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WB-15 COMMERCIAL OFFER TO PURCHASE
 1
    
    
    BROKER DRAFTING THIS OFFER ON[DATE] IS (AGENT OF SELLER) (AGENT OF BUYER) (DUAL AGENT)
STRIKE TWO2
    
    

GENERAL
PROVISIONS  The Buyer, Triple Net Properties, LLC,3
    
    
    offers to purchase the Properties listed on Exhibit A hereto (collectively the Property) known as [Street Address]45
    
    
    (Insert additional description, if any, at lines 293  297 or attach as an addendum per line 298), which is described on Exhibit A hereto, on the6
    
    
    following terms:7
    
    
    n PURCHASE PRICE: Forty-One Million Dollars ($41,000,000 ).8
    
    
    n EARNEST MONEY of $1,000,000 will be paid within three days of final execution of this Offer and be held as described herein will be paid9
    
    
    within  days of acceptance.10
    
    
    n THE BALANCE OF PURCHASE PRICE will be paid in cash or equivalent at closing unless otherwise provided below.11
    
    
    n ADDITIONAL ITEMS INCLUDED IN PURCHASE PRICE: Seller shall include in the purchase price and transfer, free and clear of encumbrances,12
    
    
    all fixtures, as defined at lines 117  120 and as may be on the Property on the date of this Offer, unless excluded at lines 15  16, and13
    
    
    the following additional items: no other14
    
    
    n ITEMS NOT INCLUDED IN THE PURCHASE PRICE: CAUTION: Address rented fixtures or trade fixtures owned by tenants, if15
    
    
    applicable. Any personal property or trade fixtures16
    
    
    All personal property included in purchase price will be transferred by bill of sale or  .17
    
    
    ACCEPTANCE Acceptance occurs when all Buyers and Sellers have signed an identical copy of the Offer, including signatures on separate18
    
    
    but identical copies of the Offer. CAUTION: Deadlines in the Offer are commonly calculated from acceptance. Consider whether short term19
    
    
    deadlines running from acceptance provide adequate time for both binding acceptance and performance.20
    
    
    BINDING ACCEPTANCE This Offer is binding upon both Parties only if a copy of the accepted Offer is delivered to Buyer on or before21
    
    
    November 20, 2007. CAUTION: This Offer may be withdrawn prior to delivery of the accepted Offer.22
    
    
    DELIVERY OF DOCUMENTS AND WRITTEN NOTICES Unless otherwise stated in this Offer, delivery of documents and written notices23
    
    
    to a Party shall be effective only when accomplished by one of the methods specified at lines 25  34.24
    
    
    (1) By depositing the document with a recognized overnight delivery service or fees prepaid or charged to an account with a commercial25
    
    
    delivery service, addressed either to the Party, or to the Partys recipient for delivery designated at lines 28 or 30 (if any), for delivery to the Partys26
    
    
    delivery address at lines 29 or 31.27
    
    
    Sellers recipient for delivery (optional): Aurora Health Care, Inc.28
    
    
    Sellers delivery address: 3000 West Montana, Milwaukee, WI 53215, Attn: Donald J. Nestor29
    
    
    Buyers recipient for delivery (optional):Triple Net Properties, LLC, attn: Mat Streiff30
    
    
    Buyers delivery address:1551 N. Tustin Ave., #200, Santa Ana, CA 92705, with a copy to Joseph J. McQuade, Gregory Kaplan 7 East 2nd31
    
    
    Street, Richmond, VA 2322432
    
    
    (2) By giving the document or written notice personally to the Party or the Partys recipient for delivery if an individual is designated at lines 28 or 30.33
    
    
    (3) By fax transmission of the document or written notice to the following telephone number:34
    
    
    Buyer: (714) 918-9102 and (804) 916-9127                    
Seller: (414) 647-349435
    
    
    LEASED PROPERTYAt closing Buyer will lease the Property back to Seller and Seller will lease the Property from the buyer pursuant to a36
    
    
    lease in form attached as Exhibit B (the Lease).37
    
    
    RENTAL WEATHERIZATION This transaction (is) (is not)STRIKE ONE  exempt, to Buyers knowledge, from State of Wisconsin Rental38
    
    
    Weatherization Standards (Wisconsin Administrative Code, Comm 67)39
    
    
    PLACE OF CLOSING This transaction is to be closed through a title company escrow, with Land American Commercial Services (Lois40
    
    
    McCauley), 915 Wilshire Blvd, Suite 2100, Los Angeles, CA 90017, as escrow agent (such escrow agent shall coordinate with the title41
    
    
    company selected by Seller) no later than December 27, 2007 unless another date or place is agreed to in writing. The Title Commitment42
    
    
    shall be written by Land American (known in Wisconsin as Lawyers Title).43
    
    
    CLOSING PRORATIONS The following items shall be prorated at closing: real estate taxes, rents, water and sewer use charges, garbage pick-up44
    
    
    and other private and municipal charges, property owners association assessments, fuel, payments under governmental agricultural programs45
    
    
    and other items as customary in the locality. Any income, taxes or expenses shall accrue to Seller and be prorated through46
    
    
    the day prior to closing. Net general real estate taxes shall be prorated based on (the net general real estate taxes for the current year, if known,47
    
    
    otherwise on the net general real estate taxes for the preceding year) (Under the Lease, Seller is responsible for any taxes and expenses not48
    
    

paid by Seller at Closing)). STRIKE AND COMPLETE AS APPLICABLECAUTION: If Property has not been fully assessed for49
    
    
    tax purposes (for example, recent land division or completed/pending reassessment) or if proration on the basis of net general real50
    
    
    estate taxes is not acceptable (for example, changing mill rate), insert estimated annual tax or other basis for proration.51
    
    
    PROPERTY CONDITION PROVISIONS52
    
    
    n PROPERTY CONDITION REPRESENTATIONS: Seller makes no representations to Buyer, except as expressly set forth in the Rider.53
    
