EX-10.1






EXHIBIT 10.1




PURCHASE AND SALE AGREEMENT AND

JOINT ESCROW INSTRUCTIONS




By and Between




SP REVERCHON PROPERTIES, LP




(“Seller”)




and




TRIPLE NET PROPERTIES, LLC




1




(“Buyer”)

TABLE OF CONTENTS




Page




	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.	 	Sale and Purchase
	 	 	1	 
	2.	 	Purchase Price
	 	 	1	 
	 
	 	 	2.1	 	 	Deposit ..........................................
	 	 	1 	 
	 
	 	 	2.2	 	 	Cash at Closing ..................................
	 	 	2 	 
	3.	 	Conditions Precedent to Buyer’s Obligations
	 	 	2	 
	 
	 	 	3.1	 	 	Performance ......................................
	 	 	2 	 
	 
	 	 	3.2	 	 	Documents ........................................
	 	 	2 	 
	 
	 	 	3.3	 	 	Inspection Period: Access ........................
	 	 	2 	 
	 
	 	 	3.4	 	 	Title ............................................
	 	 	3 	 
	 
	 	 	3.5	 	 	Estoppel Certificates ............................
	 	 	3 	 
	 
	 	 	3.6	 	 	Seller’s Representations .........................
	 	 	3 	 
	4.	 	Buyer’s Representations
	 	 	4	 
	5.	 	Condition Precedent to Seller’s Obligations
	 	 	4	 
	6.	 	Closing; Deliveries
	 	 	4	 
	7.	 	Apportionments, Taxes, Expenses
	 	 	6	 
	 
	 	 	7.1	 	 	Apportionments ...................................
	 	 	6 	 
	 
	 	 	7.2	 	 	Expenses .........................................
	 	 	6 	 
	8.	 	Damage or Destruction, Condemnation Insurance
	 	 	6	 
	 
	 	 	8.1	 	 	Condemnation .....................................
	 	 	7 	 
	 
	 	 	8.2	 	 	Damage and Destruction ...........................
	 	 	7 	 
	9.	 	Liquidated Damages
	 	 	7	 
	10.	 	Buyer’s Remedies
	 	 	7	 
	11.
	 	Notices ...............
	 	 	 	 	 	 	7 	 
	12.
	 	Brokers ...............
	 	 	 	 	 	 	8 	 
	13.	 	Escrow Agent
	 	 	8	 
	14.
	 	Escrow ................
	 	 	 	 	 	 	9 	 
	 
	 	 	14.1	 	 	Opening ..........................................
	 	 	9 	 
	 
	 	 	14.2	 	 	Disbursements and Other Actions by Escrow Agent ..
	 	 	9 	 
	15.	 	Ongoing Operations
	 	 	10	 
	 
	 	 	15.1	 	 	Maintenance of Real Property .....................
	 	 	10	 
	 
	 	 	15.2	 	 	Contracts/Leases .................................
	 	 	10	 






2




Page




	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.	 	Property Conveyed “As-Is”
	 	 	11	 
	 
	 	 	16.2	 	 	Sale “As Is” ........................
	 	 	11	 
	 
	 	 	16.3	 	 	Parties Represented by Counsel. .....
	 	 	12	 
	 
	 	 	16.4	 	 	Buyer’s Release of Seller. ..........
	 	 	12	 
	 
	 	 	16.5	 	 	Buyer’s Waiver of Objections. .......
	 	 	12	 
	 
	 	 	16.6	 	 	Hazardous Substances Defined. .......
	 	 	13	 
	 
	 	 	16.7	 	 	Non-Release .........................
	 	 	13	 
	17.	 	Miscellaneous
	 	 	13	 
	 
	 	 	17.1	 	 	Assignability .......................
	 	 	13	 
	 
	 	 	17.2	 	 	ERISA Matters .......................
	 	 	13	 
	 
	 	 	17.3	 	 	Governing Law; Parties in Interest ..
	 	 	13	 
	 
	 	 	17.4	 	 	Limitation on Sellers’ Liability ....
	 	 	13	 
	 
	 	 	17.5	 	 	Recording ...........................
	 	 	13	 
	 
	 	 	17.6	 	 	Time of the Essence .................
	 	 	13	 
	 
	 	 	17.7	 	 	Headings ............................
	 	 	13	 
	 
	 	 	17.8	 	 	Counterparts ........................
	 	 	14	 
	 
	 	 	17.9	 	 	Exhibits ............................
	 	 	14	 
	 
	 	 	17.10	 	 	Entire Agreement; Amendments ........
	 	 	14	 
	 
	 	 	17.11	 	 	Professional Fees ...................
	 	 	14	 
	 
	 	 	17.12	 	 	Confidentiality .....................
	 	 	14	 






3




PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS





This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW



INSTRUCTIONS (“Agreement”) is made as of the 21st day of October, 2005, by and between
SP REVERCHON PROPERTIES, LP, a Delaware limited partnership (“Seller”) and TRIPLE NET PROPERTIES,
LLC, a Virginia limited liability company (“Buyer”).



BACKGROUND





I. Seller is the owner of the following real and personal property:




A. The office building project which consists of:



(1) all that certain real property located at 3500 Maple, Dallas, Texas, more particularly
described in Exhibit “A” hereto, together with the land and all rights, interests,
benefits, privileges, easements, tenements, hereditaments and appurtenances thereon or in any way
appertaining thereto (collectively, the “Land”).



(2) the building (the “Building”) comprising approximately 376,710 rentable square feet,
situated on the Land, together with all improvements appurtenant thereto and the Land and the
Building being hereinafter collectively referred to as the “Real Property”;



(3) all tenant leases and other occupancy agreements of any portion of the Property (the
“Leases”);



(4) all assignable Approved Service Contracts (as hereinafter defined) for the Property;



(5) all fixtures, furniture, appliances, building supplies, equipment, machinery, inventory
and other tangible items of personal property owned by Seller and presently affixed to, attached
to, placed or situated upon the Property and used in connection with the ownership, operation and
occupancy of the Real Property (“Personal Property”). The Personal Property does not include any
items of personal property leased to Seller or otherwise owned by third parties; and



(6) all assignable and intangible personal property, if any, now or through the date of
Closing, owned by Seller and arising out of or in connection with Seller’s ownership of the Real
Property and the Personal Property, including all licenses, permits and certificates of occupancy
issued by governmental authorities relating to the use, maintenance, occupancy and/or operation of
the Real Property and Personal Property, all plans, specifications and drawings relating to the
construction of the Buildings, and all warranties and guarantees with respect to the Real Property
and the Personal Property (the “Intangible Property”).



The Land, the Building, the Real Property, the Leases, the assignable Approved Service
Contracts, the Personal Property and the Intangible Property may be collectively referred to herein
as the “Property”.



TERMS AND CONDITIONS




In consideration of the mutual covenants and agreements herein contained, and intending to be
legally bound hereby, the parties hereto agree:



1. Sale and Purchase. Seller hereby agrees to sell, transfer and convey the Property
to Buyer, and Buyer hereby agrees to purchase and accept the Property from Seller, for the purchase
price and on and subject to the other terms and conditions set forth in this Agreement.



