Exhibit 10.5


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


THIS ASSIGNMENT AND
ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of the 31st day of January, 2017, by and among REIT
COVE LLC, a Delaware limited liability company (“Assignor”), REIT III COVE LLC, a Delaware limited liability
company (“REIT III”), and REIT IV COVE LLC, a Delaware limited liability company (“REIT IV”,
and together with REIT III, collectively, the “Assignees”).


 


Unless otherwise defined
herein, capitalized terms in this Agreement shall have the same meaning ascribed to them in the Purchase Agreement (as defined
below).


 


RECITALS


 


A.             Assignor has
entered into that certain Agreement of Sale and Purchase (Membership Interests) dated as of September 29, 2016 (the “Purchase
Agreement”) by and among Assignor, RP Cove, L.L.C., a Delaware limited liability company (“Rockpoint”),
and Maximus Cove Investor LLC, a Delaware limited liability company, pursuant to which Assignor agreed to purchase from Rockpoint,
and Rockpoint agreed to sell to Assignor, the Assigned Company Membership Interests (as defined in the Purchase Agreement).


 


B.            Assignor desires
to assign to the Assignees, and the Assignees wish to assume from Assignor, all of Assignor’s rights and obligations under
and incident to the Purchase Agreement.


 


NOW THEREFORE, for Ten
Dollars ($10.00) and other good and valuable consideration, Assignor and the Assignees agree as follows, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.           Assignment
by Assignor to the Assignees. Pursuant to and in accordance with Section 10.4 of the Purchase Agreement, Assignor hereby assigns
to the Assignees all of Assignor’s rights, obligations, title and interest in, to and under the Purchase Agreement. Each
Assignee is controlled, directly or indirectly, by David Lichtenstein.


 


2.           Assumption
by the Assignees. The Assignees hereby accept the foregoing assignment and assume all of Assignor’s rights, obligations,
title and interest in, to and under the Purchase Agreement and shall be jointly and severally responsible for the due performance
and observance of all agreements, covenants, conditions, provisions and obligations to be performed and observed by Assignor under
the Purchase Agreement whether arising or accruing before, as of or after the date hereof. Upon the Closing (pursuant to and in
accordance with the terms and conditions of the Purchase Agreement), (i) Rockpoint shall assign to REIT III, and REIT III shall
assume from Rockpoint, fifty percent (50%) of the Assigned Company Membership Interests, and (ii) Rockpoint shall assign to REIT
IV, and REIT IV shall assume from Rockpoint, the remaining fifty percent (50%) of the Assigned Company Membership Interests.


 


3.           Binding Effect.
This Assignment shall be binding upon the successors and assigns of the parties. 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.


 




     


     


    

  


4.           Governing Law.
This Assignment shall be governed by and construed in accordance with the substantive internal laws of the State of New York without
regard to the principles of conflicts of laws.


 


5.           Counterparts.
This Agreement may be executed in multiple counterparts, each of which constitutes an original but all of which taken together
constitute one and the same Agreement.


 


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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


 


	 	ASSIGNOR:
	 	 
	 	REIT
    COVE LLC,
	 	a Delaware
    limited liability company
	 	 
	 	By:	/S/
    Joseph E. Teichman
	 	 	Name:   Joseph E. Teichman 
	 	 	Title:     Executive Vice President


 


	 	ASSIGNEES:
	 	 
	 	REIT
    III COVE LLC,
	 	 a Delaware limited liability company
	 	 
	 	By:	/s/
    Joseph E. Teichman
	 	 	Name:   Joseph
    E. Teichman 
	 	 	Title:     Executive
    Vice President


 


	 	REIT
IV COVE LLC,
	 	 a Delaware limited liability company
	 	 
	 	By:
    	/s/
    Joseph E. Teichman
	 	 	Name:  Joseph E. Teichman
	 	 	Title:    Executive Vice
    President


  


[Signature
Page to Assignment and Assumption Agreement]