    
    Sale is AS IS  the Lease contains any agreements as to the Property represents to Buyer that as of the date of acceptance Seller has no54
    
    
    notice or knowledge of conditions affecting the Property or transaction other than those identified in Sellers Real Estate Condition Report55
    
    
    dated , which was received by Buyer prior to Buyer signing this Offer and which is made a part of this Offer by reference and56
    
    
    COMPLETE DATE OR STRIKE AS APPLICABLEBuyer waives receipt of any Property Condition Report. Seller shall still deliver required57
    
    
    documents in its possession and nothing herein precludes Buyers due diligence of the condition of the Property




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58
    
    
    n A condition affecting the Property or transaction is defined as follows:                                                                               [page 2 of 5, WB-15]59
    
    
    (a) planned or commenced public improvements which may result in special assessments or otherwise materially affect the Property or the60
    
    
    present use of the Property;61
    
    
    (b) government agency or court order requiring repair, alteration or correction of any existing condition;62
    
    
    (c) completed or pending reassessment of the Property for property tax purposes;63
    
    
    (d) structural inadequacies which if not repaired will significantly shorten the expected normal life of the Property;64
    
    
    (e) any land division involving the Property, for which required state or local approvals were not obtained;65
    
    
    (f) construction or remodeling on the Property for which required state or local approvals were not obtained;66
    
    
    (g) any portion of the Property being in a 100 year floodplain, a wetland or shoreland zoning area under local, state or federal regulations;67
    
    
    (h) that a structure on the Property is designated as a historic building or that any part of the Property is in a historic district;68
    
    
    (i) material violations of environmental laws or other laws or agreements regulating the use of the Property;69
    
    
    (j) conditions constituting a significant health or safety hazard for occupants of the Property;70
    
    
    (k) underground or aboveground storage tanks for storage of flammable, combustible or hazardous materials including but not limited to gasoline71
    
    
    and heating oil, which are currently or which were previously located on the Property; NOTE: The Wisconsin Administrative Code72
    
    
    contains73
    
    
    registration and operation rules for such underground storage tanks.74
    
    
    (l) high voltage electric (100 KV or greater) or steel natural gas transmission lines located on but not directly serving the Property;75
    
    
    (m) material levels of hazardous substances located on Property or previous storage of material amounts of hazardous substances on Property;76
    
    
    (n) other conditions or occurrences which would significantly reduce the value of the Property to a reasonable person with knowledge of the77
    
    
    nature and scope of the condition or occurrence.78
    
    

n PROPERTY DIMENSIONS AND SURVEYS: Buyer and Seller acknowledge that any Property, building or room dimensions, or total acreage79
    
    
    or building square footage figures, provided to Buyer or Seller may be approximate because of rounding or other reasons, unless verified by80
    
    
    survey or other means. Buyer also acknowledges that there are various formulas used to calculate total square footage of buildings and that total81
    
    
    square footage figures will vary dependent upon the formula used. CAUTION: Buyer should verify total square footage formula, Property,82
    
    
    building or room dimensions, and total acreage or square footage figures, if material to Buyers decision to purchase.83
    
    
    n INSPECTIONS: Seller agrees to allow Buyers inspectors reasonable access to the Property upon reasonable notice if the inspections are84
    
    
    reasonably necessary to satisfy the contingencies in this Offer. If this Offer is terminated, Buyer agrees to promptly provide copies of all such85
    
    
    inspection reports to Seller, and to listing broker if Property is listed.Furthermore, Buyer agrees to promptly restore the Property to its original condition86
    
    
    after Buyers inspections are completed, unless otherwise agreed with Seller. An inspection is defined as an observation of the Property which87
    
    
    does not include testing of the Property, other than testing for leaking carbon monoxide, or testing for leaking LP gas or natural gas used as a fuel source,88
    
    
    which are hereby authorized.89
    
    
    n TESTING: Except as otherwise provided, Sellers authorization for inspections does authorize Buyer to conduct non-invasive testing of the90
    
    
    Property. A test is defined as the taking of samples of materials such as soils, water, air or building materials from the Property and the91
    
    
    laboratory or other analysis of these materials. Seller acknowledges that certain inspections or tests may detect environmental92
    
    
    pollution which may be required to be reported to the Wisconsin Department of Natural Resources.93
    
    
    n PRE-CLOSING INSPECTION: At a reasonable time, pre-approved by Seller or Sellers agent, within 3 days before closing, Buyer shall have the94
    
    
    right to inspect the Property to determine that there has been no significant change in the condition of the Property, except for ordinary wear and95
    
    
    tear and changes approved by Buyer, and that any defects Seller has elected to cure have been repaired in a good and workmanlike manner.96
    
    
    n ENVIRONMENTAL SITE ASSESSMENT: An environmental site assessment (also known as a Phase I Site Assessment) (see lines 279 to97
    
    
    283) may include, but is not limited to: (1) an inspection of the Property; (2) a review of the ownership and use history of the Property, including a98
    
    
    search of title records showing private ownership of the Property for a period of 80 years prior to the visual inspection; (3) a review of historic and99
    
    
    recent aerial photographs of the Property, if available; (4) a review of environmental licenses, permits or orders issued with respect to the Property;100
    
    
    (5) an evaluation of results of any environmental sampling and analysis that has been conducted on the Property; and (6) a review to determine101
    
    
    if the Property is listed in any of the written compilations of sites or facilities considered to pose a threat to human health or the environment including102
    
    
    the National Priorities List, the Department of Natural Resources (DNR) registry of Abandoned Landfills, the DNRs Registry of Leaking103
    
    
    Underground Storage Tanks, the DNRs most recent remedial response site evaluation report (including the Inventory of Sites and Facilities Which104
    
    
    May Cause or Threaten to Cause Environmental Pollution). Any environmental site assessment performed under this Offer shall comply with105
    
    
    generally recognized industry standards (e.g., current American Society of Testing and Materials Standards for Environmental Site Assessments for106
    
