EX-10.8



 Exhibit 10.8 
 ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT 
 This ASSIGNMENT AND
ASSUMPTION OF PURCHASE AGREEMENT (this “Assignment”) is entered into between Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“Assignor”), and Landmark Apartment Trust of America Holdings, LP, a
Virginia limited partnership (“Assignee”), as of July 1, 2013. 
 RECITALS 

A. Pursuant to the terms of that certain Membership Interest Purchase Agreement, dated as of November 26, 2012, by and among
Assignor, Apartment Income and Growth Fund I, LLC (“Apartment Fund I”) and ADMG Partners LP, a Florida limited partnership (“ADMG Partners”), as amended by the First Amendment to Membership Interest Purchase Agreement, Second
Amendment to Membership Interest Purchase Agreement, Third Amendment to Membership Interest Purchase Agreement and Fourth Amendment to Membership Interest Purchase Agreement (as so amended to date, collectively, the “Purchase Agreement”),
Assignor agreed to purchase, and Apartment Fund I agreed to sell the Membership Interests (as such term is defined in the Purchase Agreement). 
 B. Assignor wishes to assign to Assignee, and Assignee wishes to assume from Assignor, all of Assignor’s right, title and interest, in, to and under the Purchase Agreement in exchange for cash and
other valuable consideration; provided, however, Assignor shall retain its interest in and to and all deposits under the Purchase Agreement (the “Deposit”). 
 NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants, agreements and undertakings of the parties set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: 
 1. Recitals. The above
recitals are incorporated herein by reference. 
 2. Representations. Assignor represents and warrants to Assignee that
(i) Assignor is the owner of all of the right, title and interests of Buyer (as defined in the Purchase Agreement) in, to and under the Purchase Agreement and the Deposit (collectively, the “Buyer’s Interest”) and has not
assigned or encumbered the Buyer’s Interest except pursuant to this Assignment , (ii) the Purchase Agreement is in full force and effect, (iii) Assignor is not in default under any provision of the Purchase Agreement, (iv) to the
best of Assignor’s knowledge, there is no default by the Seller (as defined in the Purchase Agreement) under the Purchase Agreement, (v) Assignor will execute such further assurances with respect to the Purchase Agreement as may be
reasonably requested by Assignee, and (vi) the Purchase Agreement has not been amended or modified except as described herein. 
 3. Assignment and Assumption. 
 (a) Subject to section 3(b) below, Assignor
hereby assigns all of its right, title and interest in, to and under the Purchase Agreement to Assignee as of the date hereof (the “Contract Rights Assignment”). Assignor shall have no further rights whatsoever under the Purchase
Agreement, except as provided below as to the Deposit. Assignee hereby accepts the foregoing assignment as of the date hereof, and assumes and agrees to perform all duties and obligations of Assignor under the Purchase Agreement which arise from and
after the date hereof, provided that neither Assignor nor Assignee shall have any liability whatsoever to each other in the event that Assignee fails or is unable to acquire the Property. 

  
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 (b) Notwithstanding the foregoing Contract Rights Assignments, Assignor hereby retains all
right, title and interest in and to the Deposit. In the event that the Deposit, or any portion thereof, is either returned to the Buyer or is credited to the purchase price under the Purchase Agreement, Assignee shall pay to Assignor, in the case of
such return or credit, in cash, an amount equal to the Deposit or such amount thereof as has been returned and/or credited to the purchase price. 
 4. Consideration. Assignee will pay to Assignor Ten Dollars ($10.00) in exchange for the Contract Rights Assignment. 
 5. Indemnification. Assignor agrees to defend and hold Assignee free and harmless from any and all losses, liabilities, obligations, debts and expenses first arising under or with respect to the
Purchase Agreement prior to the date hereof. Assignee agrees to defend and hold Assignor free and harmless from any and all losses, liabilities, obligations, debts and expenses first arising under or with respect to the Purchase Agreement on or
after the date hereof. 
 6. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of
the parties hereto and their successors and assigns. 
 5. Counterparts. This Assignment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission. The signature page of any counterpart may be
detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto. 
 6. Governing Law. This Assignment shall be governed by the laws of the State of Delaware. 
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 This Assignment and Assumption of Purchase Agreement is executed as an instrument under seal
of the date set forth above. 
  

							
	ASSIGNOR:
	
	Elco Landmark Residential Holdings LLC,
a Delaware limited liability company
		
	By:	 	JLCo, LLC, its manager
			
		 	By:	 	 /s/ Elizabeth Truong

		 		 	Name:	 	Elizabeth Truong
		 		 	Title:	 	Authorized Signatory
	
	ASSIGNEE:
	
	Landmark Apartment Trust of America, LP,
a Virginia limited partnership
		
	By:	 	Landmark Apartment Trust of America, Inc.,
		 	its general partner
			
		 	By:	 	 /s/ Stanley J. Olander, Jr.

		 		 	Name:	 	Stanley J. Olander, Jr.
		 		 	Title:	 	Chief Executive Officer


 Signature to Contract Assignment from ELRH to LATA