EX-10.1






PURCHASE AND SALE AGREEMENT




by




and




between




EL DORADO APARTMENTS, LLC,

a Texas limited liability company




“Seller"




and




TRIPLE NET PROPERTIES, LLC

a Virginia liability company




“Purchaser"




1




PURCHASE AND SALE AGREEMENT




INDEX




	 	 	 	 	 	 	 
	SECTION

	 	 	 	 	 	PAGE
	 

	 	 	 	 	 	 
	SIGNATURE PAGE
	 	 	 	 
	EXHIBITS

	 	

	 	

	 	

	 

	 	

	 	

	 	

	EXHIBIT A

	 	-
	 	Legal Description of the Land
	 	

	EXHIBIT A-1 -
	 	Reserved	 	 
	EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

EXHIBIT F

EXHIBIT G

EXHIBIT H

EXHIBIT I

EXHIBIT J

EXHIBIT K

EXHIBIT L

EXHIBIT M

	 	-

-

-

-

-

-

-

-

-

-

-

-
	 	Rent Roll

Reserved

Reserved

Reserved

Schedule of Contracts

Reserved

Form of Certification of Non-Foreign Status

Form of Certificate Regarding Representations and Warranties

Form of Bill of Sale

Form of Contract Assignment

Form of Lease Assignment

Form of Notice to Tenants
	 	





























2




PURCHASE AND SALE AGREEMENT




1. IDENTIFICATION OF PARTIES



THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of February 21, 2007,
between EL DORADO APARTMENTS, LLC, a Texas limited liability company (“Seller”) and TRIPLE NET
PROPERTIES, LLC, a Virginia limited liability company (“Purchaser”).



R E C I T A L S:



A. Seller owns that certain real property located in Collin County, State of Texas (the
“State”), consisting of approximately 13.698 acres of land, commonly known as the Villas at El
Dorado Apartments, and more particularly described on Exhibit A attached hereto and
incorporated herein by this reference (the “Land”), together with the improvements located thereon,
containing 248 apartments, and all other improvements located thereon (the “Improvements”).



B. Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of
Seller’s right, title and interest in and to the Property (hereinafter defined) for the price and
on the terms and conditions hereinafter set forth.



C. The date the Escrow Agent (hereinafter defined) receives a fully executed copy of this
Agreement shall be the “Effective Date”.



NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements hereinafter
set forth, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:



2. DESCRIPTION OF THE PROPERTY



Seller hereby agrees to sell and convey to Purchaser and Purchaser hereby agrees to purchase
from Seller all of Seller’s right, title and interest in and to the following:



(a) The Land, together with the Improvements;



(b) All of Seller’s interest as lessor in all leases covering the Land and the Improvements
(said leases, together with any and all amendments, modifications or supplements thereto, are
hereinafter referred to collectively as the “Leases” and are identified in the Rent Roll
(hereinafter defined) attached hereto as Exhibit B);



(c) All rights, privileges, easements and appurtenances appertaining to the Land and the
Improvements including, without limitation, all easements, rights-of-way and other appurtenances
used or connected with the beneficial use or enjoyment of the Land and the Improvements. The Land,
the Improvements, and all such rights, privileges, easements and appurtenances (including, without
limitation, Seller’s interest as lessor under the Leases) are sometimes hereinafter collectively
referred to as the “Real Property”;



(d) All personal property, equipment, supplies and fixtures (collectively, the “Personal
Property”) owned by Seller and used in the operation of the Real Property including, without
limitation, all property described in the inventory delivered as part of the Due Diligence
Documents; and



(e) All intangible property used in connection with the foregoing, if any, including, without
limitation, any trademarks, trade names (including, without limitation, the exclusive right to use
the name Villas at El Dorado Apartments), and any contract rights, licenses (to the extent
transferable), permits (to the extent transferable) and warranties (to the extent transferable),
all as may be more particularly described in the Due Diligence Documents (the “Intangible Personal
Property”). The Real Property, the Personal Property and the Intangible Personal Property are
sometimes hereinafter collectively referred to as the “Property”.



3. THE PURCHASE PRICE



The purchase price for the Property is Nineteen Million and No/100 Dollars ($19,000,000.00)
(the “Purchase Price”) and shall be paid to Seller by paying the balance of the Purchase Price by
wire transfer of immediately available funds at the Closing (hereinafter defined), net of all
prorations and adjustments as provided herein.



Within two (2) business days of the execution of this Agreement, Purchaser shall deliver to
LandAmerica, 8201 Preston Road, Suite 288, Dallas, Texas 75225, as escrow agent (the “Escrow
Agent”), by wire transfer in the amount of $150,000 (the “Initial Deposit” and together with the
Extension Deposit, hereinafter defined, collectively the “Deposit”), which Deposit Escrow Agent
shall hold and disburse in accordance with the terms and provisions of this Agreement and a written
escrow agreement (the “Escrow Agreement”). For purposes of this Agreement, the term Deposit
includes interest earned thereon, if any. Escrow Agent shall pay the Deposit to Seller at Closing
and the Deposit shall be applied as a credit to the Purchase Price and shall otherwise be held and
disbursed in accordance with the terms of this Agreement and the Escrow Agreement. If either
Purchaser or Seller is entitled under this Agreement to the payment of the Deposit, or any portion
thereof, and requests Escrow Agent to make such payment (whether to itself or the other party), the
other party agrees to provide notice to Escrow Agent authorizing such payment, unless such other
party disagrees with such request in which event the provisions of the Escrow Agreement shall
control.



4. TITLE



(a) As soon as possible following the execution of this Agreement, Purchaser shall order, at
Seller’s expense, a title commitment on the Real Property (the “Commitment”), together with legible
copies of all documents relating to the title exceptions referred to in the Commitment.



(b) The Due Diligence Documents include an existing survey of the Property (the “Survey”). As
soon as possible following the execution of this Agreement, Purchaser shall order an update of the
Survey sufficient to enable title company to amend the “areas and boundaries” exception to except
only to “shortages in area” (the “Updated Survey”), showing, at Purchaser’s determination, lot
lines and monuments, building lines, easements both burdening and benefiting the Real Property,
utilities, including water and sewer lines to the point of connection with the public system, the
Improvements (including loading docks, if any, and parking spaces), encroachments, if any, on the
Real Property or over adjoining properties, and other matters located on or affecting the Real
Property, together with a certificate as to whether the Real Property lies within a flood zone as
determined by the Federal Emergency Management Agency. The Updated Survey shall be certified as
true and correct by the surveyor for the benefit of Seller, Purchaser and title company. Seller
shall pay for the cost of updating the Survey to a current date. Purchaser shall pay for any
additional surveying desired beyond what was included in the Survey, including any revisions to the
form of certificate.



