Exhibit 10.1


 





ASSIGNMENT AND ASSUMPTION OF INTERESTS


(BLD VOHL 6A-1, LLC)


 


THIS ASSIGNMENT AND
ASSUMPTION OF INTERESTS (this “Assignment”) is entered into as of December 31, 2016 (the “Effective
Date”), by and among Buffington Land Development, LLC, a Texas limited liability company (“Assignor”),
LD Equity, LLC, a Texas limited liability company (“Assignee”), United Development Funding, L.P., a Delaware
limited partnership (“UDF I”), United Development Funding III, LP, a Delaware limited partnership (“UDF
III”), and United Development Funding IV, a Maryland real estate investment trust (“UDF IV”).


 


WITNESSETH:


 


WHEREAS, BLD VOHL 6A-1,
LLC, a Texas limited liability company (“Conveyed Entity”) was formed and is existing pursuant to that certain
Company Agreement, dated April 24, 2013 (as amended from time to time, the “Governing Agreement”);


 


WHEREAS, Assignor is
the owner of 100% of the membership interests in Conveyed Entity (the “Interests”), and is the sole member of
Conveyed Entity;


 


WHEREAS, Assignor,
Assignee, UDF I, UDF III, and UDF IV are parties to, or affiliates of parties to, that certain Master Assignment Agreement, dated
effective as of the date hereof (the “Agreement”), which Agreement provides, in part, that Assignor will sell,
convey and assign the Interests to Assignee, as a designee;


 


WHEREAS, Assignor desires
to assign, and Assignee desires to accept an assignment of, all of Assignor’s right, title and interest in and to the Interests;


 


WHEREAS, Conveyed Entity
is indebted to UDF I pursuant to a loan agreement and related loan documents evidencing and securing a loan made by UDF I to Conveyed
Entity and certain of its affiliates (the “UDF I Loan”);


 


WHEREAS, Conveyed Entity
is indebted to UDF III pursuant to a loan agreement and related loan documents evidencing and securing a loan made by UDF III to
Conveyed Entity and certain of its affiliates (the “UDF III Loan”);


 


WHEREAS, in consideration
for the agreements made pursuant to the Agreement, as of the Effective Date, but immediately prior to the effectiveness of this
Assignment, (a) UDF I has agreed to forgive a portion of the UDF I Loan, and (b) UDF III has agreed to forgive a portion of the
UDF III Loan; and


 


WHEREAS, Conveyed Entity
is indebted to UDF IV pursuant to a mortgage loan agreement and related loan documents evidencing and securing a loan made by UDF
IV to Conveyed Entity (the “UDF IV Loan”), and this Assignment is made subject to the full outstanding amount
of the UDF IV Loan.


 


NOW, THEREFORE,
for and in consideration of the foregoing, the representations, warranties and covenants herein the receipt and sufficiency of
which is hereby acknowledged, and intending to be legally bound the parties hereto do hereby agree as follows:


 


1.       Assignment
of Interests. The Assignor hereby sells, assigns, transfers and conveys unto Assignee the Interests. Assignee hereby accepts
this assignment and transfer of the Interests.


 






     


     


    

 


2.       Governing
Agreement Amendment. The Governing Agreement is hereby amended to reflect the withdrawal of Assignor as the sole member, and
the admission of Assignee as the sole member, of Conveyed Entity.


 


3.       Books
and Records. The books and records of Conveyed Entity are deemed to have closed as of 11:59 p.m. on the Effective Date. Notwithstanding
this Assignment, Assignor and Assignee agree that Assignor is the owner of, and retains, all right, title and interest in and liability
for all items of income, gain, loss and deduction with respect to the Interests that actually occurred or accrued through and including
the Effective Date, including, without limitation, all discharge of indebtedness income resulting from the forgiveness of indebtedness
as provided in Paragraph 5. Assignee is the owner of all right, title and interest in and liability for all items of income, gain,
loss and deduction with respect to the Interests that actually occur or accrue after the Effective Date.


 


4.       Governing
Agreement Obligations. Assignee agrees to be bound by and accepts and adopts all the terms, conditions and provisions of, and
except as set forth in Paragraph 3 above agrees to assume all of Assignor’s liabilities, obligations and responsibilities
under, the Governing Agreement (as amended pursuant to Paragraph 2 above).


