Exhibit
10.307


 


ASSIGNMENT
AND SUBORDINATION OF DEVELOPMENT AGREEMENT


 


THIS ASSIGNMENT
AND SUBORDINATION OF DEVELOPMENT AGREEMENT (this “Assignment”) is made as of the 16th day of
December, 2015, by CB OWNER, LLC, a Delaware limited liability company (“Assignor”), to and for
the benefit of and in favor of THE PRIVATEBANK AND TRUST COMPANY, an Illinois state chartered bank in its capacity as administrative
agent (in such capacity, referred to herein as “Assignee”), for and on behalf of The PrivateBank and Trust Company,
in its capacity as a lender, together with any other lenders that acquire an interest in the Loan (defined below) after the date
hereof (individually, a “Lender” and collectively, the “Lenders”).


 


Recitals


 


A.           Assignor is the
owner of certain real estate situated in the County of Fulton, State of Georgia, legally described on Exhibit A attached
hereto and by this reference made a part hereof (the “Premises”).


 


B.           Assignor and
CDP DEVELOPER I, LLC, a Georgia limited liability company (“Developer”) are parties to that certain Amended
and Restated Development Agreement, made and entered into as of the date hereof, with an effective date of May 29, 2015 (the “Development
Agreement”), a true, correct and complete copy of which Assignor represents and warrants is attached hereto as Exhibit B,
to oversee the development of the Premises.


 


C.           Assignee has
agreed to make a loan (the “Loan”) to Assignor in an amount equal to $38,130,000.00. The Loan is evidenced by
that certain Promissory Note of even date herewith (the “Note”), executed by Assignor and made payable to the
order of Assignee in the principal amount of the Loan. The Note is secured by, among other things, a Deed to Secure Debt, Assignment
of Rents and Leases and Security Agreement of even date herewith (the “Security Deed”), executed by Assignor
to Assignee, granting a lien on the Premises and to be recorded with the Clerk of the Superior Court for the County of Fulton,
State of Georgia. Assignor has also executed certain other instruments and agreements as additional security for repayment of the
Loan (collectively, the “Loan Documents”).


 


D.           Assignee requires,
as a condition precedent to its making the Loan, that the indebtedness evidenced by the Note and the lien and security interests
created by the Security Deed and the other Loan Documents (collectively, the “Senior Liens”) be paramount and
prior to any and all obligations, expenses and indebtedness owing to Developer which arise from the Development Agreement (collectively,
the ”Junior Liabilities”) and any and all existing liens and security interests or future rights to liens
and security interests of Developer or anyone claiming by, through or under Developer which arise from the Junior Liabilities (collectively,
the “Junior Liens”).


 


E.            As additional
security for the Note, Assignee has also required an assignment of the interest of Assignor in, to and under the Development Agreement.


 




     

     

    

 


F.           Assignor is willing
to transfer, assign and convey its rights, privileges, powers and interest in, to and under the Development Agreement to Assignee,
subject to the terms and conditions herein contained.


 


Agreement


 


NOW, THEREFORE,
in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor hereby agrees as follows:


 


1.            Assignment.
Assignor hereby transfers, assigns and conveys all of its rights, powers, privileges and interests in, to and under the Development
Agreement to Assignee, its successors and assigns, fully intending that Assignee, its successors and assigns, shall have the rights
and powers and be entitled to the benefits thereunder to the same degree and extent as though the Development Agreement had been
made between Assignee and Developer.


 


2.            Exercise
of Assignee’s Remedies. Although it is the intention of the parties that the assignment hereunder is a present assignment,
it is expressly understood and agreed, anything herein contained to the contrary notwithstanding, that Assignee shall not exercise
any of the rights and powers conferred upon it herein until and unless there shall occur and continue an “Event of Default”
(as defined in the Loan Agreement). Upon the occurrence and during the continuance of an Event of Default, Assignee shall have
the right (but not the obligation) to (a) terminate the Development Agreement upon written notice to Developer and thereafter,
the Development Agreement shall be of no further force or effect, or (b) assume all obligations of Assignor under the Development
Agreement. Nothing herein contained shall be deemed to affect or impair any rights which Assignee may have under the Note, the
Security Deed or the other Loan Documents.


