EX-10.1






AGREEMENT FOR PURCHASE AND SALE

OF REAL PROPERTY AND ESCROW INSTRUCTIONS




THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (“Agreement”) between
NNN VF WOODSIDE CORPORATE PARK, LLC, a Delaware limited liability company (“Seller”), and NNN
WOODSIDE, LLC, a Virginia limited liability company (“Buyer”), is made and entered into as of the
later of (i) the date this Agreement is executed by Seller and (ii) the date this Agreement is
executed by Buyer (the “Effective Date”), with reference to the following facts:




	 	A.	 	Seller owns certain real property located in Beaverton, Oregon and more
specifically described in Exhibit A attached hereto (the “Land”), commonly
known as Woodside Corporate Park and such other assets, as the same are herein
described.






	 	B.	 	Subject to the terms and conditions in this Agreement, Seller desires to sell
to Buyer and Buyer desires to purchase from Seller the Land and the associated assets.





NOW, THEREFORE, in consideration of the mutual covenants, premises and agreements herein contained,
the parties hereto do hereby agree as follows: 



1. Purchase and Sale.




The purchase and sale includes, and at Closing (hereinafter defined) Seller shall sell,
assign, grant and transfer to Buyer, all of Seller’s right and title, estate interest in and
to all of the following (hereinafter sometimes collectively, the “Property”):




	 	1.1	 	The Land, described on Exhibit A attached hereto, together with all structures,
buildings, improvements, machinery, fixtures, and equipment affixed or attached to the
Land and all easements and rights appurtenant thereto, including: (i) all easements,
privileges and rights belonging or in any way appurtenant to the Land, (ii) any land
lying in the bed of any street, road, alley or right-of-way, open or closed, adjacent
to or abutting the Land, and (iii) any and all air rights, subsurface rights,
development rights, and water rights permitting to the Land (all of the foregoing being
collectively referred to herein as the “Land”);






	 	1.2	 	All leases (the “Leases”), including associated amendments, with all persons
(“Tenants”) leasing the Real Property or any part thereof or hereafter entered into in
accordance with the terms hereof prior to Closing, together with all security deposits,
other deposits held in connection with the Leases, and all of Seller’s right, title and
interest in and to all guarantees, letters of credit and other similar credit
enhancements providing additional security for such Leases;






	 	1.3	 	All tangible and intangible personal property owned by Seller located on or
used in connection with the Real Property, including, specifically, without limitation,
all sculptures, paintings and other artwork, all equipment, furniture, tools and
supplies, all plans and specifications and other architectural and engineering
drawings, if any, with respect to the Land and the Improvements, and any other personal
property and all related intangibles as are owned by Seller and currently located in,
on or about or are used for the operation, maintenance, administration or repair of the
Real Property, including Seller’s interest, if any, in the common name of the Real
Property (the “Personal Property”);






	 	1.4	 	All service contracts, agreements, warranties and guaranties relating to the
operation of the Property as of the Effective Date, to the extent assignable, and any
other service and operating agreements pertaining to the Property that are entered into
by Seller after the date of this Agreement and prior to the Closing in accordance with
the terms of this Agreement, in each case to the extent approved by Buyer in accordance
with this Agreement (collectively, the “Contracts”); provided, however, any Contracts
not so approved by Buyer shall be terminated by Seller, at Buyer’s expense, on or
before the Closing; and






	 	1.5	 	To the extent transferable, all building permits, certificates of occupancy and
other certificates, permits, consents, authorizations, variances or waivers,
dedications, subdivision maps, licenses and approvals from any governmental or
quasi-governmental agency, department, board, commission, bureau or other entity or
instrumentality relating to the Property (the “Permits”).





2. Purchase Price.




Subject to the charges, prorations and other adjustments set forth in this Agreement, the
total Purchase Price of the Property shall be Thirty-Two Million and No/100 Dollars
($32,000,000.00) (“Purchase Price”) payable as follows:




2.1 Deposit/Further Payments/Down Payment.




Within three (3) business days of the Effective Date, Buyer shall deposit into
Escrow the amount of Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00)
(the “Deposit”), in the form of a wire transfer payable to LandAmerica Commercial
Services (“Escrow Holder”). Escrow Holder shall place the Deposit into an interest
bearing money market account at a bank or other financial institution reasonably
satisfactory to Buyer, and interest thereon shall be credited to Buyer’s account.




	 	2.2	 	On or before Closing, Buyer shall deposit into Escrow the balance of the
Purchase Price, by wire transfer payable to Escrow Holder.






	3.	 	Title to Property.






During the Inspection Period (hereafter defined) Buyer shall review and approve the Title
Documents (hereinafter defined) and the Survey (hereinafter defined). If the Title
Documents or Survey reflect or disclose any defect, exception or other matter affecting the
Property (“Title Defects”) that is unacceptable to Buyer, then prior to the expiration of
the Inspection Period, Buyer shall provide Seller with written notice of Buyer’s objections.
Seller may, at its sole option, elect to cure or remove the objections made by Buyer.
Should Seller elect to attempt to cure or remove the objection, it shall be a condition
precedent to Buyer’s obligation to acquire the Property that Seller cures such title
objection prior to the Closing. Unless Seller provides written notice to Buyer before the
expiration of the Inspection Period that Seller intends to cure Buyer’s title objections,
Seller shall be deemed to have elected not to cure or remove Buyer’s title objections, and
Buyer shall be entitled, as Buyer’s sole and exclusive remedy, either to (i) terminate this
Agreement and obtain a refund of the Deposit by providing written notice of termination to
Seller before the end of the Inspection Period and returning the Due Diligence Items
(hereinafter defined) or (ii) waive the objections and close this transaction as otherwise
contemplated herein. If Buyer shall fail to terminate this Agreement during the Inspection
Period, all matters shown on the Survey and all matters described in the Title Report,
except for monetary liens for indebtedness of the Seller and any matters the Seller has
agreed to cure in writing, shall be deemed “Permitted Exceptions.”



4. Due Diligence Items.




	 	4.1	 	Seller shall deliver to Buyer each of the following within three business days
of the Effective Date (together with the items described in Section 4.2, collectively,
the “Due Diligence Items”):






	 	4.1.1	 	Any existing survey of the Property, in Seller’s possession
(the “Survey”);






	 	4.1.2	 	A current preliminary title report or title commitment (the
“Title Report”) for the issuance of a standard coverage owner’s policy of title
insurance, with standard provisions and exceptions (the “Title Policy”) to
Buyer from the Escrow Holder, together with copies of all documents
constituting exceptions to the title as reflected in the Title Report
(collectively referred to hereinafter as the “Title Documents”);






	 	4.1.3	 	A list of all contracts, including service contracts,
warranties, management, maintenance, leasing commission or other agreements
affecting the Property, if any, together with copies of the same;






	 	4.1.4	 	True and correct copies of the real estate and personal
property tax statements covering the Property or any part thereof for each of
the two (2) years prior to the current year and, if available, for the current
year;






	 	4.1.5	 	A schedule of all current or pending litigation with respect
to the Property or any part, thereof, if any;






	 	4.1.6	 	Operating statements for the most recent two full calendar
years and monthly operating statements for the calendar year to date;






	 	4.1.7	 	An inventory of all personal property located on the Property,
used in the maintenance of the Property or stored for future use at the
Property and an inventory of all furniture and appliances used in the units, if
any.






	 	4.2	 	Seller shall make the following available for inspection by Buyer during
ordinary business hours at Seller’s management office:






	 	4.2.1	 	All site plans, leasing plans, as-built plans, drawings,
environmental, mechanical, electrical, structural, soils and similar reports
and/or audits and plans and specifications relative to the Property in the
possession of Seller, if any.






