Exhibit 10.41



 Exhibit 10.41 

ASSIGNMENT AND ASSUMPTION AGREEMENT 

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of September 3, 2010, by
and between PACIFIC OFFICE MANAGEMENT, INC., a Delaware corporation (“Assignor”), and PACIFIC OFFICE PROPERTIES, L.P., a Delaware limited partnership (“Assignee”). 

RECITALS: 

A.         Assignor, as “Purchaser”, and GRE Carlton Plaza LP, a Delaware limited
partnership (“Carlton Plaza Seller”), Tustin-Michelle Partners LLC, a Delaware limited liability company (“Toshiba Seller”), GRE Warner Desoto LLC, a Delaware limited liability company (“Warner
Desoto”), GRE Warner Califa LLC, a Delaware limited liability company (“Warner Califa”), GRE Warner Canoga LLC, a Delaware limited liability company (“Warner Canoga” and with Warner Desoto and Warner
Califa, collectively, “Warner Seller”), GRE Empire Towers Four LLC, a Delaware limited liability company (“Empire IV Seller”), GRE Foothill LLC, a Delaware limited liability company (“Foothill
Seller”), GRE Mira Mesa LLC, a Delaware limited liability company (“Alta Sorrento Seller” and with Carlton Plaza Seller, Toshiba Seller, Warner Seller, Empire IV Seller, and Foothill Seller, each individually a
“Seller” and, collectively, “Sellers”), collectively, as “Sellers”, have entered into that certain Sale, Purchase and Escrow Agreement (Property Pool B) dated as of August 13, 2010 (the
“Original Purchase Agreement”), as amended by that certain First Amendment to Sale, Purchase and Escrow Agreement (Property Pool B) dated as of August 30, 2010, by and between Assignor and Sellers (the Original Purchase
Agreement, as so amended, is referred to herein as the “Purchase Agreement”), respecting the purchase of certain “Property Pool B” (as more particularly described in the Purchase Agreement). All initial capitalized
terms used herein but not herein defined shall have the meaning ascribed to such terms in the Purchase Agreement. 

B.         Assignor and Assignee now desire to enter into this Agreement to provide for the
assignment by Assignor to Assignee of all right, title and interest of Assignor as “Purchaser” in, to and under the Purchase Agreement, and Assignee’s assumption of the obligations of “Purchaser” under the Purchase
Agreement. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Assignor and Assignee agree as follows: 
 1.         Assignor hereby assigns to
Assignee all right, title and interest of Assignor as “Purchaser” in, to and under the Purchase Agreement. Assignee hereby accepts the foregoing assignment and assumes the obligations of Assignor as “Purchaser” under the Purchase
Agreement. 
 2.         If Assignee delivers the Second Deposit to Escrow Agent
pursuant to the Purchase Agreement, then upon delivery of the Second Deposit to Escrow Agent, Assignee shall also deliver $1,290,000.00 (the “Replacement Initial Deposit”) to Escrow Agent to replace the Initial Deposit as made by
Assignor, and upon receipt of such Replacement Initial Deposit from Assignee, Escrow Agent shall refund by wire transfer to Assignor the Initial Deposit as made by Assignor and treat such Replacement Initial Deposit as made by Assignee as the
Initial Deposit for all purposes of the Purchase Agreement. 
  

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 IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first
written above. 
  

											
	ASSIGNOR:	 		 	ASSIGNEE:
			
	PACIFIC OFFICE MANAGEMENT, INC.,	 		 	PACIFIC OFFICE PROPERTIES, L.P.,
	a Delaware corporation	 		 	a Delaware limited partnership
					
	By:	 	/s/ Jim Ingebritsen	 		 	By:    	 	PACIFIC OFFICE PROPERTIES TRUST,
		 		 		 		 	INC., a Maryland corporation,
	Jim Ingebritsen, President	 		 		 	its General Partner
	(Print Name and Title)	 		 		 	
					
		 		 		 	By:	 	/s/ Jim Ingebritsen
				
		 		 		 	Jim Ingebritsen, President
		 		 		 	(Print Name and Title)

  

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