 


3.            Assignee’s
Right to Cure. In the event of any default by Assignor under the Development Agreement or the occurrence of an Event of
Default, and during the continuation thereof, Assignee shall have the right, upon notice to Assignor and Developer, and until such
default is cured, to cure any default and take any action under the Development Agreement to preserve the same. Assignor hereby
grants to Assignee the right of access to the Premises for this purpose, if such action is necessary. Such action by Assignee shall
not be deemed an election by Assignee as provided in Section 2 hereof. Assignor hereby authorizes Developer to accept the
performance of Assignee in such event, without question. Any advances made by Assignee to cure a default hereunder shall bear interest
at the Default Rate under the Loan Agreement and shall be secured by the Security Deed and the other Loan Documents.


 


4.            Representations
and Warranties of Assignor. Assignor hereby represents and warrants to Assignee that (a) Assignor has not executed
any prior assignment of the Development Agreement, nor has it performed any acts or executed any other instrument which might prevent
Assignee from operating under any of the terms and conditions of this Assignment, or which would limit Assignee in such operation,
(b) Assignor has not executed or granted any modification whatsoever of the Development Agreement, either orally or in writing,
and (c) the Development Agreement is in full force and effect and constitutes a valid and legally enforceable obligation of
the parties thereto and that there are no defaults now existing thereunder by Assignor or to Assignor's knowledge, by Developer,
as of the date hereof.


 




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5.            Other Agreements.
Assignee shall not be obligated to perform or discharge any obligation, duty or liability under the Development Agreement by reason
of this Assignment, until its election as provided in Section 2 hereof, and that this Assignment or Assignee’s performance
hereunder shall not release Assignor of any liability under the Development Agreement.


 


6.            Covenants
of Assignor. Assignor agrees not to do, or suffer to be done, any of the following acts without the prior written consent
of Assignee first being had and obtained, such consent, in the case of clauses (a), (b) or (c), not to be unreasonably withheld
to-wit: (a) cancel, terminate or surrender the Development Agreement; (b) forgive any obligation thereunder; (c) materially
modify the Development Agreement; (d) assign Assignor’s interest in the Development Agreement or any portion thereof;
or (e) fail to perform any obligation of Assignor in accordance with the provisions thereof, which failure would constitute
a default under the Development Agreement and which failure shall continue beyond any applicable cure period provided under the
Development Agreement. Any of said acts, if done or suffered to be done without Assignee’s prior written consent, shall constitute
an Event of Default hereunder.


 


7.            Election
of Remedies. The provisions set forth in this Assignment shall be deemed a special remedy given to Assignee and shall not
be deemed exclusive of any of the remedies granted in the Note or the Loan Documents but shall be deemed an additional remedy and
shall be cumulative with the remedies therein and elsewhere granted Assignee, all of which remedies shall be enforceable concurrently
or successively. No exercise by Assignee of any of its rights hereunder shall cure, waive or affect any default hereunder or any
Event of Default under the Security Deed or the Loan Documents. No inaction or partial exercise of rights by Assignee shall be
construed as a waiver of any of its such rights and remedies, and no waiver by Assignee of any such rights and remedies shall be
construed as a waiver by Assignee of any of its other rights and remedies.


 


8.            Notices.
Any notice, demand or other communication required or permitted hereunder shall be (i) delivered in person, (ii) mailed,
postage prepaid, either by registered or certified mail, return receipt requested, or (iii) sent by overnight express carrier,
addressed in each case as follows:


 


	 	If to Assignee:	The PrivateBank and Trust Company
	 	 	Atlanta Financial Center
	 	 	3343 Peachtree Road NE
	 	 	Atlanta, Georgia  30326
	 	 	Attention:  Brad Barton
	 	 	 
	 	and to:	The PrivateBank and Trust Company
	 	 	70 West Madison Street
	 	 	Chicago, Illinois  60602
	 	 	Attention:  Commercial Real Estate


 




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	 	with a copy to:	Miller & Martin PLLC
	 	 	1180 West Peachtree Street NW
	 	 	Suite 2100
	 	 	Atlanta, Georgia  30309
	 	 	Attention:  Charles A. Brake, Jr., Esq.
	 	 	 
