Assignment and Assumption of Purchase and Sale Agreement, dated November 27, 2018, by and between LVP BH Westmont LLC and Lightstone Acquisitions VI LLC

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.