EX-10.1






AGREEMENT FOR PURCHASE AND SALE

OF REAL PROPERTY AND ESCROW INSTRUCTIONS 




THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (this
“Agreement”) is made and entered into effective as of October 9, 2007 (the “Effective
Date”), by and between NORTHMEADOW PARKWAY, LLC, a Georgia limited liability company
(“Seller”) and TRIPLE NET PROPERTIES, LLC, a Virginia limited liability company
(“Buyer”), with reference to the following facts:




	 	A.	 	Seller owns that certain real property commonly known as Northmeadow Medical
Center, 1357 Hembree Road, City of Roswell, County of Fulton, State of Georgia, as
legally described on Exhibit A attached hereto (the “Land”) and such
other assets, as more particularly described in this Agreement.






	 	B.	 	Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the
Land and the associated assets.





NOW, THEREFORE, in consideration of the mutual covenants, premises and agreements herein
contained, the parties hereto do hereby agree as follows:



1. Purchase and Sale.




	 	1.1.	 	Subject to the terms and conditions of this Agreement, the purchase and sale
includes, and at “Close of Escrow” (as defined in Section 6.2) Seller
shall sell, transfer, grant and assign to Buyer, Seller’s entire right and interest in
and to all of the following (hereinafter sometimes collectively, the
“Property”):






	 	1.1.1.	 	The Land;






	 	1.1.2.	 	All of Seller’s rights, privileges and easements appurtenant to the Land,
including, without limitation, all of Seller’s right, title and interest, if
any, in minerals, oil, gas and other hydrocarbon substances on the Land, as
well as all development rights, air rights, water rights and water stock owned
by Seller relating to the Land, and any easements, rights of way or other
appurtenances of Seller used in connection with the beneficial use and
enjoyment of the Land (collectively, the “Appurtenances”);






	 	1.1.3.	 	All of Seller’s right, title and interest in all improvements and fixtures
located on the Land, including, without limitation, the buildings and
structures owned by Seller presently located on the Land, all apparatus,
equipment and appliances used in connection with the operation or occupancy of
the Land, such as heating, air conditioning, and lighting systems and other
facilities used to provide any utility services, refrigeration, ventilation,
garbage disposal, or other services on the Land (all of which are collectively
referred to as the “Improvements,” and together with the Land, the
Appurtenances and the Improvements are collectively referred to herein as the
“Real Property”);






	 	1.1.4.	 	All of Seller’s leases, licenses and other occupancy agreements together with
all associated amendments, modifications, extensions or supplements thereto set
forth on Exhibit B attached hereto and any other lease, license or
occupancy agreement entered into in accordance with the terms of this Agreement
prior to the Close of Escrow (collectively, the “Leases”) with all
persons or entities occupying the Real Property or any part thereof pursuant to
the Leases (“Tenants”), together with all cash security deposits, which
amounts shall be retained by Seller and credited against the Purchase Price at
Closing in accordance with Section 6.7.1 and all non-cash security
deposits, if any (“Non-Cash Security Deposits”) held in connection with
the Leases, including, guarantees, letters of credit and other similar credit
enhancements providing additional security for the Leases, as set forth on
Exhibit C attached hereto;






	 	1.1.5.	 	All tangible and intangible personal property owned by Seller that is located
on or used in connection with the Real Property, including, without limitation,
all equipment, furniture, tools and supplies, website maintained by the Seller
and related intangibles, including, Seller’s interest in the name “Northmeadow
Medical Center” (collectively, the “Personal Property”), but
specifically excluding any items of personal property owned by Tenants;






	 	1.1.6.	 	All contracts, agreements, warranties and guaranties relating to the
operation, use, maintenance, or construction of the Real Property set forth on
Exhibit D attached hereto, which Buyer will assume at Closing, pursuant
to the terms of this Agreement (collectively, the “Contracts”); and






	 	1.1.7.	 	To the extent transferable, all building permits, certificates of occupancy
and other certificates, permits, licenses and approvals relating to the Real
Property (collectively, the “Permits”).





2. Purchase Price.




Subject to the charges, prorations and reimbursements set forth in Section 6 of this
Agreement, Buyer shall pay to Seller the sum of Eleven Million Eight Hundred Seventy-Five
Thousand and No/100 Dollars ($11,875,000.00) (“Purchase Price”), for the purchase of
the Property, and payable as follows:




	 	2.1.	 	Deposit/Further Payments.






	 	2.1.1.	 	Within three (3) days from the Effective Date, Buyer shall deposit into
Escrow (hereinafter defined) the amount of Five Hundred Thousand and No/100
Dollars ($500,000.00) (the “Deposit”), in the form of a wire transfer
payable to Land America Title Company, 915 Wilshire Blvd., Suite 2100, Los
Angeles, CA 90017, Attn: Lois McCauley (“Escrow Holder”). Escrow
Holder shall place Deposit into an interest bearing money market account at a
bank or other financial institution reasonably satisfactory to Buyer, and
interest thereon shall be credited to Buyer’s account (except that Seller shall
be entitled to such interest if Seller is entitled to retain the Deposit under
this Agreement) and shall be deemed to be part of the Deposit. If Buyer closes
the transactions contemplated by this Agreement, the Deposit shall be applied
to the Purchase Price.






	 	2.1.2.	 	On or before Close of Escrow, Buyer shall deposit with the Escrow Holder to
be held in Escrow the balance of the Purchase Price, in immediately available
funds by wire transfer made payable to Escrow Holder.






	 	2.1.3.	 	In the event that this Agreement is terminated by Buyer in accordance with
its terms, the Deposit shall be immediately and automatically paid over to
Buyer without the need for any further action by either party hereto.






	 	2.1.4.	 	Except as otherwise provided in this Agreement, the Deposit shall be
non-refundable after the expiration of the Due Diligence Period, and shall be
payable to Seller in the event Buyer fails to close on or before the Closing
Date.





3. Title to Property.




	 	3.1.	 	Title Insurance.






Buyer will, at Buyer’s sole expense, cause Land America Title Company (the
“Title Company”) to issue an Extended Coverage ALTA Owner’s Policy of Title
Insurance (the “Title Policy”) for and on behalf of Buyer in the total
amount of the Purchase Price and obtainable at standard rates insuring good,
marketable and insurable title in and to the Real Property. The Title Policy shall
provide full coverage against mechanics’ and materialmens liens and shall contain
such endorsements as Buyer may reasonably require (the “Endorsements”). In
any event, Seller covenants to cause to be released and reconveyed from the
Property, and to remove as exceptions to title on or prior to the Close of Escrow
the following (the “Pre-Disapproved Exceptions”): all labor, materialmens
and mechanics liens, mortgages, deeds of trust, and other monetary encumbrances,
assessments and/or indebtedness, except for the current installment of
non-delinquent real property taxes and assessments payable as part of the real
property tax bill. The Title Policy shall be free and clear of exceptions except as
follows: (a) real property taxes and assessments, which are a lien not yet due, (b)
those liens, encumbrances, easements and other exceptions that Buyer does not
designate as being a Title Defect or “New Title Defect” (as defined below)
pursuant to Section 3.2, (c) uncured Title Defects or New Title Defects, if
any, accepted by Buyer pursuant to Section 3.2, (d) zoning ordinances
affecting the Property, and (e) legal highways (collectively, the “Permitted
Exceptions”).