2. Purchase Price. The purchase price for the Property (the “Purchase Price”) shall be
Sixty Seven Million Dollars U.S. ($67,000,000.00) which, subject to the terms and conditions
hereinafter set forth, shall be paid to Seller by Buyer as follows:



2.1 Deposit. Within one (1) business day after the execution of this Agreement, Buyer
shall deliver to the Escrow Agent cash in the amount of Seven Hundred Fifty Thousand Dollars U.S.
(U.S. $750,000.00) (the “Initial Deposit”) by wire transfer. Immediately upon receipt of the
Initial Deposit Escrow Agent shall pay over the Initial Deposit to Seller. The Initial Deposit
shall be nonrefundable except in the event of a default by Seller hereunder which results in the
termination of this Agreement prior to Closing, or in the event of a casualty or condemnation event
which results in the termination of this Agreement prior to Closing, in which case the Deposit,
without interest, shall be refunded by Seller to Buyer. If this Agreement is not terminated for any
reason, then on the business day after the expiration of the Inspection Period (as hereinafter
defined), Buyer shall deposit with Escrow Agent additional cash in the amount of Two Hundred Fifty
Thousand Dollars U.S. (U.S. $250,000.00) (the “Second Deposit”) by wire transfer. As hereinafter
used, the term “Deposit” shall mean the Initial Deposit and the Second Deposit. The Second Deposit
with Escrow Agent shall be placed in an interest-bearing account and all interest accrued thereon
shall increase and become a part of the Deposit. From and after the expiration of the Inspection
Period (as hereinafter defined), the Deposit (including the Second Deposit) shall be nonrefundable
except in the event of a default by Seller hereunder or except as otherwise provided herein. On the
Closing (as hereinafter defined), the Deposit shall be applied toward the payment of the Purchase
Price. Notwithstanding anything to the contrary contained in this Agreement if this Agreement is
terminated and Buyer is entitled to the return of the Earnest Money, then the sum of One Hundred
and No/100 Dollars ($100.00) (the “Independent Consideration”) shall be paid to Seller from the
Earnest Money, which amount Seller and Buyer have bargained for and agreed to as independent and
sufficient consideration for Seller’s execution and delivery of this Agreement. The Independent
Consideration is non-refundable and in addition to any other payment or deposit required by this
Agreement, and Seller shall retain the Independent Consideration notwithstanding any other
provision of this Agreement to the contrary.



2.2 Cash at Closing. Not later than 11 a.m. (Pacific Time) on the Closing Date
(provided that Buyer shall not be in default hereunder for failure to timely deliver the balance of
the Purchase Price if Buyer has acted diligently), Buyer shall deliver to Escrow Agent cash in an
amount of the balance of the Purchase Price (less the amount of the Credit against the Purchase
Price set forth in Section 6.3.1 hereof) plus the costs, expenses and prorations required to be
paid by Buyer hereunder.



3. Conditions Precedent to Buyer’s Obligations. All of Buyer’s obligations hereunder
are expressly conditioned on the satisfaction at or before the time of Closing hereunder, or at or
before such earlier time as may be expressly stated below, of each of the following conditions (any
one or more of which may be waived in writing in whole or in part by Buyer, at Buyer’s option):



3.1 Performance. Seller shall have performed, observed and complied with all
covenants, agreements and conditions required by this Agreement to be performed, observed and
complied with on its part prior to or as of the Closing hereunder.



3.2 Documents. Seller shall immediately make available to Buyer copies of all
documents in Seller’s actual possession or under Seller’s control which are listed on Exhibit H
attached hereto (collectively, the “Contracts”). Prior to the expiration of the Inspection
Period (as defined below), Buyer shall notify Seller and list those service contracts which Buyer
desires to assume as of the Closing (the “Approved Service Contracts”). Seller shall terminate any
service contracts which are not Approved Service Contracts, at Seller’s cost and expense. The
parties stipulate that any contract for property management services is not an Approved Service
Contract, and shall be terminated prior to Closing at Seller’s sole cost.




3.3 Inspection Period: Access.



3.3.1 During the Inspection Period, Buyer, its agents and representatives, shall be entitled
to review all zoning and other land use matters relating to the Property and to enter upon the
Property (as coordinated through Seller’s property manager), upon reasonable prior notice to
Seller, to (i) perform inspections, and tests of the Property, including surveys, Phase I
environmental studies, examinations and tests of all structural and mechanical systems within the
Building, so long as the tenants’ occupancy of the Property is not disturbed and so long as such
entry into tenant-occupied areas is done in accordance with the terms of such tenant lease and (ii)
conduct Tenant interviews provided however Seller shall have the right to be present at all such
interviews. Notwithstanding the foregoing, if Buyer wishes to engage in a Phase II environmental
study or any other environmental or other testing or sampling of any kind with respect to soils or
groundwater or other studies which would require test boring of or other intrusions into the
Property or the Building or which testing would otherwise damage or disturb any portion of the
Property or Building, Buyer shall obtain Seller’s prior written consent thereto, which consent may
be withheld in Seller’s sole discretion. To the extent Seller approves any such testing, Buyer
shall be responsible for, and shall dispose of, all such test samples in accordance with applicable
law at no cost or liability to Seller. Buyer shall repair any damage to the Property caused by any
such tests, investigations or studies and indemnify Seller from any and all liabilities, claims,
costs and expenses resulting therefrom and from Buyer’s entry upon the Property. The foregoing
indemnification shall survive Closing or the termination of this Agreement. If Buyer elects not to
proceed with Closing after its inspection of the Property, the Deposit shall be retained by Seller.



3.3.2 The term “Inspection Period”, as used herein, shall mean the period commencing on the
Date of this Agreement and continuing thereafter until 5:00 p.m. Pacific Time on the date that is
21 days after the date hereof.



3.4 Title. Seller shall deliver to Buyer immediately after the date hereof a current
Commitment for Title Insurance with respect to the Property issued by Commonwealth Land Title
Insurance Company whose address is Attention: Donald R. Hallman, Senior Vice President, 888 West
Sixth Street, 4th Floor, Los Angeles, CA 90017 (the “Title Company”), with copies of all
instruments listed as exceptions to title therein (collectively, the “Title Documents”). Seller
shall deliver within three (3) business days at Seller’s sole cost and expense the survey of the
Property which Seller obtained when Seller acquired the Property (the “Survey”). Buyer may elect to
have the Survey updated, at Buyer’s expense, in which case Buyer shall deliver a copy of the
updated Survey to Seller. Buyer shall have until the date which is 14 days after the date that
Seller delivers to Buyer all of the Title Documents and the Survey (the “Title Period”) to examine
the Title Documents and the Survey. If Buyer reasonably objects to any matters disclosed in the
Title Documents or Survey, Buyer shall, within the Title Period, notify Seller in writing (“Buyer’s
Notice”), specifying any reasonably objectionable matters. Seller shall use commercially reasonable
efforts to cure any such reasonably objectionable matters, or may arrange for title insurance to
cover any objectionable matter. The Closing Date shall be extended, if necessary, in order for
Seller to cure such objectionable matters, using reasonable diligence. If such cure cannot be
accomplished within thirty (30) days after the originally scheduled Closing Date, this Agreement
shall terminate and the Deposit shall be retained by Seller. Buyer shall, at its sole cost and
expense, obtain any endorsements required by Buyer. Seller shall pay for standard title insurance,
provided that Buyer pays for the cost of such endorsements, except for any endorsement ordered by
Seller to cover any matter affecting title which is the obligation of Seller, which endorsement, if
any, shall be paid for by Seller. On the Closing, the Title Company shall issue to Buyer a title
policy with such endorsements as described above (the “Title Policy”).



3.5 Estoppel Certificates. Seller shall make a commercially reasonable effort to
provide, not later than five (5) days prior to the Closing Date, that Buyer shall receive an
estoppel certificate (each, an “Estoppel Certificate”) in the form requested by Buyer from each
tenant at the Property. Seller will deliver to tenants a proposed Subordination, Non-Disturbance
and Attornment Agreement (“SNDA”) prepared by Buyer, and will make a commercially reasonable effort
to obtain an executed SNDA from each tenant. Seller agrees to deliver to Buyer any SNDA received by
Seller as soon as reasonably possible after receipt of such. It shall not be a condition to Closing
that any tenant execute and deliver an Estoppel Certificate or the SNDA.



