EX-10.2






ASSIGNMENT AND ASSUMPTION OF

REAL ESTATE PURCHASE AGREEMENT




This ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (“Assignment Agreement”) is made
by and between TRIPLE NET PROPERTIES, LLC, a Virginia limited liability company (“Assignor”) and
APARTMENT REIT RESIDENCES AT BRAEMAR, LLC, a Delaware limited liability company (“Assignee”) as of
June 29, 2007 (“Effective Date”), with reference to the facts set forth below.



RECITALS




A. Assignor and Braemar Housing Limited Partnership (“Seller”) entered into that certain
Purchase and Sale Agreement dated April 26, 2007 (“Purchase Agreement”). Pursuant to the Purchase
Agreement, Assignor agreed to purchase from Seller that certain real property known as Residences
at Braemar in the City of Charlotte, Mecklenburg County, North Carolina, as more particularly
described in the Purchase Agreement (the “Property”).



B. Assignor desires to assign all of its rights and obligations under the Purchase Agreement
to Assignee and Assignee desires to assume such rights and obligations of Assignor under the
Purchase Agreement on the terms and conditions set forth below.



NOW, THEREFORE, in consideration of the covenants contained herein, the premises set forth
above and for other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as set forth below.



1. Assignment and Assumption. In consideration of the covenants contained herein,
Assignor hereby assigns to Assignee all of its right, title, obligations, liabilities and interest
under the Purchase Agreement and in and to the Property, and Assignee hereby assumes all such
right, title, obligations, liabilities and interest under the Purchase Agreement and in and to the
Property, including, without limitation, all post-Closing obligations of Assignor under the
Purchase Agreement (“Assigned Rights and Obligations”). Assignor and Assignee agree to execute any
further documents or instruments reasonably required to effectuate the assignment of the Assigned
Rights and Obligations.



2. No Release of Assignor. Assignee’s assumption of the Assigned Rights and
Obligations shall not release Assignor of any liabilities or obligations under the Purchase
Agreement.



3. Successors and Assigns. Each and all of the covenants and conditions of this
Assignment Agreement shall inure to the benefit of and shall be binding upon the
successors-in-interest, assigns, and representatives of the parties hereto. Paragraphs 1 and 2 of
this Assignment Agreement also inure to the benefit of Seller and its successors and assigns.



4. Miscellaneous. Assignor and Assignee each hereby represents and warrants that it
has full right, power and authority to enter into this Assignment Agreement and that the person
executing this Assignment Agreement on behalf of Assignor and Assignee, respectively, is duly
authorized to do so. This Assignment Agreement may be executed in one or more counterparts, each
of which shall constitute an original and all of which when taken together shall constitute one and
the same instrument. This Assignment Agreement may be executed by facsimile transmission.



IN WITNESS WHEREOF, this Assignment Agreement has been made and executed as of the date first
above written.




ASSIGNOR:




TRIPLE NET PROPERTIES, LLC,


a Virginia limited liability company



	 	 	 
	By:

Name:

Title:

	 	/s/ Richard Hutton

Richard Hutton

Executive Vice President







	 	 	ASSIGNEE:






NNN APARTMENT REIT RESIDENCES AT




BRAEMAR, LLC, a North Carolina limited liability company



By: NNN Apartment REIT Holdings, L.P., a



Virginia limited partnership, its sole member




	 	 	 	By:
NNN Apartment REIT, Inc., a Maryland
	 
	 	 	 	corporation, its general partner





By: /s/ Shannon K S Johnson

Name: Shannon K.S. Johnson

Its: Chief Financial Officer