	 	3.2.	 	Procedure for Approval of Title.






Buyer has delivered, and Seller hereby acknowledges receipt of, a title insurance
commitment (the “Commitment”) for the Real Property, which is dated no
earlier than thirty (30) days prior to the Effective Date, together with legible
copies of all items identified as exceptions therein (the “Title
Documents”). Buyer shall have ten (10) days following the Effective Date to
review and approve (or take exception to), in writing, the condition of the title to
the Real Property (“Title Review Period”). If the Title Documents or the
“Survey” (as defined below) reflect or disclose any defect, exception or
other matter affecting the Real Property (“Title Defects”) that are
unacceptable to Buyer, then Buyer shall provide Seller with written notice of
Buyer’s objections no later than the conclusion of the Title Review Period;
provided, however, if Buyer shall fail to notify Seller in writing within the Title
Review Period of any specific objections to the state of title to the Real Property,
then Buyer shall be deemed to have accepted all exceptions to title or other
conditions or matters which are shown on the Survey or described in the Title
Documents. Seller may, at its sole option, elect, by written notice given to Buyer
within three (3) days following the conclusion of the Title Review Period
(“Seller’s Notice Period”), to cure or remove the objections made by Buyer;
in such event, Seller shall in all events have the obligation to (i) act in good
faith in curing any Title Defects that Seller elects to cure and (ii) specifically
remove the Pre-Disapproved Exceptions. The failure of Seller to deliver written
notice electing to cure any or all such objected to exceptions during the Seller’s
Notice Period shall be deemed an election by Seller not to cure such exceptions.
Should Seller elect to attempt to cure or remove any objection, Seller shall
actively pursue such cure or removal and shall have until Closing (“Cure
Period”) in which to accomplish the cure. In the event Seller elects (or is
deemed to have elected) not to cure or remove any objection, or in any event Seller
fails to cure or remove any objection which Seller agrees or is required to cure
within the Cure Period, then Buyer shall be entitled, as Buyer’s sole and exclusive
remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit
or (ii) waive any objections that Seller has not elected to cure and close this
transaction as otherwise contemplated herein; The failure of Buyer to provide such
written notice of termination to Seller within five (5) business days following the
expiration of the Seller’s Notice Period or the Cure Period, as applicable, shall be
deemed a waiver of Buyer’s right to terminate pursuant to this Section 3.2, and a
waiver of such objections. Any exceptions to title accepted or waived by Buyer
pursuant to the terms of this Section shall be deemed “Permitted
Exceptions.” Notwithstanding the foregoing, if at anytime prior to the Close of
Escrow, Buyer receives an update or supplement to the Commitment or Survey and such
update or supplement discloses one or more Title Defects that are not Permitted
Exceptions (in each case, a “New Title Defect”) and any New Title Defect is
unacceptable to Buyer, Buyer may, within three (3) business days after receiving
such update or supplement to the Commitment or Survey, as the case may be, deliver
to the Seller another written notice of Buyer’s objections with respect to any New
Title Defect only and the process described in this Section shall apply thereto.



4. Due Diligence Items.




	 	4.1.	 	Prior to the Effective Date (except as otherwise specifically identified
below), Seller has delivered to Buyer each of the following (collectively, the “Due
Diligence Items”). The term Due Diligence Items shall also include those documents
in Buyer’s possession prior to the Close of Escrow:






	 	4.1.1.	 	A survey of the Real Property dated April 10, 2000 prepared by Pinion &
McGaughey (the “Survey”);






	 	4.1.2.	 	Copies of all Leases (which shall include any available extension options)
presently in effect with respect to the Real Property, together with any
amendments or modifications thereof and other material correspondence received
by Seller as landlord with respect to the Leases, exclusive of internal or
confidential correspondence; provided however, a copy of that certain Lease by
and between Landlord and The Sleep Specialty Center, LLC dated October 5, 2007
(the “Sleep Center Lease”) shall be delivered to Buyer within two (2) days
after the Effective Date;






	 	4.1.3.	 	Within two (2) days after the Effective Date, a “Rent Roll” with
respect to the Real Property for the calendar month immediately preceding the
Effective Date, showing with respect to each Tenant of the Real Property: (1)
the name of the Tenant, (2) the number of rentable square feet in Tenant’s
premises as set forth in Tenant’s Lease, (3) the current monthly base rental
payable by such Tenant, (4) the term of the Lease; and (5) the amount of any
security deposit;






	 	4.1.4.	 	Within two (2) days after the Effective Date, a Rent Roll current as of
December 2006, and 2007 year to date;






	 	4.1.5.	 	Within two (2) days of Effective Date, an aging report showing the
outstanding balance due as of September 30, 2007, from each Tenant, if any;






	 	4.1.6.	 	Copies of all contracts, including service contracts, warranties, management,
maintenance, leasing commission or other agreements in Seller’s possession
affecting the Real Property, if any, together with copies of the same; provided
however, a copy of that certain tenant improvements construction contract by
and between Landlord and May Construction Company dated October 8, 2007 (the
“May Construction Contract”) whereby May Construction Company has
agreed to construction tenant improvements referenced in the Sleep Center Lease
at a cost of $166,852.62 (all as more particularly described in the May
Construction Contract), shall be delivered to Buyer within two (2) days after
the Effective Date.






	 	4.1.7.	 	A site plan and comprehensive floor plan in the Seller’s possession;






	 	4.1.8.	 	True and correct copies of the real estate and personal property tax
statements covering the Property or any part thereof for each of the two (2)
years prior to the current year and, if available, for the current year;






	 	4.1.9.	 	A schedule of all current or pending litigation with respect to the Real
Property or any part thereof, if any, or otherwise with respect to Seller that
might have a material adverse effect on Seller’s ability to perform hereunder,
together with a brief description of each such proceeding;






	 	4.1.10.	 	Within two (2) days of the Effective Date, operating statements for the Real
Property for the two prior calendar years and the current year to September
30th;






	 	4.1.11.	 	An inventory of all personal property located on the Real Property which is
used in the maintenance of the Real Property or stored for future use with the
Real Property;






	 	4.1.12.	 	Copies of utility bills for the Real Property for the previous 12 calendar
months; and






	 	4.1.13.	 	The Atlanta Testing and Engineering Report 127597 dated February 17, 1999.





5. Inspections.




	 	5.1.	 	Procedure; Indemnity.






Buyer, at its sole expense, shall have the right to conduct feasibility,
environmental, engineering and physical studies of the Real Property at any time
from and after the Effective Date until October 24, 2007 (the “Due Diligence
Period”). Buyer and its duly authorized agents or representatives shall be
permitted to enter upon the Real Property at all reasonable times during the Due
Diligence Period in order to conduct tenant interviews, engineering studies, soil
tests and any other inspections and/or tests that Buyer may deem necessary or
advisable (collectively, the “Inspections”). Buyer shall conduct such
inspections in a manner not disruptive to tenants or to the operation of the
Property. Buyer agrees to promptly discharge any liens that may be imposed against
the Real Property as a result of Buyer’s Inspections and to defend, indemnify and
hold Seller harmless from all claims, suits, losses, costs, expenses (including
without limitation court costs and attorneys’ fees), liabilities, judgments and
damages (collectively, “Claims”) incurred by Seller as a result of any
Inspections performed by Buyer, except for any Claims against Seller based upon any
obligations and liabilities of Seller to the extent not caused by Buyer.