3.6 Seller’s Representations. Seller hereby covenants, represents and warrants to
Buyer the following, all of which shall be true and accurate as of the date of Closing and the
truth and accuracy which shall be a condition to Buyer’s obligations hereunder:



3.6.1 Authority. Seller has the legal right, power and authority to enter into this
Agreement and to otherwise consummate the transaction contemplated hereby. The parties executing
this Agreement on behalf of Seller have the power and authority to do so.




3.6.2 Organization. Seller is duly organized, validly existing and
in



good standing under the laws of the State of Delaware and is qualified to do business in the State
of Texas.




3.6.3 Enforceability. This Agreement has been duly executed and



delivered by Seller and is the legal, valid and binding obligation of Seller and is enforceable
against Seller in accordance with its terms, except as the enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights
of creditors generally and by general equitable principles (whether or not such enforceability is
considered in a proceeding at law or in equity).



3.6.4 Leases/Contracts. To Seller’s actual knowledge, (i) the Leases and Contracts
delivered to Buyer pursuant to this Agreement are true and correct copies thereof and the Contracts
shown on Exhibit “J” and the Leases shown on Exhibit “I” are all of the Contracts
and Leases at the Property, (ii) there are no outstanding leasing commissions or unpaid tenant
improvement costs for Leases executed prior to the date hereof, except as shown on Exhibit “L”
hereto, entitled “Seller’s Lease Obligations”, and (iii) there is no free rent obligation owed
to any tenant except those tenants identified on the “Rent Credit Schedule” attached hereto as



Exhibit “K”.



3.6.5 Litigation. Seller is not now a party to any litigation, arbitration or other
court proceeding, nor, to Seller’s actual knowledge, is any such litigation, arbitration or other
court proceeding threatened, in writing, which materially adversely affects the Property or
Seller’s right to sell the Property.



3.6.6 Eminent Domain, Etc. Seller has received no written notice of any condemnation,
eminent domain or similar proceedings, pending or threatened, with regard to the Property.



3.6.7 Violations. Seller has not received in the last twelve (12) months prior to the
date of this Agreement any written notices from any governmental agency regarding the failure of
the Property to comply with any codes, ordinances, statutes or other laws applicable to the
Property.



3.6.8 Employees. Seller does not have any employees in connection with the Property.



3.6.9 No Options. Seller has not granted any options, rights of first refusal or
rights of first offer to any person to purchase or otherwise acquire an ownership interest in the
Property.



The term “to Seller’s actual knowledge”, as used in this Section 3.6, shall mean the current
actual, not constructive or imputed, knowledge of Michael E. Burrichter and Mark Zikakis, who are
employees of Seller’s investment manager, and have the most current knowledge of the Property. The
representations and warranties of Seller shall survive the execution and delivery of this Agreement
and for the six (6) month period after the Close of Escrow (“Survival Period”); provided, however,
that Buyer must actually file a claim against Seller for the breach of such representation and
warranty within the Survival Period, and in the event Buyer timely files any such claim, then the
representation and/or warranty which is the subject matter of such claim shall survive until such
claim is resolved.



4. Buyer’s Representations. Buyer hereby covenants, represents and warrants to Seller
the following, all of which shall be true and accurate as of the date of Closing and the truth and
accuracy which shall be a condition to Seller’s obligations hereunder:



4.1 Buyer has the legal right, power and authority to enter into this Agreement and to
otherwise consummate the transaction contemplated hereby. The parties executing this Agreement on
behalf of Buyer have the power and authority to do so.



4.2 This Agreement has been duly executed and delivered by Buyer and is the legal, valid and
binding obligation of Buyer and is enforceable against Buyer in accordance with its terms, except
as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors generally and by general equitable
principles (whether or not such enforceability is considered in a proceeding at law or in equity).



5. Condition Precedent to Seller’s Obligations. All of Seller’s obligations hereunder
are expressly conditioned upon Buyer having performed, observed and complied with all material
covenants, agreements, and conditions required of this Agreement to be performed, observed and
complied with on its part prior to or as of the Closing hereunder. In the event any of the
conditions to Seller’s obligation to proceed with Closing is not satisfied, Seller may elect to
terminate this Agreement, at Seller’s option, in which event the Deposit shall be paid over to
Seller. In the event any of the conditions to Buyer’s obligation to proceed with Closing is not
satisfied, Buyer may elect to terminate this Agreement, at Buyer’s option. The Deposit shall be
belong to Seller, except in the event of Seller’s default of its obligations hereunder, or in case
of certain events of casualty or condemnation, in which event the Deposit shall be returned to
Buyer.




6. Closing; Deliveries.



6.1 The closing under this Agreement (the “Closing”) shall take place on the date that is
forty (40) days after the end of the Inspection Period (“Closing Date”). Buyer shall have the right
to elect to extend the Closing Date to a date not later than the date which is 15 days after the
originally scheduled Closing Date, but in no event later than December 29, 2005, as set forth in
this Section 6.1. If Buyer elects to extend the Closing Date, Buyer shall, prior to the originally
scheduled Closing Date, so notify Seller in writing, and shall deliver to Escrow Agent an
additional amount of Seven Hundred Fifty Thousand Dollars U.S. (U.S. $750,000.00) (the “Third
Deposit”). The Third Deposit shall be part of the Deposit and shall be non-refundable to Buyer
except in the event of a default by Seller which results in the termination of this Agreement, or
in the event of certain casualty or condemnation events as set forth herein.




6.2 Prior to Closing Date, Seller shall deliver to Escrow Agent the following:



6.2.1 A special warranty deed to the Real Property duly executed by Seller and notarized
by a notary public, and in the form attached hereto as Exhibit “B”, conveying title to
the Real Property to Buyer (the “Deed”).



6.2.2 Two (2) counterparts of the Assignment and Assumption of Leases for the Leases duly
executed by Seller in the form attached hereto as Exhibit “C”.



6.2.3 A certification from the Seller as required by the Foreign Investors Real Property Tax
Act, as amended, in the form attached hereto as Exhibit “D”, that Seller is not a “foreign
person”.




6.2.4 Intentionally omitted.



6.2.5 Tenant Notification Letters in the form attached hereto as Exhibit
“E”.



6.2.6 Two (2) counterparts of the General Assignment and Bill of Sale in the form attached
hereto as Exhibit “F”.



6.2.7 If the Property is subject to any covenants, conditions and restrictions (“CC&R’s”),
Seller shall provide Buyer with an estoppel certificate, reasonably satisfactory to Buyer,
confirming that there exist no defaults or unpaid monetary obligations under the CC&R’s.



6.2.8 A settlement statement signed by Seller showing the Purchase Price, the Deposit, and all
prorations and allocations required under this Agreement, which shall provide, inter alia,
that Buyer shall be entitled to a credit against the Purchase Price as set forth in Section 6.3
below.



6.2.9 Any additional information that Escrow Agent or the Title Company may reasonably
require from Seller for the Closing.




6.3 At Closing, Buyer shall deliver to Escrow Agent the following:



6.3.1 Cash funds for the remainder of the Purchase Price and Buyer’s other obligations,
provided however, that Buyer shall be entitled to a credit against the Purchase Price in the amount
(the “Credit”) shown on the “Rent Credit Schedule” attached hereto as Exhibit “K”, which
amount shall be reduced by the amount, if any, by which any amount shown on the Rent Credit
Schedule is reduced between the date of this Agreement and the Closing Date.



6.3.2 Two (2) counterparts of the Assignment and Assumption of Leases duly executed by Buyer.



6.3.3 Two (2) counterparts of the General Assignment and Bill of Sale in the form attached
hereto as Exhibit “F” duly executed by Buyer.