	 	4.2.2	 	The tenant files, books and records relating to the ownership
and operation of the Property.





5. Inspections.




	 	5.1	 	Buyer shall have a temporary non-exclusive license to enter and conduct
non-invasive feasibility, environmental, and physical studies collectively of the
Property that Buyer may deem necessary or advisable (the “Inspections”) at any time
during the Inspection Period, on the terms set forth in this Article 5. Buyer shall
not conduct invasive testing of any kind (including without limitation, “Phase II”
environmental testing without Seller’s consent. Buyer’s right to conduct the
Inspections shall be subject to rights of Tenants and shall be subject to such
conditions as may be reasonably imposed by the Seller in order to avoid disruption at
the Property.






	 	5.2	 	Buyer must arrange all Inspections of the Property with Seller at least two (2)
business days in advance of any Inspections. Buyer and its agents shall maintain
equipment and other materials in an orderly manner while they are located on the
Property and to maintain them in locations specified by Seller. Buyer agrees to remove
all debris and trash resulting from the Inspections on a daily basis and to remove all
equipment and other materials used by Buyer or its agents as soon as the activity for
which such equipment and other materials are used is completed. Buyer and its agents
shall take all appropriate measures for the safety of persons and property on the
Property and shall comply with all applicable legal requirements. Buyer shall restore
any damage to the Property resulting from the Inspections including but not limited to
repair of surface openings resulting from tests. Buyer shall promptly provide to
Seller a copy of all reports and test results prepared or furnished in connection with
the Inspections.






	 	5.3	 	In the event that the Inspections show any fact, matter or condition to exist
with respect to the Property that is unacceptable to Buyer, in Buyer’s sole subjective
discretion, then Buyer shall be entitled, as its sole and exclusive remedy, to (1)
terminate this Agreement and obtain a refund of the Deposit, or (2) waive the
objection, and close the transaction as otherwise contemplated herein. Buyer agrees to
promptly discharge any liens that may be imposed against the Property as a result of
the Inspections and to defend, indemnify and hold Seller harmless from all, claims,
suits, losses, costs, expenses (including without limitation court costs and attorneys’
fees), liabilities, judgments and damages incurred by Seller as a result of any
Inspections.






	 	5.4	 	Buyer shall indemnify, save and hold Seller and Seller’s officers, agents,
employees, directors, trustees, invitees, successors, and assigns (collectively
“Indemnitees”) harmless against all losses, costs, expenses, liabilities, claims,
litigation, demands, proceedings and damages (including but not limited to attorney’s
fees) suffered or incurred by Seller or any such Indemnitees arising out of and limited
to the Inspections, provided that Buyer shall not incur any liability due to its
discovery, without exacerbation of the condition of any Hazardous Materials or other
circumstances at the Property. Buyer waives any claims against Seller arising out of
the Inspections or this Agreement other than claims that are solely caused by or solely
arise from any negligent or willful misconduct of Seller. Buyer hereby assume all
responsibility for claims against Seller by the contractors, subcontractors, employees,
and agents of Buyer other than claims that are solely caused by or solely arise from
Seller’s negligence or willful misconduct.






	 	5.5	 	Buyer shall, during the term of this Agreement and at all times during which
access is available to it, require its subcontractors and agents, to maintain
insurance, in form and substance reasonably satisfactory to Seller, with insurance
companies acceptable to Seller, the following insurance: Comprehensive General
Liability or Commercial General Liability Insurance, with limits of not less than One
Million Dollars ($1,000,000) combined single limit per occurrence and not less than Two
Million Dollars ($2,000,000) on a general aggregate basis, for bodily injury, death and
property damage, and Excess (umbrella) liability insurance with liability insurance
with limits of not less than Five Million Dollars ($5,000,000) per occurrence. Each
policy of insurance shall name Seller as an additional insured. Further, each policy
of insurance shall state that such policy is primary and noncontributing with any
insurance carried by Seller. Such policy shall contain a provision that the naming of
the additional insured shall not negate any right the additional insured would have had
as a claimant under the policy if not so named and shall contain severability of
interest and cross-liability clauses. A certificate, together with any endorsements to
the policy required to evidence the coverage which is to be obtained hereunder, shall
be delivered to Seller prior to entry on the Property. The certificate shall expressly
provide that no less than thirty (30) days prior written notice shall be given Seller
in the event of any material alteration to or cancellation of the coverages evidenced
by said certificate. A renewal certificate for each of the policies required in this
Section shall be delivered to Seller not less than thirty (30) days prior to the
expiration date of the term of such policy. Any policies required by the provisions of
this Section may be made a part of a blanket policy of insurance with a “per project,
per location endorsement” so long as such blanket policy contains all of the provisions
required herein and does not reduce the coverage, impair the rights of the other party
to this Agreement or negate the requirements of this Agreement.






	 	5.6	 	During the course of its performance of the Inspections, Buyer will acquire
knowledge concerning the Property or Seller, or knowledge of other matters of a
sensitive business nature (collectively, “Privileged Information”). Except as
described below, neither Buyer nor its agents shall disclose to any third party,
publicize or suffer or permit any of their respective employees to so disclose or
publicize any such Privileged Information, other than to consultants, attorneys and
agents as necessary for the Buyer’s inspection and analysis of the Property. In the
event that Buyer believes in good faith that it is required by any legal requirement to
disclose any such Privileged Information, then Buyer shall immediately notify Seller of
such belief and the reasons for such belief. If Seller within 10 days after receipt of
such notice, advises the party that sent the notice that Seller shall itself disclose
the information, then Buyer shall not make such disclosure (unless either such party
reasonably believes that it must disclose such information by law). If Buyer
reasonably believes that such disclosure is required to be made in less than the 10-day
period, then the notice to Seller shall so state and Seller’s time to respond will be
reduced accordingly.






	 	5.7	 	The obligations of Buyer described in this Article shall survive the Closing or
any termination of this Agreement.





6. Approval.




	 	6.1	 	Buyer shall have until the date which is thirty (30) days from the Effective
Date (the “Inspection Period”) to approve or disapprove the Inspections. If Buyer
shall fail to notify Seller and Escrow Holder of its disapproval of the Inspections in
writing within the Inspection Period, the condition of the Property shall be deemed
approved. If Buyer shall disapprove the Inspections within the Inspection Period, this
Agreement and the Escrow shall thereupon be terminated. Buyer shall not be entitled to
purchase the Property, Seller shall not be obligated to sell the Property to Buyer and
the parties shall be relieved of any further obligation to each other with respect to
the Property, except as provided in Paragraph 5.






	 	6.2	 	Notwithstanding anything to the contrary contained herein, Buyer hereby agrees
that, in the event this Agreement is terminated for any reason, then Buyer shall
promptly and at its sole expense return to Seller all Due Diligence Items which have
been delivered by Seller to Buyer in connection with the Inspections, along with copies
of all reports, drawings, plans, studies, summaries, surveys, maps and other data
prepared by third parties relating to the Property, subject to restrictions on Buyer’s
ability to make any such materials available to Seller that are imposed in any
agreement with a third party consultant preparing any such reports or materials
(“Buyer’s Reports”); provided, however, that delivery of such copies and information by
Buyer shall be without warranty or representation whatsoever, express or implied,
including without limitations, any warranty or representation as to ownership,
accuracy, adequacy or completeness thereof or otherwise. Buyer shall cooperate with
Seller at no expense to Buyer in order to obtain a waiver of any such restrictions.






	 	6.3	 	Contracts. On or before the end of the Inspection Period, Buyer will designate
in a written notice to Seller which Contracts Buyer will assume and which Contracts
must be terminated by Seller at Closing. Taking into account any credits or prorations
to be made pursuant to this Agreement for payments coming due after Closing but
accruing prior to Closing, Buyer will assume the obligations arising from and after the
Closing under those Contracts which Buyer has designated will not be terminated. At
Buyer’s expense, Seller shall terminate at Closing all Contracts that are not so
assumed.





