ASSIGNMENT OF PURCHASE AGREEMENT

Exhibit 10.2

ASSIGNMENT OF PURCHASE AGREEMENT

THIS ASSIGNMENT OF PURCHASE AGREEMENT is made and entered into as of this 14 day of May, 2014, by and between XXXXXX VALIDUS PROPERTIES, LLC, a Delaware limited liability company (“Assignor”), and DC-505 NORTH RAILROAD AVENUE, LLC, a Delaware limited liability company (“Assignee”).

RECITALS

A. Assignor is the Purchaser under that certain Purchase Agreement made by and between Ascent CH2, LLC, a Delaware limited liability company, as Seller, and Assignor, having an effective date of April 7, 2014 (the “Agreement”) relative to certain real property, together with Improvements, Intangible Property and Personal Property (as defined in the Agreement) located or necessary for the operations at 000 X. Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx (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, LLC, a Delaware limited liability company
/s/ Xxxxxxxx Xxxxxxx						By:		/s/ Xxxx Xxxxxxx
Print Name:		Xxxxxxxx Xxxxxxx				Name:		Xxxx Xxxxxxx
						Its:		Vice President
/s/ Miles Xxxxxxxx
Print Name:		Miles Xxxxxxxx				Date:		05/14/14

WITNESSES:

ASSIGNEE:

DC-505 NORTH RAILROAD AVENUE, LLC, a Delaware limited liability company

By:

Xxxxxx/Validus Operating Partnership, LP a Delaware limited partnership, Its Sole Member

By:

Xxxxxx Validus Mission Critical REIT, Inc., a Maryland corporation, Its General Partner

/s/ Xxxxxxxx Xxxxxxx

By:

/s/ Xxxx X. Xxxxxxxx

Print Name:

Xxxxxxxx Xxxxxxx

Name:

Xxxx X. Xxxxxxxx

Its:

Secretary

/s/ Miles Xxxxxxxx

Print Name:

Miles Xxxxxxxx

Date:

05/14/14

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