By the end of the Due Diligence Period (hereinafter defined), Purchaser shall notify (the
“Title Notice”) Seller of any title exceptions or survey matters which adversely affect Purchaser’s
use, or the marketability of title to, the Real Property (“Disapproved Matters”). All other title
exceptions set forth in the Commitment or shown on the Survey or Updated Survey shall constitute
the “Permitted Encumbrances”. Seller shall have the right, but not the obligation, to remove, or
cause to be removed, all Disapproved Matters or, in the alternative, obtain title insurance in a
form reasonably satisfactory to Purchaser insuring against the effect of such Disapproved Matters.
Notwithstanding the foregoing, Seller shall be obligated to remove all monetary encumbrances.
Within five (5) days of receipt of the Title Notice, Seller shall notify Purchaser in writing of
any Disapproved Matters which Seller is unable or unwilling to cause to be removed or
satisfactorily insured against. If Seller shall fail to give any such notice within such time,
Seller shall be deemed to have given a notice stating that it will not cause any Disapproved
Matters to be removed or satisfactorily insured against. Purchaser shall then, within five (5)
days after Seller gives or is deemed to have given its notice, elect, by giving written notice to
Seller, (i) to terminate this Agreement and have the Deposit returned to it, or (ii) to waive its
disapproval of such exceptions or survey matters (such exceptions or survey matters shall then be
deemed to be “Permitted Encumbrances”). Failure by the Purchaser to give the Seller said notice
shall constitute a determination by Purchaser to terminate this Agreement for title or survey
objections.



5. REPRESENTATIONS AND WARRANTIES OF SELLER



Seller hereby represents and warrants to Purchaser that the following matters are true and
correct as of the execution of this Agreement and will also be true and correct as of the Closing:



(a) Seller is a limited liability company duly organized and validly existing under the laws
of the State of Texas. This Agreement has been, and all the documents executed by Seller which are
to be delivered to Purchaser at the Closing will be, duly authorized, executed and delivered by
Seller and will be legal, valid and binding obligations of Seller enforceable against Seller in
accordance with their respective terms (except to the extent that such enforcement may be limited
by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the
right of contracting parties generally), will be sufficient to convey title (if they purport to do
so), and will not violate any provisions of any agreement to which Seller is a party or to which
the Property or Seller is subject. No consent, waiver or approval by any third party is required
in connection with the execution and delivery by Seller of this Agreement or the performance by
Seller of the obligations to be performed by Seller under this Agreement.



(b) Seller has received no notice from any governmental authority advising of a violation of
any applicable building codes, environmental, zoning, subdivision, and land use laws, and other
local, state and federal laws and regulations.



(c) (i) To Seller’s knowledge, the Due Diligence Documents (other than as to the Contracts and
the Operating Statements) delivered to Purchaser pursuant to this Agreement, are true, correct and
complete in all material respects, (ii) the Contracts and the Operating Statements delivered to
Purchaser pursuant to this Agreement, are true, correct and complete in all material respects,
(iii) to Seller’s knowledge, all certificate(s) of occupancy and warranties are in full force and
effect, and (iv) to Seller’s knowledge, all contracts or documents required to be delivered to
Purchaser pursuant to this Agreement are in full force and effect, without material default by any
party and without any right of set-off except as disclosed in writing at the time of such delivery.



(d) The Rent Roll attached hereto as Exhibit B is true, correct and complete in all
material respects. As of the Closing, the Rent Roll delivered at the Closing will be true, correct
and complete in all material respects. To Seller’s knowledge, the copies of the Leases delivered
to Purchaser are, in all material respects, true, correct and complete copies and are in full force
and effect, without default by any party and without any right of setoff, except as expressly
provided by the terms of such Leases or as disclosed to Purchaser in writing at the time of
delivery. The copies of the Leases and other agreements with the tenants under the Leases (the
“Tenants”) delivered to Purchaser pursuant to this Agreement constitute the entire agreements with
such Tenants relating to the Real Property, have not been amended, modified or supplemented in any
material manner, except for such amendments, modifications and supplements delivered to Purchaser,
and there are no other leases or tenancy agreements affecting the Real Property.



(e) Exhibit F attached hereto is a true and complete schedule of all of the Contracts
(as hereinafter defined in Section 7), true, complete and correct copies of which will be
included in the Due Diligence Documents. Those Contracts which cannot be terminated as of the
Closing Date are designated as such on Exhibit F and are referred to herein as the “Non-Cancellable
Contracts.” To Seller’s knowledge, the Contracts are in full force and effect, without material
default by any party and without any claims made for the right of setoff, except as expressly
provided by the terms of such Contracts or as disclosed to Purchaser in writing at the time of such
delivery. The Contracts constitute the entire agreements with such vendors relating to the
Property, have not been amended, modified or supplemented in any material respect, except for such
amendments, modifications and supplements delivered to Purchaser, and there are no other agreements
with any third parties (excluding, however, the Leases and Permitted Encumbrances) affecting the
Property which will survive the Closing.



(f) To Seller’s knowledge, and except as disclosed to Purchaser in writing as part of the Due
Diligence Documents, there are no condemnation, environmental, zoning or other land-use regulation
proceedings, either instituted or threatened to be instituted, which would detrimentally affect the
value of the Real Property or the use and operation of the Real Property for its intended purpose,
and there are no assessments affecting the Real Property other than as set forth in the Commitment
or in the Due Diligence Documents.



(g) Seller has received no notice advising that (i) any utility required by law for the
present use and operation of the Property has not been installed across public property or valid
easements to the boundary lines of the Real Property, or is not connected pursuant to valid
permits, or (ii) such facilities are inadequate to service the Property or are not in good
operating condition.



(h) At the Closing, there will be no outstanding contracts made by Seller for the construction
or repair of any improvements to the Improvements which have not been fully paid for or are due to
be paid for in the ordinary course of business, and Seller shall cause to be discharged or bonded
off all mechanics’ or materialmen’s liens arising from any labor or materials furnished to the
Improvements prior to the Closing.



(i) Except for de minimus amounts of same as may be customarily found in apartment complexes
and used in compliance with all applicable laws (such as cleaners, fuel, pesticides and the like),
Seller does not use, treat, store or dispose of, and, to Seller’s knowledge, Seller has not
permitted anyone else to use, treat, store or dispose of, whether temporarily or permanently, any
hazardous or toxic materials (“Hazardous Materials”) at, on or beneath the Real Property in
violation of any federal, state or local law, regulation or ordinance. Seller has no knowledge of
the presence, use, treatment, storage, release or disposal of any Hazardous Materials at, on or
beneath the Real Property which has created or might create any liability of owners or occupants of
the Real Property under any federal, state or local law or regulation or which would require
reporting to a governmental agency. Except as disclosed in writing to Purchaser, to Seller’s
knowledge no asbestos or PCBs are contained in or stored on the Real Property. To Seller’s
knowledge, there are no storage tanks located in, on or under the Real Property.



