Exhibit 10.12


 


ASSIGNMENT AND ASSUMPTION OF PURCHASE
AND SALE AGREEMENT


 


THIS ASSIGNMENT AND
ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this “Assignment”) is executed as of October 6, 2016 (the “Effective
Date”), by and between LIGHTSTONE ACQUISITIONS LLC, a Delaware limited liability company (“Assignor”),
and LVP SBS AUSTIN LLC, a Delaware limited liability company(“Assignee”).


 


WITNESSETH:


 


WHEREAS, Excel Austin
183 LLC (“Seller”) and Assignor are parties to that certain Purchase and Sale Agreement dated as of April 21,
2016, as amended (as amended, the “Agreement”), pursuant to which Seller has agreed to sell and Assignor has
agreed to purchase the hotel known as the “Staybridge Suites Austin Northwest” located at 13087 US-183, Austin, Texas
78750; and


 


WHEREAS, Assignor desires
to assign to Assignee (which is an Affiliate of Assignor) 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 the Agreement. Pursuant to Section 15.3 of the 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 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. Assignor
shall continue to remain primarily liable under the Agreement until the Closing under the Agreement.


 


2.          Representations
and Warranties. Assignor represents and warrants to Assignee that Assignor has full power, authority and right to execute and
deliver this Assignment. 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 LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Joseph
    E. Teichman
	 	 	Joseph E. Teichman, Executive Vice
    President
	 	 	 
	 	ASSIGNEE:
	 	 
	 	LVP SBS AUSTIN LLC, 
	 	a Delaware limited
    liability company
	 	 	 
	 	By:	/s/ Joseph
    E. Teichman
	 	 	Joseph E. Teichman, Executive Vice President


 






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