	 	5.2.	 	Approval.






	 	5.2.1.	 	On or before the date of the expiration of the Due Diligence Period, Buyer
shall have the right, in Buyer’s sole and absolute discretion, to terminate
this Agreement for any reason whatsoever by delivering to Seller written notice
of its decision to terminate this Agreement. If Buyer elects to terminate this
Agreement, then Escrow Holder, without any further action required from any
party, shall return all documents and funds, including the Deposit, to the
party so depositing same and neither party shall have any further liability to
the other hereunder, except Buyer’s indemnification obligations provided in
Section 5.1 and Buyer’s obligations in Section 5.2.2, and Buyer
shall not be entitled to purchase the Property and Seller shall not be
obligated to sell the Property to Buyer. If Buyer does not terminate this
Agreement as aforesaid, then the Deposit shall become nonrefundable except as
otherwise provided in this Agreement.






	 	5.2.2.	 	Notwithstanding anything to the contrary contained herein, Buyer hereby
agrees that in the event this Agreement is terminated for any reason, then
Buyer shall promptly and at its sole expense return to Seller all Due Diligence
Items which have been delivered by Seller to Buyer in connection with Buyer’s
inspection of the Property within one (1) business day following the
termination of this Agreement, and Buyer shall not, directly or indirectly,
disclose to any person or party or use in any manner any information of Seller
acquired by Buyer with respect to Seller or the Property, except as may be
required by law. This subsection shall survive the termination of this
Agreement.






	 	5.2.3.	 	On or before the expiration of the Due Diligence Period, the Buyer may
deliver written notice to the Seller (the “Contracts Notice”)
specifying which Terminable Contracts (defined below) Buyer requires Seller
terminate prior to the Closing (the “Terminated Contracts”) whereupon
the Terminated Contracts shall not be assigned to, or assumed by, the Buyer.
For the purposes of this Agreement, “Terminable Contracts”, shall refer only to
those Contracts listed on Exhibit D which are not marked as “Buyer must
assume”. To the extent that any such Terminated Contract requires payment of a
penalty or premium for cancellation, the Seller shall be solely responsible for
the payment of any such cancellation fees or penalties. If the Buyer fails to
deliver the Contracts Notice on or before the expiration of the Due Diligence
Period, there shall be no Terminated Contracts and the Buyer shall assume all
Contracts set forth on Exhibit D at the Closing. For the avoidance of
doubt, at Closing, Buyer must assume those Contract which are marked, “Buyer
must Assume.” Notwithstanding anything to the contrary set forth in this
section, prior to the Closing Date the Seller shall terminate any and all
management contracts pertaining to the Property.





6. Escrow.




	 	6.1.	 	Opening.






Purchase and sale of the Property shall be consummated through an escrow
(“Escrow”) to be opened with Escrow Holder within two (2) business days
after the execution of this Agreement by Seller and Buyer. This Agreement shall be
considered as the Escrow instructions between the parties, with such further
consistent instructions as Escrow Holder shall require in order to clarify its
duties and responsibilities. If Escrow Holder shall require further Escrow
instructions, Escrow Holder may prepare such instructions on its usual form. Such
further instructions shall, so long as not inconsistent with the terms of this
Agreement, be promptly signed by Buyer and Seller and returned to Escrow Holder
within three (3) business days of receipt thereof. In the event of any conflict
between the terms and conditions of this Agreement and any further Escrow
instructions, the terms and conditions of this Agreement shall control.




	 	6.2.	 	Close of Escrow; Closing Date.






For purposes of this Agreement, the “Close of Escrow” or “Closing”
shall be defined as the consummation of the purchase and sale of the Property
contemplated under this Agreement, which shall occur on or before thirty (30) days
from the date of the expiration of the Due Diligence Period or on such other date
mutually approved in writing by Seller and Buyer (the “Closing Date”) in the
offices of the Title Company. On the Close of Escrow, Title Company shall file for
record the Deed and such other instruments as are required under Section 6.4
of this Agreement pursuant to the written closing escrow instructions of Buyer and,
subject to the rights of tenants, Seller shall deliver possession of the Property.




	 	6.3.	 	Buyer Required to Deliver.






On or before 12:00 p.m. (Eastern Time) one day prior to the Closing Date, Buyer
shall deliver to Escrow Holder the following:




	 	6.3.1.	 	The balance of the Purchase Price, less the Deposit that is being held by
Escrow Holder, the Free Rent Credit (as defined in Section 6.7.1(e)
below) and any other credits or adjustments made pursuant to this Agreement;






	 	6.3.2.	 	Such other documents as the Title Company may require from Buyer in order to
issue the Title Policy;






	 	6.3.3.	 	Two (2) originals of an Assignment and Assumption Agreement in the form
attached hereto as Exhibit E (the “Assignment Agreement”), duly
executed by Buyer assigning all of Seller’s right, title and interest in and to
the Leases, Personal Property, those Contracts which Buyer assumes pursuant to
the terms of this Agreement, and Permits from and after the Close of Escrow to
Buyer;






	 	6.3.4.	 	Two (2) original limited-scope management agreement (the “Management
Agreement”), the form of which shall be mutually agreed upon prior to the
expiration of the Due Diligence Period, duly executed by Buyer whereby Buyer
engages Crossgate Partners, LLC, a Georgia limited liability company, to
provide certain property management services (not including accounting) on
behalf of Buyer at the Property for a combined total consideration of two and a
half percent (2.5%) of the monthly gross revenues collected from the operation
of the Property for a period of three (3) years commencing as of the Close of
Escrow and such other reimbursements as are set forth in the Management
Agreement;






	 	6.3.5.	 	Two (2) original escrow agreements (the “TI Escrow Agreement”) duly
executed by Buyer in a form reasonably acceptable to Buyer and Seller which
shall identify an escrow account (the “TI Escrow Account”) and govern
the holding and disbursement of the “TI Funds” (as defined in
Section 6.6.4 below);






	 	6.3.6.	 	Such other documents as may be required by this Agreement or as may
reasonably be required to carry out the terms and intent of this Agreement,
provided that such documents shall not increase Buyer’s liability or result in
a material expense to Buyer; and






	 	6.3.7.	 	A counterpart Closing Statement setting forth the Purchase Price and all
amounts applied on behalf of or charged against Buyer pursuant to
Section 6 of this Agreement.