7. Escrow.



7.1 Opening.




	 	7.1.1	 	The purchase and sale of the Property shall be consummated
through an escrow (“Escrow”) to be opened with Escrow Holder within two (2)
business days after the Effective Date. Escrow shall be deemed to be opened as
of the date fully executed copies (or counterparts) of this Agreement are
delivered to Escrow Holder by Buyer and Seller (“Opening of Escrow”). This
Agreement shall be considered as the Escrow instructions between the parties,
with such further instructions as Escrow Holder shall require in order to
clarify its duties and responsibilities. If Escrow Holder shall require
further Escrow instructions, Escrow Holder may prepare such instructions on its
usual form. Such further instructions shall be promptly signed by Buyer and
Seller and returned to Escrow Holder within three (3) business days of receipt
thereof. In the event of any conflict between the terms and conditions of this
Agreement and such further instructions, the terms and conditions of this
Agreement shall control.





7.2 Closing.




	 	7.2.1	 	Escrow shall close (“Closing”) on or before sixty (60) days
after the Effective Date, or such earlier date as shall be mutually agreed to
by the parties.






	 	7.2.2	 	Buyer shall have the right upon two (2) days written notice to
Seller to extend the Closing date by up to sixty (60) days.





	 	 	 	 	 	 	 
	7.3	 	Buyer Required to Deliver.
	 	 	 
	 	 	Buyer shall deliver to Escrow the following:
	
 
	 	 	7.3.1	 	 	Within three (3) days of the Effective Date, the Deposit;







	 	7.3.2	 	On or before Closing, the Purchase Price, subject to the
closing adjustments, credits and prorations contemplated hereby;






	 	7.3.3	 	On or before Closing, such other documents as Title Company
may reasonably require from Buyer in order to issue the Title Policy;






	 	7.3.4	 	On or before Closing, the Master Lease (hereinafter defined);






	 	7.3.5	 	A counterpart closing statement (the “Closing Statement”)
setting forth the Purchase Price and all amounts charged against Buyer pursuant
to Section 7.7 of this Agreement.






	 	7.3.6	 	An original counterpart executed by Buyer of an assignment and
assumption agreement (the “Assignment and Assumption Agreement”) in
substantially the form attached hereto as Exhibit B, whereby Seller
assigns and conveys to Buyer all of Seller’s right, title and interest in and
Buyer assumes all of Seller’s obligations under, the Leases and the Contracts
and the Permits;





	 	 	 
	7.4

	 	Seller Required to Deliver.
	
 
	 	 
	
 
	 	On or before Closing, Seller shall deliver to Escrow the following:







	 	7.4.1	 	A duly executed and acknowledged special warranty deed,
conveying fee title to the Property in favor of Buyer (the “Deed”);






	 	7.4.2	 	An executed certificate of non-foreign status;






	 	7.4.3	 	A bill of sale of the Personal Property, if any, without
warranty, in favor of Buyer and duly executed by Seller, in substantially the
form attached hereto as Exhibit D;






	 	7.4.4	 	An original counterpart executed by Seller of the Assignment
and Assumption Agreement;






	 	7.4.5	 	On or before Closing, the Master Lease (as hereinafter
defined);






	 	7.4.6	 	A counterpart Closing Statement setting forth the Purchase
Price and all amounts charged against Seller pursuant to Section 7.7 of this
Agreement;






	 	7.4.7	 	Such other documents as Title Company may reasonably require
from Seller in order to issue the Title Policy;






	 	7.4.8	 	A letter from Seller addressed to each Tenant informing such
Tenant of the change in ownership and directing that future rent payments be
made to Buyer;






	 	7.4.9	 	All keys to all buildings and other improvements located on
the Property, combinations to any safes thereon, and security devices therein
in Seller’s possession;






	 	7.4.10	 	All records and files relating to the management or operation of the
Property, including, without limitation, all insurance policies, all security
contracts, all tenant files (including correspondence), property tax bills, and
all calculations used to prepare statements of rental increases under the
Leases and statements of common area charges, insurance, property taxes and
other charges which are paid by tenants of the Project; and





	 	 	 	 	 	 	 
	7.5

	 	Buyer’s Costs.
	 	

	 	 	 
	 	 	Buyer shall pay the following:
	
 
	 	 	7.5.1	 	 	All of Escrow Holder’s fees, costs and expenses;
	
 
	 	 	7.5.2	 	 	The cost of recording any documents relating to Buyer’s financing
	
 
	 	 	7.5.3	 	 	Costs of recording the Deed;







	 	7.5.4	 	Title Company’s premium for the Title Policy except the basic
title premium;






	 	7.5.5	 	All other costs customarily borne by Buyers of real property
in the county in which the Property is situated; and





	 	 	 	 	 	 	 
	
 
	 	 	7.5.6	 	 	One-half of all transfer taxes.
	7.6

	 	Seller’s Costs.
	 	

	 	 	 
	 	 	Seller shall pay the following:
	
 
	 	 	7.6.1	 	 	One-half of all transfer taxes;
	
 
	 	 	7.6.2	 	 	The basic title premium for the Title Policy; and







	 	7.6.3	 	All other costs not itemized above which are customarily borne
by sellers of real property in the county in which the Property is situated.






	 	7.7	 	Prorations.






	 	7.7.1	 	Items to be Prorated The following shall be prorated
between Seller and Buyer as of the Closing with the Buyer being deemed the
owner of the Property as of the Closing:






(a) Taxes and Assessments All non-delinquent real property taxes,
assessments and other governmental impositions of any kind or nature,
including, without limitation, any special assessments or similar charges
(collectively, “Taxes”), which relate to the tax year within which the
Closing occurs based upon the actual number of days in the tax year. With
respect to any portion of the Taxes which are payable by any Tenant
directly to the authorities, no proration or adjustment shall be made.
The proration for Taxes shall be based upon the most recently issued tax
bill for the Property, and shall be calculated based upon the maximum
early payment discount available. The prorations for taxes and
assessments which are made at Closing shall be final, and not subject to
reproration after Closing. Upon the Closing, Buyer shall be responsible
for real estate taxes and assessments on the Property payable from and
after the Closing. In no event shall Seller be charged with or be
responsible for any increase in the taxes or assessments on the Property
resulting from the sale of the Property or from any improvements made or
leases entered into after the Closing. With respect to all periods for
which Seller has paid Taxes, Seller hereby reserves the right to institute
or continue any proceeding or proceedings for the reduction of the
assessed valuation of the Property, and, in its sole discretion, to settle
the same. Seller shall have sole authority to control the progress of,
and to make all decisions with respect to, such proceedings but shall
provide Buyer with copies of all communications with the taxing
authorities. All net tax refunds and credits attributable to any period
prior to the Closing which Seller has paid or for which Seller has given a
credit to Buyer shall belong to and be the property of Seller, provided,
however, that any such refunds and credits that are the property of
Tenants under Leases shall be promptly remitted by Seller directly to such
Tenants or to Buyer for the credit of such Tenants. All net tax refunds
and credits attributable to any period subsequent to the Closing shall
belong to and be the property of Buyer. Buyer agrees to cooperate with
Seller in connection with the prosecution of any such proceedings and to
take all steps, whether before or after the Closing, as may be necessary
to carry out the intention of this subparagraph, including the delivery to
Seller, upon demand, of any relevant books and records, including
receipted tax bills and cancelled checks used in payment of such taxes,
the execution of any and all consent or other documents, and the
undertaking of any acts necessary for the collection of such refund by
Seller. Buyer agrees that, as a condition to the transfer of the Property
by Buyer, Buyer will cause any transferee to assume the obligations set
forth herein.




