Exhibit 10.21





Exhibit 10.21




INSTRUMENT OF ASSIGNMENT AND ASSUMPTION




INSTRUMENT OF ASSIGNMENT AND ASSUMPTION (this “Agreement”), dated this 9th day of
January, 2009, between SERIES B, LLC, an Arizona limited liability company (“Assignor”), as
assignor, having an address 2555 East Camelback Road, Suite 400, Phoenix, AZ 85016, and COLE REIT
III OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Assignee”), as assignee,
having an address at 2555 East Camelback Road, Suite 400, Phoenix, AZ 85016.



W I T N E S S E T H:




WHEREAS, Assignor owns 100% of the membership interests (the “Interests”) in Cole WG
Fredericksburg VA, LLC, a Delaware limited liability company (“WG Fredericksburg VA”); and



WHEREAS, Assignor and Assignee are entering into this Agreement to evidence and confirm the
transfer and assignment of the Interests from Assignor to Assignee, and the assumption by Assignee
of the obligations and responsibilities attendant thereto, all from and after the date hereof.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor hereby transfers, assigns and conveys to Assignee, its successors and
assigns forever, the Interests from and after the date hereof.




TO HAVE AND TO HOLD, unto Assignee, its successors and assigns, forever.



Assignor makes no representation or warranty, express or implied, in fact or by law, with
respect to the assets being conveyed hereunder, except as represented and warranted by Assignor in
the Purchase and Sale Agreement, dated as of January 9, 2009, between Assignor and Assignee (the
Purchase Agreement”), subject to the conditions and limitations set forth therein.



Assignee hereby accepts such transfer, assignment and conveyance and assumes all of the
obligations of Assignor under the Material Organizational Documents (as defined in the Purchase
Agreement) arising from and after the date hereof, and agrees to be bound by the terms contained in
the Material Organizational Documents.



From and after the date of this Agreement, Assignor withdraws, and relinquishes any and all of
its right, title and interest as a member and as manager of WG Fredericksburg VA. Assignee
unconditionally and irrevocably consents to such withdrawal.



Assignor shall indemnify, defend and hold harmless Assignee from all liabilities and losses
incurred by Assignee that both (i) arise under the Material Organizational Documents or otherwise
relate to ownership of the Interests; and (ii) occurred before the date of this Agreement.


 


 









 





Assignee shall indemnify, defend and hold harmless Assignor from all liabilities and losses
incurred by Assignor that both (i) arise under the Material Organizational Documents or otherwise
relate to ownership of the Interests; and (ii) occurred on or after the date of this Agreement.



This Agreement shall be binding upon, inure to the benefit of, and be enforceable by Assignor
and Assignee, and their respective successors and assigns.



Whenever possible, each provision hereof shall be interpreted in such a manner as to be
effective and valid under applicable law, but if any provision hereof shall be prohibited by or
invalid under such law, then such provision shall be ineffective to the extent of such prohibition
or invalidity without invalidating the remainder of such provision or the remaining provisions of
this Agreement. This Agreement may not be modified, amended, altered or changed, nor any provision
hereof waived, except in writing with the mutual consent of all parties hereto.



This Agreement shall be governed by and construed in accordance with the laws of the State of
Arizona (without reference to conflicts of laws principles).



This Agreement may be executed in any number of counterparts, each of which shall be an
original, but all of which when taken together shall constitute a single original.



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IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement on the date first set
forth above.




	 	 	 	 	 	 	 	 	 
	 	 	ASSIGNOR:


SERIES B, LLC, an Arizona limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Todd J. Weiss	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Todd J. Weiss

Authorized Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ASSIGNEE:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	COLE REIT III OPERATING PARTNERSHIP, LP,

a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Cole Credit Property Trust III, Inc.,
Maryland
corporation, its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ D. Kirk McAllaster, Jr.	 	 
	 

	 	 	 	 	 	 

D. Kirk McAllaster, Jr.
	 	 
	 

	 	 	 	 	 	Executive Vice President