6.3.4 Intentionally Omitted.



6.3.5 A settlement statement signed by Seller showing the Purchase Price, the Deposit,
and all prorations and allocations required under this Agreement.



6.3.6 Any additional information that Escrow Agent or the Title Company may reasonably
require from Seller for the Closing.



6.4 At the Closing, Seller agrees to deliver to Buyer possession of the Property subject to
all other matters of record or apparent and subject to the rights of the tenants to the Property
and the originals, or if originals are not available certified copies, of the Leases, New Leases,
Lease Amendments and Approved Service Contracts and any keys in Seller’s possession for the
Property.




	 	7.	 	Apportionments, Taxes,
Expenses.	 





7.1 Apportionments.



7.1.1 Transfer Taxes. Any transfer tax imposed by the City of Dallas, County of Dallas
or the State of Texas shall be paid by Seller.



7.1.2 Taxes and Utilities. All (i) real estate taxes, charges and assessments
affecting the Real Property and (iii) all charges for water, electricity, sewer, gas, and all other
utilities (collectively, “CAM Charges”) shall be prorated on a cash basis as of the date of Closing
to the extent paid directly by Seller and not paid directly to the taxing authorities by the
tenants under the Leases for the Real Property.



7.1.3 Rent/CAM Charges. Collected rent and monthly CAM Charges for the month of the
Closing shall be prorated on a cash basis as of the date of Closing. Delinquent rent and CAM
Charges for the month of the Closing shall be prorated on a per diem basis as of the date of the
Closing but only at such time that such delinquent rent or CAM Charges are received by either
Seller or Buyer. Delinquent rent and CAM Charges for the months prior to the Closing shall remain
the property of Seller. Payments received by Buyer from tenants from and after the date of the
Closing shall be applied first to rents and CAM Charges then due for the current period and then to
delinquent rents and CAM Charges for the month of the Closing and then to delinquent rents and CAM
Charges for months prior to the Closing Date. Buyer shall use reasonable efforts to collect
delinquent rents for the benefit of Seller, and shall cooperate with Seller in collection of any
delinquent amounts. Seller shall not be responsible for any underpayment of CAM Charges. If CAM
Charges are paid on an annual basis, then upon Buyer’s receipt of such payment Buyer shall promptly
deliver to Seller, such Seller’s pro rata share of such annual payment based upon the number of
days which Seller owned the Property for such year. Promptly following the end of the calendar
year, but in no event later than March 15, 2006, Seller and Buyer shall reprorate such CAM Charges
based upon actual bills and invoices received for such calendar year. Any reprorated items shall be
promptly paid to the party entitled thereto (provided, however, if such reprorations indicate that
CAM Charges were actually greater than charged to and/or reimbursed by the tenants, Buyer shall
collect such shortfall from the tenants before such payments are made).



7.1.4 Tenant Security Deposits. Buyer shall receive a credit for tenant security
deposits. Seller shall notify Escrow Agent prior to the Closing Date of the amount of the security
deposits. Seller shall cause any tenant security deposit in the form of a letter of credit to be
delivered to Escrow Agent prior to the Closing Date, along with such instruments as are necessary
to cause letters of credit to be transferred to the benefit of Buyer. If any letter of credit for a
security deposit is not transferred as of the Closing Date, Seller will deposit with Escrow Agent
an amount equal to the available credit under such letter of credit, and Buyer shall be entitled to
have such amount applied for the same purposes as the letter of credit, if such had been timely
assigned to Buyer. Upon assignment of any such letter of credit, the remaining balance in the
custody of Escrow Agent shall be returned to Seller.



7.1.5 Contracts. All costs and expenses with respect to any Approved Service
Contracts, including any new contracts entered into by Seller pursuant to the terms of Section
15.2.1, shall be prorated such that Seller shall be responsible for all such costs and expenses to
and including the day prior to the Closing, and Buyer shall be responsible for all such costs and
expenses for the day of Closing and all periods thereafter.



7.1.6 New Lease Expenses. All New Lease Expenses shall be prorated between the parties
as set forth in Section 15.2.2 below.



7.2 Expenses. Each party will pay all its own expenses incurred in connection with
this Agreement and the transactions contemplated hereby, including, without limitation, (1) all
costs and expenses stated herein to be borne by a party, and (2) all of their respective
accounting, legal and appraisal fees. Buyer shall pay at Closing (1) all recording charges incident
to the recording of the Deed, (2) all endorsements to the Title Policy except for endorsements for
which Seller is responsible hereunder, and (3) one-half of the fees, costs and expenses of Escrow
Agent. Seller shall pay at Closing one-half of the fees, costs and expenses of Escrow Agent, and
the cost of a standard Title Policy and any endorsements for which Seller is responsible hereunder.
Any other costs of the Closing shall be split between the parties in accordance with the custom of
Dallas County, Texas, unless otherwise specifically provided in this Agreement.




8. Damage or Destruction, Condemnation Insurance.



8.1 Condemnation. If at any time prior to the date of Closing greater than 5% of the
area of the Property is condemned or taken by eminent domain proceeding by any public authority,
then at Buyer’s option, to be exercised within 5 days’ notice of such taking, this Agreement shall
terminate, and the Deposit shall be refunded to Buyer, and except as expressly set forth herein,
neither party shall have any further liability or obligation to the other hereunder. If (a) Buyer
elects not to terminate this Agreement, and the Property had a condemnation action with respect to
5% or greater of its respective area, or (b) if less than 5% of the area of the Property is
affected, the parties shall proceed to the Closing without a reduction in the Purchase Price and
all condemnation proceeds paid or payable to Seller shall belong to Buyer and shall be paid over
and assigned to Buyer at Closing. Seller shall have no obligation to make any repairs to the
Property in the event of a condemnation.



8.2 Damage and Destruction. If, at any time prior to the date of Closing, a material
portion of the Property is destroyed or damaged as a result of fire or any other casualty
whatsoever, then at Buyer’s option, to be exercised within 5 days’ notice of such damage or
destruction, this Agreement shall terminate, the Deposit shall be returned to Buyer, and except as
expressly set forth herein, neither party shall have any further liability or obligation to the
other hereunder. For purposes hereof, the term “material” shall be deemed to be either (i) a damage
or destruction in excess of $1,000,000.00, (ii) any damage or destruction which is not covered by
Seller’s insurance, unless Seller agrees to pay for such uninsured damage, or (iii) any damage or
destruction which gives any tenants in the Building the right to terminate leases for more than 5%
of the rentable area of the Building. If less than a material portion of the Property is damaged or
destroyed, or if a material portion of the Property is damaged or destroyed and Buyer elects not to
terminate this Agreement, the parties shall proceed to the Closing without reduction in the
Purchase Price other than by the amount of the deductible under Seller’s insurance policy and all
insurance proceeds paid or payable to Seller shall belong to Buyer and shall be paid over and
assigned to Buyer at Closing; provided, however, any rental abatement or business interruption
proceeds shall be prorated in accordance with Section 7.1.2 above when such proceeds are paid.
Seller shall have no obligation to make any repairs to the Property in the event of a damage or
destruction.



9. Liquidated Damages. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE
TRANSACTION HEREIN CONTEMPLATED DO NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY BREACH OF BUYER,
BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES
WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF
THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT
AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER’S SOLE AND EXCLUSIVE
REMEDY (WHETHER AT LAW OR IN EQUITY), TO KEEP THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST
THEREON). THE DEPOSIT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS
AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES FOR BUYER’S BREACH OF ITS
OBLIGATION TO PROCEED WITH CLOSING ARE EXPRESSLY WAIVED BY SELLER. UPON A BREACH BY BUYER, UNLESS
OTHERWISE SPECIFIED, THIS AGREEMENT SHALL TERMINATE AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS
OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR THE RIGHT OF SELLER TO THE DEPOSIT AS
LIQUIDATED DAMAGES FROM BUYER.