(j) Seller has not received any notice from any insurance carrier of any defects or
inadequacies in the Property, or in any portion thereof, which would adversely affect the
insurability thereof or the cost of such insurance. Except as delivered to Purchaser, there are no
pending insurance claims.



(k) Except as set forth in the Due Diligence Materials, there are no pending or, to Seller’s
knowledge, threatened legal proceedings or actions of any kind or character affecting the Property
or Seller’s interest therein. Except as delivered to Purchaser as part of the Due Diligence
Documents, to Seller’s knowledge there are no litigation documents relating to any of the matters
referred to in the preceding sentence.



(l) Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal
Revenue Code of 1986, as amended (the “Code”), and Seller will furnish to Purchaser, prior to the
Closing, an affidavit in the form attached hereto as Exhibit H.



The representations and warranties made in this Agreement by Seller shall be continuing and
shall be deemed remade by Seller as of the Closing with the same force and effect as if in fact
made at that time. All representations and warranties made in this Agreement shall not merge into
any instrument or conveyance delivered at the Closing but shall survive the Closing for a period of
seven (7) months. To that end, Purchaser must notify Seller in writing of any claim of a breach of
any representation or warranty on or before the date that is seven (7) months after the Closing.
Any claim for a breach as to which Purchaser does not timely so notify Seller will be barred.
Seller may attempt to cure the breach for a period of thirty (30) days after Seller receives the
written notice. If Seller fails to cure the breach within the thirty (30) day cure period,
Purchaser may file a pleading for recovery due to the breach in a court of competent jurisdiction
on or before the date that is two (2) years after the Closing Date. Any suit that is not filed on
or before that date will be barred. The provisions of this Section will survive the Closing.



6. REPRESENTATIONS AND WARRANTIES OF PURCHASER



Purchaser hereby represents and warrants to Seller that this Agreement has been, and all the
documents to be delivered by Purchaser to Seller at the Closing will be, duly authorized, executed
and delivered by Purchaser, are, and in the case of the documents to be delivered will be, legal
and binding obligations of Purchaser, are, and in the case of the documents to be delivered will
be, enforceable in accordance with their respective terms (except to the extent that such
enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles
relating to or limiting the rights of contracting parties generally), and do not, and will not at
the Closing, violate any provisions of any agreement to which Purchaser is a party.



7. SELLER’S DELIVERIES



(a) Seller has delivered, or will deliver to Purchaser no later than five (5) days following
the execution hereof by all parties, the following documents and the documents (the “Due Diligence
Documents”):




(i) A current rent roll pertaining to the Real Property (the “Rent Roll”) setting forth
in respect of each Tenant unit: the name of the Tenant occupying such unit, the security
deposit, pet deposit or other deposit paid by the Tenant, the term of the Lease for such
unit, the commencement date for the term of the Lease for such space, the annual rent for
each unit, and the expiration date of the term of such Lease, together with an aged
delinquency report.




(ii) A statement of insurance coverage and premiums by policy type and copies of
insurance certificates (or the actual policies, if available) for the fire, extended
coverage, public liability insurance, flood insurance, if any, and any other insurance
maintained by or for the benefit of Seller (the “Existing Insurance Policies”); provided
that Seller need not deliver such Policies to the extent coverage is provided by Seller’s
blanket policies.




(iii) A copy of all income and expense statements, year end financial and monthly
operating statements for the Property and capital improvements (the “Operating Statements”)
for the calendar year 2006 and, to the extent available, the current year, copies of
operating and capital budgets for the current fiscal year.




(iv) The Survey, and any “as built” plans and specifications of the Improvements, floor
plans, site plans and any other plans and specifications relating to the Real Property in
the possession or control of Seller.




(v) Copies of any inspection, soils, engineering, environmental, ADA, zoning, termite
seismic or architectural notices, plans, diagrams, studies or reports in the possession or
control of Seller which relate to the physical condition or operation of the Real Property
or the Personal Property or recommended improvements thereto.




(vi) A copy of the bill or bills issued for the most recent year for which bills have
been issued for all real estate taxes (including assessed value) and personal property
taxes, and a copy of any and all notices in the possession or control of Seller pertaining
to real estate taxes or assessments applicable to the Real Property or the Personal Property
(the “Tax Bills”).




(vii) A copy of all outstanding third party leasing, maintenance, repair, service, pest
control and supply contracts (including, without limitation, janitorial, scavenger and
landscaping agreements), equipment rental agreements, all contracts for repair or capital
replacement to be performed at the Real Property, all contracts in Seller’s possession or
control for repair or capital replacement covering work performed at the Real Property
during the three (3) years immediately preceding the date hereof if the contract price was
in excess of $10,000, and any other contracts relating to or affecting the Property (other
than Leases) which will be binding upon the Property or Purchaser subsequent to the Closing,
all as amended (collectively, the “Contracts”) together with a list of any Non-Cancellable
Contracts.




(viii) A copy of all Leases and any other agreements which are in effect thereto with
the Tenants of the Real Property, all as amended, shall be made available at the Property
and need not be actually delivered to Purchaser.




(ix) Copies of all certificate(s) of occupancy, licenses, permits, authorizations and
approvals in the possession or control of Seller which were obtained by Seller with respect
to the Property, or any portion thereof, occupancy thereof or any present use thereof,
including, without limitation, such permits as are necessary for the present operation of
the Property with full use of all Improvements located thereon (the “Governmental
Approvals”).




(x) A copy of all written guarantees and warranties relating to the Property in the
possession or control of Seller.




(xi) Copies of pending insurance claims or litigation documents relating to the
Property.




(xii) An inventory of any material items of Personal Property.




(xiii) Utility bills for the preceding twelve (12) months and a summary of all utility
deposits.




(xii) Any other documents and information in the possession or control of Seller
reasonably requested by Purchaser and used or useful in connection with Seller’s ownership
or operation of the Property will either be made available to Purchaser at the Property or
delivered to Purchaser.



Notwithstanding anything to the contrary contained in this Agreement, in the event that Seller,
despite its good-faith efforts, shall be unable to fully perform its obligations to deliver all of
the documents and information as required under this Section 7, then Purchaser’s sole
remedy shall be the right to elect, on or before the expiration of the Due Diligence Period, by
giving written notice to Seller, either (i) to terminate this Agreement and have the Deposit
returned to it or (ii) to waive such failure to provide such documents and information and to
consummate the transaction contemplated hereby with no adjustment in the Purchase Price. If
Purchaser elects to terminate this Agreement as aforesaid, any money or documents shall be returned
to the party depositing the same, and thereafter this Agreement shall become null and void with no
further obligation on the part of either party.