(b) Rents Buyer will receive a credit at the Closing for all
rents collected by Seller prior to the Closing and allocable to the period
from and after the Closing based upon the actual number of days in the
month. No credit shall be given the Seller for accrued and unpaid rent or
any other non-current sums due from Tenants until these sums are paid and
Seller shall retain the right to collect any such rent provided Seller
does not sue to evict any tenants or terminate any Tenant Leases. Buyer
shall cooperate with Seller after the Closing to collect any rent under
the Tenant Leases which has accrued as of the Closing; provided, however,
Buyer shall not be obligated to sue any Tenants or exercise any legal
remedies under the Tenant Leases or to incur any expense over and above
its own regular collection expenses. All payments collected from Tenants
after the Closing shall first be applied to the month in which the Closing
occurs, then to any rent due to Buyer for the period after Closing and
finally to any rent due to Seller for the period prior to Closing;
provided, however, notwithstanding the foregoing, if Seller collects any
payments from Tenants after Closing through its own collection efforts,
Seller may first apply such payments to rent due the Seller for the period
prior to Closing.




(c) CAM Expenses To the extent that Tenants are reimbursing the
landlord for common area maintenance and other operating expenses
(collectively, “CAM Charges”), CAM Charges shall be prorated at Closing
and again subsequent to Closing, as of the date of Closing on a
lease-by-lease basis with each party being entitled to receive a portion
of the CAM Charges payable under each Lease for the CAM Lease Year in
which Closing occurs, which portion shall be equal to the actual CAM
Charges incurred during the party’s respective periods of ownership of the
Property during the CAM Lease Year. As used herein, the term “CAM Lease
Year” means the twelve (12) month period as to which annual CAM Charges
are owed under each Lease. Five (5) days prior to Closing the Seller
shall submit to Buyer an itemization of its actual CAM Charges operating
expenses through such date and the amount of CAM Charges received by the
Seller as of such date, together with an estimate of CAM Charges to be
incurred to, but not including, the Closing. In the event that the Seller
has received CAM Charges payments in excess of its actual CAM Charges
operating expenses, the Buyer shall be entitled to receive a credit
against the Purchase Price for the excess. In the event that the Seller
has received CAM Charges payments less than its actual CAM Charges
operating expenses, to the extent that the Leases provide for a “true up”
at the end of the CAM Lease Year, the Seller shall be entitled to receive
any deficit but only after the Buyer has received any true up payment from
the Tenant. Upon receipt by either party of any CAM Charge true up
payment from a Tenant, the party receiving the same shall provide to the
other party its allocable share of the “true up” payment within five (5)
days of the receipt thereof.




(d) Operating Expenses All operating expenses (including all
charges under the service contracts and agreements assumed by Buyer) shall
be prorated, and as to each service provider, operating expenses payable
or paid to such service provider in respect to the billing period of such
service provider in which the Closing occurs (the “Current Billing
Period”), shall be prorated on a per diem basis based upon the number of
days in the Current Billing Period prior to the Closing and the number of
days in the Current Billing Period from and after the Closing, and
assuming that all charges are incurred uniformly during the Current
Billing Period. If actual bills for the Current Billing Period are
unavailable as of the Closing, then such proration shall be made on an
estimated basis based upon the most recently issued bills, subject to
readjustment upon receipt of actual bills.




(e) Security Deposits; Prepaid Rents Prepaid rentals and other
tenant charges and security deposits (including any portion thereof which
may be designated as prepaid rent) under Tenant Leases, if and to the
extent that such deposits are in Seller’s actual possession or control and
have not been otherwise applied by Seller to any obligations of any
Tenants under the Tenant Leases, shall be credited against the Purchase
Price, and upon the Closing, Buyer shall assume full responsibility for
all security deposits to be refunded to the Tenants under the Tenant
Leases (to the extent the same are required to be refunded by the terms of
such Tenant Leases or applicable). In the event that any security
deposits are in the form of letters of credit or other financial
instruments (the “Non-Cash Security Deposits”), after the Closing, Seller
will cooperate with Buyer to have Buyer named as beneficiary under the
Non-Cash Security Deposits; provided that such cooperation shall be at no
cost or expense to Seller. Buyer will not receive a credit against the
Purchase Price for such security deposits.




(f) Leasing Costs Seller shall receive a credit at the Closing
for all leasing costs, including tenant improvement costs and allowances,
and its pro-rata leasing commissions, previously paid by Seller in
connection with any Lease or modification to an existing Lease which was
entered into after the Effective Date and which is approved or deemed
approved by Buyer pursuant to this Agreement, which approval included
approval of the tenant improvement costs. The Seller’s pro-rata share
shall be equal to a fraction which has as its numerator the number of
months left in the base term of the Lease after the Closing and which has
as its denominator the number of months in the base term of the Lease.
Seller shall pay for all tenant improvement allowances and leasing
commissions with respect to the premises leased as of the Effective Date
by the Tenants pursuant to the Tenant Leases in effect as of the Effective
Date, to the extent that such improvement allowances and leasing
commissions are unpaid as of the Closing and to the extent they are a
landlord obligation under the terms of the Tenant Leases. Buyer shall not
receive a credit for any unexpired rent concessions under any of the
Leases. Notwithstanding the foregoing, Seller shall be responsible for all
tenant improvement and leasing costs associated with the lease agreement
to be executed prior to the Closing between Seller and the State of Oregon
(referenced in Section 10.1.5 of this Agreement), and the lease agreement
between Seller and Pacific Oncology.




	 	7.7.2	 	Calculation; Reproration Prior to Closing the parties
shall jointly prepare an estimated closing statement which shall set forth the
costs payable under sections 7.5 and 7.6 and the prorations and credits
provided for in section 7.7.1 and elsewhere in this Agreement. Any item which
cannot be finally prorated because of the unavailability of information shall
be tentatively prorated on the basis of the best data then available and
adjusted when the information is available in accordance with this
subparagraph; provided, however, that there shall be no reproration for taxes
and assessments. The estimated closing statement as adjusted as aforesaid and
approved in writing by the parties shall be referred to herein as the “Closing
Statement”. If the prorations and credits made under the Closing Statement
shall prove to be incorrect or incomplete for any reason, then either party
shall be entitled to an adjustment to correct the same; provided, however, that
there shall be no reproration for taxes and assessments; and further provided
that any adjustment shall be made, if at all, within sixty (60) days after the
Closing (except with respect to CAM Charges, in which case such adjustment
shall be made within thirty (30) days after the information necessary to
perform such adjustment is available), and if a party fails to request an
adjustment to the Closing Statement by a written notice delivered to the other
party within the applicable period set forth above (such notice to specify in
reasonable detail the items within the Closing Statement that such party
desires to adjust and the reasons for such adjustment), then the prorations and
credits set forth in the Closing Statement shall be binding and conclusive
against such party.






	 	7.7.3	 	Items Not Prorated Seller and Buyer agree that (a) on
the Closing, the Property will not be subject to any financing arranged by
Seller; (b) none of the insurance policies relating to the Property will be
assigned to Buyer and Buyer shall be responsible for arranging for its own
insurance as of the Closing; and (c) utilities, including telephone,
electricity, water and gas, shall be read on the Closing and Buyer shall be
responsible for all the necessary actions needed to arrange for utilities to be
transferred to the name of Buyer on the Closing, including the posting of any
required deposits and Seller shall be entitled to recover and retain from the
providers of such utilities any refunds or overpayments to the extent
applicable to the period prior to the Closing, and any utility deposits which
it or its predecessors may have posted. Accordingly, there will be no
prorations for debt service, insurance or utilities. In the event a meter
reading is unavailable for any particular utility, such utility shall be
prorated in the manner provided in subparagraph (1)(e) above.






	 	7.7.4	 	Indemnification Buyer and Seller shall each
indemnify, protect, defend and hold the other harmless from and against any
claim in any way arising from the matters for which the other receives a credit
or otherwise assumes responsibility pursuant to this Section.