	 	6.4.	 	Seller Required to Deliver.






	 	6.4.1.	 	On or before 12:00 p.m. (Eastern Time) one day prior to the Closing Date
(unless another period of time is specified), Seller shall deliver to Escrow
Holder the following:






	 	(a)	 	One (1) original limited warranty deed in the
form attached hereto as Exhibit F (the “Deed”), duly
executed and acknowledged by Seller and in proper form for recording,
conveying fee simple title to the Real Property to Buyer, free and
clear of all liens and encumbrances, except for the Permitted
Exceptions;






	 	(b)	 	Two (2) original Assignment Agreements, duly
executed by Seller, assigning all of Seller’s right, title and interest
in and to the Leases, Personal Property, those Contracts which Buyer
assumes pursuant to the terms of this Agreement, and Permits to Buyer
from and after the Close of Escrow;






	 	(c)	 	One (1) original certification as to Seller’s
non-foreign status which complies with the provisions of Section
1445(b)(2) of the Internal Revenue Code of 1986, as amended, any
regulations promulgated thereunder, and any revenue procedures or other
officially published announcements of the Internal Revenue Service or
the U.S. Department of the Treasury in connection therewith (the
“FIRPTA”);






	 	(d)	 	A certificate, in the form required by the
State of Georgia, duly executed by Seller under penalty of perjury,
certifying that the Seller is exempt from the requirement to withhold
taxes in connection with the sale of the Property, or alternatively,
such taxes will be withheld and paid to the Title Company for
disbursement to the State of Georgia, in accordance with Georgia law;






	 	(e)	 	One (1) original letter, in a form reasonably
acceptable to Buyer, duly executed by Seller, advising the tenants
under the Leases of the change in ownership of the Real Property (the
“Tenant Letter”);






	 	(f)	 	No later than five (5) days prior to the
Closing Date, the “Tenant Estoppels” (as defined in Section
9.1.6), to the extent obtained, the “Association Estoppels”
(as defined in Section 9.1.6) and, to the extent obtained, the
“SNDAs” (as defined in Section 9.1.6) pursuant to
Section 9.1.6;






	 	(g)	 	Two (2) original TI Escrow Agreements duly
executed by Seller in a form reasonably acceptable to Seller and Buyer;






	 	(h)	 	Such other documents and instruments, executed
and properly acknowledged by Seller, if applicable, as Title Company or
Buyer may reasonably require from Seller in order to (i) vest, confirm
or evidence in Buyer title to all of the Property intended to be
conveyed, sold, transferred, assigned and delivered to Buyer under this
Agreement and (ii) effectuate, in any other manner, the terms and
conditions of this Agreement, including a commercially reasonable gap
coverage, owner’s affidavit and lien waiver from the brokers;






	 	(i)	 	Two (2) originals of the Management Agreement
duly executed by Seller;






	 	(j)	 	Such other documents as may be required by this
Agreement or as may reasonably be required to carry out the terms and
intent of this Agreement, provided that such documents shall not
increase Seller’s liability or result in a material expense to Seller;






	 	(k)	 	A counterpart Closing Statement setting forth
the Purchase Price and all amounts applied on behalf of or charged
against Seller pursuant to Section 6 of this Agreement; and






	 	(l)	 	A current Rent Roll certified by the Seller as
being true and accurate as of the Closing Date.






	 	6.4.2.	 	Within one (1) business day after the Close of Escrow, Seller shall deliver
to Buyer the following:






	 	(a)	 	All keys to all buildings and other
improvements located on the Real Property, combinations to any safes
thereon, and security devices therein, in Seller’s possession;






	 	(b)	 	A letter from Seller addressed to each Tenant
informing such Tenant of the change in ownership;






	 	(c)	 	The original, or true and correct copies of,
the Leases, Contracts and Permits; and






	 	(d)	 	All records and files relating to the
management or operation of the Real Property, including, without
limitation, all insurance policies, all service contracts, all tenant
files (including correspondence), property tax bills, and all
calculations used to prepare statements of rental increases under the
Leases and statements of common area charges, insurance, property taxes
and other charges which are paid by Tenants of the Real Property.





	 	 	 	 	 
	6.5.

	 	Buyer’s Costs.
	 	

	 	 	 
	 	 	At Closing, Buyer shall be responsible for the following:
	
 
	 	6.5.1.

6.5.2.

6.5.3.

6.5.4.
	 	One-half (1/2) of the escrow fees;

The cost of the Title Policy and Endorsements;

The cost of the Survey performed by Buyer;

Buyer’s attorneys’ fees;







	 	6.5.5.	 	Provided that Buyer and Seller (a) execute and deliver the TI Escrow
Agreement to Escrow Holder pursuant to Section 6.3 and Section
6.4 respectively, and (b) Seller deposits the TI Funds pursuant to
Section 6.6.4 below, then (c) Seller shall receive a credit for
$45,112.62, such amount representing the TI Loan Amount placed in the TI Escrow
Account by Seller, or the sum of the TI Loan Amount placed in the TI Escrow
Account by Seller and the payments made by Seller under the May Construction
Contract, which reduced the TI Loan Amount in accordance with Section
6.6.4, as applicable; and






	 	6.5.6.	 	All other costs customarily borne by purchasers of real property in Fulton
County, Georgia.





	 	 	 	 	 
	6.6.

	 	Seller’s Costs.
	 	

	 	 	 
	 	 	At Closing, Seller shall be responsible for the following:
	
 
	 	6.6.1.

6.6.2.

6.6.3.
	 	One-half (1/2) of the escrow fees;

The cost of any real estate transfer taxes;

Seller’s attorneys’ fees;







	 	6.6.4.	 	In connection with Buyer and Seller’s delivery of the TI Escrow Agreement to
Escrow Holder pursuant to Section 6.3 and Section 6.4
respectively, Seller shall deposit the sum of One Hundred Twenty-One Thousand
Seven Hundred Forty and No/100 Dollars ($121,740.00) (the “TI Allowance
Amount”) and the sum of Forty-Five Thousand One Hundred Twelve and 62/100
Dollars ($45,112.62) (the “TI Loan Amount”) for a total of One Hundred
Sixty-Six Thousand Eight Hundred Fifty Two and 62/100 Dollars ($166,852.62)
(collectively, the “TI Funds”) into the TI Escrow Account; provided
however, the TI Allowance Amount shall be reduced by any payments made by
Seller under the May Construction Contract prior to Closing; provided further
if the TI Allowance Amount is reduced to zero because Seller has made payments
under the May Construction Contract in the amount of $121,740.00, then any
further payments made by Seller under the May Construction Contract prior to
Closing shall likewise reduce the TI Loan Amount. By way of illustration and
for the avoidance of doubt, if prior to Closing, Seller has made payments under
the May Construction Contract in the amount of $120,000.00, then the TI
Allowance Amount required to be placed in escrow by Seller shall equal
$1,740.00, and the TI Loan Amount required to be placed in escrow by Seller
shall equal $45,112.62.






