Assignment and Assumption of Purchase Agreement



 Exhibit 10.44 
 ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT 
 This Assignment and Assumption of Purchase
Agreement (“Assignment”) is entered into between KBS Capital Advisors LLC, a Delaware limited liability company (“Assignor”), and KBSII Willow Oaks, LLC, a Delaware limited liability company
(“Assignee”), as of August 18, 2009 (“Effective Date”). 
 RECITALS 
 A. Pursuant to the terms of that certain Purchase and Sale Agreement effective as of August 5, 2009, by and between Cognac Willow Oaks, LLC, as
seller, and Assignor, as buyer (the “Purchase Agreement”), Assignor agreed to acquire the Property (as such term is defined in the Purchase Agreement) commonly referred to as 8260, 8270 and 8280 Willow Oaks Corporate Drive, Fairfax,
Virginia. 
 B. Assignor desires to assign, without recourse, representation or warranty, all of its rights, benefits, liabilities and
obligations arising under the Purchase Agreement (and related documents) to Assignee, and Assignee desires to assume all of said rights, benefits, liabilities and obligations. 
 NOW, THEREFORE, in consideration of the foregoing promises, the mutual undertakings of the parties set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: 
 1. Recitals. The above recitals are incorporated herein by reference. 
 2. Assignment and Assumption.
Assignor hereby transfers, assigns and conveys, without recourse, representation or warranty, express or implied, all of Assignor’s rights, interests, liabilities and obligations in and to the Property, and all of Assignor’s rights,
interests, liabilities and obligations under the Purchase Agreement (and related documents) to acquire same to Assignee. Assignee hereby assumes all such rights, interests, liabilities and obligations, and joins in all representations, warranties,
releases, and indemnities, of Assignor under the Purchase Agreement (and related documents) relating to such Property and the Purchase Agreement (and related documents) assigned to it above. 
 3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the parties’ successors and
assigns. 
 4. Attorneys’ Fees. In the event any party institutes any action or proceeding against the other party
with regard to this Assignment, the prevailing party of such action shall be entitled to recover from the nonprevailing party (in addition to all other remedies provided by law) its attorneys’ fees and costs incurred in such action or
proceeding. 
 5. Release Under Purchase Agreement. In accordance with Section 15.1 of the Purchase
Agreement, Assignor shall not be released from its obligations under the Purchase Agreement. 
  

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 6. Counterparts. This Assignment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission. The signature page of any counterpart may be detached
therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto. 
 [Signatures to Follow] 
  

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	Executed as of the date set forth above.
	
	ASSIGNOR:
	
	 KBS CAPITAL ADVISORS LLC,
 a Delaware limited
liability company

		
	By: 	 	/s/ Charles J. Schreiber, Jr.
		 	Charles J. Schreiber, Jr.,
		 	Chief Executive Officer

  

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	ASSIGNEE:
	
	KBSII WILLOW OAKS, LLC,
	a Delaware limited liability company
		
	By: 	 	KBSII REIT ACQUISITION V, LLC,
		 	a Delaware limited liability company,
		 	its sole member
			
		 	By: 	 	KBS REIT PROPERTIES II, LLC,
		 		 	a Delaware limited liability company,
		 		 	its sole member
				
		 		 	By: 	 	KBS LIMITED PARTNERSHIP II,
		 		 		 	a Delaware limited partnership,
		 		 		 	its sole member
					
		 		 		 	By: 	 	KBS REAL ESTATE INVESTMENT TRUST II, INC.,
		 		 		 		 	a Maryland corporation,
		 		 		 		 	general partner
						
		 		 		 		 	By: 	 	/s/ Charles J. Schreiber, Jr.
		 		 		 		 		 	Charles J. Schreiber, Jr.
		 		 		 		 		 	Chief Executive Officer

  

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