For a period of time expiring on April 5, 2007 (the “Due Diligence Period”) and with prior
reasonable notification to Seller, Purchaser, its agents and representatives shall be entitled:
(i) to enter onto the Real Property during normal business hours to perform inspections and tests
of the Real Property or the Personal Property, including all leased areas (subject to the rights of
the Tenants and, at Seller’s option, with a representative of Seller present) and structural and
mechanical systems within the Improvements; (ii) to examine and copy any and all books and records
maintained by Seller or its agents relating to receipts and expenditures pertaining to the
Property; (iii) subject to the terms of the Leases, to interview the Tenants during normal business
hours; (iv) to examine for the presence or absence of hazardous or toxic materials, substances or
wastes (collectively, “Hazardous Materials”); and (v) to review the documentation described in this
subsection (a). Prior to entering upon the Land to make inspections, Purchaser shall provide and
shall cause each third party making inspections to provide, to Seller liability insurance in the
amount of $2,000,000 naming Seller as an additional insured. After making such tests and
inspections, Purchaser agrees to promptly restore the Real Property and the Personal Property to
their condition prior to such tests and inspections. Purchaser agrees to indemnify and hold
harmless Seller from all loss, cost and expense (including reasonable attorneys’ fees) incurred,
suffered by, or claimed against Seller by reason of any actual damage to the Real Property or the
Personal Property or injury to persons caused by Purchaser and/or its agents, employees or
contractors in exercising its rights under clauses (i) or (iv) above. The indemnification and hold
harmless provisions of this Section 7 shall survive any termination of this Agreement. All
such investigations and inspections shall be done in such a way as to minimize disruption of
tenants’ business operations and interference with tenants generally.



In the event that all aspects of the Property are not acceptable to Purchaser in its sole
discretion, Purchaser may give written notice thereof to Seller and Escrow Agent prior to the
expiration of the Due Diligence Period, the Initial Deposit shall be returned to Purchaser and this
Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and
all liability under this Agreement except the indemnification obligation described in the preceding
paragraph.



Failure of the Purchaser to give the Seller a letter objecting to any of the documentation
described in subsection (a) of this Section 7 within the Due Diligence Period shall
constitute a waiver by Purchaser to terminate this Agreement because of the unacceptability of
these items.



Purchaser shall give Seller written notice of those Contracts, other than the Non-Cancellable
Contracts, Purchaser desires Seller to terminate prior to Closing and Seller shall arrange to
terminate those Contracts designated by Purchaser as of the Closing.



(b) PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN
SECTION 5, SELLER IS SELLING AND PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL
FAULTS” BASIS AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND
WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING
THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical
condition of the Property, including, but not limited to, the structural elements, foundation,
roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC,
plumbing, sewage, and utility systems, facilities and appliances, (ii) the quality, nature,
adequacy, and physical condition of soils, geology and any groundwater, (iii) the existence,
quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the
development potential of the Property, and the Property’s use, habitability, merchantability, or
fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning
or other legal status of the Property or any other public or private restrictions on use of the
Property, (vi) the compliance of the Property or its operation with any applicable codes, laws,
regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or
quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous
Materials on, under or about the Property or the adjoining or neighboring property, (viii) the
quality of any labor and materials used in any improvements on the Real Property, (ix) the
condition of title to the Property, (x) the Leases or Contracts and (xi) the economics of the
operation of the Property.



(c) Without limiting the above, except with respect to a breach by Seller of any of the
representations and warranties contained in Section 5 hereof or Seller’s obligations
hereunder, or Seller’s fraud, Purchaser on behalf of itself and its successors and assigns waives
its right to recover from, and forever releases and discharges, Seller, Seller’s affiliates,
Seller’s investment manager, the partners, trustees, shareholders, directors, officers, employees
and agents of each of them, and their respective heirs, successors, personal representatives and
assigns, from any and all demands, claims, legal or administrative proceedings, losses,
liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including,
without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown,
foreseen or unforeseen, that may arise on account of or in any way be connected with the physical
condition of the Property or any law or regulation applicable thereto, including, without
limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended (42 U.S.C. Section 9601 et seq.), the Resource Conservation and Recovery Act of 1976
(42 U.S.C. Section 6901 et seq.), the Clean Water Act (33 U.S.C. Section 1251 et seq.), the Safe
Drinking Water Act (42 U.S.C. Section 300f et seq.), the Hazardous Materials Transportation Act
(49 U.S.C. Section 1801 et seq.), and the Toxic Substances Control Act (15 U.S.C. Section 2601
et seq.).



(d) The provisions of this Section 7 shall survive the Closing.



8. CONDITIONS PRECEDENT TO CLOSING



The following shall be conditions precedent to Purchaser’s obligation to consummate the
purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”):



(a) Title shall have been approved by Purchaser under Section 4 with title company
standing ready to issue an owner’s policy of title insurance in the form customarily delivered in
the State insuring Purchaser’s interest in the Land and Improvements, dated the day of the Closing,
with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances,
together with such amendments and endorsements as Purchaser reasonably may require and as may be
agreed upon with the Title Company prior to the expiration of the Due Diligence Period (the “Title
Policy”).



(b) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in
the form attached hereto as Exhibit I updating the representations and warranties of Seller
through Closing, which Certificate Seller covenants to deliver unless new matters or knowledge of a
defect arises, in which case Seller shall deliver a Certificate disclosing such matter and the
representations and warranties shall be appropriately reformed to reflect any such disclosure. If
the newly disclosed matter is material, Purchaser may then either (i) waive such matter and
consummate the transaction contemplated hereby or (ii) terminate this Agreement, in which case the
Deposit shall be returned to Purchaser and neither party shall have any further obligations or
liabilities hereunder and any documents shall be returned to the party depositing the same.



(c) There shall be no Hazardous Materials at the Property that were not present at the end of
the Due Diligence Period.



In the event that any Purchaser’s Condition Precedent is not satisfied, Purchaser shall give
written notice thereof to the Seller and Escrow Agent, the Deposit shall be returned to the
Purchaser and this Agreement shall terminate and both Seller and Purchaser shall thereafter be
relieved from any and all liability under this Agreement except for the indemnification and hold
harmless provisions contained in Section 7.



9. COVENANTS OF PURCHASER AND SELLER



Seller and Purchaser hereby covenant with each other, as follows:



(a) Prior to the expiration of the Due Diligence Period, Seller shall not enter into any
Contract with respect to the Property without giving Purchaser written notice of its execution.
After the expiration of the Due Diligence Period and prior to the Closing, Seller shall not enter
into any Contract with respect to the Property which will survive the Closing or will otherwise
affect the use, operation or enjoyment of the Property after the Closing, unless Seller first shall
have obtained Purchaser’s prior written consent, not to be unreasonably withheld, conditioned or
delayed. If Purchaser has not notified Seller within three (3) business days of receipt of a
request for approval of its decision, Purchaser shall be deemed to have approved the matter.



