INSTRUMENT OF ASSIGNMENT AND
ASSUMPTION
INSTRUMENT OF ASSIGNMENT AND
ASSUMPTION (this “
Agreement ”), dated this 9th day of January, 2009,
between SERIES B, LLC, an Arizona limited liability company
(“ Assignor ”), as assignor, having an address
2555 East Camelback Road, Suite 400, Phoenix, AZ 85016, and
COLE REIT III OPERATING PARTNERSHIP, LP, a Delaware limited
partnership (“ Assignee ”), as assignee, having
an address at 2555 East Camelback Road, Suite 400, Phoenix, AZ
85016.
WHEREAS , Assignor owns 100% of the membership interests
(the “ Interests ”) in Cole WG Fredericksburg
VA, LLC, a Delaware limited liability company (“WG
Fredericksburg VA”); and
WHEREAS , Assignor and Assignee are entering into this
Agreement to evidence and confirm the transfer and assignment of
the Interests from Assignor to Assignee, and the assumption by
Assignee of the obligations and responsibilities attendant thereto,
all from and after the date hereof.
NOW, THEREFORE , for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Assignor
hereby transfers, assigns and conveys to Assignee, its successors
and assigns forever, the Interests from and after the date
hereof.
TO HAVE AND
TO HOLD , unto Assignee,
its successors and assigns, forever.
Assignor makes no representation or warranty,
express or implied, in fact or by law, with respect to the assets
being conveyed hereunder, except as represented and warranted by
Assignor in the Purchase and Sale Agreement, dated as of
January 9, 2009, between Assignor and Assignee (the
Purchase Agreement ”), subject to the conditions and
limitations set forth therein.
Assignee hereby accepts such transfer,
assignment and conveyance and assumes all of
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