	 	7.7.5	 	Survival This Section 7.7 shall survive the Closing.





7.8 Determination of Dates of Performance.




Promptly after delivery to Buyer of the Title Report, Escrow Holder shall prepare
and deliver to Buyer and Seller a schedule which shall state each of the following
dates:




7.8.1 The date of Opening of Escrow pursuant to Paragraph 6.1;




7.8.2 The date of receipt of the Title Report by Buyer;




	 	7.8.3	 	The date by which title must be approved by Buyer pursuant to
Paragraph 3.2;






	 	7.8.4	 	The date by which the Inspections must be approved by Buyer
pursuant to Paragraph 5.1.1;






	 	7.8.5	 	The date by which the amounts described in Paragraph 2 must be
deposited by Buyer, for which determination Escrow Holder shall assume
satisfaction of the condition expressed in Paragraph 2 on the last date stated
for its satisfaction; and






	 	7.8.6	 	The date of Closing pursuant to Paragraph 6.2.






If any events which determine any of the aforesaid dates occur on a date other than
the date specified or assumed for its occurrence in this Agreement, Escrow Holder
shall promptly redetermine as appropriate each of the dates of performance in the
aforesaid schedule and notify Buyer and Seller of the dates of performance, as
redetermined.



8. Representations, Warranties, and Covenants.




	 	8.1	 	Representations of Seller. Seller hereby represents and warrants as of
the date hereof to Buyer as follows:






	 	8.1.1	 	Seller is a limited partnership duly formed and validly
existing under the laws of the State of Delaware. Subject to receipt of the
approval described in Section 10.2.2, Seller has full power and authority to
enter into this Agreement, to perform this Agreement and to consummate the
transactions contemplated hereby. This Agreement is a legal, valid and binding
obligation of Seller, enforceable against Seller in accordance with its terms,
subject to the effect of applicable bankruptcy, insolvency, reorganization,
arrangement, moratorium or other similar laws affecting the rights of creditors
generally.






	 	8.1.2	 	Seller is not a “foreign person” within the meaning of Section
1445(f) of the Internal Revenue Code of 1986, as amended (the “Code”).





	 	 	 	 	 	 	 
	8.2	 	Approval of Property; Limitations on Seller Representations and Warranties.
	 	 	 
	
 
	 	 	8.2.1	 	 	Except as may be specifically provided in Section 8.1 of this Agreement, Seller makes

no representations or warranties as to the truth, accuracy, completeness, methodology

of preparation or otherwise concerning any engineering or environmental reports,

audits, the materials prepared by the Seller, or any other materials, data or other

information whatsoever supplied to Buyer in connection with Buyer’s inspection of the

Property. It is the parties’ express understanding and agreement that such materials

are provided only for Buyer’s convenience in making its own examination and

determination prior to the expiration of the Inspection Period as to whether it

wishes to purchase the Property, and, in doing so, Buyer shall rely exclusively on

its own independent investigation and evaluation of every aspect of the Property and

not on any materials supplied by Seller. Except as may be specifically provided

elsewhere in this Agreement, Buyer expressly disclaims any intent to rely on any such

materials provided to it by Seller in connection with its inspection and agrees that

it shall rely solely on its own independently developed or verified information.

Except with respect to all obligations in this Agreement (including without

limitation Seller’s express representations and warranties) that are expressly stated

to survive Closing, the indemnity provisions contained in the documents delivered in

connection with the closing of the transactions contemplated by this Agreement

(collectively, the “Surviving Obligations”), Buyer hereby releases Seller and its

agents, representatives, and employees from any and all claims, demands, and causes

of action, past, present, and future that Buyer may have relating to (a) the

condition of the Property at any time, before or after the Closing, including without

limitation, the presence of any hazardous materials, or (b) any other matter

pertaining to the Property. This release shall survive the Closing or the termination

of this Agreement.







	 	8.2.2	 	In the event of any breach by Seller of any of the preceding
representations or warranties or any other breach by Seller of any other
provision of this Agreement which is discovered prior to Closing, Buyer’s sole
remedy shall be to elect in writing to terminate this Agreement or waive such
breach and proceed with the Closing. In the event of any material breach by
Seller of any of such representations or warranties or any other material
breach by Seller of any other provision of this Agreement or any agreement
delivered in connection herewith discovered after Closing, Seller shall be
liable only for direct and actual damages suffered by Buyer on account of
Seller’s breach, up to the applicable limits described hereunder, and shall in
no event be liable for consequential or punitive damages. Any liability of
Seller hereunder for breach of any such representations or warranties shall be
limited to (a) claims in excess of an aggregate of Fifty Thousand Dollars
($50,000.00), and (b) a maximum aggregate cap of Two Hundred Fifty Thousand
Dollars ($250,000.00). Notice of such claim must be delivered to Seller in
writing within three (3) months of the Closing. In no event shall Seller be
liable for any indirect or consequential damages on account of Seller’s breach
of any representation or warranty contained in this Agreement. Additionally,
notwithstanding the foregoing, if Buyer becomes aware prior to the Closing that
any representation or warranty hereunder is untrue, or any covenant or
condition to Closing has not been fulfilled or satisfied (if not otherwise
waived by Buyer), and Buyer nonetheless proceeds to close on the purchase of
the Property, then Buyer shall be deemed to have irrevocably and absolutely
waived, relinquished and released all rights and claims against Seller for any
damage or other loss arising out of or resulting from such untrue
representation or warranty or such unfulfilled or unsatisfied covenant or
condition. Seller’s representations and warranties set forth in Section
8.4 shall survive the Closing for a period of three (3) months.






	 	8.2.3	 	Approval of Property. The consummation of the
purchase and sale of the Property pursuant to this Agreement shall be deemed
Buyer’s acknowledgement that it has had an adequate opportunity to make such
legal, factual and other inspections, inquiries and investigations as it deems
necessary, desirable or appropriate with respect to the Property. Such
inspections, inquiries and investigations of Buyer shall be deemed to include,
but shall not be limited to, any leases and contracts pertaining to the
Property, the physical components of all portions of the Property, the physical
condition of the Property, such state of facts as an accurate survey,
environmental report and inspection would show, the present and future zoning
ordinance, ordinances, resolutions. Buyer shall not be entitled to and shall
not rely upon, Seller or Seller’s agents with regard to, and Seller will not
make any representation or warranty with respect to: (i) the quality, nature,
adequacy or physical condition of the Property including, but not limited to,
the structural elements, foundation, roof, appurtenances, access, landscaping,
parking facilities, or the electrical, mechanical, HVAC, plumbing, sewage or
utility systems, facilities, or appliances at the Property, if any; (ii) the
quality, nature, adequacy or physical condition of soils or the existence of
ground water at the Property; (iii) the existence, quality, nature, adequacy or
physical condition of any utilities serving the Property; (iv) the development
potential of the Property, its habitability, merchantability, or the fitness,
suitability, or adequacy of the Property for any particular purpose; (v) the
zoning or other legal status of the Property; (vi) the Property or its
operations’ compliance with any applicable codes, laws, regulations, statutes,
ordinances, covenants, conditions or restrictions of any governmental or
quasi-governmental entity or of any other person or entity; (vii) the quality
of any labor or materials relating in any way to the Property; or (viii) the
condition of title to the Property or the nature, status and extent of any
right-of-way, lease, right of redemption, possession, lien, encumbrance,
license, reservation, covenant, condition, restriction, or any other matter
affecting the Property except as expressly set forth in this Agreement. EXCEPT
AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE DEED, SELLER HAS NOT, DOES NOT,
AND WILL NOT MAKE ANY WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE
PROPERTY AND SELLER SPECIFICALLY DISCLAIMS ANY OTHER IMPLIED WARRANTIES OR
WARRANTIES ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO,
ANY WARRANTY OF CONDITION, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE OR USE. FURTHERMORE, SELLER HAS NOT, DOES NOT, AND WILL NOT
MAKE ANY REPRESENTATION OR WARRANTY WITH REGARD TO COMPLIANCE WITH ANY
ENVIRONMENTAL PROTECTION, POLLUTION, OR LAND USE LAWS, RULES, REGULATIONS,
ORDERS, OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO THE
HANDLING, GENERATING, TREATING, STORING OR DISPOSING OF ANY HAZARDOUS WASTE OR
SUBSTANCE INCLUDING, WITHOUT LIMITATION, ASBESTOS, PCB AND RADON. BUYER
ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED BUYER FAMILIAR WITH THIS TYPE OF
PROPERTY AND THAT, SUBJECT ONLY TO THE EXPRESS WARRANTIES SET FORTH IN THIS
AGREEMENT AND CLOSING DOCUMENTS, BUYER WILL BE ACQUIRING THE PROPERTY “AS IS
AND WHERE IS, WITH ALL FAULTS,” IN ITS PRESENT STATE AND CONDITION, SUBJECT
ONLY TO NORMAL WEAR AND TEAR AND BUYER SHALL ASSUME THE RISK THAT ADVERSE
MATTERS AND CONDITIONS MAY NOT HAVE BEEN REVEALED BY BUYER’S INSPECTIONS AND
INVESTIGATIONS. BUYER SHALL ALSO ACKNOWLEDGE AND AGREE THAT THERE ARE NO ORAL
AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE
PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. THE TERMS AND
CONDITIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING, AND NOT MERGE WITH THE
PROVISIONS OF ANY CLOSING DOCUMENTS. SELLER SHALL NOT BE LIABLE OR BOUND IN
ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION
PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT,
EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH
OR REFERRED TO IN THIS AGREEMENT. EXCEPT WITH REGARD TO THE OBLIGATIONS
EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE REPRESENTATIONS AND WARRANTIES IN
SECTION 8.1, BUYER HEREBY RELEASES SELLER AND ITS AGENTS, REPRESENTATIVES AND
EMPLOYEES FROM ANY AND ALL LIABILITY RELATING TO THE CONDITION OF THE PROPERTY
BEFORE OR AFTER THE CLOSING AND ANY OTHER MATTER RELATING TO THE PROPERTY,
WHETHER KNOWN OR UNKNOWN AT THE TIME OF THE CLOSING.