	 	6.6.5.	 	Recording fees for the Deed or any other document(s) required by the Title
Company in order to release Title Defects or New Title Defects.






	 	6.6.6.	 	All other costs customarily borne by sellers of real property in Fulton
County, Georgia; and






	 	6.6.7.	 	All costs associated with removing any debt encumbering the Property,
including, without limitation, that certain Wachovia Bank, N.A., loan, as shown
on the Commitment and any prepayment penalties associated therewith.






	 	6.7.	 	Prorations.






	 	6.7.1.	 	Items to be Prorated. The following shall be prorated between Seller
and Buyer as of the Close of Escrow with the Buyer being deemed the owner of
the Property as of the Close of Escrow:






(a) Taxes and Assessments. All non-delinquent real property
taxes, assessments and other governmental impositions of any kind or nature,
including, without limitation, any special assessments or similar charges
(collectively, “Taxes”), which relate to the tax year within which
the Closing occurs based upon the actual number of days in the tax year.
With respect to any portion of the Taxes which are payable by any Tenant
directly to the authorities, no proration or adjustment shall be made. The
proration for Taxes shall be based upon the most recently issued tax bill
for the Property. If the most recent tax bill is not for the current tax
year, then the parties shall reprorate within thirty (30) days of the
receipt of the tax bill for the current tax year. Upon the Close of Escrow
and subject to the adjustment provided above, Buyer shall be responsible for
real estate taxes and assessments on the Property payable from and after the
Close of Escrow. With respect to all periods for which Seller has paid
Taxes, Seller hereby reserves the right to institute or continue any
proceeding or proceedings for the reduction of the assessed valuation of the
Property, and, in its sole discretion, to settle the same. Seller shall
have sole authority to control the progress of, and to make all decisions
with respect to, such proceedings but shall provide Buyer with copies of all
communications with the taxing authorities. All net tax refunds and credits
attributable to any period prior to the Close of Escrow which Seller has
paid or for which Seller has given a credit to Buyer shall belong to and be
the property of Seller, provided, however, that any such refunds and credits
that are the property of Tenants under Leases shall be promptly remitted by
Seller directly to such Tenants or to Buyer for the credit of such Tenants.
All net tax refunds and credits attributable to any period subsequent to the
Close of Escrow shall belong to and be the property of Buyer. Buyer agrees
to cooperate with Seller in connection with the prosecution of any such
proceedings and to take all steps, whether before or after the Close of
Escrow, as may be necessary to carry out the intention of this subsection,
including the delivery to Seller, upon demand, of any relevant books and
records, including receipted tax bills and cancelled checks used in payment
of such taxes, the execution of any and all consent or other documents, and
the undertaking of any acts necessary for the collection of such refund by
Seller. Buyer agrees that, as a condition to the transfer of the Property
by Buyer, Buyer will cause any transferee to assume the obligations set
forth herein.




(b) Rents. Buyer will receive a credit at closing for all rents
collected by Seller prior to the Closing which are allocable to the period
from and after the Close of Escrow based upon the actual number of days in
the month. No credit shall be given the Seller for accrued and unpaid rent
or any other non-current sums due from Tenants until these sums are paid,
and Seller shall retain the right to collect any such rent provided Seller
does not sue to evict any tenants or terminate any Tenant Leases. Buyer
shall cooperate with Seller after Closing to collect any rent under the
Tenant Leases which has accrued as of the Closing; provided, however, Buyer
shall not be obligated to sue any Tenants or exercise any legal remedies
under the Tenant Leases or to incur any expense over and above its own
regular collection expenses. All payments collected from Tenants after
Closing shall first be applied to the month in which the Closing occurs,
then to any rent due to Buyer for the period after Closing and finally to
any rent due to Seller for the period prior to Closing; provided, however,
notwithstanding the foregoing, if Seller collects any payments from Tenants
after Closing through its own collection efforts, Seller may first apply
such payments to rent due the Seller for the period prior to Closing.




(c) CAM Expenses. To the extent that Tenants are reimbursing
the landlord for common area maintenance and other operating expenses
(collectively, “CAM Charges”), CAM Charges shall be prorated at
Closing and again subsequent to Closing, as of the date of Closing on a
lease-by-lease basis with each party being entitled to receive a portion of
the CAM Charges payable under each Lease for the CAM Lease Year in which
Closing occurs, which portion shall be equal to the actual CAM Charges
incurred during the party’s respective periods of ownership of the Property
during the CAM Lease Year. As used herein, the term “CAM Lease
Year” means the twelve (12) month period as to which annual CAM Charges
are owed under each Lease. Five (5) days prior to Closing the Seller shall
submit to Buyer an itemization of its actual CAM Charges operating expenses
through such date and the amount of CAM Charges received by the Seller as of
such date, together with an estimate of CAM Charges to be incurred to, but
not including, the Close of Escrow. In the event that the Seller has
received CAM Charges payments in excess of its actual CAM Charges operating
expenses, the Buyer shall be entitled to receive a credit against the
Purchase Price for the excess. In the event that the Seller has received
CAM Charges payments less than its actual CAM Charges operating expenses, to
the extent that the Leases provide for a “true up” at the end of the CAM
Lease Year, the Seller shall be entitled to receive any deficit but only
after the Buyer has received any true up payment from the Tenant. Upon
receipt by either party of any CAM Charge true up payment from a Tenant, the
party receiving the same shall provide to the other party its allocable
share of the “true up” payment within five (5) days of the receipt thereof.




To assist the Buyer in preparing “true up” reconciliation at the end of the
CAM Lease Year, the Seller shall deliver to the Buyer at Closing records of
all of the Seller’s CAM Charge expenditures.




(d) Operating Expenses. All operating expenses (including all
charges under the service contracts and agreements assumed by Buyer) shall
be prorated, and as to each service provider, operating expenses payable or
paid to such service provider in respect to the billing period of such
service provider in which the Close of Escrow occurs (the “Current
Billing Period”), shall be prorated on a per diem basis based upon the
number of days in the Current Billing Period prior to the Close of Escrow
and the number of days in the Current Billing Period from and after the
Close of Escrow, and assuming that all charges are incurred uniformly during
the Current Billing Period. If actual bills for the Current Billing Period
are unavailable as of the Close of Escrow, then such proration shall be made
on an estimated basis based upon the most recently issued bills, subject to
readjustment upon receipt of actual bills.