(b) The Existing Insurance Policies, or equivalent coverage, shall remain continuously in
force through the day of the Closing.



(c) At all times prior to the Closing, Seller shall (i) operate and manage the Property in the
same manner it presently operates and manages the Property, (ii) maintain present services, (iii)
maintain the Property in good repair and working order, reasonable wear and tear excepted, (iv)
keep on hand sufficient materials, supplies, equipment and other personal property for the
efficient operation and management of the Property in a first class manner, and (v) perform when
due all of Seller’s material obligations under the Leases, the instruments securing any mortgage
lien on the Property, Contracts, Governmental Approvals and other agreements relating to the
Property and otherwise in accordance with applicable laws, ordinances, rules and regulations
affecting the Property. Prior to and as of the Closing, Seller shall cause all units vacated at
least seven (7) days prior to Closing to be made rent-ready and available for occupancy based on
standards and methods used by Seller prior to execution of this Agreement, and shall cause all
appliances in all vacant units to be clean and in working order (the “Appliance Standards”). As to
units vacated within seven (7) days of Closing, in lieu of making same ready, Seller shall have the
right to give Purchaser a credit of $750 for each such unit and upon Purchaser’s assumption of
responsibility for same, assign the tenant’s security deposit to Purchaser for such unit. After
full execution of this Agreement and until the Closing, Seller shall maintain substantially all
existing personnel on the Property in their current employment positions at their current rates of
compensation. In the event of the Closing of the purchase of the Property, Purchaser need not
retain the existing employees and management agents of Seller for the Property, and, accordingly,
on the Closing, Seller shall (i) cause all employment and management agreements respecting the
Property to be terminated, and deliver evidence of such termination to Purchaser, and (iii) remove
all employees and management personnel from the Property. Except for the obligation of Seller to
use its reasonable efforts to fully enforce the material obligations of Tenants under the Leases,
nothing contained in this Section 9(d) shall be deemed or construed as imposing any
obligations of such Tenants onto Seller. Seller shall take steps to terminate, as of the day of
the Closing, those of the Contracts designated in writing by Purchaser (no less than ten (10) days
prior to Closing) which may by their terms be so terminated, excluding the Non-Cancellable
Contracts. None of the Personal Property shall be removed from the Real Property, unless replaced
by Personal Property of equal or greater utility and value unless such Personal Property has no
material value.



(d) Seller shall pay in full, prior to the Closing, all bills and invoices for labor, goods,
utility charges, material and services of any kind relating to the Property.



(e) Seller agrees to pay any brokerage or leasing fee or similar commission or other
compensation with respect to the Leases, if any (“Leasing Commissions”) which is or will become due
and payable prior to the Closing, except for lease renewals, or exercises of expansion options,
entered into after the date of this Agreement which shall be Purchaser’s obligation if the Closing
occurs. All other brokerage or leasing fees or similar commissions with respect to the Leases
which, on an absolute or contingent basis, will become due and payable after the Closing, including
fees or commissions or other compensation with respect to renewals are included as part of the Due
Diligence Documents; the amount of such fees or commissions due on an absolute basis prior to
Closing but unpaid as of Closing will be credited against the Purchase Price payable by Purchaser
at the Closing, however, all such fees or commissions or other compensation due or payable after
the Closing on an absolute or contingent basis, to the extent disclosed in the Due Diligence
Documents, shall become obligations of Purchaser after the Closing.



(f) After the date hereof and prior to the Closing, except for leases in the ordinary course
of business above, no part of the Property, or any interest therein, shall be alienated, liened,
encumbered or otherwise transferred. Seller shall make all payments of principal and interest
required under any mortgages encumbering the Property due prior to the Closing.



(g) Seller agrees that it will, at any time and from time to time after the Closing, upon the
reasonable request of Purchaser and at Purchaser’s cost and expense, do, execute, acknowledge and
deliver, or cause to be done, executed, acknowledged and delivered, all such further acts, deeds,
assignments, transfers, conveyances and assurances as may be reasonably required for better
assigning, transferring and conveying the Property to Purchaser. Purchaser agrees that it will, at
any time and from time to time after the Closing, upon the reasonable request of Seller and at
Seller’s cost and expense, do, execute, acknowledge and deliver, or cause to be done, executed,
acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances and
assurances as may be reasonably required for better assigning, transferring and conveying the
Property to Purchaser.



(h) Upon Purchaser’s request, for a period of six (6) months after the Closing, Seller shall
make all Seller’s records with respect to the Property available to Purchaser for inspection,
copying and audit by Purchaser’s designated accountants.



(i) Seller shall promptly notify Purchaser of any change in any condition with respect to the
Real Property or of any event or circumstance which makes any representation or warranty of Seller
to Purchaser under this Agreement materially untrue or misleading, or any covenant of Seller under
this Agreement incapable or less likely of being performed.



(j) Seller shall deliver to Purchaser on a monthly basis until Closing updated operating
statements and Rent Rolls.



(k) Seller shall not apply any tenant’s security deposit unless the tenant is out of its
premises as of Closing.



(l) Seller shall give Purchaser prompt notice of any fire or other casualty affecting the
Property.



(m) Seller shall give Purchaser prompt notice of any notice of violation issued by any
governmental authorities with respect to the Property and received by Seller.



10. SELLER’S CLOSING DOCUMENTS



At the Closing, Seller shall deliver to Purchaser the following, in form and substance
acceptable to Purchaser:



(a) A special warranty deed executed by Seller (the “Deed”), in recordable form, conveying the
Property to Purchaser, free and clear of all liens, encumbrances, security interests, options and
adverse claims of any kind or character except the Permitted Encumbrances and matters arising by or
through Purchaser.



(b) A Bill of Sale, executed by Seller (the “Bill of Sale”) in the form attached hereto as
Exhibit J, transferring, conveying and assigning and warranting to Purchaser, the Personal
Property, free and clear of all liens, encumbrances, security interests, options and adverse claims
of any kind or character other than the Permitted Encumbrances, together with the original
certificates of title thereto, if any.



(c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit
K, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected
in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect,
defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and
expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related
to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period
following the Closing, (ii) any and all guarantees and warranties used or made in connection with
the operation, construction, improvement, alteration or repair of the Property, and (iii) all
right, title and interest of Seller and its agents in and to the Intangible Personal Property
(including the Governmental Approvals to the extent assignable).



(d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form
attached hereto as Exhibit L executed by Seller, to Purchaser, together with an agreement
by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all
claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with
the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser
relating to the period following the Closing.



(e) To the extent not previously delivered to Purchaser, originals of the Leases, the
Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of
occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if
such originals are not available, copies certified by Seller to be true, correct and complete
copies of such originals.



(f) Any keys in the possession of Seller to all locks located in the Property.