    
    Commercial Real Estate), and state and federal guidelines, as applicable. CAUTION: Unless otherwise agreed an107
    
    
    environmental site assessment does not include subsurface testing of the soil or groundwater or other testing of the Property for108
    
    
    environmental pollution.109
    
    
    n PROPERTY DAMAGE BETWEEN ACCEPTANCE AND CLOSING: Seller shall maintain the Property until the earlier of closing or occupancy110
    
    
    of Buyer in materially the same condition as of the date of acceptance of this Offer, except for ordinary wear and tear. If, prior to closing, the111
    
    
    Property is damaged in an amount of not more than five per cent (5%) of the selling price, Seller shall be obligated to repair the Property and112
    
    
    restore it to the same condition that it was on the day of this Offer. If the damage shall exceed such sum, Seller shall promptly notify Buyer in writing113
    
    
    of the damage and, if the repairs are not completed within 30 days, this Offer may be canceled at the option of Buyer. Should Buyer elect to114
    
    
    carry out this Offer despite such damage, Buyer shall be entitled to the insurance proceeds relating to the damage to the Property, plus a credit115
    
    
    towards the purchase price equal to the amount of Sellers deductible on such policy and any uninsured loss. However, if this sale is financed116
    
    
    by a land contract or a mortgage to Seller, the insurance proceeds shall be held in trust for the sole purpose of restoring the Property.117
    
    

FIXTURES
A Fixture is an item of property which is physically attached to or so closely associated with land and improvements so as to be118
    
    
    treated as part of the real estate, including, without limitation, physically attached items not easily removable without damage to the Property, items119
    
    
    specifically adapted to the Property, and items customarily treated as fixtures. A fixture does not include trade fixtures owned by tenants of the120
    
    
    Property. See lines 11 to 17.121
    
    

OCCUPANCY
Occupancy of the entire Property shall be given to Buyer but subject to the lease-back to Seller at time of closing unless122
    
    
    otherwise provided in this Offer at lines 293 297 or in an addendum per line 298. Occupancy shall be given subject to tenants rights, if any.123
    
    

SPECIAL
ASSESSMENTS  Special assessments, if any, for work actually commenced or levied prior to date of this Offer shall be paid by Seller124
    
    
    no later than closing. All other special assessments shall be paid by Buyer subject to the terms of the Lease. CAUTION: Consider a special125
    
    
    agreement if area assessments, property owners association assessments or other expenses are contemplated. Other expenses are one-time126
    
    
    charges or ongoing use fees for public improvements (other than those resulting in special assessments) relating to curb, gutter, street,127
    
    
    sidewalk, sanitary and stormwater and stormsewer (including all sewer mains and hook-up and interceptor charges), parks, street lighting and128
    
    
    street trees, and impact fees for other public facilities, as defined in Wis. Stat. § 66.55(1)(c) & (f).




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129
    
    
    PROPERTY ADDRESS:See Exhibit A
    
    [page 3 of 5, WB-15]
 130
    
    
    OPTIONAL FINANCING CONTINGENCY: THE CONTINGENCY AT LINES 132 THROUGH 160 IS A PART OF THIS OFFER IF MARKED, SUCH131
    
    
    AS WITH AN X, AT LINE 132. IT IS NOT PART OF THIS OFFER IF IT IS MARKED N/A OR LEFT BLANK.132
    
    

o FINANCING CONTINGENCY:
This Offer is contingent upon Buyer being able to obtain:
CHECK
APPLICABLE FINANCING BELOW133
    
    
    o land contract financing from Seller at closing as further described at lines 136 to 153 and 161 to 168.134
    
    

o a

INSERT
LOAN PROGRAM (fixed) (adjustable)
STRIKE
ONE rate first mortgage135
    
    
    loan commitment as further described at lines 136 to 149 and 154 to 178, within  days of acceptance of this Offer.136
    
    
    The financing selected shall be in an amount of not less than $ for a term of not less than  years, amortized137
    
    
    over not less than  years. If the purchase price under this Offer is modified, the financed amount, unless otherwise provided, shall be138
    
    
    adjusted to the same percentage of the purchase price as in this contingency and the monthly payments shall be adjusted as necessary to139
    
    
    maintain the term and amortization stated above.140
    
    
    IF FINANCING IS FIXED RATEthe annual rate of interest shall not exceed % and monthly payments of principal and interest shall141
    
    
    not exceed $.142
    
    

IF
FINANCING IS ADJUSTABLE RATEthe initial annual interest rate shall not exceed  %. The initial interest rate shall be fixed for143
    
    

months, at which time the interest rate may be increased not more
than  % per year. The maximum interest rate during the144
    
    
    mortgage term shall not exceed %. Initial monthly payments of principal and interest shall not exceed $. Monthly145
    
    
    payments of principal and interest may be adjusted to reflect interest changes.146
    
    
    MONTHLY PAYMENTS MAY ALSO INCLUDE1/12th of the estimated net annual real estate taxes, hazard insurance premiums, and private147
    
    
    mortgage insurance premiums. The mortgage may not include a prepayment premium. Buyer agrees to pay a loan fee in an amount not148
    
    
    to exceed % of the loan. (Loan fee refers to discount points and/or loan origination fee, but DOES NOT include Buyers other closing149
    
    
    costs.) Note: Unless otherwise agreed, Buyers delivery of any document labeled a loan commitment will satisfy this contingency.150
    
    
    IF FINANCING IS BY LAND CONTRACT$ shall be paid at closing (in addition to earnest money), interest rate following payment151
    
    
    default shall be %, the default period shall be  days for payments and  days for performance of any other152
    
    
    obligations. Interest shall be calculated on a prepaid basis. Any amount may be prepaid on principal without penalty at any time. Buyer under-153
    
    
    stands that if the term of the land contract is shorter than the amortization period a balloon payment will be due at the end of the term.154
    
    
    LOAN COMMITMENT: Buyer agrees to pay all customary financing costs (including closing fees), to apply for financing promptly, and to provide155
    
    
    evidence of application promptly upon request by Seller. If Buyer qualifies for the financing described in this Offer or other financing acceptable156
    
    
    to Buyer, Buyer agrees to deliver to Seller a copy of the written loan commitment no later than the deadline for loan commitment at line 135.157
    
