ASSIGNMENT OF AGREEMENT FOR PURCHASE AND SALE

Exhibit 10.11

ASSIGNMENT OF AGREEMENT FOR PURCHASE AND SALE

THIS ASSIGNMENT OF AGREEMENT FOR PURCHASE AND SALE (this “Assignment”) is made and entered into as of the 23^rd day of February, 2012, by and between X’XXXXXXX ACQUISITIONS, LLC, a California limited liability company (“ODA”) and OD FDX MASSACHUSETTS, LLC, a Delaware limited liability company (“ODFM”), with respect to the following:

R E C I T A L S

A.        ODA and Hillside FXF, LLC, a Missouri limited liability company (“Seller”) entered into that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated November 21, 2011, as amended by that certain First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated January 12, 2011 [sic] (as amended, the “Purchase Agreement”), pursuant to which, among other things, Seller agreed to convey to Buyer the Property, which real property consists of that certain land and improvements located at land and improvements located at 000 Xxxxxxxx Xx., Xxxxxxxxxxxx, Xxxxxxxxxxxxx. Capitalized terms which are not expressly defined in this Assignment shall have the meaning given to them in the Purchase Agreement.

X.        XXX intends to convey all of its right title and interest under the Purchase Agreement to ODFM, and ODFM desires to accept such assignment and assume all duties and obligations of ODA thereunder.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.        Assignment. ODA hereby assigns all of its right, title and interest under the Purchase Agreement to ODFM. ODFM accepts such assignment and assumes all obligations and liabilities of ODA as the “Buyer” under the Purchase Agreement. Notwithstanding said assignment and assumption, ODA shall not be released of any obligations or liabilities under the Purchase Agreement.

2.        Indemnity. ODFM hereby agrees to indemnify, defend, and hold harmless ODA from and against any and all liability, cost, or expense which ODA may incur arising out of any default by ODFM in the performance of its obligations under the Purchase Agreement.

3.        Counterparts. This Assignment may be executed in counterparts or by facsimile or emailed signature, and so executed shall constitute one agreement binding on all parties.

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[SIGNATURE PAGE TO FOLLOW]

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

“ODA”				X’XXXXXXX ACQUISITIONS, LLC, a California limited liability company
				By:		/s/ Xxxxxxx X. X’Xxxxxxx
						Xxxxxxx X. X’Xxxxxxx, as Trustee of the DOD Trust dated August 29, 2002, its sole member
“ODFM”				OD FDX MASSACHUSETTS, LLC, a Delaware limited liability company
				By:		X’Xxxxxxx Strategic Industrial REIT Operating Partnership, LP, a Delaware limited partnership, its sole Member and Manager
						By:		X’Xxxxxxx Strategic Industrial REIT, Inc., a Delaware corporation, its sole General Partner
								By:		/s/ Xxxxxxx X. X’Xxxxxxx
										Xxxxxxx X. X’Xxxxxxx, its CEO and President

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