	 	 	 
	[ILLEGIBLE]

	 	[ILLEGIBLE]
	 

	 	 
	Buyer’s Initials

	 	Seller’s Initials






10. Buyer’s Remedies. IN THE EVENT THE CLOSING SHALL FAIL TO OCCUR BY REASON OF A
DEFAULT IN SELLER’S OBLIGATIONS HEREUNDER, BUYER SHALL BE ENTITLED, AS ITS SOLE REMEDY FOR SUCH
DEFAULT, (i) TO TERMINATE THIS AGREEMENT AND RECEIVE THE RETURN OF THE DEPOSIT AND, IF SUCH DEFAULT
WAS WITHIN THE CONTROL OF SELLER, TO ITS ACTUAL OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH
BUYER’S DUE DILIGENCE ACTIVITIES DURING THE INSPECTION PERIOD TO A MAXIMUM OF $50,000, OR (ii) TO
SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT.



[ILLEGIBLE]
[ILLEGIBLE]



Buyer’s Initials Seller’s
Initials



11 Notices. All notices and other communications provided for herein shall be in
writing and shall be sent to the address set forth below (or such other address as a party may
hereafter designate for itself by notice to the other parties as required hereby) of the party for
whom such notice or communication is intended:



	 	 	 
	11.1

	 	If to Seller:
	
 
	 	SP Reverchon Properties, LP

c/o CB Richard Ellis Investors, L.L.C.

865 South Figueroa Street, Suite 3500

Los Angeles, CA 90017

Attention: Michael E. Burrichter

Fax No.: (213) 683-4336

Telephone No.: (213) 683-4200

with a copy to:
	11.2

	 	Allen, Matkins, Leck, Gamble & Mallory LLP

515 South Figueroa Street, 7th floor

Los Angeles, CA 90071

Attention: Kevin A. Corbett

Fax No.: (213)620-8816

Telephone No.: (213) 622-5555

If to Buyer:







Triple Net Properties, LLC




1551 North Tustin Avenue




Suite 650


Santa Ana, CA 92705




Attention: Theresa Hutton


Fax No.: (714) 667-8252




Telephone No.: (714) 667-6860 ext. 234




with a copy to:



Hirschler Fleischer



701 East Byrd Street



Richmond, VA 23219



Attention: Joseph J. McQuade



Fax No.: (804) 644-0957



Telephone No.: (804) 771-9502



Any such notice or communication shall be sufficient if sent by hand delivery; by overnight courier
service; or by telecopy, with an original by regular mail. Any such notice or communication shall
be effective when received by the addressee (or when the addressee refuses receipt).



12. Brokers. Buyer and Seller each represent to the other that it has not dealt with
any broker or agent in connection with this transaction other than CB Richard Ellis, Inc. (“CB”)
and Triple Net Properties Realty, Inc. (“NNN Realty”). Seller shall pay CB a commission in
connection with this transaction in accordance with a separate agreement between Seller and CB only
upon the occurrence of the Closing. Upon the Closing, Seller shall pay NNN Realty a commission of
One Million Five Hundred Twenty Thousand Dollars U.S. (U.S. $1,520,000.00) in connection with this
transaction, which payment shall be subject to the condition precedent that the sale of the
Property to Buyer occurs at the Closing as set forth in this Agreement. Each party hereby
indemnifies and holds harmless the other party from all loss, cost and expense (including
reasonable attorneys’ fees) arising out of a claim by any person other than CB or NNN Realty
through the indemnifying party in breach of such party’s representation or undertaking set forth in
this Section 12. The provisions of this Section 12 shall survive Closing or the termination of this
Agreement.



13. Escrow Agent. Escrow Agent shall hold the Second Deposit in accordance with the
terms and provisions of this Agreement, subject to the following:



13.1 Escrow Agent undertakes to perform only such duties as are expressly set forth in this
Agreement and no implied duties or obligations shall be read into this Agreement against Escrow
Agent.



13.2 Escrow Agent may act in reliance upon any writing or instrument or signature which it, in
good faith, believes to be true and authentic or upon any statement or assertion contained in such
writing or instrument, and may assume that any person purporting to give any writing, notice,
advice or instrument, in connection with the provisions of this Agreement has been duly authorized
to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to
form or validity of any instrument deposited in escrow, and Escrow Agent’s duties under this
Agreement shall be limited to those provided in this Agreement.



13.3 Unless Escrow Agent discharges any of its duties under this Agreement in a negligent
manner or is guilty of willful misconduct with regard to its duties under this Agreement, Seller
and Buyer shall indemnify Escrow Agent and hold it harmless from any and all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or other expenses, fees or charges of
any character or nature, which it may incur or with which it may be threatened by reason of its
acting as Escrow Agent under this Agreement; and in such connection Seller and Buyer shall
indemnify Escrow Agent against any and all expenses including reasonable attorneys’ fees and the
cost of defending any action, suit or proceeding or resisting any claim in such capacity.



13.4 If the parties (including Escrow Agent) shall be in disagreement about the
interpretations of this Agreement, or about their respective rights and obligations, or the
propriety of any action contemplated by Escrow Agent, Escrow Agent may, but shall not be required
to, file an action in interpleader to resolve the disagreement. Escrow Agent shall be indemnified
for all costs and reasonable attorneys’ fees in its capacity as Escrow Agent in connection with any
such interpleader action and shall be fully protected in suspending all or part of its activities
under this Agreement until a final judgment in the interpleader action is received.



13.5 Escrow Agent may consult with counsel of its own choice and have full and complete
authorization and protection in accordance with the opinion of such counsel. Escrow Agent shall
otherwise not be liable for any mistakes of fact or errors of judgment, or for any acts or
omissions of any kind, unless caused by its negligence or willful misconduct.




14. Escrow.



14.1 Opening. An escrow (the “Escrow”) shall be opened with Commonwealth Land Title
Insurance Company whose address is Attention: Michele Mesh, Escrow Officer, 2301 Dupont Drive,
Suite 450, Irvine, CA 92626 (“Escrow Agent”) by delivering a fully executed copy of this Agreement
to Escrow Agent. Buyer and Seller hereby authorize their respective attorneys to execute and
deliver to Escrow Agent any additional or supplementary instructions as may be necessary or
convenient to close the transaction contemplated hereby; provided however, any such additional
instruction shall not supersede this Agreement.



14.2 Disbursements and Other Actions by Escrow Agent. On the Closing, Escrow
Agent shall promptly undertake all of the following in the manner hereinbelow indicated:



14.2.1 Disburse all funds deposited with Escrow Agent by Buyer in payment of the Purchase
Price as follows:



14.2.1.1 Deduct all items chargeable to the account of Seller pursuant to Paragraph 7.2 above.



14.2.1.2 If, as a result of the prorations pursuant to Paragraph 7.1 above, amounts are to be
charged to the account of Seller, deduct the total amount of such charges.



14.2.1.3 Disburse the funds in payment of the balance of the of the Purchase Price to each of
the parties comprising Seller promptly upon the Closing in accordance with separate wiring
instructions to be delivered by Seller to Escrow Agent.



14.2.2 Cause the Deed (with documentary transfer tax statements for each to be affixed after
recording) and any other documents which the parties hereto may mutually direct to be recorded in
the Official Records of the County wherein the Property is located, and obtain conformed copies
thereof for distribution to Buyer and Seller.



14.2.3 Direct the Title Company to issue and deliver the Title Policy to Buyer.



14.2.4 Disburse to each of Buyer and Seller a fully executed original of the General
Assignment and the Assignment of Leases for the Property.