    
    Buyers delivery of a copy of any written loan commitment (even if subject to conditions) shall satisfy the Buyers financing contingency158
    
    
    unless accompanied by a notice of unacceptability. CAUTION: BUYER, BUYERS LENDER AND AGENTS OF BUYER OR SELLER159
    
    
    SHOULD NOT DELIVER A LOAN COMMITMENT TO SELLER WITHOUT BUYERS PRIOR APPROVAL OR UNLESS ACCOMPANIED BY A160
    
    
    NOTICE OF UNACCEPTABILITY.161
    
    
    LAND CONTRACT: If this Offer provides for a land contract both Parties agree to execute a State Bar of Wisconsin Form 11 Land Contract, the162
    
    
    terms of which are incorporated into this Offer by reference. Prior to execution of the land contract Seller shall provide the same evidence of163
    
    
    merchantable title as required above and written proof, at or before execution, that the total underlying indebtedness, if any, is not in excess of the164
    
    
    proposed balance of the land contract, that the payments on the land contract are sufficient to meet all of the obligations of Seller on the underlying165
    
    
    indebtedness, and that all creditors whose consent is required have consented to the land contract sale. Seller may terminate this Offer if creditor166
    
    
    approval cannot be obtained. Seller may terminate this Offer if Buyer does not provide a written credit report which indicates that Buyer is credit167
    
    
    worthy based upon reasonable underwriting standards within 15 days of acceptance. Buyer shall pay all costs of obtaining creditor approval and168
    
    
    the credit report. Seller shall be responsible for preparation and the expense of preparation of all closing documentation, including the land contract.169
    
    
    FINANCING UNAVAILABILITY: If financing is not available on the terms stated in this Offer (and Buyer has not already delivered an acceptable170
    
    
    loan commitment for other financing to Seller), Buyer shall promptly deliver written notice to Seller of same including copies of lender(s) rejection171
    
    
    letter(s) or other evidence of unavailability. Unless a specific loan source is named in the financing contingency, Seller shall then have 10 days to172
    
    
    give Buyer written notice of Sellers decision to finance this transaction on the same terms set forth in the financing contingency, and this Offer173
    
    
    shall remain in full force and effect, with the time for closing extended accordingly. If Sellers notice is not timely given, this Offer shall be null and174
    
    
    void. Buyer authorizes Seller to obtain any credit information reasonably appropriate to determine Buyers credit worthiness for Seller financing.175
    
    
    SELLER TERMINATION RIGHTS: If Buyer does not make timely delivery of the loan commitment, Seller may terminate this Offer provided that176
    
    
    Seller delivers a written notice of termination to Buyer prior to Sellers actual receipt of a copy of Buyers written loan commitment.177
    
    
    NOTE: IF PURCHASE IS CONDITIONED ON BUYER OBTAINING FINANCING FOR OPERATIONS OR DEVELOPMENT CONSIDER ADDING178
    
    
    A CONTINGENCY FOR THAT PURPOSE.179
    
    

TITLE
EVIDENCE180
    
    
    n CONVEYANCE OF TITLE: Upon payment of the purchase price, Seller shall convey the Property by special warranty deed (or other181
    
    
    conveyance                                                                            
                                                                                  
                                                     as182
    
    
    provided herein) free and clear of all liens and encumbrances, except: municipal and zoning ordinances and agreements entered under them,183
    
    
    recorded easements for the distribution of utility and municipal services, recorded building and use restrictions and covenants, general taxes levied184
    
    
    in the year of closing and those shown on title commitment to be provided (except those, such as mortgages and judgment liens, that can be185
    
    
    satisfied by payment of money will not be appropriate exceptions to title at Closing) (if Buyer wants to remove survey exceptions, it shall obtain186
    
    
    a survey)(provided none of the foregoing prohibit present use of the Property as a medical clinic), which constitutes merchantable title for187
    
    
    purposes of this transaction. Seller further agrees to complete and execute the documents necessary to record the conveyance. WARNING: If188
    
    
    Buyer contemplates improving or developing Property, or a change in use, Buyer may need to address municipal and zoning189
    
    
    ordinances, recorded building and use restrictions, covenants and easements which may prohibit some improvements or uses. The190
    
    
    need for building permits, zoning variances, environmental audits, etc., may need to be investigated to determine feasibility of




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191
    
    
    improvements, development or use changes for Property. Contingencies for investigation of these
issues may be added to this Offer.192
    
    
    See lines 293 to 298.193
    
    
    n FORM OF TITLE EVIDENCE: Seller shall give evidence of title in the form of an
owners policy of title insurance in the amount of the purchase194
    
    
    price on a current ALTA form issued by an insurer licensed to write title insurance in Wisconsin.
CAUTION: IF TITLE EVIDENCE WILL BE GIVEN195
    
    
    BY ABSTRACT, STRIKE TITLE INSURANCE PROVISIONS AND INSERT ABSTRACT PROVISIONS.196
    
    
    n PROVISION OF MERCHANTABLE TITLE: Seller shall pay all costs of providing title
evidence. For purposes of closing, title evidence shall be197
    
    
    acceptable if the commitment for the required title insurance is delivered to Buyers attorney or
Buyer not less than 3 business days before closing,198
    
    
    showing title to the Property as of a date no more than 15 days before delivery of such title
evidence to be merchantable updated through199
    
    
    Closing by a GAP endorsement, subject only to liens which will be paid out of the proceeds of closing and standard abstract certificate200
    
    
    limitations or standard title insurance requirements and exceptions, as appropriate.201
    
    
    n TITLE ACCEPTABLE FOR CLOSING: If title is not acceptable for closing, Buyer shall
notify Seller in writing of objections to title by the time set for202
    
    
    closing. In such event, Seller shall have a reasonable time, but not exceeding 15 days, to remove
the objections, and the time for closing shall be extended203
    
    
    as necessary for this purpose. In the event that Seller is unable to remove the objections, Buyer
shall have 5 days from receipt of notice thereof, to204
    
    
    deliver written notice waiving the objections, and the time for closing shall be extended
accordingly. If Buyer does not waive the objections, this Offer205
    
    
    shall be null and void. Providing title evidence acceptable for closing does not extinguish
Sellers obligations to give merchantable title to Buyer.206
    