(g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants
(the “Tenant Letters”), in form of Exhibit M attached hereto, notifying and directing
payment of all rent and other sums due from Tenants from and after the date of the Closing to be
made at Purchaser’s direction.



(h) Reasonable proof of the due authorization, execution and delivery by Seller of this
Agreement and the documents delivered by Seller pursuant hereto.



(i) A Rent Roll, prepared as of the day of the Closing, certified by Seller to be true and
correct in all material respects through the day preceding the Closing.



(j) An affidavit from Seller in the form attached hereto as Exhibit H certifying that
such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.



(k) The Certificate.



(l) Any other documents, instruments or agreements called for hereunder which have not
previously been delivered or which may be required by the Escrow Agent to issue the Title Policy.



11. PURCHASER’S CLOSING DOCUMENTS



	 	 	 
	At the Closing, Purchaser shall deliver to Seller:

	(a)

(b)

	 	An executed counterpart of the Contract Assignment.

An executed counterpart of the Lease Assignment.






(c) An executed counterpart of the Tenant Letters.



(d) The Purchase Price net of the Deposit and prorations by wire transfer.



(c) Reasonable proof of the authority of Purchaser’s signatories.



(d) Any other documents, instruments or agreements reasonably necessary to close the
transaction as contemplated by this Agreement.



12. PRORATIONS AND ADJUSTMENTS



The following shall be prorated and adjusted between Seller and Purchaser as of the day of the
Closing, except as otherwise specified:



(a) Collected Rents and other charges, other than Delinquent Rents (as hereinafter defined),
shall be prorated by credit to Purchaser. Prepaid rents and other charges shall be credited to
Purchaser. Rents unpaid for the month in which the Closing occurs, which are uncollected as of
Closing but which are received within the month in which the Closing occurs shall be prorated.
Rents and other charges which at the Closing are thirty (30) or more days past due (“Delinquent
Rents”) shall not be prorated. Rents and other amounts received by Purchaser after the Closing
from a Tenant owing Delinquent Rents shall be applied (i) first, to all Purchaser’s costs of
collection incurred with respect to such Tenant (including reasonable attorneys’ fees); (ii)
second, to rents due for the month in which such payment is received by Purchaser; (iii) third, to
rents attributable to any period after the Closing which are past due on the date of receipt; and
(iv) then, to Delinquent Rents. Seller shall promptly remit to Purchaser all sums received by
Seller from Tenants after the Closing other than for rents for which Purchaser received credit
hereunder.



(b) The amount of all unforfeited or applied security and other Tenant deposits and interest
due thereon, if any, shall be credited to Purchaser.



(c) If current bills for accrued general real estate, personal property and ad valorem taxes
and assessments for the current tax year are not available, the same shall be prorated on the basis
of the most recent assessed valuation and the most recent millage rate, re-prorated when actual
figures are known.



(d) Such other items that are customarily prorated in transactions of this nature (including,
without limitation, any utilities paid by Seller under the Leases) shall be prorated.



The provisions of this Section 12 shall survive the Closing.



Purchaser shall be deemed to be the owner of the Property and, therefore, entitled to the
income from the Property and responsible for the expenses of the Property for the entire day upon
which the Closing occurs. All such prorations shall be made on the basis of the actual number of
days of the month which shall have elapsed as of the day of the Closing. To the extent information
necessary to make such prorations is not available at the Closing, the amount of such prorations
shall be subject to adjustment in cash after the Closing as and when complete and accurate
information becomes available. Seller and Purchaser agree to cooperate and use their best efforts
to make such adjustments as soon as practical after the Closing. Except as set forth in this
Section 12, all items of income and expense for the period prior to the Closing Date will
be for the account of Seller and all items of income and expense for the period on and after the
Closing Date will be for the account of Purchaser, all as determined by the accrual method of
accounting. Bills received after the Closing Date which relate to expenses incurred, services
performed or other amounts allocable to the period prior to the Closing Date shall be paid by
Seller.



13. CLOSING



The purchase and sale contemplated herein shall close at the offices of the Escrow Agent on
April 30, 2007 or at such other time, date and place as the parties shall mutually agree. As used
herein, the terms “Closing” and “Closing Date” shall mean the date on which Escrow Agent (i) has
received all funds and all documents (property executed and acknowledged, as necessary) as required
hereunder, (ii) is in a position to record the Deed and issue the Title Policy, and (iii) has taken
all actions necessary to consummate the transaction contemplated by this Agreement. In addition to
Purchaser’s extension rights set forth in Section 19(r) below, Purchaser shall have the right to
extend the closing date for thirty (30) days upon (i) giving Seller notice to do so at least three
(3) business days prior to the originally scheduled Closing Date and (ii) payment of an extension
deposit (the “Extension Deposit”) of $150,000.



14. CLOSING COSTS



Seller shall pay the base cost of the title policy and Purchaser shall pay for any amendments
and endorsements and any lender coverage. The costs of the Updated Survey shall be paid as
provided above. The costs to record the Deed shall be allocated between Seller and Purchaser in
accordance with local custom, as determined by the Escrow Agent. Purchaser shall pay for all due
diligence expenses. Each party shall bear the expense of its own counsel.



15. LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION



(a) In the event that prior to the Closing, the Improvements, or any part thereof, are
destroyed or materially damaged (as defined in Section 15(e)), Purchaser shall have the
right, exercisable by giving notice to Seller within fifteen (15) days after receiving written
notice of such damage or destruction, either (i) to terminate this Agreement, in which case neither
party shall have any further rights or obligations hereunder except any indemnification obligations
of Purchaser and the Deposit shall be returned to Purchaser and any documents shall be returned to
the party depositing the same, or (ii) to accept the Improvements in their then condition and to
proceed with the Closing with an abatement or reduction in the Purchase Price in the amount of the
deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s
rights to any insurance proceeds payable by reason of such damage or destruction. If Purchaser
elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims
to such proceeds without Purchaser’s prior written consent, not to be unreasonably withheld,
conditioned or delayed.



(b) In the event that prior to the Closing there is any non-material damage to the
Improvements, or any part thereof, Seller shall either repair or replace such damage prior to the
Closing or credit Purchaser for the amount of the damage, in which case Purchaser shall accept the
Improvements in their then condition and proceed with the Closing, and in either case Seller shall
be entitled to retain all insurance proceeds payable by reason of such non-material damage. For
purposes of contemplating any repairs or replacements under this Section 15(b), the Closing
may be extended for a reasonable time to allow such repairs or replacements to be made by Seller.



