Moody National REIT II, Inc. 8-K


 


Exhibit 10.2


 


ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF
PURCHASE AND SALE


 


THIS ASSIGNMENT AND ASSUMPTION
OF AGREEMENT OF PURCHASE AND SALE (this “Assignment”), is made and entered into as of the 24th day of May, 2016,
by and between MOODY NATIONAL REIT II, INC., a Maryland corporation (“Assignor”), Moody
National YALE-SEaTTLE Holding, LLC, a Delaware limited liability company (“Fee Owner”) and MOODY NATIONAL
YALE-SEaTTLE MT, LLC, a Delaware limited liability company (“Master Tenant”,
Fee Owner and Master Tenant are collectively referred to herein as “Assignee”).


 


W I T N E S S E T H :


 


WHEREAS, Assignor, as successor-in-interest
to Moody National Companies, L.P., entered into that certain Agreement of Purchase and Sale for the purchase and sale of the land
and the improvements located at 1800 Yale Avenue, Seattle, Washington (“Hotel Site”) dated as of October 26,
2015 (as amended, modified and supplemented, the “Agreement”). Any terms not defined herein shall have the meaning
as set forth in the Agreement.


 


WHEREAS, Assignor now wishes
to assign all of its right, title and interest under the Agreement in and to the Property, excluding the Hotel Agreements (the
“Primary Property”), to Fee Owner, and Fee Owner desires to assume and perform the obligations of Assignor as
Purchaser under the Agreement, with respect to the Primary Property.


 


WHEREAS, Assignor now wishes
to assign all of its right, title and interest as Purchaser under the Agreement in and to Hotel Agreements to Master Tenant, and
Master Tenant desires to assume and perform the obligations of the Assignor as purchaser under the Agreement, with respect to the
Hotel Agreements.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor, Fee Owner and Master Tenant
hereby agree as follows:


 


1.          Assignment to
Fee Owner. Assignor does hereby SELL, GRANT, ASSIGN, TRANSFER, CONVEY, RELINQUISH AND SET OVER unto Fee Owner all of Assignor’s
right, title and interest in and to the Primary Property.


 


2.          Assignment to
Master Tenant. Assignor does hereby SELL, GRANT, ASSIGN, TRANSFER, CONVEY, RELINQUISH AND SET OVER unto Master Tenant all of
Assignor’s right, title and interest in and to the Hotel Agreements.


 


3.          Assumption by
Assignee. Assignee, hereby accepts the foregoing assignment, agrees to jointly and severally assume and perform all the duties
and obligations to be performed by the Purchaser under the Agreement therein mentioned to the same extent as if Assignee had originally
been named as the Purchaser in that Agreement, and to indemnify and hold Assignor harmless for any liability for performance or
nonperformance of the duties and obligations assumed by Assignee.


 


4.          Governing Law.
This Agreement shall be governed by, and be construed in accordance with, the laws of the State of Washington.


 






    


     


    




 


5.          Counterparts.
To facilitate execution, this Assignment may be executed in as many counterparts as may be required. It shall not be necessary
that the signature on behalf of both parties hereto appear on each counterpart hereof. All counterparts hereof shall collectively
constitute a single agreement.


 


6.          Entire Agreement.
This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.


 


[Signature page follows.]


 






    


     


    

 








IN WITNESS WHEREOF, the parties hereto
have executed and delivered this Assignment as of the date and year first above written.


 








	 	ASSIGNOR:	 
	 	 	 
	 	MOODY NATIONAL REIT II, INC., 	 
	 	a Maryland corporation	 



 


	 	By:	/s/ Brett C. Moody
	 	Name: 	Brett C. Moody
	 	Title: 	CEO



 


	 	FEE OWNER:	 
	 	 	 
	 	Moody National YALE-SEATTLE

Holding, LLC, a Delaware limited liability company	 
	 	 	 






	 	By:	/s/ Brett C. Moody
	 	Name: 	Brett C. Moody
	 	Title: 	President



  


	 	MASTER TENANT:	 
	 	 	 
	 	MOODY NATIONAL YALE-SEATTLE
MT, LLC, a

Delaware limited liability company	 



  


	 	By:	/s/ Brett C. Moody
	 	Name: 	Brett C. Moody
	 	Title: 	President