    

DELIVERY/RECEIPT  Unless otherwise stated in this Offer, any signed document transmitted by facsimile machine
(fax) shall be treated in all207
    
    
    manner and respects as an original document and the signature of any Party upon a document
transmitted by fax shall be considered an original signature.208
    
    
    Personal delivery to, or actual receipt by, any named Buyer or Seller constitutes personal
delivery to, or actual receipt by Buyer or Seller.209
    
    
    Once received, a notice cannot be withdrawn by the Party delivering the notice without the
consent of the Party receiving the notice. A Party may210
    
    
    not unilaterally reinstate a contingency after a notice of a contingency waiver has been
received by the other Party. The delivery/receipt provisions211
    
    
    in this Offer may be modified when appropriate (e.g., when mail delivery is not desirable (see
lines 25  31)). Buyer and Seller authorize212
    
    
    the agents of Buyer and Seller to distribute copies of the Offer to Buyers lender,
appraisers, title insurance companies and any other settlement213
    
    
    service providers for the transaction.214
    
    

DATES AND DEADLINES Deadlines expressed as a number of days from an event, such as acceptance, are calculated by
excluding the day the215
    
    
    event occurred and by counting subsequent calendar days. The deadline expires at midnight on
the last day. Deadlines expressed as a specific number216
    
    
    of business days exclude Saturdays, Sundays, any legal public holiday under Wisconsin or
Federal law, and other day designated by the President217
    
    
    such that the postal service does not receive registered mail or make regular deliveries on
that day. Deadlines expressed as a specific number of hours218
    
    
    from the occurrence of an event, such as receipt of a notice, are calculated from the exact
time of the event, and by counting 24 hours per calendar day.219
    
    
    Deadlines expressed as a specific day of the calendar year or as the day of a specific event,
such as closing, expire at midnight of that day.220
    
    

DEFAULT Seller and Buyer each have the legal duty to use good faith and due diligence in completing
the terms and conditions of this Offer. A material221
    
    
    failure to perform any obligation under this Offer is a default which may subject the defaulting
party to liability for damages or other legal remedies.222
    
    
    If Buyer defaults, Seller may:223
    
    
    (1) sue for specific performance and request the earnest money as partial payment of the purchase price; or224
    
    
    (2) terminate the Offer and be paid have the option to: (a) request the earnest money
as liquidated damages as Sellers sole remedy;225
    
    
    or (b) direct Broker to return the earnest money and have the option to sue for actual damages.226
    
    
    If Seller defaults, Buyer may:227
    
    
    (1) sue for specific performance; or228
    
    

(2) terminate the Offer and request the return of the earnest money, sue for actual damages, or both.229
    
    
    In addition, the Parties may seek any other remedies available in law or equity.230
    
    
    The Parties understand that the availability of any judicial remedy will depend upon the circumstances of the situation and the discretion of the courts.231
    
    
    If either Party defaults, the Parties may renegotiate the Offer or seek nonjudicial dispute
resolution instead of the remedies outlined above. By agreeing232
    
    
    to binding arbitration, the Parties may lose the right to litigate in a court of law those disputes
covered by the arbitration agreement. NOTE: IF233
    
    
    ACCEPTED, THIS OFFER CAN CREATE A LEGALLY ENFORCEABLE CONTRACT. BOTH PARTIES SHOULD READ THIS DOCUMENT234
    
    
    CAREFULLY. BROKERS MAY PROVIDE A GENERAL EXPLANATION OF THE PROVISIONS OF THE OFFER BUT ARE PROHIBITED BY LAW235
    
    
    FROM GIVING ADVICE OR OPINIONS CONCERNING YOUR LEGAL RIGHTS UNDER THIS OFFER OR HOW TITLE SHOULD BE TAKEN AT236
    
    
    CLOSING. AN ATTORNEY SHOULD BE CONSULTED IF LEGAL ADVICE IS NEEDED.237
    
    

EARNEST MONEY238
239
    
    
    n HELD BY: Unless otherwise agreed, earnest money shall be paid to and held in the
trust account of the listing broker (Buyers agent if Property

is not listed or seller if no broker is involved), and 20 days after completion of due diligence
any remaining earnest money will be placed with the240
    
    
    escrow agent mentioned in lines 38-41 until applied to purchase price at Closing or otherwise disbursed as
provided in the Offer. CAUTION: Should241
    
    
    persons other than a broker hold earnest money, an escrow agreement should be drafted by the
Parties or an attorney. If someone other242
    
    
    than Buyer makes payment of earnest money, consider a special disbursement agreement.243
    
    
    n DISBURSEMENT: If negotiations do not result in an accepted offer, the earnest money shall be promptly disbursed (after clearance from payors244
    
    
    depository institution if earnest money is paid by check) to the person(s) who paid the earnest
money. At closing, earnest money shall be245
    
    
    credited to the Purchase Price. If this Offer does not close, the earnest money shall be disbursed
according to a written disbursement246
    
    
    agreement signed by all Parties to this Offer (Note: Wis. Adm. Code § RL 18.09(1)(b) provides that
an offer to purchase is not a written disbursement247
    
    
    agreement pursuant to which the broker may disburse). If the disbursement agreement has not been
delivered to broker within 60 days after the date248
    
    
    set for closing, broker may disburse the earnest money: (1) as directed by an attorney who has
reviewed the transaction and does not represent Buyer249
250
    
    
    or Seller; (2) into a court hearing a lawsuit involving the earnest money and all Parties to this
Offer; (3) as directed by court order; or (4) any other

disbursement required or allowed by law. Broker may retain legal services to direct disbursement
per (1) or to file an interpleader action per (2) and251
252
    
    
    broker may deduct from the earnest money any costs and reasonable attorneys fees, not to exceed
$250, prior to disbursement.n LEGAL RIGHTS/ACTION: Brokers disbursement of earnest money does not determine the
legal rights of the Parties in relation to this Offer.253
    