(c) In the event that prior to the Closing, all or any material portion (as defined in
Section 15(e)) of the Land and Improvements are subject to a taking by public authority,
Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) days
after receiving written notice of such taking, either (i) to terminate this Agreement, in which
case neither party shall have any further rights or obligations hereunder except any
indemnification obligations of Purchaser and the Deposit shall be returned to Purchaser and any
documents shall be returned to the party depositing the same, or (ii) to accept the Land and
Improvements in their then condition, without a reduction in the Purchase Price, and to receive an
assignment of all of Seller’s rights to any condemnation award payable by reason of such taking.
If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or
adjust any claims to such award without Purchaser’s prior written consent, not to be unreasonably
withheld, conditioned or delayed.



(d) In the event that prior to the Closing, any non-material portion of the Land or
Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and
proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of
Seller’s rights to any award in connection with such taking. In the event of any such non-material
taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s
prior written consent, not to be unreasonably withheld, conditioned or delayed.



(e) For the purpose of this Section 15, damage to the Improvements or a taking of a
portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated
cost of restoration or repair of such damage or the amount of the condemnation award with respect
of such taking shall exceed Two Hundred Thousand Dollars ($200,000), if the number of parking
spaces is reduced or the entrances and entrance signs are relocated.



(f) In the event of material or non-material damage to the Improvements which is non-insured
and Purchaser elects to proceed to Closing Purchaser shall receive a credit at Closing in the
amount of the uninsured loss, provided, however, if the amount of the uninsured loss exceeds
$200,000, the Seller shall have the right to terminate this Agreement and the Deposit shall be
returned to Purchaser and any documents shall be returned to the party depositing the same.



(g) Seller agrees to give Purchaser prompt notice of any taking, damage or destruction of the
Land or Improvements.



(h) The provisions of this Section 15 shall survive the Closing.



16. DEFAULT



(a) The parties agree that, in the event of a default by Purchaser under this Agreement, the
damages suffered by Seller would be difficult to ascertain. Seller and Purchaser agree that, in
the event of a default by Purchaser, Seller’s sole remedy shall be to terminate this Agreement and
retain the Deposit as liquidated damages, and Seller hereby specifically waives the right to seek
specific performance of this Agreement by Purchaser.



(b) In the event of a default hereunder by Seller, Purchaser shall have at its option either
to (i) bring an action for specific performance of this Agreement or (ii) terminate this Agreement,
and have the Deposit returned to it. If specific performance is not available as a remedy due to
Seller’s voluntary and intentional actions, such as conveying the property to a third party without
notice of the contract, then upon termination by Purchaser pursuant to (ii) above, Seller shall
reimburse Purchaser for its actual, out-of-pocket due diligence expenses, non-refundable fees and
expenses paid to lenders, including but not limited to third party reports, attorneys’ fees, rate
lock deposits, application fees and commitment fees.



17. POST CLOSING INDEMNIFICATION



(a) Seller hereby agrees to indemnify, hold harmless and defend Purchaser and any successor in
interest (the “Indemnified Parties”) from and against:




(i) any loss, liability or damage suffered or incurred by the Indemnified
Parties as a result of any legal action filed against Purchaser as a result of
events arising at the Property prior to Closing and not caused by Purchaser; and




(ii) all costs and expenses (including reasonable attorneys’ fees and
disbursements) incurred by the Indemnified Parties in connection with any action,
suit, proceeding, demand, assessment or judgment incident to any of the matters
indemnified against in this Section 17(a).



(b) Purchaser hereby agrees to indemnify, hold harmless and defend Seller from and against:




(i) any loss, liability or damage suffered or incurred by Seller as a result of
any legal action filed against Seller as a result of events arising at the Property
from and after Closing and not caused by Seller; and




(ii) all costs and expenses (including reasonable attorneys’ fees and
disbursements) incurred by Seller in connection with any action, suit, proceeding,
demand, assessment or judgment incident to any of the matters indemnified against in
this Section 17(b).



(c) The provisions of this Section 17 shall survive the Closing.



18. BROKERS



(a) Seller shall be solely responsible for brokerage commissions due Thompson Realty
Corporation and Carbon Capital Management, LLC, each in the amount of .5% of the Purchase Price
(the “Seller’s Broker”), which shall be due only in the event Closing occurs and not otherwise.
Seller represents and warrants to Purchaser that no other brokerage commissions, finder’s fees or
other compensation is due or payable by reason of the actions of Seller with respect to the
transaction contemplated hereby. Seller agrees to indemnify and hold Purchaser harmless from and
against any losses, damages, costs and expenses (including attorneys’ fees) incurred by Purchaser
by reason of any breach or inaccuracy of the representation and warranty contained in this
Section 18(a).



(b) Purchaser represents and warrants to Seller, Purchaser has not entered into any agreement
or incurred any obligation which might result in the obligation to pay any brokerage commission,
finder’s fee or other compensation with respect to the transaction contemplated hereby. Purchaser
agrees to indemnify and hold Seller harmless from and against any losses, damages, costs and
expenses (including attorneys’ fees) incurred by Seller by reason of any breach or inaccuracy of
the representation and warranty contained in this Section 18(b).



(c) The provisions of this Section 18 shall survive the Closing.



19. MISCELLANEOUS



(a) Each individual and entity executing this Agreement hereby represents and warrants that he
or it has the capacity set forth on the signature pages hereof with full power and authority to
bind the party on whose behalf he or it is executing this Agreement to the terms hereof.



(b) This Agreement is the entire Agreement between the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements between the parties with respect to the
matters contained in this Agreement. Any waiver, modification, consent or acquiescence with
respect to any provision of this Agreement shall be set forth in writing and duly executed by or in
behalf of the party to be bound thereby. No waiver by any party of any breach hereunder shall be
deemed a waiver of any other or subsequent breach.



(c) This Agreement 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. 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 except having additional signature pages executed by other parties to
this Agreement attached thereto.



(d) Any communication, notice or demand of any kind whatsoever which either party may be
required or may desire to give to or serve upon the other shall be in writing and delivered by
personal service (including express or courier service) or by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:



	 	 	 
	Seller:

	 	c/o Parkwood Management Comany

1221 West Airport Freeway , Suite 113

Irving, Texas 75062

Attn: Mr. Evan Jacobson
	With copy to:

	 	Clifford L. Friedman, Esq.

Smith, Stern, Friedman & Nelms, P.C.

6688 N. Central Expressway, Suite 550

Dallas, Texas 75206
	Purchaser:

	 	Triple Net Properties, LLC

c/o ROC Realty Advisors, LLC

1606 Santa Rosa Road, Suite 109

Richmond, VA 23229

Attn: Gus R. Remppies
	With Copy to:

	 	David F. Belkowitz, Esq.

Hirschler Fleischer

The Edgeworth Building

2100 E. Cary Street

Richmond, VA 23223-7078






Any party may change its address for notice by written notice given to the other in the manner
provided in this Section. Any such communication, notice or demand shall be deemed to have been
duly given or served on the date personally served, if by personal service, or on the date shown on
the return receipt or other evidence of delivery, if mailed.