	 	8.2.4	 	Release. Except as expressly set forth in this
Agreement to the contrary and except for any claims arising under the express
representations, warranties or covenants of Seller under this Agreement or
under the indemnity provisions of any document delivered in connection with the
closing of the transactions contemplated by this Agreement, Buyer for itself
and its agents, affiliates, successors and assigns, hereby releases and forever
discharges Seller, and any party related to or affiliated with Seller and their
respective successors and assigns (the “Seller Related Parties”) from and
against any and all claims at law or equity which Buyer or any party related to
or affiliated with Buyer and their respective successors and assigns (each a
“Buyer Related Party”) whether known or unknown at the time of this agreement,
which Buyer or a Buyer Related Party has or may have in the future, arising
from or related to any matter or thing relating to or in connection with the
Property, including but not limited to, the documents and information referred
to in this Agreement, the leases and the tenants, the Loan, any construction
defects, errors or omissions in the design or construction and arising out of
the physical, environmental, economic or legal condition of the Property,
including, without limitation, any claim for indemnification or contribution
arising under the Comprehensive Environmental Response, Compensation, and
Liability Act (42 U.S.C. Section 9601, et. seq.) or any similar federal, state
or local statute, rule or ordinance relating to liability of property owners or
operators for environmental matters. For the foregoing purposes, Buyer hereby
specifically waives the provisions of Section 1542 of the California Civil Code
and any similar law of any other state, territory or jurisdiction. Section 1542
provides:






A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.



BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY
REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL
AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF
THIS AGREEMENT.




	 	 	 	BUYER:      	 






	 	8.3	 	Covenants of Seller. Seller hereby covenants as follows:






	 	8.3.1	 	At all times from the date hereof through the date of Closing,
Seller shall cause to be in force fire and extended coverage insurance upon the
Property, and public liability insurance with respect to damage or injury to
persons or property occurring on the Property in at least such amounts as are
maintained by Seller on the Effective Date;






	 	8.3.2	 	From the end of the Inspection Period through the date of
Closing, Seller will not enter into any new lease with respect to the Property,
without Buyer’s prior written consent, which shall not be unreasonably
withheld. Exercise of a renewal option shall not be considered a new lease.
Any brokerage commission payable with respect to a new lease shall be paid by
Buyer. Further, Seller will not modify any existing Lease covering space in
the Property without first obtaining the written consent of Buyer which shall
not be unreasonably withheld. Buyer shall have five (5) business days in which
to approve or disapprove of any new lease for which it has a right to consent.
Failure to respond in writing within said time period shall be deemed to be
consent;






	 	8.3.3	 	From the Effective Date through the date of Closing, Seller
shall not sell, assign, or convey any right, title or interest whatsoever in or
to the Property, or create or permit to attach any lien, security interest,
easement, encumbrance, charge, or condition affecting the Property (other than
the Permitted Exceptions) without promptly discharging the same prior to
Closing;






	 	8.3.4	 	Seller shall not, without Buyer’s written approval, (a) amend
or waive any right under any Service Contract, or (b) enter into any agreement
of any type affecting the Property that is not terminable on 30 days notice;






	9.	 	Representations and Warranties of Buyer. Buyer hereby represents and warrants to
Seller as follows:






	 	9.1	 	Buyer is a limited liability company duly organized and validly existing under
the laws of the State of Delaware. Buyer has full power and authority to enter into
this Agreement, to perform this Agreement and to consummate the transactions
contemplated hereby. This Agreement is a legal, valid and binding obligation of Buyer,
enforceable against Buyer in accordance with its terms, subject to the effect of
applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other
similar laws affecting the rights of creditors generally.





10. Conditions Precedent to Closing.




	 	10.1	 	The obligations of Buyer pursuant to this Agreement shall, at the option of
Buyer, be subject to the following conditions precedent:






	 	10.1.1	 	All of the representations, warranties and agreements of Seller set forth in
this Agreement shall be true and correct in all material respects as of the
Effective Date, and Seller shall not have on or prior to Closing, failed to
meet, comply with or perform in any material respect any conditions or
agreements on Seller’s part as required by the terms of this Agreement.






	 	10.1.2	 	There shall be no material adverse change in the matters reflected in the
Title Report, and there shall not exist any material adverse encumbrance or
title defect affecting the Property except for the Permitted Exceptions or
matters to be satisfied at Closing.






	 	10.1.3	 	Seller shall have obtained and delivered to Buyer estoppel certificates, in
accordance with their respective Leases, from tenants representing seventy
percent of the square feet which are leased and occupied by tenants as of the
Effective Date. Estoppel certificates shall be deemed to satisfy this
condition precedent unless they disclose material adverse matters. Buyer shall
notify Seller within three (3) business days of receipt of a copy of the
executed estoppel certificate of its approval or disapproval and the basis of
such disapproval, if disapproved. If Buyer disapproves of an estoppel
certificate because of a material, adverse matter disclosed therein, and Seller
is unable to obtain a reasonably acceptable estoppel certificate prior to the
Closing, this Agreement shall terminate, Buyer shall be entitled to a refund of
the Deposit, and neither party shall have any further obligation to the other
except Buyer’s indemnification obligations under Paragraph 5.






	 	10.1.4	 	Seller shall have provided and Buyer shall have received an executed copy of
the lease agreement between Seller and the State of Oregon as further described
in Section 10.1.5 of this Agreement.