    
    Buyers or Sellers legal right to earnest money cannot be determined by broker. At least 30 days
prior to disbursement per (1) or (4) above, broker254
    
    
    shall send Buyer and Seller notice of the disbursement by certified mail. If Buyer or Seller
disagree with brokers proposed disbursement, a lawsuit255
    
    
    may be filed to obtain a court order regarding disbursement. Small Claims Court has jurisdiction
over all earnest money disputes arising out of the256
    
    
    sale of residential property with 1-4 dwelling units and certain other earnest money disputes. The
Buyer and Seller should consider consulting257
    
    
    attorneys regarding their legal rights under this Offer in case of a dispute. Both Parties agree
to hold the broker harmless from any liability for good faith258
    
    
    disbursement of earnest money in accordance with this Offer or applicable Department of Regulation
and Licensing regulations concerning earnest259
    
    
    money. See Wis. Adm. Code Ch. RL 18. NOTE: WISCONSIN LICENSE LAW PROHIBITS A BROKER FROM GIVING
ADVICE OR OPINIONS260
    
    
    CONCERNING THE LEGAL RIGHTS OR OBLIGATIONS OF PARTIES TO A TRANSACTION OR THE LEGAL EFFECT OF A SPECIFIC261
    
    

CONTRACT OR CONVEYANCE. AN ATTORNEY SHOULD BE CONSULTED IF LEGAL ADVICE IS REQUIRED.




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##### 



262
    
    
    PROPERTY ADDRESS:See Exhibit A
    
    [page 5
 of 5, WB-15]
 263
    
    

TIME IS OF THE ESSENCE TIME IS OF THE ESSENCE as to: (1) earnest money payment(s); (2) binding acceptance; (3)
occupancy;264
    
    

(4)
date of closing; (5) contingency deadlines  STRIKE AS APPLICABLE  and all other dates
and deadlines in this Offer except:265
    
    
    . If Time is of the Essence266
    
    
    applies to a date or deadline, failure to perform by the exact date or deadline is a breach of contract. If Time is of the Essence does not apply267
    
    
    to a date or deadline, then performance within a reasonable time of the date or deadline is allowed before a breach occurs.268
    
    
    o DOCUMENT REVIEW CONTINGENCY: This Offer is contingent upon Seller delivering the following documents to Buyer within269
    
    

days of acceptance:  CHECK THOSE THAT APPLY270
    
    
    o Documents evidencing that the sale of the Property has been properly authorized, if Seller is a business entity.271
    
    
    o A complete inventory of all furniture, fixtures and equipment included in this transaction which is consistent with representations made272
    
    
    prior to and in this Offer.273
    
    
    o Uniform Commercial Code lien search as to the personal property included in the purchase price, showing the Property to be free and274
    
    
    clear of all liens, other than liens to be released prior to or at closing.275
    
    
    o Other276277
    
    
    This contingency shall be deemed satisfied unless Buyer, within  days of the earlier of receipt of the final record to be delivered or the deadline278
    
    
    for delivery of the documents, delivers to Seller a written notice indicating that this contingency has not been satisfied. The notice shall identify279
    
    
    which document(s) have not been timely delivered or do not meet the standard set forth for the document(s).280
    
    

o
ENVIRONMENTAL EVALUATION/INSPECTION CONTINGENCY: This Offer is
contingent upon:  CHECK THOSE THAT APPLY281
    
    
    o A qualified independent environmental consultant of Buyers choice conducting an environmental site assessment of the Property (see lines282
    
    

96
to 108), at (Buyers) (Sellers) expense
 STRIKE ONE , which discloses no defects. A defect is defined as a material violation of283
    
    
    environmental laws, a material contingent liability affecting the Property arising under any environmental laws, the presence of an284
    
    
    underground storage tank(s) or material levels of hazardous substances either on the Property or presenting a significant risk of contaminating285
    
    
    the Property due to future migration from other properties.286
    
    
    o A qualified independent inspector of Buyers choice conducting an inspection of the Property and287
    
    

,
at (Buyers) (Sellers) expense  STRIKE ONE , which discloses no defects.288
    
    
    A defect is defined as a structural, mechanical or other condition that would have a significant adverse effect on the value of the Property; that289
    
    
    would significantly impair the health and safety of future occupants of the Property; or that if not repaired, removed or replaced would290
    
    
    significantly shorten or have a significantly adverse effect on the expected normal life of the Property.291
    
    
    This contingency shall be deemed satisfied unless Buyer, within  days of acceptance, delivers to Seller a copy of the environmental site292
    
    
    assessment / inspection report(s) and a written notice listing the defect(s) identified in the environmental site assessment / inspection report(s) to293
    
    
    which Buyer objects. Defects do not include conditions the nature and extent of which Buyer had actual knowledge or written notice before294
    
    
    signing the Offer. Buyer agrees to deliver a copy of the report and notice to listing broker, if Property is listed, promptly upon delivery to Seller.295
    
    

ADDITIONAL
PROVISIONS/CONTINGENCIES296
    
    
    See attached Rider297298
    
    
    þ ADDENDA: The attached Rider  is/are made part of this Offer.299
    
    
    THIS OFFER, INCLUDING ANY AMENDMENTS TO IT, CONTAINS THE ENTIRE AGREEMENT OF THE BUYER AND SELLER
REGARDING300
    
    
    THE TRANSACTION. ALL PRIOR NEGOTIATIONS AND DISCUSSIONS HAVE BEEN MERGED INTO THIS OFFER. THIS AGREEMENT301
    
    
    BINDS AND INURES TO THE BENEFIT OF THE PARTIES TO THIS OFFER AND THEIR SUCCESSORS IN INTEREST.302
    
    