14.2.5 Mail the Tenant Notification Letters by certified mail to the addressed referenced
therein, unless Buyer has elected to do so.



15. Ongoing Operations. From and after the date of this Agreement through the date of
Closing or earlier termination of this Agreement, and provided that Buyer is not in default under
this Agreement, Seller agrees as follows:



15.1 Maintenance of Real Property. Seller shall cause the Property to be operated
in the ordinary and usual course of business and consistent with the past practice, reasonable
wear and tear excepted.



15.2 Contracts/Leases. From and after the expiration of the Inspection Period, Seller
will not amend, terminate, waive any default under, or grant concessions regarding any Approved
Service Contract or Leases or enter into any new service contract or tenant lease, that will be an
obligation affecting the Property or binding on the Buyer after Closing, except as otherwise
provided hereinbelow.



15.2.1 Contracts. Seller shall not, without Buyer’s prior consent in each instance
(which consent shall not be unreasonably withheld, conditioned or delayed), enter into any new
contracts affecting the Property, except for (i) agreements which are terminable on or prior to
Closing, which agreements shall be terminated by Seller on or before Closing, and (ii) Lease
Amendments and New Leases as provided in Section 15.2.2. Buyer shall advise Seller in writing
whether Buyer approves or disapproves any such new agreements, modifications or terminations
requiring its approval within three (3) business days after Buyer’s receipt of the proposed
document. If Buyer fails to notify Seller within such period, Buyer shall be deemed to have
approved the proposed document. All new agreements approved or deemed approved by Buyer under this
Section 15.2.1 (other than New Leases and Lease Amendments) and shall be assigned to and assumed by
Buyer upon Closing as an Approved Service Contract.



15.2.2 New Leases and Lease Amendments. If Seller desires to enter into any new lease
affecting the Property (each, a “New Lease”) or any termination, amendment, modification, expansion
or renewal of an existing Lease (each, a “Lease Amendment”), after the date of this Agreement but
prior to Closing, Seller shall provide Buyer with a copy of the proposed New Lease or Lease
Amendment and a copy of Seller’s anticipated improvement costs, tenant improvement allowances,
brokerage commissions and out-of-pocket costs and expenses in connection with the New Lease or
Lease Amendment and all information in Seller’s possession regarding the proposed new tenant for
Buyer’s review and approval, which approval may be withheld in Buyer’s reasonable discretion. Buyer
shall advise Seller, in writing, whether Buyer approves or disapproves such proposed New Lease or
Lease Amendment within three (3) business days after Buyer’s receipt of the proposed New Lease or
Lease Amendment; provided, however, if Buyer fails to notify Seller within such three (3) business
day period, Buyer shall be deemed to have approved the proposed transaction. If Buyer reasonably
disapproves of the proposed New Lease or Lease Amendment, Seller shall not enter into such New
Lease or Lease Amendment. Upon the Closing, Buyer shall assume and be responsible for (and to the
extent previously paid by Seller, reimburse Seller on the date of Closing for) a prorata portion of
any and all improvement costs, tenant improvement allowances, brokerage commissions and
out-of-pocket costs and expenses actually paid or incurred by Seller (collectively the “New Lease
Expenses”) arising out of or in connection with those New Leases and Lease Amendments entered into
by Seller pursuant to the foregoing provisions of this Section 15.2.2; such pro-rata portion(s) for
which Buyer shall be responsible shall equal the product of (i) the New Lease Expenses multiplied
by (ii) a fraction, the numerator of which is the number of months of the lease term of the New
Lease (or the number of months of the term of any exercised extension period provided by any Lease
Amendment, as applicable) remaining as of the date of Closing, and the denominator of which is the
total number of months of such lease term (or exercised extension period, as applicable). Seller
shall be responsible for the remaining pro-rata portion of the New Lease Expenses. Upon Closing,
Seller shall assign (and Buyer shall accept such assignment of) the New Lease(s) and Lease
Amendment(s) which shall be deemed to be part of the Leases hereunder. Seller will provide Buyer
with copies of any notice of default sent to or received from tenants at the Property after the
date hereof, copies of any correspondence from any tenant in which such tenant indicates that it
intends to discontinue its operations at the Property or to re-negotiate the terms of its lease at
the Property, and any notices of the filing of any action in bankruptcy or any assignment for the
benefit of creditors with respect to any tenant at the Property. The parties shall calculate and
agree upon the amount of free rent owed to any tenant identified on Exhibit “K” and Seller
shall give Buyer a credit at Closing for such free rent. Seller shall be solely responsible for
“Seller’s Lease Obligations” as set forth on Exhibit “L” attached hereto, and shall either
pay such obligations at or prior to Closing, or give Buyer a credit for the same at Closing to the
extent that Seller’s Lease Obligations remain unpaid and outstanding as of the Closing Date,
whereupon Buyer shall be obligated to pay all Seller’s Lease Obligations after Closing for which
Buyer has received a credit. In the event that it is determined that there are additional
outstanding leasing commissions or unpaid tenant improvement costs for Leases executed prior to the
date hereof other than those shown on Exhibit “L” or rent concessions owed to any tenant
except as described on Exhibit “K”, Buyer shall receive a credit for any such amounts at Closing.



15.2.3 Insurance. Seller shall, at its sole cost and expense, keep and maintain in
full force and effect through the Closing, Seller’s existing insurance coverage with respect to the
Property.




16. Property Conveyed “As-Is”.



16.1 Disclaimer of Representations and Warranties by Seller. Buyer acknowledges
and agrees that, except as expressly set forth herein, Buyer is acquiring the Property in its
“AS IS” conditions, WITH ALL FAULTS, IF ANY, AND, EXCEPT AS EXPRESSLY SET FORTH HEREIN,
WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED.



16.2 Sale “As Is”. EXCEPT AS EXPRESSLY SET FORTH HEREIN, IT IS UNDERSTOOD AND AGREED
THAT NEITHER SELLER NOR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS, SHAREHOLDERS, MEMBERS,
PARTNERS, OFFICERS, PRINCIPALS, EMPLOYEES OR CONTRACTORS HAS MADE AND IS NOT NOW MAKING, AND BUYER
HAS NOT RELIED UPON AND WILL NOT RELY UPON (DIRECTLY OR INDIRECTLY), ANY WARRANTIES,
REPRESENTATIONS OR GUARANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST,
PRESENT OR FUTURE, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES,
REPRESENTATIONS OR GUARANTIES AS TO (I) MATTERS OF TITLE, (II) ENVIRONMENTAL MATTERS RELATING TO
THE PROPERTY OR ANY PORTION THEREOF, (III) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION,
SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING
THE WITHDRAWAL OF WATER AND EARTHQUAKE FAULTS AND THE RESULTING DAMAGE OF PAST AND/OR FUTURE
EARTHQUAKES, (IV) WHETHER, AND TO THE EXTENT TO WHICH, THE PROPERTY OR ANY PORTION THEREOF IS
AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN,
FLOODWAY OR SPECIAL FLOOD HAZARD, (V) DRAINAGE, (VI) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF
INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO
LANDSLIDES, OR THE SUFFICIENCY OF ANY UNDERSHORING, (VII) ZONING OR OTHER ENTITLEMENTS, OR ANY LAND
USE REGULATIONS WHATSOEVER, TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT, (VIII) THE
AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF INCLUDING, WITHOUT LIMITATION,
WATER, SEWAGE, GAS AND ELECTRIC, (IX) USAGES OF ADJOINING PROPERTY, (X) ACCESS TO THE PROPERTY OR
ANY PORTION THEREOF, (XI) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION,
AGE, USE, DESIGN, QUALITY, DESCRIPTIONS, SUITABILITY, OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL
CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, (XII) ANY INCOME, EXPENSES, CHARGES, LIENS,
ENCUMBRANCES, RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF,
(XIII) THE PRESENCE OF HAZARDOUS SUBSTANCES (AS DEFINED BELOW) IN OR ON, UNDER OR IN THE VICINITY
OF THE PROPERTY, (XIV) THE CONDITION OR USE OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY
OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS,
BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER SIMILAR LAWS, (XV) THE EXISTENCE OR
NON-EXISTENCE OF UNDERGROUND STORAGE TANKS, (XVI) ANY OTHER MATTER AFFECTING THE STABILITY OR
INTEGRITY OF THE REAL PROPERTY, (XVII) THE POTENTIAL FOR FURTHER DEVELOPMENT OF THE PROPERTY,
(XVIII) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE.



BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED BUYER OF REAL
ESTATE AND THAT BUYER HAS RELIED AND, EXCEPT FOR REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY
SET FORTH HEREIN, SHALL RELY SOLELY ON (I) BUYER’S OWN EXPERTISE AND THAT OF BUYER’S CONSULTANTS IN
PURCHASING THE PROPERTY, AND (II) BUYER’S OWN KNOWLEDGE OF THE PROPERTY BASED SOLELY ON BUYER’S
INVESTIGATIONS AND INSPECTIONS OF THE PROPERTY. THE TERMS AND CONDITIONS OF THIS SECTION SHALL
EXPRESSLY SURVIVE THE CLOSING, NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND SHALL BE
INCORPORATED INTO THE DEED. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN
STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY SELLER, ANY
REAL ESTATE BROKER, CONTRACTOR, AFFILIATE, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE
SAME ARE SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE
REFLECTS THE “AS IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE
MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY. BUYER ACKNOWLEDGES AND AGREES THAT THE
DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN SECTION ARE AN INTEGRAL PART OF THIS AGREEMENT AND
THAT SELLER WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO BUYER FOR THE PURCHASE PRICE WITHOUT THE
DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS SECTION.



16.3 Parties Represented by Counsel. Buyer hereby represents and warrants to Seller
that: (a) Buyer is not in a significantly disparate bargaining position in relation to Seller; (b)
Buyer is represented by competent legal counsel in connection with the transaction contemplated by
this Agreement; and (c) Buyer is purchasing the Property for business, commercial, investment or
other similar purpose and not for use as Buyer’s residence. Seller hereby represents and warrants
to Buyer that: (1) Seller is not in a significantly disparate bargaining position in relation to
Buyer; and (2) Seller is represented by competent legal counsel in connection with the transaction
contemplated by this Agreement.



16.4 Buyer’s Release of Seller. Effective as of the Closing, Buyer and anyone claiming
by, through or under Buyer hereby waives its right to recover from and fully and irrevocably
releases Seller and its respective employees, officers, directors, representatives, agents,
servants, attorneys, affiliates, parent, subsidiaries, successors and assigns, and all persons,
firms, corporations and organizations in Seller’s behalf (“Released Parties”) from any and all
claims, responsibility and/or liability that it may now have or hereafter acquire against any of
the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of
action arising from or related to (a) the condition (including any construction defects, errors,
omissions or other conditions, latent or otherwise, and the presence in the soil, air, structures
and surface and subsurface waters of materials or substances that have been or may in the future be
determined to be Hazardous Substances or otherwise toxic, hazardous, undesirable or subject to
regulation and that may need to be specially treated, handled and/or removed from the Property
under current or future federal, state and local laws regulations or guidelines), valuation,
salability or utility of the Property, or its suitability for any purpose whatsoever as of the
Closing Date, and (b) any information furnished by the Released Parties under or in connection with
this Agreement. This release includes claims or which Buyer is presently unaware or which Buyer
does not presently suspect to exist which, if known by Buyer, would materially affect Buyer’s
release to Seller. In this connection and to the extent permitted by law, Buyer hereby agrees,
represents and warrants that Buyer realizes and acknowledges that factual matters now unknown to
Buyer may have given or may hereafter give rise to causes of action, claims, demands, debts,
controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and
unsuspected, and Buyer further agrees, represents and warrants that the waivers and releases herein
have been negotiated and agreed upon in light of that realization and that Buyer nevertheless
hereby intends to release, discharge and acquit Seller from any such unknown causes of action,
claims, demands, debts, controversies, damages, costs, losses and expenses.



16.5 Buyer’s Waiver of Objections. Buyer acknowledges that, as of the date of Closing,
Buyer will have inspected the Property and observed its physical characteristics and existing
conditions and will have had the opportunity to conduct such investigations and studies on and of
said Property and adjacent areas as Buyer deems necessary, and hereby waives any and all objections
to or complaints regarding the Property and its condition, including, but not limited to, federal,
state or common law based actions and any private right of action under state and federal law to
which the Property is or may be subject, including, but not limited to, CERCLA, RCRA, physical
characteristics and existing conditions, including, without limitation, structural and geologic
conditions, subsurface soil and water conditions and solid and hazardous waste and Hazardous
Substances on, under, adjacent to or otherwise affecting the Property, provided that such wavier
shall not be effective with respect to any representation or certification by Seller that is
expressly contained in this Agreement, any document delivered by Seller to Buyer prior to the
Closing, or any document Seller is required hereunder to deliver at Closing. Buyer further hereby
assumes the risk of changes in applicable laws and regulations relating to past, present and future
environmental conditions on the Property and the risk that adverse physical characteristics and
conditions, including, without limitation, the presence of Hazardous Substances or other
contaminants, may not have been revealed by Buyer’s investigation.



Seller has given Buyer material concessions regarding this transaction in exchange for
Buyer agreeing to the provisions of this Section. Seller and Buyer have each initialed this
Section to further indicate their awareness and acceptance of each and every provision hereof.



	 	 	 
	[ILLEGIBLE]

	 	

	 

	 	 
	SELLER’S INITIALS

	 	BUYER’S INITIALS






16.6 Hazardous Substances Defined. For purposes of this Agreement, “Hazardous
Substances” means any hazardous, toxic or dangerous waste, substance or material, pollutant or
contaminant, as defined for purposes of the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (42 U.S.C. Section 6901 et seq.), as amended (“CERCLA”), or the Resource
Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), as amended (“RCRA”), or any other
federal, state or local law, ordinance, rule or regulation applicable to the Property, or any
substance which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic,
mutagenic or otherwise hazardous, or any substance which contains gasoline, diesel fuel or other
petroleum hydrocarbons, polychlorinated biphenyls (PCBs), radon gas, urea formaldehyde, asbestos,
lead or electromagnetic waves.



16.7 Non-Release. Notwithstanding anything to the contrary contained in Section 16,
the provisions of Section 16 shall not be applicable (and neither Seller nor the other Released
Parties shall be released) with respect to any claims arising out of (a) fraud, (b) any breach by
Seller of any obligation, covenant, indemnity or liability of Seller set forth in this Agreement or
any documents required to be delivered by Seller at Closing, or (c) any claim by any third party
arising during Seller’s period of ownership of the Property.




17 Miscellaneous.



17.1 Assignabilitv. Buyer may not assign, transfer or convey its rights or obligations
under this Agreement without the prior written consent of Seller, which Seller may withhold in its
sole discretion, and if such written consent is obtained, Buyer shall remain jointly and severally
liable for the obligations of Buyer under this Agreement; provided, however, Buyer may assign its
interest under the Agreement (i) to an entity owned, controlled or managed by Buyer or to an entity
with which Buyer has a written investment advisory agreement, (ii) such assignee, in writing,
assumes all of the obligations of Buyer and acknowledges and consents to each provision of this
Agreement (iii) Buyer shall be released of all obligations hereunder only if, and at the time that,
the Closing occurs, and (iv) Buyer shall provide Seller with five (5) business days prior written
notice of such assignment.



