Exhibit 10.83





 


MEMBERSHIP INTEREST PURCHASE AGREEMENT


 


THIS MEMBERSHIP INTEREST
PURCHASE AGREEMENT (this "Agreement") is entered into as of the 31 day of December, 2013, but effective as of the Effective
Time (as defined below), by and between BR/CDP UCFP VENTURE, LLC, a Delaware limited liability company ("Purchaser")
and CATALYST DEVELOPMENT PARTNERS II, LLC, a Georgia limited liability company ("Seller").


 


RECITALS:


 


A.
Seller is the owner of 100% of the Membership Interests (the "Membership Interest") in UCFP Owner, LLC, a Delaware
limited liability company (the "Company").


 


B. Seller desires to
sell the Membership Interest to Purchaser, and Purchaser desires to purchase the Membership Interest from Seller, in each case,
subject to and upon the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, Company and Seller hereby agree as follows:


 


ARTICLE 1:
PURCHASE AND SALE


 


1.1 Purchase and
Sale of Membership Interest. Subject to the terms and conditions of this Agreement, at the Closing (as defined herein), Purchaser
will purchase from Seller, free and clear of all liens, claims, charges, options and encumbrances
of any nature (collectively, "Encumbrances") , all right, title and interest in and to the Membership Interest.


 


1.2 Purchase
Price.


 


(a)          The
purchase price (the "Purchase Price") to be paid by Purchaser to Seller for the Membership Interest shall be the sum
of $10.00 in cash.


 


(b)          The
parties acknowledge and agree that the Purchase Price includes any and all amounts to which Seller would otherwise be entitled
with respect to cash distributions paid or payable by the Company, and that, from and after Closing, Seller shall not have any
right to receive any additional cash distributions from the Company, regardless of whether such distributions occur on, prior to
or subsequent to the Effective Time.


 


1.3 Closing.
The closing of the transactions contemplated herein (tl1e "Closing'')
shall take place simultaneously with the execution hereof. At Closing: (a) Purchaser shall deliver to Seller cash in the amount
of the Purchase Price via check or wire transfer of immediately available funds; and (b) Seller shall sign and deliver to Purchaser
an Assignment of Membership Interest in the form attached hereto
as Exhibit A.


 


1.4
Effective Time. Notwithstanding the date of Closing, the parties agree that the Closing shall be effective for all
purposes as of 11:59 pm on December 31, 2013 (the "Effective Time"), and that Seller shall withdraw as a Member of the
Company as of the Effective Time.


 




    	 



    	 



    

  


ARTICLE 2: REPRESENTATIONS AND WARRANTIES;
INDEMNIFICATION


 


2.1
Seller’s Representations and Warranties. As a material inducement to Purchaser to execute this Agreement and
consummate this transaction, Seller represents and warrants to Purchaser, as of the date hereof and as of the Effective Time, that:
(a) Seller owns the Membership Interest free and clear of all Encumbrances; (b) it is transferring the Membership Interest to Purchaser
free and clear of all Encumbrances; (c) no other person or entity has any right or option to purchase the Membership Interest or
to consent to or approve the sale of the Membership Interest; and (d) this Agreement has been duly executed and delivered by Seller,
and, upon due execution and delivery by Purchaser, this Agreement will be a valid and binding agreement of Seller, enforceable
against Seller in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, and the
relief of debtors and principles of equity.


 


2.2 Indemnification.
Seller shall indemnify, defend and hold Purchaser harmless from all loss, liability, cost or expense (including, but not limited
to, reasonable attorneys' fees and court costs), damages, liens, claims, actions and causes of action arising or resulting from
or relating to Seller's breach of any of the foregoing representations and warranties or any of the covenants and agreements of
Seller contained herein.


 


ARTICLE 3: MISCELLANEOUS


 


3.1
Parties Bound. Except as set fo1th herein, no patty may assign this Agreement without the prior written consent of
all other patties, and any such prohibited assignment shall be void. No assignment shall relieve the assigning party from any liability
hereunder, whether arising before or after such assignment. Subject to the foregoing, this Agreement shall be binding upon and
inure to the benefit of the respective legal representatives, successors, assigns, heirs, and devisees of the patties.


 


3.2
Governing Law. This Agreement shall, in all respects, be governed, construed, applied, and enforced in accordance
with the internal. laws of the State of Georgia.


 


3.3
Entirety and Amendments. This Agreement embodies the entire agreement between the parties and supersedes all prior
agreements and understandings relating to the subject matter hereof. This Agreement may be amended or supplemented only by an instrument
in writing executed by the party against whom enforcement is sought.


 


3.4  Execution
in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,
and all of such counterparts shall constitute one Agreement.


 


[Signatures appear on following page]


 




    	 



    	 



    

  


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on the day and year written above.


 


	 	SELLER:
	 	 
	 	CATALYST DEVELOPMENT PARTNERS II,
	 	LLC, a Georgia limited liability company


 


	 	By:	/s/ Robert G. Meyer	 
	 	Name:	Robert G. Meyer	 
	 	Its:	Manager	 


 


	 	PURCHASER:
	 	 
	 	BR/CDP UCFP VENTURE, LLC, a Delaware
	 	limited liability company


 


	 	By:	CDP UCFP Developer, LLC, a
	 	 	Georgia limited liability company, a Manager


 


	 	 	By:	Catalyst Development
	 	 	 	Partners II, LLC, a Georgia
	 	 	 	limited liability company,
	 	 	 	its Manager


 


	 	 	 	By:	/s/ Robert G. Meyer
	 	 	 	Name:	Robert G. Meyer
	 	 	 	Its:	Manager


 




    	 



    	 



    

  


EXHIBIT A


 


See attached.


 




    	 



    	 



    

  


ASSIGNMENT OF MEMBERSHIP INTEREST


 


THIS ASSIGNMENT, is made as of the 31st
day of January, 2014, by CATALYST DEVELOPMENT PARTNERS II, LLC, a Georgia limited liability company ("Assignor") in favor
of BR/CDP UCFP VENTURE, LLC, a Deleware limited liability company ("Assignee").


 


FOR GOOD AND VALUABLE CONSIDERATION, the
receipt and sufficiency of which are hereby acknowledged by Assignor, Assignor does hereby assign and convey unto Assignee all
of Assignor's entire limited liability company membership interest in UCFP Owner, LLC, a Delaware limited liability company (the
"Assigned Interest"). Assignor hereby represents and warrants to Assignee that the Assigned Interest is being assigned
and conveyed to Assignee free and clear of all liens, claims or encumbrances of any nature.


 


	 	ASSIGNOR:
	 	 
	 	CATALYST DEVELOPMENT PARTNERS II,
	 	LLC, a Georgia limited liability company


 


	 	By: 	/s/ Robert G. Meyer	 
	 	Name: 	Robert G. Meyer	 
	 	Its: 	Manager