This Offer was drafted on November 19, 2007.
 303304
    
    (x)
    
    /s/ Jeff Hanson, Chief Investment Officer
    
    
    
    11/20/07305
    
    
    
    Buyers Signature ▲Print Name Here: ►
    
    Social Security No. or FEIN (optional) ▲
    
    Date ▲306
    
    (x)307
    
    
    
    Buyers Signature ▲ Print Name Here: ►
    
    Social Security No. or FEIN (optional) ▲
    
    Date ▲
 308
    
    EARNEST MONEY RECEIPT: Broker acknowledges receipt of earnest
money as per line 8 of the above Offer. (See lines 236  259)309
    
    Broker (By)310
    
    SELLER ACCEPTS THIS OFFER. THE WARRANTIES, REPRESENTATIONS AND COVENANTS MADE IN THIS OFFER SURVIVE CLOSING311
    
    AND THE CONVEYANCE OF THE PROPERTY. SELLER AGREES TO CONVEY THE PROPERTY ON THE TERMS AND CONDITIONS AS312
    
    SET FORTH HEREIN AND ACKNOWLEDGES RECEIPT OF A COPY OF THIS OFFER.
 313
    
    (x)314
    
    
    
    Sellers Signature ▲Print Name Here: ►
    
    Social Security No. or FEIN (optional) ▲
    
    Date ▲315
    
    Aurora Health Care, Inc.316
    
    (x)
    
    By
    
    /s/ Robert OKeefe, V.P. - Treasury
    
    
    
    11/21/07317
    
    
    
    Sellers Signature ▲Print Name Here: ►
    
    Social Security No. or FEIN (optional) ▲
    
    Date ▲
 318
    
    This Offer was presented to Seller by  on,, at  a.m./p.m.
 319
    
    THIS OFFER IS REJECTED
    
    
    
    
    
    THIS OFFER IS COUNTERED [See attached counter]320
    
    
    
    Seller Initials ▲
    
    Date ▲
    
    
    
    Seller Initials ▲
    
    Date ▲




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##### 



Exhibit A
 Purchase PriceAurora Health Center Greenville [add address]
    
    $
    1,080,000Aurora Health Center Suamico [add address]
    
    $
    2,450,000Aurora Health Center Kiel [add address]
    
    $
    2,520,000Aurora Health Center Plymouth [add address]
    
    $
    23,260,000Aurora Health Center Waterford [add address]
    
    $
    6,290,000Aurora Health Center Wautoma [add address]
    
    $
    5,400,000$
    41,000,000
 
      1 4 1 4
  1 2 1 4 1 4 1 4 1 4




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##### 



1 2 1 4 1 4 1 4 ° 1 4 ° ° 1 2 1 4 ° ° 1 2 1 4 1 4 ° ° °
  1 4 1 4
  1 4 1 4
 2




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##### 



RIDER
COMMERCIAL OFFER TO PURCHASE,
FOR PROPERTIES OF
AURORA HEALTH CARE LISTED ON EXHIBIT A
(COLLECTIVELY THE PROPERTY)
 Exhibit A
 I.
    (1)
    
    Contingencies: Buyers obligation to conclude this
transaction shall be contingent
upon the following:A.
    
    Buyer obtaining a copy of the certificate of occupancy for the Improvements on
the Property and other evidence that the Building was constructed in compliance with
applicable municipal reports and an assignment of all warranties (Seller at Closing
shall assign any warranties it obtained in the construction process to Buyer to the
fullest extent permitted).B.
    
    Buyer obtaining (at its expense), reviewing and approving, an ALTA/ACSM survey
of the Property. (As-Built surveys have been ordered.)C.
    
    Buyer obtaining and reviewing a Phase I environmental report Buyer deems
appropriate for the Property and if not appropriate, then a Phase II report that is
satisfactory to Buyer.D.
    
    Buyer being satisfied with all aspects of the Property in its discretion.




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##### 



Exhibit C
 (2)
    
    Condition Precedent to Buyers Obligation to Close. It shall be a
condition precedent to Buyers obligation to close that the Seller shall not have (a)
discontinued operations within any portion of the Property; (b) filed for bankruptcy
or taken any similar debtor protection measure; or (c) given notice that Seller
intends to take either of the actions described in clauses (a) or (b) of this
sentence. Furthermore, it shall be a condition precedent to Buyers obligation to
close that the proposed guarantor under the Lease shall not have suffered any adverse
change in its credit rating with any of the nationally recognized rating agencies
between the Effective Date and Closing. In the event that any of the conditions
precedent described in this paragraph (2) shall not be satisfied, Buyer shall be
entitled to terminate the Agreement and recover the entire Earnest Money except the
$100 independent consideration.(3)
    
    Condition Precedent as to Development Agreement. It shall be a
condition precedent to Buyers obligation to close that either (a) Buyer shall have
received written confirmation from the Town of Greenville that there are no further
obligations running with the Property arising under that certain unrecorded Town of
Greenville Public Improvement Agreement dated August 9, 2004, between the Town of
Greenville and Brook Farms Properties, LLC (Development Agreement); (b) the Title
Company shall have agreed to delete the Development Agreement as an exception to title
and/or provide an endorsement to the owners and lenders title policies in form and
substance reasonably acceptable to Buyer, with respect to the Development Agreement; or
(c) Seller and the guarantor under the Lease shall have executed and delivered an
indemnity agreement in favor of Buyer and Buyers lender and their respective
successors and assigns in a form reasonably acceptable to Buyer and Buyers lender and
Buyers lender shall have agreed to proceed with the transaction notwithstanding the
obligations contained in the Development Agreement, based upon such indemnity
agreement.(4)
    
    Financing Contingency. It shall be a condition precedent to Buyers
obligation to close that Buyer shall have secured financing reasonably acceptable to
Buyer, with basic terms at least as favorable to Buyer as the following: loan proceeds
of at least $32,300,000, ten year maturity, 30-year amortization with the first five
years interest-only, and an interest rate no higher than 2.45% above the prevailing
interest rate for the 10-year Treasury Note at the time of Closing. In the event that
this condition precedent shall not be satisfied, Buyer shall be entitled to terminate
the Agreement and recover the entire Earnest Money, except $50,000, which shall be
released to, and retained by, the Seller.
 
