ASSIGNMENT OF PURCHASE AGREEMENT

Exhibit 10.4

ASSIGNMENT OF PURCHASE AGREEMENT

THIS ASSIGNMENT OF PURCHASE AGREEMENT is made and entered into as of this 5^th day of June, 2015 by and between XXXXXX VALIDUS PROPERTIES II, LLC, a Delaware limited liability company (“Assignor”), and HCII-110 EAST MEDICAL CENTER BLVD., LLC, a Delaware limited liability company (“Assignee”).

RECITALS

A. Assignor is the Purchaser under that certain Purchase Agreement made by and between WEBSTER REHAB, LP, a Texas limited partnership (“Seller”) and XXXXXX VALIDUS PROPERTIES, LLC, a Delaware limited liability company (“Purchaser”) having an effective date of April 30, 2014, as amended by that certain Amendment to Purchase Agreement made between Seller and Purchaser, dated May     , 2014, as assigned by that certain Assignment of Purchase Agreement made by and among Seller, Purchaser as Assignor, and XXXXXX VALIDUS PROPERTIES II, LLC, a Delaware limited liability company as the Assignee, dated October 13, 2014 (collectively, the “Agreement”), relative to certain Real Property, Improvements, Intangible Property and Personal Property (as defined in the Agreement), located or necessary for the operations of the premises located at 000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxx (the “ Property”).

B. Assignor wishes to assign to Assignee all of its rights under the Agreement in return for Assignee’s agreement to assume all of Assignor’s obligations under the Agreement.

NOW, THEREFORE, for valuable consideration to Assignor in hand paid by Assignee, the receipt and sufficiency of which are hereby acknowledged by Assignor, the parties agree as follows:

Assignor does hereby sell, assign, transfer and deliver unto Assignee all of Assignor’s right, title and interest in and to the Agreement (including, without limitation, the rights of Assignor in all deposit monies paid by Assignor under the Agreement) regarding and relating to the Property which is the subject of the Agreement.

Assignee, by the acceptance hereof, hereby assumes all rights and obligations of Assignor as Purchaser under the Agreement and agrees to be bound by all of the terms and conditions of the Agreement.

[Signature page follows]

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

WITNESSES:				ASSIGNOR:
				Xxxxxx Validus Properties II, LLC, a Delaware limited liability company
		/s/ Xxxxxx Xxxxxx
Print Name:		Xxxxxx Xxxxxx		By:		/s/ Xxxxxxx Xxxxxxxx
				Name:		Xxxxxxx Xxxxxxxx
				Its:		Vice President
		/s/ Xxxxx Xxxx
Print Name:		Xxxxx Xxxx
WITNESSES:				ASSIGNEE:
				HCII-110 East Medical Center Blvd., LLC, a Delaware limited liability company
				By:		Xxxxxx Validus Operating Partnership II, LP, a Delaware limited partnership, Its Sole Member
		/s/ Xxxxxx Xxxxxx				By:		Xxxxxx Validus Mission Critical REIT II, Inc.,
Print Name:		Xxxxxx Xxxxxx						a Maryland corporation, Its General Partner
		/s/ Xxxxx Xxxxxx
Print Name:		Xxxxx Xxxxxx						By:		/s/ Xxxx X. Xxxxxx
								Name:		Xxxx X. Xxxxxx
								Its:		CEO

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