 


5.       Forgiveness
and Acknowledgment of Debt.


 


(a)       UDF
I represents that as of 12:01 a.m. on the Effective Date, the outstanding principal balance of the UDF I Loan was $30,880,857.16,
and $3,012,088.58 of interest was accrued and unpaid, for a total amount due to UDF I under the UDF I Loan of $33,892,945.74. As
of the Effective Date, but immediately prior to the effectiveness of this Assignment, UDF I forgives $33,442,945.74 (forgiving
all of the outstanding accrued but unpaid interest, plus $30,430,857.16 of principal), such that as of the effectiveness of this
Assignment, the outstanding balance of principal due under the UDF I Loan is $450,000.00. UDF I will report to the Internal Revenue
Service and to Assignor this forgiveness of indebtedness as appropriate or required under the Internal Revenue Code, and Assignor
agrees not to challenge the timing of the forgiveness indebtedness as being completed prior to the Assignment.


  


(b)       UDF
III represents that as of 12:01 a.m. on the Effective Date, the outstanding principal balance of the UDF III Loan was $112,521,174.66,
and $10,046,507.61 of interest was accrued and unpaid, for a total amount due to UDF III under the UDF III Loan of $122,567,682.27.
As of the Effective Date, but immediately prior to the effectiveness of this Assignment, UDF III forgives $122,117,682.27 (forgiving
all of the outstanding accrued but unpaid interest, plus $112,071,174.66 of principal), such that as of the effectiveness of this
Assignment, the outstanding balance of principal due under the UDF III Loan is $450,000.00. UDF III will report to the Internal
Revenue Service and to Assignor this forgiveness of indebtedness as appropriate or required under the Internal Revenue Code, and
Assignor agrees not to challenge the timing of the forgiveness indebtedness as being completed prior to the Assignment.


 


(c)       Assignor,
Assignee and UDF IV agree that the assignment of Interests effected by this Agreement is made subject to the full outstanding amount
of the UDF IV Loan. As of the Effective Date, the outstanding principal balance of the UDF IV Loan is $170,447.13, and $10,532.23
of interest is accrued but unpaid, for a total amount due to UDF IV under the UDF IV Loan of $180,979.36.


 






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6.       Successors
and Assigns. This Assignment shall inure to the benefit of and be binding upon the parties hereto and their respective successors
and assigns.


 


7.       Governing
Law. This Assignment shall be governed by, and construed under, the laws of the State of Texas.


 


8.       Effective
Date. This Assignment shall be effective as of the Effective Date (but following the forgiveness of indebtedness provided for
in Paragraph 5).


 


9.       Defined
Terms. All capitalized terms used but not defined herein have the meaning assigned to them in the Agreement.


 


10.       Counterparts.
This Assignment may be executed in one or more counterparts, each of which shall be deemed to be an original Assignment, but all
of which shall constitute but one and the same Assignment.


 


11.       Conflict.
In the event of a conflict between the terms of this Assignment and the Agreement, the terms of the Agreement shall control.


 


Remainder of page intentionally left
blank.


 


37104/197 – 483346.4


 


  




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IN WITNESS
WHEREOF, Assignor, Assignee, UDF I, UDF III, and UDF IV hereby execute and deliver this Assignment to be effective as of the Effective
Date.


 





	 	ASSIGNOR:	 
	 	 	 	 
	 	BUFFINGTON LAND DEVELOPMENT, LLC,	 
	 	a Texas limited liability company	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Thomas B. Buffington, Jr., its Vice President	 







 





 





	 	ASSIGNEE:	 
	 	 	 	 
	 	LD EQUITY, LLC,	 
	 	a Texas limited liability company	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name: 	 	 
	 	Title:	 	 







 


 




    	
Assignment and Assumption of Interests (BLD VOHL 6A-1, LLC)
Signature Page





     


    

 





	 	UDF I:	 
	 	 	 	 
	 	UNITED DEVELOPMENT FUNDING, L.P.,	 
	 	a Delaware limited partnership	 
	 	 	 	 
	 	By:	United Development Funding, Inc.	 
	 	Its:	General Partner	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name: 	 	 
	 	Title:	 	 




 


 





	 	UDF III:	 
	 	 	 	 
	 	UNITED DEVELOPMENT FUNDING III, LP,	 
	 	a Delaware limited partnership	 
	 	 	 
	 	By:	UMTH Land Development, L.P.	 
	 	Its:	General Partner	 
	 	 	 	 
	 	By:	UMT Services, Inc.	 
	 	Its:	General Partner	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name: 	 	 
	 	Title:	 	 




   


 





	 	UDF IV:	 
	 	 	 	 
	 	UNITED DEVELOPMENT FUNDING IV,	 
	 	a Maryland real estate investment trust	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name: 	 	 
	 	Title:	 	 




 


 






    	
Assignment and Assumption of Interests (BLD VOHL 6A-1, LLC)
Signature Page