Exhibit
10.4
THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF PURCHASE AND
SALE (this “ Assignment ”) is entered into
as of the 4th day of October, 2010, by and between WELLS CORE
OFFICE INCOME OPERATING PARTNERSHIP, L.P., a Delaware limited
partnership (“ Assignor ”) and WELLS CORE REIT
– ROYAL RIDGE V, LLC, a Delaware limited liability company
(“ Assignee ”).
RECITALS
WHEREAS , Assignor, as “Buyer”, has entered into
that certain Agreement of Purchase and Sale dated as of
August 5, 2010, as amended by that certain First Amendment to
Agreement of Purchase and Sale dated as of September 7, 2010,
that certain Second Amendment to Agreement of Purchase and Sale
dated as of September 14, 2010, that certain Third Amendment
to Agreement of Purchase and Sale dated as of September 21,
2010, that certain Fourth Amendment to Agreement of Purchase and
Sale dated as of September 28, 2010 and that certain Fifth
Amendment to Agreement of Purchase and Sale dated as of
October 1, 2010 (as amended, the “ Purchase
Agreement ”) with BREOF BNK3A ROYAL RIDGE LP, a Delaware
limited liability company, with respect to the purchase and sale of
certain real property located in the City of Irving, County of
Dallas and State of Texas as more particularly described in the
Purchase Agreement.
WHEREAS , pursuant to Section 15.8 of the Purchase
Agreement, Assignor wishes to assign, and Assignee wishes to accept
assignment of, and to assume, all of Assignor’s rights and
obligations under the Purchase Agreement.
NOW, THEREFORE , in consideration of Ten and 00/100 ($10.00)
Dollars, and other good and valuable consideration, the receipt and
legal sufficiency of which is hereby acknowledged, Assignor hereby
assigns to Assignee all of Assignor’s right, title and
interest in and to the Purchase Agreement and Assignee accepts the
foregoing assignment and assumes the obligations of Assignor under
the Purchase Agreement.
-Signature Page Follows-
IN WITNESS WHEREOF , the parties have each caused their duly
authorized representatives to execute this Assignment, on behalf
of, and as the act of, Assignor and Assignee, respectively, for the
purposes set out herein.