 -2-




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##### 



II.
    
    Earnest Money. Within three (3) days of final execution of this Offer Buyer shall
pay a $1,000,000 earnest money deposit (Earnest Money) to be held by the escrow agent. Of
such $1,000,000, $100 shall be non-refundable and shall be payable to Seller as consideration
for Buyers right to terminate this Offer in its discretion.After the Due Diligence Period, $499,900 of the Earnest Money shall be released to Seller.
The entire Earnest Money shall be refundable only as expressly set forth in this Agreement
(such as failure of a condition precedent or in the event that the as-built surveys fail to
meet the standards described above). All Earnest Money is applicable to the Purchase Price
at and if there is a closing.III.
    
    Sale AS IS: Except as set forth expressly in this Offer, Seller is making no
representations or warranties concerning the Property. Buyer has a full opportunity to
investigate the Property. The Purchase Price reflects the current condition. The sale is AS
IS, except for the following representations and warranties:
 A.
    
    Contracts. Seller is not a party to any contract or agreement for the
purchase of the Property which may be binding upon Buyer or the Property or any
agreement that would preclude the purchase by Buyer.B.
    
    FIRPTA. Seller is not a foreign person as such term is defined in
Section 1445(f) of the Internal Revenue Code. At the Closing, and as a condition
thereof, Seller shall furnish to Buyer, signed under penalty of perjury and containing
Sellers U.S. social security or taxpayer identification number, a certification to the
effect that Seller is not a foreign person within the meaning of Section 1445(f) of the
Internal Revenue Code.C.
    
    Litigation; Condemnation. There is no existing nor to Sellers
knowledge is there any pending or threatened litigation, suit, action or proceeding
before any court or administrative agency concerning or affecting the Property, and
there are no existing, pending or threatened condemnation proceedings affecting any
portion of the Property.D.
    
    Brokers. No real estate brokers are involved in connection with this
sale through any contact with Seller except The Boerke Company, Inc., Sellers agent,
the commission to whom Seller shall be solely responsible pursuant to separate
agreement.E.
    
    Documents. All Documents furnished or to be furnished to Buyer by or
on behalf of Seller are and shall be, to the knowledge of Seller, true, correct and
complete copies of such Documents except as noted.F.
    
    Notices. Seller has received no written notices of violation of any
laws from any governmental authority and no written notices of the violation of any
restrictive covenants affecting the Property and Seller has no knowledge that the
Property is in violation of any applicable laws or applicable restrictive covenants.
 -3-




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##### 



IV.
    
    Additional Agreements:
 A.
    
    Seller to Provide Reports, Surveys, etc.: Seller agrees to provide to
Buyer, within ten (10) business days of acceptance of this Offer, copies of any
environmental audits, surveys, title work or other reports, information and engineering
documents regarding the Property that Seller has in its possession.B.
    
    FIRPTA Affidavit; Other Materials: Seller agrees to execute an
affidavit at Closing confirming that Seller is not a foreign person and other
information required by law.Seller shall also deliver the Lease and a Lease guaranty in form attached as Exhibit
B and also an estoppel certificate in the form attached as Exhibit D and a
subordination, attornment and nondisturbance agreement for Buyers lender in form
attached as Exhibit E.C.
    
    Closing: This transaction shall close on December 21, 2007, or such
earlier date that the parties may agree upon. All agreements and other matters entered
into and agreed upon between Buyer and Seller in connection with the purchase of said
Property shall survive Closing.D.
    
    Authorization to Sign Documents: Buyer and Seller represent and
warrant to each other that the individuals signing this Offer and Rider on behalf of
Buyer and Seller are duly authorized and have full written authority to so sign and to
bind the respective parties to the provisions hereof.E.
    
    Fax Signature: Facsimile signature will be accepted as binding.F.
    
    Closing Costs: Seller shall be responsible for the transfer tax and
the cost of recording the deed.G.
    
    Conduct Prior to Closing. At all times prior to Closing Seller shall
use, operate, maintain and repair the Property in a manner substantially similar to the
use, operation, maintenance and repair as of the date of this Offer.H.
    
    Like-Kind Exchange. Buyer or Seller may elect to exchange the Property
pursuant to Section 1031 of the Internal Revenue Code. The party electing to exchange
the Property shall provide the other with a written statement stating its intent to
enter into an exchange prior to Closing. Each party shall reasonably cooperate with
the other in connection with its exchange; provided, however, either partys election
to exchange shall be at no cost or liability to the other. Should this Offer become
part of a 1031 transaction, the party electing to exchange the Property (the
Exchanger) hereby agrees that the other party may enforce any and all
representations, warranties, covenants and other obligations of the Exchanger under
this Offer directly against Exchanger, and the other party agrees that Exchanger may
enforce any and all representations, warranties, covenants and other obligations of the
other party under this Offer directly against the other party.
 -4-




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##### 



I.
    
    Entire Offer: The Offer and this Rider, hereto constitute the entire
agreement between the parties and no modification shall be binding unless in writing
and signed by all parties.J.
    
    Limited Assignment. Buyer may assign this Offer to an affiliate so
long as Buyer remains liable through Closing, Buyer shall also have the right to
designate up to 35 entities as the grantee on the deed as part of a TIC closing.K.
    
    TIC. It is understood the Closing will occur as part of a TIC
(tenant-in-common) transaction. Seller shall cooperate in connection therewith at no
out-of-pocket cost to Seller.
  BUYER: TRIPLE NET PROPERTIES, LLCBy:
    
    /s/ Jeff Hanson
    
    
    
    Date:
    
    November 20
    ,2007SELLER: AURORA MEDICAL GROUP, INC.By
    
    /s/ Robert OKeefe
    
    
    
    Date:
    
    November 21
    ,2007
 -5-