(e) Security Deposits; Prepaid Rents. Prepaid rentals and
other tenant charges and cash security deposits listed on Exhibit C
(the “Cash Security Deposits”) (including any portion thereof which
may be designated as prepaid rent) under Tenant Leases, if and to the extent
that such deposits are in Seller’s actual possession or control and have not
been otherwise applied by Seller to any obligations of any Tenants under the
Tenant Leases, shall be retained by Seller and shall be credited against the
Purchase Price at Closing. Upon the Closing, Buyer shall assume full
responsibility for all security deposits to be refunded to the Tenants under
the Tenant Leases (to the extent the same are required to be refunded by the
terms of such Tenant Leases or applicable). To the extent that Tenants,
including, without limitation, Brian K. Howard P.C. and The Sleep Specialty
Center, LLC, are entitled, as of the Close of Escrow, to a rental
concession, including, without limitation, a rent abatement or free rent
period (collectively, the “Free Rent Credit”) from and/or any time
after the Close of Escrow, the Free Rent Credit shall be credited against
the Purchase Price. In the event that any security deposits are in the form
of letters of credit or other financial instruments (the “Non-Cash
Security Deposits”), Seller will, at Closing cause Buyer to be named as
beneficiary under the Non-Cash Security Deposits, if any, and Buyer will not
receive a credit against the Purchase Price for any such Non-Cash Security
Deposits. In the event that the Buyer cannot be named the beneficiary under
the Non-Cash Security Deposits as of the Close of Escrow, an escrow shall be
established at Closing in an amount equal to all Non-Cash Security Deposits
under which Buyer is not the beneficiary as of the Close of Escrow.




(f) Leasing Costs. Seller shall receive a credit at the
Closing for all leasing costs, including tenant improvement costs and
allowances, and its pro-rata leasing commissions, previously paid by Seller
in connection with any Lease or modification to an existing Tenant Lease
which was entered into after the Effective Date and which is approved or
deemed approved by Buyer pursuant to this Agreement, which approval included
approval of the tenant improvement costs. The Seller’s pro-rata share
shall be equal to a fraction which has as its numerator the number of months
left in the base term of the Lease after the Close of Escrow and which has
as its denominator the number of months in the base term of the Lease.
Except as otherwise specifically provided in the Agreement, Seller shall pay
for all tenant improvement allowances and leasing commissions with respect
to the premises leased as of the Effective Date by the Tenants pursuant to
the Tenant Leases in effect as of the Effective Date, to the extent that
such improvement allowances and leasing commissions are unpaid as of the
Close of Escrow.




(g) Percentage Rent. Any percentage rents due or paid under
any of the Leases (“Percentage Rent”) shall be prorated between
Buyer and Seller outside of Closing as of the Close of Escrow on a
Lease-by-Lease basis, as follows; (a) Seller shall be entitled to receive
the portion of the Percentage Rent under each Lease for the Lease Year in
which Closing occurs, which portion shall be the ratio of the number of days
of said Lease Year in which Seller was Landlord under the Lease to the total
number of days in the Lease Year, and (b) Buyer shall receive the balance of
Percentage Rent paid under each Lease for the Lease Year. As used herein,
the term “Lease Year” means the twelve (12) month period as to which
annual Percentage Rent is owed under each Lease. Upon receipt by either
Buyer or Seller of any gross sales reports (“Gross Sales Reports”)
and any full or partial payment of Percentage Rent from any tenant of the
Property, the party receiving the same shall provide to the other party a
copy of the Gross Sales Report and a check for the other party’s prorata
share of the Percentage Rent within five (5) days of the receipt thereof.
In the event that the Tenant only remits a partial payment, then the amount
to be remitted to the other party shall be its prorata share of the partial
payment. Nothing contained herein shall be deemed or construed to require
either Buyer to Seller to pay to the other party its prorata share of the
Percentage Rent prior to receiving the Percentage Rent from the Tenant, and
the acceptance or negotiation of any check for Percentage Rent by either
party shall not be deemed a waiver of that party’s right to contest the
accuracy or amount of the Percentage Rent paid by the Tenant.




	 	6.7.2.	 	Calculation; Reproration. Seller shall prepare and deliver to
Purchaser no later than three (3) business days prior to the Closing an
estimated closing statement which shall set forth all costs payable, and the
prorations and credits provided for in this Contract and to the extent Seller
does not timely deliver the estimated closing statement to Purchaser, Purchaser
shall have the right, but not the obligation, to extent the Closing by the
number of days Seller is delinquent is delivering such estimated closing
statement to Purchaser. Any item which cannot be finally prorated because of
the unavailability of information shall be tentatively prorated on the basis of
the best data then available and adjusted when the information is available in
accordance with this subsection. Purchaser shall notify Seller within one (1)
business days after its receipt of such estimated closing statement of any
items which Purchaser disputes, and the Seller and Purchaser shall attempt in
good faith to reconcile any differences on or before the Closing. The
estimated closing statement as adjusted as aforesaid and approved in writing by
the parties (which shall not be withheld if prepared in accordance with this
Contract) shall be referred to herein as the “Closing Statement”. If
the prorations and credits made under the Closing Statement shall prove to be
incorrect or incomplete for any reason, then either party shall be entitled to
an adjustment to correct the same; provided, however, that any adjustment shall
be made, if at all, within sixty (60) days after the Closing (except with
respect to common area maintenance charges and taxes, in which case such
adjustment shall be made within thirty (30) days after the information
necessary to perform such adjustment is available), and if a party fails to
request an adjustment to the Closing Statement by a written notice delivered to
the other party within the applicable period set forth above (such notice to
specify in reasonable detail the items within the Closing Statement that such
party desires to adjust and the reasons for such adjustment), then the
prorations and credits set forth in the Closing Statement shall be binding and
conclusive against such party.






	 	6.7.3.	 	Items Not Prorated. Seller and Buyer agree that (a) on the Close of
Escrow, the Property will not be subject to any financing arranged by Seller;
(b) none of the insurance policies relating to the Property will be assigned to
Buyer and Buyer shall be responsible for arranging for its own insurance as of
the Close of Escrow; and (c) utilities, including telephone, electricity, water
and gas, shall be read on the Close of Escrow and Buyer shall be responsible
for all the necessary actions needed to arrange for utilities to be transferred
to the name of Buyer on the Close of Escrow, including the posting of any
required deposits and Seller shall be entitled to recover and retain from the
providers of such utilities any refunds or overpayments to the extent
applicable to the period prior to the Close of Escrow, and any utility deposits
which it or its predecessors may have posted. Accordingly, there will be no
prorations for debt service, insurance or utilities. In the event a meter
reading is unavailable for any particular utility, such utility shall be
prorated in the manner provided in Section 6.7.2 above.






	 	6.7.4.	 	Indemnification. Buyer and Seller shall each indemnify, protect,
defend and hold the other harmless from and against any claim in any way
arising from the matters for which the other receives a credit or otherwise
assumes responsibility pursuant to this Section.






	 	6.7.5.	 	Survival. This Section shall survive the Closing.






	 	6.8.	 	Delivery and Payment.





At the Close of Escrow, the Escrow Holder shall disburse funds and documents as follows:




	 	6.8.1.	 	To Seller:






	 	(a)	 	a copy of the Closing Statement;






	 	(b)	 	executed originals of the Assignment
Agreements; and






	 	(c)	 	the Purchase Price, and any other credits or
adjustments made pursuant to this Agreement;






	 	6.8.2.	 	To Buyer:






	 	(a)	 	a copy of the Closing Statement;






	 	(b)	 	the recorded Deed or a receipt of filing from
the Clerk of Courts evidencing the filing of the Deed;






	 	(c)	 	executed originals of the Assignment
Agreements, the Tenant Letter, estoppel certificates, and the available
SDNAs;






	 	(d)	 	executed originals of all affidavits and other
instruments deposited into escrow pending Closing; and






	 	(e)	 	the Title Policy or marked Title Commitment
pursuant to Buyer’s closing escrow instructions.