	 	10.1.5	 	Prior to the Closing, Seller and the State of Oregon shall finalize and
execute a lease agreement, pursuant to which the State of Oregon (as tenant)
shall lease from Seller (as landlord), a portion of the existing space. The
lease agreement shall be in a form reasonably acceptable to Seller, Buyer and
the State of Oregon. Beginning on the date of Closing and continuing until the
State of Oregon begins paying unabated net rent, Buyer shall receive a credit
on the date of Closing, in an amount equal to all rent concessions which shall
accrue between Closing and December 31, 2007 (inclusive), under the State of
Oregon lease agreement, assuming a rental rate of Eighty-One Thousand One
Hundred Eighty-Five and 97/100 Dollars ($81,185.97) per month, pro rated for
the actual number of days in such period. The lease agreement by and between
Seller and the State or Oregon shall be completed in such a way as to properly
encompass the following specific terms and conditions:






(a) Total rent due from the State of Oregon shall be at the rate of at
least Twenty and 13/100 Dollars per square foot per month ($20.13/sf) with
annual escalations; and




(b) The leased premises shall consist of approximately 48,397 square feet
in the portion of the Property commonly known as Greystone III.




	 	10.2	 	The obligations of Seller under this Agreement shall, at the option of Seller,
be subject to the following conditions precedent:






	 	10.2.1	 	All of the representations, warranties and agreements of Buyer set forth in
this Agreement shall be true and correct in all material respects as of the
Effective Date, and Buyer shall not have on or prior to closing, failed to
meet, comply with or perform in any material respect any conditions or
agreements on Buyer’s part as required by the terms of this Agreement.






	 	10.2.2	 	Seller shall have received approval of the sale from the investment committee
of NNN Realty Advisors, Inc., a Delaware corporation, no later than fifteen
business days after full execution of this Agreement.






	 	10.2.3	 	Seller shall have received an acceptable Fairness opinion as to the sales
price from a third party.






If any such condition is not fully satisfied by closing, the party is whose favor the
condition runs shall notify the other party and may terminate this Agreement by written
notice whereupon this Agreement may be canceled, upon return of the Due Diligence Items the
Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any
continuing obligations hereunder; provided, however, that if Buyer notifies Seller of a
failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within
five (5) days of receipt of Buyer’s Notices agree to satisfy the condition by written notice
to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so
satisfies such condition. If Seller fails to agree to cure or fails to cure such condition
by the date of Closing, this Agreement shall be canceled and the Deposit shall be returned
to Buyer and neither party shall have any further liability hereunder.



11. Damage or Destruction Prior to Closing.




In the event that the Property should be damaged by any casualty prior to the Closing, then
if the cost of repairing such damage, as reasonably estimated by Seller, is:




	 	11.1	 	Less than One Million Dollars ($1,000,000), the Closing shall proceed as
scheduled and any insurance proceeds shall be distributed to Buyer to the extent not
expended by Seller for restoration;






or if said cost is:




	 	11.2	 	Greater than One Million Dollars ($1,000,000), then either Seller or Buyer may
elect to terminate this Agreement, in which case upon return of the Due Diligence Items
the Deposit shall be returned to Buyer and neither party shall have any further
obligation to the other except for Buyer’s indemnification obligations under Paragraph
5.






	12.	 	Eminent Domain.






	 	12.1	 	If, before the Closing, proceedings are commenced for the taking by exercise of
the power of eminent domain of all or a material part of the Property which, as
reasonably determined by Buyer, would render the Property unacceptable to Buyer or
unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to
Seller within thirty (30) days after Seller gives notice of the commencement of such
proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall
terminate, the Deposit shall be returned to Buyer and neither party shall have any
further obligation to the other except for Buyer’s indemnification under Paragraph 5.
If, before the Closing, proceedings are commenced for the taking by exercise of the
power of eminent domain of less than such a material part of the Property, or if Buyer
has the right to terminate this Agreement pursuant to the preceding sentence but Buyer
does not exercise such right, then this Agreement shall remain in full force and effect
and, at the Closing, the condemnation award (or, if not therefore received, the right
to receive such portion of the award) payable on account of the taking shall be
transferred in the same manner as title to the Property is conveyed. Seller shall give
notice to Buyer within three (3) business days after Seller’s receiving notice of the
commencement of any proceedings for the taking by exercise of the power of eminent
domain of all or any part of the Property.





13. Notices.




	 	13.1	 	All notices, demands, or other communications of any type given by any party
hereunder, whether required by this Agreement or in any way related to the transaction
contracted for herein, shall be void and of no effect unless given in accordance with
the provisions of this Paragraph. All notices shall be in writing and delivered to the
person to whom the notice is directed, either in person, by United States Mail, as a
registered or certified item, return receipt requested by telecopy or by Federal
Express. Notices delivered by mail shall be deemed given when received. Notices by
telecopy or Federal Express shall be deemed received on the business day following
transmission. Notices shall be given to the following addresses:





	 	 	 	 	 
	Seller:
	 	NNN VFWOODSIDE CORPORATE PARK, LLC
	 
	 	 	 	 
	 
	 	c/o Triple Net Properties, LLC
	 
	 	1551 N. Tustin Ave.  #300
	 
	 	Santa Ana, CA  92705
	 
	 	 	(714) 667-8252	 
	 
	 	(714) 667-6860  fax
	 
	 	Attn:  Richard T. Hutton
	Buyer:
	 	NNN WOODSIDE, LLC
	 
	 	 	 	 
	 
	 	c/o Triple Net Properties, LLC
	 
	 	1551 N. Tustin Ave. #300
	 
	 	Santa Ana, CA 92705
	 
	 	 	(714) 667-8252	 
	 
	 	(714) 667-6860 fax
	 
	 	Attn: Jeffrey T. Hanson






14. Remedies.




	 	14.1	 	Defaults by Seller. If there is any default by Seller under this
Agreement, following notice to Seller and seven (7) days, during which period Seller
may cure the default, Buyer may, as it sole options elect to either (a) declare this
Agreement terminated in which case the Deposit shall be returned to Buyer; or (b) treat
this Agreement as being in full force and effect and bring an action against Seller for
specific performance.






	 	14.2	 	Defaults by Buyer. If there is any default by Buyer under this
Agreement, following notice to Buyer and seven (7) days, during which period Buyer may
cure the default, then Seller may, as its sole remedy, declare this Agreement
terminated, in which case the Deposit shall be paid to Seller as liquidated damages and
each party shall thereupon be relieved of all further obligations and liabilities,
except any which survive termination. Notwithstanding the foregoing, the Buyer’s right
to cure shall not be applicable to a failure to close and the Closing shall in no event
be extended pursuant to this Section. In the event this Agreement is terminated due to
the default of Buyer hereunder, Buyer shall deliver to Seller, at no cost to Seller,
the Due Diligence Items and all of Buyer’s Reports.






	 	14.3	 	ARBITRATION OF DISPUTES. ANY CLAIM, CONTROVERSY OR DISPUTE, WHETHER
SOUNDING IN CONTRACT, STATUTE, TORT, FRAUD, MISREPRESENTATION OR OTHER LEGAL THEORY,
RELATED DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, WHENEVER BROUGHT AND WHETHER BETWEEN
THE PARTIES TO THIS AGREEMENT OR BETWEEN ONE OF THE PARTIES TO THIS AGREEMENT AND THE
EMPLOYEES, AGENTS OR AFFILIATED BUSINESSES OF THE OTHER PARTY, SHALL BE RESOLVED BY
ARBITRATION AS PRESCRIBED IN THIS SECTION. THE FEDERAL ARBITRATION ACT, 9 U.S.C. §§
1-15, NOT STATE LAW, SHALL GOVERN THE ARBITRABILITY OF ALL CLAIMS, AND THE DECISION OF
THE ARBITRATOR AS TO ARBITRABILITY SHALL BE FINAL.






