable attorneys' fees) and expenses to the extent the same arise before the Effective
Date with respect to Purchaser's obligations under the Assumed Rights and Obligations.


 


b.                 
BRAFV shall indemnify, defend, hold harmless ArchCo from and against any and all claims, damages, losses, liabilities, costs
(including, without limitation, reasonable attorneys' fees) and expenses to the extent the same arise on or after the Effective
Date with respect to Purchaser's obligations under the Assumed Rights and Obligations.


 


4.                   
Attorneys' Fees. If either
party employs attorneys to enforce any of the provisions of this Agreement, the party against whom any final judgment is entered
agrees to pay the prevailing party all reasonable costs, charges and expenses, including reasonable attorneys' fees, expended or
incurred by the prevailing party in connection with the enforcement action.


 




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5.                   
Counterparts. This Agreement may be executed in counterparts; each such counterpart shall be deemed an original;
and all counterparts so executed shall constitute one instrument and shall be binding on all of the patties to this Agreement notwithstanding
that all of the parties are not signatory to the same counterpart.


 


 


REMAINDER OF PAGE
INTENTIONALLY BLANK. SIGNATURE PAGE(S) FOLLOWS.


 






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ArchCo and BRAFV have executed this Agreement as
of the Effective Date.


 


ARCHCO:


 


ArchCo Residential LLC,


a Delaware limited liability company


 


 





	By: 	/s/ Neil T. Brown	 
	Name: Neil T. Brown	 
	Title: Authorized Signatory	 


 




     

     

    

 


BRAFV:


 


BR ArchCo Flagler Village, LLC,


a Delaware limited liability company


 





	By:	/s/ Jordan Ruddy	 
	Name:	Jordan Ruddy	 
	Title:	Authorized Signatory	 


 




     

     

    

 


Exhibit A


Legal Description of
the Property


 


 


Lots 1, 2, 3, 4, 9 &
10, Block 6, of AMENDED PLAT OF NORTH LAUDERDALE, according to the Plat thereof, as recorded in Plat Book 1, Page 182,
of the Public Records of Miami-Dade County, Florida; said lands situate, lying and being in Broward County, Florida; Less and
Except the North 20 feet of Lot 1, Block 6, as conveyed in Official Records Book 45928, page 533.


 






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