	 	If to Assignor:	CB Owner, LLC
	 	 	c/o Catalyst Development Partners
	 	 	880 Glenwood Avenue, Suite H
	 	 	Atlanta, Georgia 30316
	 	 	Attn: Mr. Rob Meyer
	 	 	 
	 	with copy to:	Nelson Mullins Riley & Scarborough LLP
	 	 	201 17th Street NW, Suite 1700
	 	 	Atlanta, Georgia  30363
	 	 	Attn: Eric R. Wilensky, Esq
	 	 	 
	 	with copy to:	Bluerock Real Estate, LLC
	 	 	712 Fifth Avenue, 9th Floor
	 	 	New York, NY 10019
	 	 	Attn:  Michael L. Konig, General Counsel
	 	 	 
	 	If to Developer:	CDP Developer I, LLC
	 	 	c/o Catalyst Development Partners, LLC
	 	 	880 Glenwood Ave SE
	 	 	Suite H
	 	 	Atlanta, Georgia  30316
	 	 	Attention:  Rob Meyer
	 	 	 
	 	with copy to:	Nelson Mullins Riley & Scarborough LLP
	 	 	201 17th Street NW, Suite 1700
	 	 	Atlanta, Georgia  30363
	 	 	Attn: Eric R. Wilensky, Esq


 


or to any other address as to any of the
parties hereto, as such party shall designate in a written notice to the other party hereto. All notices sent pursuant to the terms
of this section shall be deemed received (i) if personally delivered, then on the date of delivery, (ii) if sent by overnight,
express carrier, then on the next federal banking day immediately following the day sent, or (iii) if sent by registered or
certified mail, then on the earlier of the third federal banking day following the day sent or when actually received.


 




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9.           Power of
Attorney. Assignor hereby irrevocably appoints Assignee as Assignor’s attorney-in-fact to exercise any or all of
Assignor’s rights in, to, and under the Development Agreement as provided herein, to give appropriate receipts, releases,
and satisfactions on behalf of Assignor in connection with Developer’s performance under the Development Agreement, and to
do any or all other acts, in Assignor’s name or in Assignee’s own name, that Assignor could do under the Development
Agreement with the same force and effect as if this Assignment had not been made. This power of attorney is coupled with an interest
and can not be revoked, modified or amended without the written consent of Assignee. Notwithstanding the foregoing, Assignee agrees
that it shall not exercise its rights under this Section 9 unless or until an Event of Default has occurred and is continuing
under the Security Deed or the other Loan Documents.


 


10.          Successors
and Assigns. All the covenants and agreements on the part of Assignee and Assignor contained herein shall inure to the
benefit of and bind their successors and assigns, respectively, including any purchaser at a foreclosure sale other than Assignee.


 


11.          Counterparts,
Facsimile Signatures. This Assignment may be executed in any number of counterparts, all of which shall be taken to be
one and the same instrument, for the same effect as if all parties hereto had signed the same signature page. Receipt of an executed
signature page to this Assignment by facsimile or other electronic transmission shall constitute effective delivery thereof.


 




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IN WITNESS WHEREOF,
this Assignment has been executed and delivered as of the date first above written.


 


	 	ASSIGNOR:
	 	 	 
	 	CB OWNER, LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/ Robert Myer
	 	Name:	Robert Myer
	 	Title:	President


 


Signature Page – Assignment and Subordination
of Development Agreement


 




     

     

    

 


EXHIBIT A


TO


ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT
AGREEMENT


 


LEGAL DESCRIPTION OF THE PREMISES


 



    	Exhibit A
 Page 1



     

    

 


Exhibit “A”


 


All that tract of land
lying or being Land Lot 6, 17th District, Fulton County and the City of Atlanta, Georgia, and being more particularly
described as follows:


 


BEGINNING at a 1/2 inch
re-bar found at the intersection of the southerly right of way of Interstate 85, a variable width right of way, and the westerly
right of way of Cheshire Bridge Road, also a variable width right of way;


 


THEN leaving the right
of way of Interstate 85, proceed the following courses along the said westerly right of way of Cheshire Bridge Road: South 55 degrees
38 minutes 44 seconds East for 30.92 feet to a 1/2 inch re-bar found;


 


THEN South 06 degrees
51 minutes 23 seconds East for 248.74 feet to a nail found;


 


THEN South 28 degrees
07 minutes 38 seconds East for 42.38 feet to a 1/2 inch re-bar found;


 


THEN South 67 degrees
28 minutes 12 seconds West for 145.43 feet to a 1/2 inch re-bar found;


 