7. Seller Representations, Warranties, and Covenants.




	 	7.1.	 	Representations and Warranties.






For purposes of this Agreement, the phrase “Knowledge of Seller” or words of similar
import shall mean the actual knowledge of Randy Moore who is the managing member of
Crossgate Partners, LLC, a Georgia limited liability company, the manager for Seller
who manages the day to day operations of the Property on behalf of Seller. Seller
represents and warrants that the foregoing person is primarily responsible for
overseeing the management and operation of the Property and is the person most
knowledgeable as to the matters set forth below.




Seller hereby represents and warrants as of the date hereof and as of the Close of
Escrow by appropriate certificate to Buyer as follows:




	 	7.1.1.	 	Organization and Authorization. Seller is a limited liability
company duly formed and validly existing under the laws of the State of
Georgia. Seller has full power and authority to enter into this Agreement, to
perform this Agreement and to consummate the transactions contemplated hereby.
The execution, delivery and performance of this Agreement and all documents
contemplated hereby by Seller have been duly and validly authorized by all
necessary action on the part of Seller and all required consents and approvals
have been duly obtained and will not result in a breach of any of the terms or
provisions of, or constitute a default under, any indenture, agreement or
instrument to which Seller is a party or otherwise bound. This Agreement is a
legal, valid and binding obligation of Seller, enforceable against Seller in
accordance with its terms, subject to the effect of applicable bankruptcy,
insolvency, reorganization, arrangement, moratorium or other similar laws
affecting the rights of creditors generally.






	 	7.1.2.	 	No Conflicting Agreements. The execution and delivery by Seller of,
and the performance of and compliance by Seller with, the terms and provisions
of this Agreement, do not (1) conflict with, or result in a breach of, the
terms, conditions or provisions of, or constitute a default under, Seller’s
Articles of Organziation, Operating Agreement, or any other agreement or
instrument to which Seller is a party or by which all or any part of the
Property is bound, (2) violate any restriction, requirement, covenant or
condition to which all or any part of the Property is bound, (3) to the
knowledge of Seller, constitute a violation of any applicable code, resolution,
law, statute, regulation, ordinance or rule applicable to Seller or the
Property, (4) constitute a violation of any judgment, decree or order
applicable to Seller or specifically applicable to the Property, or (5) require
the consent, waiver or approval of any third party.






	 	7.1.3.	 	Title. Seller has, or will have at Closing, good and marketable
title to the Real Property, subject to the Permitted Exceptions. Seller has
not entered into any, nor to Seller’s Knowledge are there any, outstanding
rights of first refusal, rights of reverter or options relating to the Real
Property or any interest therein, except as may be specifically provided for in
the Leases in relation to extensions of such Leases for additional terms. To
Seller’s knowledge, there are no unrecorded or undisclosed documents or other
matters which affect title to the Real Property. Subject to the Leases, Seller
has enjoyed the continuous and uninterrupted quiet possession, use and
operation of the Real Property, without material complaint or objection by any
person.






	 	7.1.4.	 	FIRPTA. Seller is not a “foreign person” within the meaning of
Section 1445(f) of the Internal Revenue Code of 1986, as amended (the
“Code”).






	 	7.1.5.	 	Employees. There are no on-site employees of Seller at the Real
Property, and following the Close of Escrow, Buyer shall have no obligation to
employ or continue to employ any individual employed by Seller or its
affiliates in connection with the Real Property.






	 	7.1.6.	 	Litigation. Except as set forth on any schedule of litigation
delivered pursuant to Section 4.1.9, there are no actions, suits or
proceedings pending, or to the best of Seller’s knowledge, threatened against
Seller and affecting any portion of the Real Property, at law or in equity, or
before or by any federal, state, municipal, or other governmental court,
department, commission, board, bureau, agency, or instrumentality, domestic or
foreign.






	 	7.1.7.	 	Compliance with Laws and Environmental Conditions. Except as
expressly set forth in the Due Diligence Items, Seller has not received any
written notice from any governmental or quasi-governmental authority of any
violations of any applicable federal, state or local laws, statutes, rules,
regulations, ordinances, orders or requirements (collectively, “Laws”)
noted or issued by any governmental authority having jurisdiction over or
affecting the Property, including, without limitation, Laws relating to
“Hazardous Materials”. For purposes of this Agreement, “Hazardous
Materials” are substances defined as: “toxic substances,” “toxic
materials,” “hazardous waste,” “hazardous substances,” “pollutants,” or
“contaminants” as those terms are defined in the Resource, Conservation and
Recovery Act of 1976, as amended (42 U.S.C. § 6901 et. seq.),
the Comprehensive Environmental Response Compensation and Liability Act of
1980, as amended (42 U.S.C. § 9601 et. seq.), the Hazardous
Materials Transportation Act, as amended (49 U.S.C. § 1801 et.
seq.), the Toxic Substances Control Act of 1976, as amended (15 U.S.C.
§ 2601 et. seq.), the Clean Air Act, as amended (42 U.S.C. §
1251 et. seq.) and any other federal, state or local law,
statute, ordinance, rule, regulation, code, order, approval, policy and
authorization relating to health, safety or the environment; asbestos or
asbestos-containing materials; lead or lead-containing materials; oils;
petroleum-derived compounds; pesticides; or polychlorinated biphenyls. Since
Seller’s acquisition of the Property, no part of the Property has been
previously used by Seller, or to the knowledge of Seller, by any other person
or entity, for the storage, manufacture or disposal of Hazardous Materials,
except as may be disclosed in the Due Diligence Items. Except as set forth in
the Due Diligence Items, to the knowledge of Seller, there are no underground
storage tanks of any nature located on any of the Property. Other than the Due
Diligence Items, Seller is not in possession or control of any existing reports
dealing with environmental matters relating to the Property.






	 	7.1.8.	 	Unpaid Claims. To Seller’s knowledge, there are no unpaid bills,
claims, or liens in connection with any construction or repair of the Real
Property except for those that will be paid in the ordinary course of business
prior to Close of Escrow or which have been bonded over or the payment of which
has otherwise been adequately provided for to the satisfaction of Buyer.






	 	7.1.9.	 	Defects. To Seller’s knowledge, Seller has not experienced any
material physical or mechanical defects in the buildings or any material
settlement or earth movement affecting the Real Property.






	 	7.1.10.	 	Zoning. To Seller’s knowledge, the zoning of the Real Property
permits the current building and use of the Real Property, and to Seller’s
knowledge there is no pending, or contemplated, rezoning. To Seller’s
knowledge, the Real Property complies with all applicable subdivision laws and
all local ordinances enacted thereunder and no subdivision or parcel map not
already obtained is required to transfer the Real Property to Buyer.






