EXHIBIT 10.8


 


ASSIGNMENT AND ASSUMPTION
OF PURCHASE AND SALE AGREEMENT


 


THIS ASSIGNMENT
AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this “Assignment”) is made as of November 27, 2018 (the “Effective
Date”), by and between (i) LIGHTSTONE ACQUISITIONS VI LLC, a Delaware limited liability company (“Assignor”),
and (ii) LVP BH WESTMONT LLC, a Delaware limited liability company (“Assignee”).


 


WITNESSETH:


 


WHEREAS, PBH
Stone Crest LLC (“Seller”), and Assignor are parties to that certain Purchase and Sale Agreement dated as of
August 16, 2018 as may have been amended from time to time, (the “Agreement”), pursuant to which Seller has
agreed to sell and Assignor has agreed to purchase the following multifamily apartment community commonly known as the “Axis
at Westmont Apartments” (“the Property”) located in Westmont, Illinois; 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,
as provided in this Assignment.


 


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 and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby,
Assignor and Assignee agree as follows:


 


1.          Assignment
and Assumption of Agreement. Pursuant to Section 15.18 of the Agreement, Assignor hereby assigns, transfers and conveys
to Assignee all of Assignor’s right, title and interest in, and delegates to Assignee all of Assignor’s duties,
undertakings, agreements, obligations and covenants under, the Agreement with respect to The Property, and Assignee hereby
accepts such assignment, transfer and conveyance of the Agreement with respect to The Property, 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 with respect to The Property that are to be performed by Assignor thereunder in accordance with the terms of the
Agreement.


 


Assignor acknowledges that, in
accordance with Section 15.18 of the Agreement, the foregoing assignments do no relieve Assignor from its liability 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 such 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 as provided herein.


 


4.          Further
Assurances. Assignor and Assignee each covenant and agree 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.          Governing
Law. This Assignment shall be governed by the laws of the State of Illinois, without regard to its conflict of laws principles.


 


7.          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 page.]


 






    	 



     


    

 


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


 


	 	ASSIGNOR:
	 	 
	 	LIGHTSTONE ACQUISITIONS VI LLC,

                    a Delaware limited liability company

	 	 	 
	 	By:	 
	 	Name:	Joseph E. Teichman
	 	Title:  	Executive Vice President
	 	 	 
	 	ASSIGNEE:
	 	 
	 	LVP BH WESTMONT LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:	Joseph E. Teichman
	 	Title:  	Executive Vice President,  General
	 	 	Counsel and Secretary