A SINGLE ARBITRATOR WHO IS A RETIRED FEDERAL OR CALIFORNIA JUDGE SHALL CONDUCT THE
ARBITRATION UNDER THE THEN CURRENT RULES OF THE AMERICAN ARBITRATION ASSOCIATION
(THE “AAA”). THE ARBITRATOR SHALL BE SELECTED BY MUTUAL AGREEMENT ON THE
ARBITRATOR WITHIN THIRTY (30) DAYS OF WRITTEN NOTICE BY ONE PARTY TO THE OTHER
INVOKING THIS ARBITRATION PROVISION, IN ACCORDANCE WITH AAA PROCEDURES FROM A LIST
OF QUALIFIED PEOPLE MAINTAINED BY THE AAA. THE ARBITRATION SHALL BE CONDUCTED IN
SANTA ANA, CALIFORNIA AND ALL EXPEDITED PROCEDURES PRESCRIBED BY THE AAA RULES SHALL
APPLY.




THERE SHALL BE NO DISCOVERY OTHER THAN THE EXCHANGE OF INFORMATION WHICH IS PROVIDED
TO THE ARBITRATOR BY THE PARTIES. THE ARBITRATOR SHALL HAVE AUTHORITY ONLY TO GRANT
SPECIFIC PERFORMANCE AND TO ORDER OTHER EQUITABLE RELIEF AND TO AWARD COMPENSATORY
DAMAGES, BUT SHALL NOT HAVE THE AUTHORITY TO AWARD PUNITIVE DAMAGES OR OTHER
NONCOMPENSATORY DAMAGES OR ANY OTHER FORM OF RELIEF. THE ARBITRATOR SHALL AWARD TO
THE PREVAILING PARTY ITS REASONABLE ATTORNEYS’ FEES AND COSTS AND OTHER EXPENSES
INCURRED IN THE ARBITRATION, EXCEPT THE PARTIES SHALL SHARE EQUALLY THE FEES AND
EXPENSES OF THE ARBITRATOR. THE ARBITRATOR’S DECISION AND AWARD SHALL BE FINAL AND
BINDING, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY
COURT HAVING JURISDICTION THEREOF.



15. Assignment.




Buyer may assign its rights under this Agreement to an entity in which Buyer has a legally
controlling interest, provided, however, that Buyer shall have no such right unless a
written assignment is delivered to Seller no later than 7 business days before Closing; and
further provided that no such assignment shall relieve Buyer of its obligations hereunder.
Buyer shall have the right to designate up to thirty-five (35) entities to be the Grantee on
the Closing Documents.



16. Interpretation and Applicable Law.




This Agreement shall be construed and interpreted in accordance with the laws of the state
in which the Property is located (the “State”). Where required for proper interpretation,
words in the singular shall include the plural; the masculine gender shall include the
neuter and the feminine, and vice versa. The terms “successors and assigns” shall include
the heirs, administrators, executors, successors, and assigns, as applicable, of any party
hereto.



17. Amendment.




This Agreement may not be modified or amended, except by an agreement in writing signed by
the parties. The parties may waive any of the conditions contained herein or any of the
obligations of the other party hereunder, but any such waiver shall be effective only if in
writing and signed by the party waiving such conditions and obligations.



18. Attorney’s Fees.




In the event it becomes necessary for either party to file a suit or arbitration to enforce
this Agreement or any provisions contained herein, the prevailing party shall be entitled to
recover, in addition to all other remedies or damages, reasonable attorneys’ fees and costs
of court incurred in such suit or arbitration.



19. Entire Agreement; Survival.




This Agreement (and the items to be furnished in accordance herewith) constitutes the entire
agreement between the parties pertaining to the subject matter hereof and supersedes all
prior and contemporaneous agreements and understandings of the parties in connection
therewith. No representation, warranty, covenant, agreement, or condition not expressed in
this Agreement shall be binding upon the parties hereto nor affect or be effective to
interpret, change, or restrict the provisions of this Agreement. All of the obligations of
the parties hereunder and all other provisions of this Agreement shall be deemed to have
merged into the Deed and shall be extinguished at Closing or the earlier termination of this
Agreement, except as expressly provided herein. Notwithstanding anything to the contrary in
this Agreement, the



20. Multiple Originals Only; Counterparts.




Numerous agreements may be executed by the parties hereto. Each such executed copy shall
have the full force and effect of an original executed instrument. This Agreement may be
executed in any number of counterparts, all of which when taken together shall constitute
the entire agreement of the parties.



21. Acceptance.




Time is of the essence of this Agreement. The date of execution of this Agreement by Seller
shall be the date of execution of this Agreement. If the final date of any period falls
upon a Saturday, Sunday, or legal holiday under Federal law, the laws of the State or the
laws of the State of California, then in such event the expiration date of such period shall
be extended to the next day which is not a Saturday, Sunday, or legal holiday under Federal
law, the laws of the State or the State of California.



22. Real Estate Commission.




Seller and Buyer each represent and warrant to the other that neither Seller nor Buyer has
contracted or entered into any agreement with any real estate broker, agent, finder or any
other party in connection with this transaction, and that neither party has taken any action
which would result in any real estate broker’s and/or finder’s fees or commissions being due
and payable to any party with respect to the transaction contemplated hereby. Each party
hereby indemnifies and agrees to hold the other party harmless from any loss, liability,
damage, cost, or expense (including reasonable attorneys’ fees) resulting to the other party
by reason of a breach of the representation and warranty made by such party in this
paragraph.



23. Exchange.




Either party reserves the right to structure the sale of the Property as a like kind
exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. In such
event such shall have the right to assign its interest in this Agreement to a qualified
exchange intermediary of its choosing to effect such exchange. The other party shall sign a
customary assignment and/or notice of assignment, however, such assignment shall at no cost
or expense to the other party and shall not otherwise affect the term of this Agreement.



24. Confidentiality.




Buyer agrees that, prior to the closing, all Property information received by Buyer shall be
kept confidential as provided in this paragraph. Without the prior written consent of
Seller, prior to the closing, the Property information shall not be disclosed by Buyer or
its representatives, in any manner whatsoever, in whole or in part, except (1) to Buyer’s
representatives and prospective lenders, prospective investors and their representatives who
need to know the Property information for the purpose of evaluating the Property and who are
informed by the Buyer of the confidential nature of the Property information; (2) as may be
necessary for Buyer or Buyer’s representatives to comply with applicable laws, including,
without limitation, governmental, regulatory, disclosure, tax and reporting requirements; to
comply with other requirements and requests of regulatory and supervisory authorities and
self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives; to
comply with regulatory or judicial processes; or to satisfy reporting procedures and
inquiries of credit rating agencies in accordance with customary practices of Buyer or its
affiliates; and (3) to prospective tenants of the Property.



25. Master Lease Agreement.




On the date of Closing, Seller and Buyer shall finalize and execute a master lease agreement
(the “Master Lease”) in the form substantially similar to Exhibit C attached hereto
and made a part hereof, pursuant to which Seller (as tenant) shall lease from Buyer (as
landlord), commencing as of the date of Closing Suites 115, 120 and 250 in the portion of
the Property commonly known as Greystone II, consisting of 9,947 square feet of vacant
space.



THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK





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SIGNATURE PAGE FOR




Agreement for Purchase and Sale of Real Property and Escrow Instructions

(Woodside)





	 	 	EXECUTED on this the 19th day of Oct., 2007






	 	 	SELLER: NNN VF WOODSIDE CORPORATE PARK, LLC






By: Triple Net Properties, LLC




a Virginia limited liability company,




Its: Manager




By: /s/ Richard Hutton

Name: Richard Hutton

Title: Executive Vice President





	 	 	EXECUTED on this the 19th day of Oct., 200_.






	 	 	BUYER: NNN WOODSIDE, LLC






a Delaware limited liability company




By: Triple Net Properties, LLC,




a Virginia limited liability company




Its: Manager




By: /s/ Andrea R. Biller

Name: Andrea R. Biller

Title: Executive Vice President





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