(e) The parties agree to execute such instructions to the Escrow Agent and such other
instruments and to do such further acts as may be reasonably necessary to carry out the provisions
of this Agreement.



(f) The making, execution and delivery of this Agreement by the parties hereto has been
induced by no representations, statements, warranties or agreements other than those expressly set
forth herein.



(g) Wherever possible, each provision of this Agreement shall be interpreted in such a manner
as to be valid under applicable law, but, if any provision of this Agreement shall be invalid or
prohibited thereunder, such invalidity or prohibition shall be construed as if such invalid or
prohibited provision had not been inserted herein and shall not affect the remainder of such
provision or the remaining provisions of this Agreement.



(h) The language in all parts of this Agreement shall be in all cases construed simply
according to its fair meaning and not strictly for or against any of the parties hereto. Section
headings of this Agreement are solely for convenience of reference and shall not govern the
interpretation of any of the provisions of this Agreement.



(i) This Agreement shall be governed by and construed in accordance with the laws of the
State.



(j) This Agreement shall be binding upon and inure to the benefit of each of the parties
hereto and to their respective transferees, successors, and assigns; provided, however, that
neither this Agreement nor any of the rights or obligations of Seller hereunder shall be
transferred or assigned by Seller without the prior written consent of Purchaser. Purchaser shall
have the right to assign all of its right, title and interest under this Agreement without the
prior written consent of Seller to an entity managed or controlled by Purchaser or an affiliate of
Purchaser. Except as to any such affiliate, or as provided for in Section 19(q) below, Purchaser
may not otherwise assign this Agreement without Seller’s prior, written consent.



(k) All Exhibits attached hereto are incorporated herein by reference.



(l) Notwithstanding anything to the contrary contained herein, this Agreement shall not be
deemed or construed to make the parties hereto partners or joint venturers, or to render either
party liable for any of the debts or obligations of the other, it being the intention of the
parties to merely create the relationship of seller and purchaser with respect to the Property to
be conveyed as contemplated hereby.



(m) This Agreement shall not be recorded or filed in the public land or other public records
of any jurisdiction by either party and any attempt to do so may be treated by the other party as a
breach of this Agreement.



(n) Purchaser, during its inspection of the Real Property, agrees not to notify or advise of
the existing tenants of the Real Property that the Real Property is for sale until such time as all
conditions precedent to closing have been satisfied.



(o) During the period from the date of execution of this Agreement until the Closing or this
Agreement is terminated, Seller agrees not to market the Property for sale, accept any offer for
purchase, offer the Property for joint venture, apply for any financing, divulge to any potential
purchaser or joint venturer or lender any written material with respect to the Property nor divulge
nor communicate in any way to any potential purchaser or joint venturer or lender with respect to
the Property, any information with respect to the Property.



(p) Unless provided to the contrary in any particular provision, all time periods shall refer
to calendar days and shall expire at 5:00 p.m. Pacific Time on the last of such days; provided,
however, that if the time for the performance of any obligation expires on a day which is not a
business day (Saturday, Sunday and days on which banks in the state where the Property is located
are closed), the time for performance shall be extended to the next business day.



(q) The Seller acknowledges that Purchaser intends to assign all of its rights, title and
interest in and to this Agreement to a publicly registered company (“Registered Company”) promoted
by the Purchaser, to which Seller hereby consents. The Seller acknowledges that it has been
advised that if the purchaser is a Registered Company, the assignee is required to make certain
filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most
recent pre-acquisition fiscal year (the “Audited Year”) for the Property. To assist the assignee
in preparing the SEC Filings, the Seller agrees to provide the assignee with the following:




	 	1.	 	Access to bank statements for the Audited Year;






	 	2.	 	Rent Roll as of the end of the Audited Year;






	 	3.	 	Operating Statements for the Audited Year;






	 	4.	 	Access to the general ledger for the Audited
Year;






	 	5.	 	Cash receipts schedule for each month in the
Audited Year;






	 	6.	 	Access to invoice for expenses and capital
improvements in the Audited Year;






	 	7.	 	Copies of all insurance documentation for the
Audited Year;






	 	8.	 	Copies of accounts receivable aging as of the
end of the Audited Year and an explanation for all accounts over 30
days past due as of the end of the Audited Year; and






	 	9.	 	Signed representation letter at the end of the
field work in form reasonably acceptable to Seller and its counsel and
accountants.





The provisions of this document shall survive the Close of Escrow.



(r) This Agreement is executed concurrently with Purchase and Sale Agreements (the “Other
Agreements”) between Purchaser and San Marin Corpus Christi, Ltd., Northspring Park, LLC and FS
Towne Crossing, Ltd., with respect to the San Marin Apartments, the Parks at Northgate Apartments
and the Towne Crossing Apartments, respectively (collectively, the “Other Properties”). So long as
Purchaser timely closes at least one of the Other Properties, Purchaser shall have the right to
extend the Closing hereunder or under any of the remaining Other Agreements by up to ten (10) days
per closing, so that as between this Agreement and the Other Agreements, the four closings shall
occur approximately one every ten (10) days, or sooner. Notwithstanding the foregoing, however,
Purchaser may not postpone Closing hereunder so that same occurs after the closing for the Parks at
Northgate. Seller’s obligations under this Agreement are conditioned upon closing occurring under
such Other Agreements. If the closing under any Other Agreement does not occur for reasons other
than solely due to the default of the applicable seller thereunder, Seller shall have the right,
but not the obligation, to terminate this Agreement. If under any such Other Agreement the seller
thereunder is entitled to receive the Deposit (as such term is defined in the applicable Other
Agreement), then Seller shall be entitled to receive the Deposit hereunder, and if under any such
Other Agreement the Purchaser is entitled to receive the Deposit (as such term is defined in the
applicable Other Agreement), then Purchaser shall be entitled to receive the Deposit hereunder.



(s) Either or both of Purchaser or Seller may structure this transaction as a like-kind
exchange under Section 1031 of the Internal Revenue Code, whereby Purchaser completes a like-kind
exchange by acquiring the Property as the exchange property or whereby Seller commences a like-kind
exchange by selling the Property and thereafter acquiring exchange property. In either such event
the parties agree to cooperate with each other, without any delay in the Closing and without cost,
expense or liability to the cooperating party, in connection therewith. Such cooperation shall
include the right to assign this Contract to a third-party accommodator; provided in such event the
assigning party shall not be relieved of any liability or obligation hereunder.



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized representatives as of the day and year first above written.



SELLER:



EL DORADO APARTMENTS, LLC, a Texas


limited liability company



By: /s/ Evan K. Jacobson

Printed Name: Evan K. Jacobson

Title: Manager









PURCHASER:



TRIPLE NET PROPERTIES, LLC,





a Virginia limited liability company



By: /s/ Jeff Hanson


Jeff Hanson


Its: CIO




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