Exhibit 10.4





Exhibit 10.4




ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT




This Assignment and Assumption of Purchase Agreement (“Assignment”) is entered into between
Philip Elghanian, an individual (“Assignor”), and Fontana Medical Plaza, LLC, a California limited
liability company (“Assignee”), as of February 19, 2009 (“Effective Date”).



R E C I T A L S




A. Pursuant to the terms of that certain Standard Offer, Agreement and Escrow Instructions for
Purchase of Real Estate dated September 8, 2008, by and between Assignor, as buyer, and Hovic
Perian and Rima Perian, collectively, as seller (the “Seller”), and that certain Addendum “1”
thereto, as the same has been subsequently amended (the “Purchase Agreement”), Assignor agreed to
purchase the Property (as such term is defined in the Purchase Agreement), located in the City of
Fontana, County of San Bernardino, State of California and all Improvements (as such term is
defined in the Purchase Agreement) located thereon.



B. An escrow for the purchase and sale of the Property has been opened at Fidelity National
Title Company, escrow no. 521434-CL (the “Escrow”).



C. Assignor desires to assign all of his rights, interests, benefits, liabilities, duties and
obligations arising under the Purchase Agreement and the Escrow (and related documents) to
Assignee, and Assignee desires to assume all of said rights, interests, benefits, liabilities,
duties and obligations subject to the terms of this Assignment.



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 and assigns to Assignee all
of Assignor’s rights, interests, benefits, liabilities, duties and obligations (i) in and to the
Purchase Agreement and the Escrow (and related documents) and (ii) to purchase the Property and the
Improvements from the Seller pursuant to the Purchase Agreement. Assignee hereby accepts and
assumes all such rights, benefits, interests, liabilities, duties and obligations of Assignor under
the Purchase Agreement and Escrow (and related documents) assigned to it above. Assignee and
Seller shall have the right to amend and modify, and exercise rights and perform obligations under,
the Purchase Agreement and/or Escrow without the consent of, or notice to, Assignor.



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, arbitration 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. 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. Any counterpart signature delivered by facsimile transmission or by email
shall be considered an original. 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.



Executed as of the date set forth above.



	 	 	 	 	 
	 

	ASSIGNOR:	 	 
	 
	 	 	 	 
	 

	/s/ Philip Elghanian	 	 
	 

	 

PHILIP ELGHANIAN, an individual
	 	 






	 	 	 	 	 
	 

	ASSIGNEE:	 	 
	 
	 	 	 	 
	 

	FONTANA MEDICAL PLAZA, LLC,	 	 
	 

	a California limited liability company	 	 
	 
	 	 	 	 
	 

	By: 	 NETREIT, a California corporation, its

managing member
	 	 






	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Kenneth W. Elsberry	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Kenneth W. Elsberry	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer