EX-10.2






MEMBERSHIP INTEREST ASSIGNMENT AGREEMENT




THIS MEMBERSHIP INTEREST ASSIGNMENT AGREEMENT (the “Agreement”) is made as of March
9th , 2007 by NNN Gallery Medical Member, LLC, a Delaware limited liability company (the
“Assignor”) and NNN Healthcare/Office REIT Holding, L.P., a Delaware limited partnership (the
“Assignee”).



RECITALS:



A. As of the date hereof, Assignor owns a one hundred percent (100%) membership interest (the
“Interest”) in NNN Gallery Medical, LLC, a Delaware limited liability company (the “Company”).



B. As of the date hereof, the Company owns fee simple title to certain real estate known as
Gallery Professional Building, located in St. Paul, Minnesota as described in more particularity on
Exhibit A, attached hereto and incorporated by reference herein (collectively, the
“Property”)



C. Assignor and Assignee entered into a Membership Interest Purchase and Sale Agreement dated
March 9th, 2007 (“Contract”), whereby Assignee agreed to acquire the Interest from
Assignor.



D. Assignor wishes to transfer to Assignee, and Assignee wishes to obtain from Assignor, the
Interest for the consideration and in the manner and on the terms and conditions hereinafter set
forth.



NOW, THEREFORE, for and in consideration of (i) Ten Dollars ($10.00) cash, (ii) the mutual
covenants contained herein, and (iii) other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:



1. Transfer of Interest. Assignor hereby conveys, assigns, transfers and sets over to
Assignee the Interest, and Assignee hereby accepts from Assignor, all of Assignor’s right, title
and interest in the Interest assigned to Assignee, as of the date hereof.



2. Representations and Warranties of Assignor.



(a) Assignor represents and warrants that (i) Assignor is the lawful owner of the Interest
free and clear of all liens, encumbrances and other claims of all third persons whatsoever and (ii)
Assignor has the absolute right to transfer the Interest.



(b) Assignee represents and warrants that Assignee’s acquisition of the Interest is made for
Assignee’s account for investment purposes only, and not with a view to the resale or distribution
thereof.



(c) These representations and warranties are intended to and shall survive the transfer of the
Interest pursuant to this Agreement.



3. Indemnification. Except as expressly set forth in the Contract, Assignee agrees to
indemnify Assignor against and hold Assignor harmless from, all losses, liabilities, costs and
other expenses, including reasonable attorney’s fees, which Assignor may incur from (a) the
inaccuracy of any representation or the breach of any warranty by Assignee hereunder or from (b)
events arising out of the operations of the business of the Property after the date of this
Agreement. Except as expressly set forth in the Contract, Assignor agrees to indemnify Assignee
against and hold Assignee harmless from, all losses, liabilities, costs and other expenses,
including reasonable attorney’s fees, which Assignee may incur from (a) the inaccuracy of any
representation or the breach of any warranty by Assignor hereunder or from (b) events arising out
of the operations of the business of the Property prior to the date hereof. The representations
and warranties of Assignee and Assignor contained in this Agreement shall survive the transfer of
the Interest.



4. Release. Except as expressly set forth in the Contract, Assignor hereby releases
Assignee, and its affiliates, agents, representatives and employees from any and all liability
relating to the Property during the Assignor’s period of ownership. Except as expressly set forth
in the Contract, Assignee hereby release Assignor and its affiliates, agents, representative and
employees from any and all liability relating to the Property, during the Assignee’s period of
ownership. For purposes of the foregoing, Assignor hereby specifically waives the provisions of
Section 1542 of the California Civil Code and any similar law of any other 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 KNOW BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT
WITH THE DEBTOR.




ASSIGNOR HEREBY EXPRESSLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS
SECTION AND DISCUSSED IT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SECTION
ARE A MATERIAL PART OF THIS AGREEMENT.




Assignor’s Initials:     



To the extent required under applicable law, the parties agree that the disclaimers in this
Agreement are “conspicuous” disclaimers for purposes of any applicable law.



5. Enforceability. This Agreement has been duly executed by and delivered by and
constitutes a valid and binding agreement of the parties and is enforceable against the parties in
accordance with its terms.



6. Benefit. This Agreement shall be binding upon, and shall inure to the benefit of,
the parties hereto and their respective assigns and successors in title or interest.



7. Applicable Law. This Agreement shall be interpreted and enforced in accordance
with the laws of the State of Minnesota, without regard to any conflicts of law provisions or
principles thereof to the contrary.



8. Entire Agreement and Modification. This document contains the entire agreement
between the parties hereto with respect to the subject matter herein. This Agreement shall not be
modified unless, and then only to the extent that, a written modification is executed by all of the
parties hereto or their respective successors or assigns.



9. Counterparts. This Agreement may be executed in counterparts, and any executed
counterparts shall be binding the parties hereto and inure to their benefit as though all parties
were signatory to the same counterpart.



[SIGNATURES APPEAR ON THE FOLLOWING PAGES]





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



	 	 	 	 	 	 	 
	ASSIGNOR:	 	NNN GALLERY MEDICAL MEMBER, LLC,
	 	 
	 
	 	 	 	 	 	 
	 	 	a Delaware limited liability company
	 	 
	 
	 	 	 	 	 	 
	
 
	 	By:
	 	Triple Net Properties, LLC,
	 	

	 
	 	 	 	 	 	 
	 	 	 	 	a Virginia limited liability company

	 
	 	 	 	 	 	 
	
 
	 	 	 	its Sole Member
	 	

	 
	 	 	 	 	 	 
	
 
	 	 	 	By: /s/ Jeff Hanson
	 	

	 
	 	 	 	 	 	 
	 	 	 	 	 

	 
	 	 	 	 	 	 
	
 
	 	 	 	Name: Jeff Hanson
	 	

	 
	 	 	 	 	 	 
	 	 	 	 	 

	 
	 	 	 	 	 	 
	
 
	 	 	 	Title: Chief Investment Officer
	 	

	 
	 	 	 	 	 	 
	 	 	 	 	 

	 
	 	 	 	 	 	 






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	ASSIGNEE:	 	 	 	NNN Healthcare/Office REIT Holding, L.P.,

	 
	 	 	 	 	 	 
	
 
	 	 	 	a Delaware limited partnership
	 	

	 
	 	 	 	 	 	 
	
 
	 	 	 	By:
	 	NNN Healthcare/Office REIT, Inc.,

a Maryland corporation

its General Partner
	 
	 	 	 	 	 	 
	
 
	 	 	 	 	 	By: /s/ Andrea R. Biller
	
 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	
 
	 	 	 	 	 	Name: Andrea R. Biller
	
 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	
 
	 	 	 	 	 	Title: EVP
	
 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 







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