THEN South 00 degrees
42 minutes 52 seconds West for 123.24 feet to a 1/2 inch re-bar found;


 


THEN North 88 degrees
37 minutes 53 seconds West for 43.35 feet to a 1/2 inch re-bar found;


 


THEN South 09 degrees
34 minutes 54 seconds East for 86.90 feet to a 1/2 inch re-bar found;


 


THEN North 89 degrees
25 minutes 02 seconds West for 172.15 feet to a 1/2 inch open top pipe found;


 


THEN North 25 degrees
59 minutes 36 seconds West for 95.01 feet to a point;


 


THEN North 26 degrees
42 minutes 06 seconds West for 470.00 feet to a point on the southerly variable right of way of Interstate 85;


 


THEN continue the following
courses along said southerly right of way of Interstate 85;


 


North 82 degrees 57 minutes
58 seconds East for 105.01 feet to a 1/2 inch re-bar found;


 


THEN North 79 degrees
50 minutes 07 seconds East for 257.68 feet to a point;


 


THEN North 89 degrees
59 minutes 21 seconds East for 156.66 feet to a 1/2 inch re-bar found at the POINT OF BEGINNING.


 


Together with and subject
to covenants, easements, and restrictions of record.


 


Said property contains
4.877 acres more or less.


 




    	Exhibit A
 Page 2



     

    

 


EXHIBIT B


TO


ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT
AGREEMENT


 


THE DEVELOPMENT AGREEMENT


 


[See attached pages.]


 


[Development
Agreement filed as Exhibit to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with
the SEC on or about February 24, 2016]


 




    	Exhibit B
 Page 1



     

    

 


CONSENT
TO ASSIGNMENT AND SUBORDINATION

OF DEVELOPMENT AGREEMENT AND ESTOPPEL


 


THIS CONSENT TO
ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT AND ESTOPPEL dated as of December ____, 2015 (this “Consent”),
is executed by CDP DEVELOPER I, LLC, a Georgia limited liability company (“Developer”), to and for the
benefit of THE PRIVATEBANK AND TRUST COMPANY, an Illinois banking corporation, and its successors and assigns (“Assignee”).


 


Recitals:


 


A.           CB OWNER, LLC,
a Delaware limited liability company (“Assignor”), is the owner of certain real estate situated in the County
of Fulton, State of Georgia, legally described on Exhibit A attached hereto and by this reference made a part hereof
(the “Premises”).


 


B.           Assignor and
Developer have entered into that certain Amended and Restated Development Agreement, made and entered into as of the date hereof,
with an effective date of May 29, 2015 (the “Development Agreement”), a true, correct and complete copy of which
the Developer represents and warrants is attached hereto as Exhibit B, pursuant to which Developer will develop the
Premises.


 


C.           In connection
with, and as collateral for, a loan (the “Loan”) from Assignee to Assignor, Assignee has required an assignment
of the interest of Assignor in, to and under the Development Agreement under and pursuant to that certain Assignment and Subordination
of Development Agreement dated as of even date herewith, executed by and between Assignor and Assignee (the “Assignment”).


 


D.           Developer acknowledges
that the execution and delivery of this Consent is required by Assignee prior to making any disbursements of the Loan and, without
the execution and delivery of this Consent, Assignee will not make the Loan.


 


Agreement:


 


NOW, THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Developer hereby agrees as follows:


 


1.           Capitalized words
and phrases not otherwise defined herein shall have the meanings assigned to such terms in the Assignment.


 


2.           As of the date
hereof, the Development Agreement is in full force and effect and has not been amended or modified as of the date hereof.


 




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3.           The Junior Liabilities
and the Junior Liens are hereby subordinated to each and every one of the Note, the Security Deed, and the other Loan Documents
and the Senior Liens and all indebtedness, liabilities and obligations of any kind whatsoever (whether now existing or hereafter
arising and regardless of the aggregate amount thereof) owing by Assignor to Assignee with respect to the Property (collectively,
the “Senior Liabilities”). No default exists as of the date hereof with respect to the Junior Liabilities. The
payment of all Junior Liabilities shall be subordinated to the payment in full of all Senior Liabilities. No payment in respect
of any Junior Liabilities shall be made at any time on or after the date Developer has been notified by Assignee of any default
in the payment or performance of any of the Senior Liabilities (a “Senior Default”). If Developer receives any
such payment, the same shall be received in trust for Assignee and immediately turned over by Developer to Assignee.


