ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

ASSIGNMENT AND ASSUMPTION
OF
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (this “Assignment”) dated as of June 25, 2010, is made and entered into by and between XXXXX & XXXXX EQUITY ADVISORS, LLC, a Delaware limited liability company (“Assignor”), and G&E XX XXXX XX ST. XXXXXXX XXXXXXXXX MOB, LLC, a Delaware limited liability company (“Assignee”), with reference to the following Recitals:

RECITALS

A. Assignor, as Xxxxx & Xxxxx Equity Advisors, LLC, is “Buyer” under that certain Purchase and Sale Agreement and Joint Escrow Instructions effective as of May 25, 2010 (as the same may be amended, the “Purchase Agreement”), by and between Assignor and Xxxxxxx MBL Investors, LP, a Texas limited partnership, wherein Assignor agreed to purchase certain real property commonly known as the St. Xxxxxxx Medical Office Building, situated in Cleveland, Ohio, as more particularly described in the Purchase Agreement, on the terms and conditions set forth in the Purchase Agreement.

B. Assignor desires to assign and transfer to Assignee, and Assignee desires to assume from Assignor, all of Assignor’s right, title, claim and interest in, to and under the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing Recitals (which are incorporated herein by this reference) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

AGREEMENT

1. Assignment; Assumption. Assignor hereby assigns and transfers to Assignee all of Assignor’s right, title, claim and interest as “Buyer” or otherwise in, to and under the Purchase Agreement. By executing this Assignment, Assignee hereby accepts such assignment and expressly agrees to assume and be bound by all of the provisions of the Purchase Agreement from and after the date hereof.

2. Successors and Assigns. This Assignment shall inure to the benefit of, and be binding upon, the successors, executors, administrators, legal representatives and assigns of the parties hereto.

3. Counterparts. This Assignment may be executed in any number of counterparts with the same effect as if all of the parties had signed the same document. All counterparts shall be construed together and shall constitute one agreement.

[Signatures on next page]IN WITNESS WHEREOF, the parties have caused this Assignment to be executed by their duly authorized representatives as of the date first written above.

ASSIGNOR:

XXXXX & XXXXX EQUITY ADVISORS, LLC,
a Delaware limited liability company

By: /s/ Xxxxxxx X. Xxxxxx
Name: Title:		Xxxxxxx X. Xxxxxx President and Chief Executive Officer

ASSIGNEE:

G&E XX XXXX XX ST. XXXXXXX XXXXXXXXX MOB, LLC,
a Delaware limited liability company

By: /s/ Xxxxx Xxxxxx
Name: Title:		Xxxxx Xxxxxx Authorized Signatory