17.2 ERISA Matters. Buyer is not: (i) a plan which is subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as defined in Section 3(3)
of ERISA, nor a plan as defined in Section 4975(e)(l) of the Internal Revenue Code of 1986, as
amended (each of the foregoing hereinafter referred to collectively as a “Plan”); (ii) a “party in
interest,” as defined in Section 3(14) of ERISA, to a Plan, except with respect to plans, if any,
maintained by Buyer, nor do the assets of Buyer constitute “plan assets” of one or more of such
Plans within the meaning of Department of Labor Regulations Section 2510.3-101.



17.3 Governing Law; Parties in Interest. This Agreement shall be governed by the laws
of the State of Texas and shall bind and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors, assigns and personal representatives.



17.4 Limitation on Sellers’ Liability. Buyer acknowledges and agrees that its recourse
against Seller under this Agreement for a default by Seller hereunder occurring prior to the
Closing is limited to the remedies set forth in Section 10 hereof and in connection with any
post-closing remedy which Buyer may have against Seller, such remedy shall be limited to actual
damages incurred by Buyer not to exceed One Million Dollars ($1,000,000.00) and in no event shall
Buyer seek or attempt to obtain any recovery or judgment against any of Seller’s other assets (if
any) or against any of Seller’s partners (or their constituent partners) or any director, officer,
employee or shareholder of any of the foregoing. In no event shall Buyer be entitled to seek or
obtain any other damages of any kind, including, without limitation, consequential, speculative,
indirect or punitive damages.



17.5 Recording. This Agreement or any notice or memorandum hereof shall not be
recorded in any public record. A violation of this prohibition shall constitute a material breach
of this Agreement.




17.6 Time of the Essence. Time is of the essence of this Agreement.



17.7 Headings. The headings preceding the text of the paragraphs and subparagraphs
hereof are inserted solely for the convenience of reference and shall not constitute a part of this
Agreement, nor shall they affect its meaning.



17.8 Counterparts. This Agreement may be executed simultaneously in counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



17.9 Exhibits. All Exhibits which are referred to herein and which are attached hereto
or bound separately and initialed by the parties are expressly made and constitute a part of this
Agreement.



17.10 Entire Agreement; Amendments, This Agreement and the Exhibits hereto set forth
all of the promises, covenants, agreements, conditions, and undertakings between the parties hereto
with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements
and understandings, inducements or conditions, express or implied, oral or written. This Agreement
may not be changed orally but only by an agreement in writing, duly executed by or on behalf of the
party or parties against whom enforcement or any waiver, change, modification, consent or discharge
is sought.



17.11 Professional Fees. In the event of the bringing of any action or suit by a party
hereto against another party hereunder by reason of any breach of any of the covenants, agreements
or provisions on the part of the other party arising out of this Agreement, then in that event the
prevailing party shall be entitled to have and recover of and from the other party all costs and
expenses of the action or suit, including attorneys’ fees, accounting and engineering fees, and any
other professional fees resulting therefrom.



17.12 Confidentiality. Buyer agrees that any information concerning the Property
obtained either from Seller or through other third parties (the “Evaluation Material”) will be used
solely for the purpose of evaluating the Property. Unless and until Buyer has completed the
acquisition of the Property, such information will be kept confidential by Buyer and its advisors.
Seller understands that Buyer may need to disclose the Evaluation Material or portions thereof to
those of Buyer’s officers, employees, representatives, consultants and prospective investors and
lenders (collectively referred to herein as “Representatives”), or prospective investors in the
Property who have a business relationship with Buyer (“Prospective Investors”) who need to know
such information for the purpose of evaluating or financing its acquisition of the Property, or for
the purpose of evaluating an investment in the Property. Prior to any disclosure to its
Representatives, however, Buyer shall inform its Representatives of the confidential nature of the
evaluation material, and Buyer’s Representatives shall agree to be bound by this statement of
confidentiality and not to disclose such information to any other person. Prior to any disclosure
to Prospective Investors, Buyer shall inform them of the confidential nature of the evaluation
material, shall not be obligated to cause them to agree to be bound by this statement of
confidentiality and not to disclose such information to any other person. In the event that Buyer
or any of its Representatives become legally compelled to disclose any of the Evaluation Material,
Buyer and its Representatives shall provide Seller with prompt prior written notice of such
requirements so that Seller may seek a protective order or other appropriate remedy and/or waive
compliance with the terms of this statement of confidentiality. In the event that Buyer fails to
complete the acquisition of the Property, Buyer will make a commercially reasonable effort to
assure that Buyer and its Representatives will promptly return to Seller copies of all of the
Evaluation Material which has been provided to Buyer by Seller and Buyer will make a commercially
reasonable effort to assure that Buyer and its Representatives will destroy all copies of any
analysis, compilations, studies or other documents prepared by Buyer or for its use containing or
reflecting any Evaluation Material.



SIGNATURES APPEAR ON FOLLOWING PAGE(S)






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



	 	 	 	 	 
	Seller:SP REVERCHON PROPERTIES, LP

a Delaware limited partnership

	 	



	 	



	 
	 	 	 	 
	By:	 	SP REVERCHON OFFICE PROPERTIES

	 
	 	 	 	 
	GP, LLC,

	 	

	 	

	 
	 	 	 	 
	 	 	a Delaware limited liability company

	 
	 	 	 	 
	
 
	 	its sole general partner
	 	

	 
	 	 	 	 
	
 
	 	By: /s/ MICHAEL BURRICHTER
	 	

	 
	 	 	 	 
	 	 	 

	 
	 	 	 	 
	
 
	 	Name:
	 	MICHAEL BURRICHTER
	
 
	 	 	 	 
	
 
	 	Its:
	 	VICE PRESIDENT
	
 
	 	 
	 	 
	 
	 	 	 	 
	
 
	 	By:/s/ PHILIP G. HENCH
	 	

	 
	 	 	 	 
	 	 	 

	 
	 	 	 	 
	
 
	 	Name:
	 	PHILIP G. HENCH
	
 
	 	 	 	 
	
 
	 	Its:
	 	VICE PRESIDENT
	
 
	 	 
	 	 
	SIGNATURES CONTINUE ON FOLLOWING PAGE

	 	

	 	

	 
	 	 	 	 






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	Buyer:

	 	TRIPLE NET PROPERTIES, LLC,
	 	

	 
	 	 	 	 
	 	 	a Virginia limited liability company

	 
	 	 	 	 
	
 
	 	By: /s/ ANTHONY W. THOMPSON
	 	

	 
	 	 	 	 
	 	 	 

	 
	 	 	 	 
	
 
	 	Name: ANTHONY W. THOMPSON
	 	

	 
	 	 	 	 
	 	 	 

	 
	 	 	 	 
	
 
	 	Its:
	 	CEO
	
 
	 	 
	 	 
	 
	 	 	 	 
	
 
	 	By:
	 	

	
 
	 	 
	 	 
	
 
	 	Name:
	 	

	
 
	 	 
	 	 
	
 
	 	Its:
	 	

	
 
	 	 
	 	 
	 
	 	 	 	 






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ACCEPTANCE BY ESCROW HOLDER:




Commonwealth Land Title Company hereby acknowledges that it has received originally
executed counterparts or a fully executed original of the foregoing Purchase and Sale Agreement and
Joint Escrow Instructions and agrees to act as Escrow Agent thereunder and to be bound by and
perform the terms thereof as such terms apply to Escrow Agent.



	 	 	 
	DATED: October      , 2005

	 	COMMONWEALTH LAND TITLE COMPANY

By:
	
 
	 	Name:
	
 
	 	 
	
 
	 	Its:
	
 
	 	 
	 
	 	 







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