Exhibit 10.5


 


ASSIGNMENT AND ASSUMPTION OF PURCHASE
AND SALE AGREEMENT


 


THIS ASSIGNMENT
AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this “Assignment”) is executed as of May 15, 2015 (the
“Effective Date”), by and between Lightstone Acquisitions V LLC, a Delaware limited liability company (“Assignor”),
and LVP CY Durham LLC, a Delaware limited liability company (“Assignee”).


 


WITNESSETH:


 


WHEREAS, AWH-BP
Durham Hotel, LLC, a Delaware limited liability company (“Seller”), and Assignor are parties to that certain
Purchase and Sale Agreement dated as of March 12, 2015, as amended by the First Amendment to Purchase and Sale Agreement dated
as of April 13, 2015, a true and correct copy of which is attached hereto as Exhibit A and is made part hereof (collectively,
“Agreement”), pursuant to which Seller has agreed to sell and Assignor has agreed to purchase the Courtyard
by Marriott located at 1815 Front Street, Durham, North Carolina 27705; and


 


WHEREAS, Assignor
desires to assign to Assignee all of its right, title and interest in and to the Agreement and Assignee desires to accept all of
Assignor’s right, title and interest in and to the Agreement and assume Assignor’s obligations under the Agreement.


 


NOW THEREFORE,
in consideration of the above recitals incorporated herein and the mutual promises and covenants contained herein and other good
and valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound hereby, Assignor and
Assignee agree as follows:


 


1.          Assignment
and Assumption of Agreement. Assignor hereby assigns, transfers and conveys to Assignee all of Assignor’s right, title,
interest in, and delegates to Assignee all of Assignor’s duties, undertakings, agreements, obligations and covenants under,
the Agreement, and Assignee hereby accepts such assignment, transfer and conveyance of the Agreement, and hereby assumes and agrees
to be bound by and to perform and observe, on a joint and several basis with Assignor, all of the duties, undertakings, agreements,
obligations and covenants under the Agreement that are to be performed by Assignor thereunder in accordance with the terms of the
Agreement, including without limitation obligations that may arise due to conditions existing prior to the Effective Date; provided,
however, that the foregoing assignment and assumption shall not relieve Assignor from any of its obligations under the Agreement.


 


2.          Representations
and Warranties. (i) Assignor represents and warrants to Assignee that Assignor has full power, authority and right to execute
and deliver this Assignment; and (ii) Assignee represents and warrants to Assignor that Assignee has full power, authority and
right to execute and deliver this Assignment.


 




     


     


    

 


3.          Reliance.
This Assignment may be relied upon as conclusive proof that the Agreement has been assigned to Assignee.


 


4.          Further
Assurances. Assignor and Assignee each covenants and agrees to hereafter execute and acknowledge any and all agreements, contracts,
leases, licenses, applications, verifications and such other additional instruments and documents as may be reasonably requested
by the other party hereto in furtherance of this Assignment or to carry out the intent hereof.


 


5.          Successors
and Assigns. This Assignment shall be binding upon and inure to the benefit of the successors and assigns of Assignor and Assignee.


 


6.          Counterparts.
This Assignment may be executed in one or more counterparts, and by facsimile signature, each of which shall be deemed an original
and all of which, taken together, shall be construed as a single instrument.


 


[Signatures appear on following pages]


 




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IN WITNESS WHEREOF,
the parties hereto have executed this Assignment as of the date first above set forth.


 


	 	ASSIGNOR:
	 	 
	 	LIGHTSTONE ACQUISITIONS V
	 	LLC, a Delaware limited liability company
	 	 
	 	By:	/s/ Joseph E. Teichman
	 	 	Joseph E. Teichman, Executive Vice
	 	 	President
	 	 	 
	 	ASSIGNEE:
	 	 
	 	LVP CY DURHAM LLC, a Delaware
	 	limited liability company
	 	 	 
	 	By:	/s/ Joseph E. Teichman
	 	 	Joseph E. Teichman, Executive Vice
	 	 	President


 




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