 


4.           Developer hereby
consents to the foregoing Assignment by Assignor of the Development Agreement. Developer agrees that, if Assignee delivers written
notice to Developer that Assignee is exercising its rights under the Assignment: (i) Developer will continue at Assignee’s
direction to perform services for Assignee pursuant to and in accordance with the terms of the Development Agreement provided that
Assignee pays to Developer the fees due and performs the other obligations of Assignor in accordance with the Development Agreement
from and after the date such notice is given, irrespective of any contrary instructions, direction or requests from Assignor; (ii) Developer
will perform its obligations under the Development Agreement for Assignee notwithstanding any counterclaim, right of set-off, defense
or like right of Developer against Assignor or Assignor’s default under or breach of the Development Agreement and Assignee
shall not be liable for any act or omission of Assignor; and (iii) Assignee shall have the right, upon written notice to Developer
of same, to terminate the Development Agreement without premium or penalty and upon such termination, the Development Agreement
shall be of no further force and effect. The Development Agreement is currently in full force and effect.


 


5.           There exists
no default by Assignor or otherwise under the terms, covenants or provisions of the Development Agreement, nor any state of facts
which, with the giving of notice, passage of time or both, would constitute a default thereunder.


 


6.           Developer has
not assigned its interest in the Development Agreement and has no notice of any prior assignment, hypothecation or pledge of Assignor’s
interest under the Development Agreement.


 


7.           Developer hereby
agrees that, upon its receipt of a notice that there has been an Event of Default by Assignor under any of the documents evidencing
or securing the Loan, all accounts receivable in connection with the operation of the Premises and/or the proceeds thereof (including
all monies held by Developer under the Development Agreement) which would otherwise have been paid to Assignor thereunder shall
be paid to Assignee or as Assignee shall direct. However, nothing contained in the foregoing sentence shall prevent Developer from
making expenditures for expenses of operation, management fees and other fixed charges in accordance with the Development Agreement.


 


8.           No changes or
modifications shall be made to the Development Agreement, nor shall the Development Agreement be surrendered or cancelled by agreement
between Assignor and Developer, except pursuant to any termination rights specifically set forth in of the Development Agreement,
without the prior written consent of Assignee.


 




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9.           Assignee neither
assumes nor has any obligations to Developer to exercise its rights under the Assignment or to declare an Event of Default, but
the option to exercise such rights or declare an Event of Default rests in the sole and absolute discretion of Assignee. If Assignee
exercises its rights under the foregoing Assignment, Developer agrees that Assignee shall have no personal obligations or liabilities
to Developer under the Development Agreement or this Consent (Developer’s recourse being limited to Assignee’s interest
in the Premises).


 


10.         As of the date
hereof, Developer represents that it has no counterclaim, right of set-off, defense or like right against Assignor and that Developer
has been paid all amounts due under the Development Agreement.


 


11.         The statements
herein made shall be binding upon Developer, its successors and assigns, and shall inure to the benefit of Assignee and the benefit
of Assignee’s successors and assigns.


 


12.         Each entity,
person and/or officer executing this certification is duly empowered to do so on behalf of Developer.


 


[remainder of page intentionally left
blank]


 




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IN WITNESS WHEREOF,
Developer has caused this Consent to Assignment and Subordination of Development Agreement and Estoppel to be executed as of the
day and year first above written.


 


	 	DEVELOPER:
	 	 
	 	CDP DEVELOPER I, LLC, a Georgia limited liability company
	 	 
	 	By:   Catalyst Development Partners II, LLC, a  Georgia limited liability company, its Managing Member
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature Page – Consent to Assignment
and

Subordination of Development Agreement and Estoppel


 




     

     

    

 


EXHIBIT A


to


CONSENT TO ASSIGNMENT AND SUBORDINATION


OF DEVELOPMENT AGREEMENT AND ESTOPPEL


 


LEGAL DESCRIPTION OF
THE PREMISES


 




    	Exhibit A
 Page 1



     

    

 


EXHIBIT B


to


CONSENT TO ASSIGNMENT AND SUBORDINATION


OF DEVELOPMENT AGREEMENT AND ESTOPPEL


 


THE DEVELOPMENT AGREEMENT


 


[See
attached pages.]


 




    	Exhibit B
 Page 1