	 	7.1.11.	 	Leases. To Seller’s knowledge, the information in the Rent Roll is
true, correct, and complete. Seller has or will pursuant to Section 4
and Section 7.3 deliver to Buyer true, accurate and complete copies of
all of the Leases and there are no leases, subleases, licenses, occupancies or
tenancies in effect pertaining to any portion of the Real Property, and no
persons, tenants or entities occupy space in the Real Property, except as
stated in the Rent Roll. There are no options or rights to renew, extend or
terminate the Leases or expand any Lease premises, except as shown in the Rent
Roll or the Leases. Except as may be disclosed in the Due Diligence Items
and/or the Leases, no brokerage commission or similar fee is due or unpaid by
Seller with respect to any Lease, and there are no written or oral agreements
that will obligate Buyer, as Seller’s assignee, to pay any such commission or
fee under any Lease or extension, expansion or renewal thereof. The Leases and
any guaranties thereof are in full force and effect, and, to Seller’s
knowledge, are subject to no defenses, setoffs or counterclaims for the benefit
of the Tenants thereunder. Neither Seller nor, to Seller’s knowledge, any
Tenant is in default under its Lease. Seller is in full compliance with all of
the landlord’s obligations under the Leases, and, except as may be provided in
the Leases, Seller has no obligation to any Tenant under the Leases to further
improve such Tenant’s premises or to grant or allow any rent or other
concessions. No rent or other payments have been collected in advance for more
than one (1) month and no rents or other deposits are held by Seller, except
the security deposits described on the Rent Roll and rent for the current
month. Except for that certain lease with Brian K. Howard, P.C. dated March 1,
2007, and the Sleep Center Lease which may be entered into during the term of
this Agreement pursuant to Section 7.3.3, each rental concession,
rental abatement or other benefit granted to Tenants under the Leases will have
been fully utilized prior to the Close of Escrow.






	 	7.1.12.	 	Condemnation Proceedings. To Seller’s knowledge, there are no
presently pending or contemplated proceedings to condemn the Real Property or
any part of it.






	 	7.1.13.	 	Utilities. To Seller’s knowledge, all water, sewer, gas, electric,
telephone and drainage facilities, and all other utilities required by law or
by the normal operation of the Real Property are connected to the Real Property
and are adequate to service the Real Property in its present use and normal
usage by the Tenants and occupants of the Real Property and are in good working
order and repair.






	 	7.1.14.	 	Permits. To Seller’s knowledge, Seller has all licenses, permits
(including, without limitation, all building permits and occupancy permits),
easements and rights-of-way which are required in order to continue the present
use of the Real Property and ensure adequate vehicular and pedestrian ingress
and egress to the Real Property.






	 	7.1.15.	 	Contracts. Except for the Leases set forth on Exhibit B and
the Contracts set forth on Exhibit D, to Seller’s knowledge, there are
no agreements, written or oral, relating to the management, leasing, operation,
maintenance and/or improvement of the Property or any portion thereof. Seller
has not delivered or received any notice alleging any default in the
performance or observance of any of the covenants, conditions or obligations to
be kept, observed or performed under any of the Contracts. To Seller’s
knowledge, Seller has delivered to Buyer a true, correct and complete copy of
each of the Contracts (including all amendments thereto).






	 	7.1.16.	 	Personal Property. Seller has good title to all the Personal
Property and the execution and delivery to Buyer, at Closing, of the Assignment
and Assumption Agreement shall vest good title to all of the Personal Property
in Buyer, free and clear of liens, encumbrances and adverse claims.






	 	7.1.17.	 	Operating Statements. To Seller’s knowledge, the operating
statements for the Property furnished to Buyer in connection with or pursuant
to this Agreement (a) are the only operating statements for the Property for
the operating period to which they relate that have been prepared by or for
Seller (b) accurately reflect the financial condition of the Real Property as
of the date thereof and (c) do not fail to state any material liability,
contingent or otherwise, or any other facts the omission of which would be
misleading.






	 	7.1.18.	 	Rights. Seller has not, except by operation of law, sold,
transferred, conveyed, or entered into any agreement regarding “air rights,”
“excess floor area ratio,” or other rights or restrictions relating to the Real
Property except as otherwise expressly set forth in the Title Policy for the
Real Property, or the Due Diligence Items.






	 	7.1.19.	 	Due Diligence Items. To Seller’s knowledge, the Due Diligence Items
provided to Buyer constitute all of the material documents in Seller’s
possession or control that are related to the Property, and to Seller’s
knowledge, no Due Diligence Items prepared by Seller contain any material
inaccuracies.






	 	7.2.	 	Survival.






The representations, warranties and agreements of Seller set forth in subsections of
Section 7.1 above shall be true as of the date hereof and as of the date and
time of Closing in all material respects, and shall survive the Closing and delivery
of moneys in connection therewith for a period of six (6) months; it being
understood that in the event Buyer notifies Seller within said six month period of a
dispute with respect to a particular representation, warranty or agreement, said
matter shall thereafter survive for the pendency of the dispute. At Closing, Seller
shall, in writing, reaffirm the truth and correctness as of the Closing Date of each
of said representations, warranties and agreements, provided that such reaffirmation
shall provide that it, and Seller’s liability thereunder, survive only as provided
in the prior sentence. Notwithstanding anything in Section 7 to the
contrary, if between the Effective Date and the Closing there is a change in
circumstances, or if Seller learns of information such that any of Seller’s
representations and warranties in Section 7 are no longer accurate, Seller
shall provide Buyer with written notice thereof. If such disclosure is material, in
Buyer’s good faith business judgment, Buyer shall then have ten (10) days after
receipt of such notice in which to elect, as its sole remedy, to terminate this
Agreement or to accept such changed representation, warranty or circumstance, and at
Closing, Seller’s reaffirmation of its representations, warranties and agreements in
Section 7 shall be modified accordingly. Similarly, if Buyer learns of
information such that any of Seller’s representations and warranties in Section
7 are no longer accurate and Buyer closes nonetheless, Buyer shall be deemed to
have accepted such change of circumstance or failure of representation or warranty
at Closing and Seller shall be released from all liability therefore.




	 	7.3.	 	Covenants of Seller.






Seller hereby covenants from and after the Effective Date until the earlier to occur
of either the termination of this Agreement or the Close of Escrow, as follows:




	 	7.3.1.	 	To cause to be in force fire and extended coverage insurance upon the Real
Property, and public liability insurance with respect to damage or injury to
persons or property occurring on the Real Property in at least such amounts,
and with the same deductibles, as are maintained by Seller on the date hereof.






	 	7.3.2.	 	To maintain any building constituting an improvement on the Real Property in
the same physical condition as it was at the date of Buyer’s inspection,
reasonable wear and tear excepted, and to perform all normal maintenance from
and after the Effective Date in the same fashion as prior to the Effective
Date.






	 	7.3.3.	 	To not enter into any new lease with respect to the Real Property, without
Buyer’s prior written consent. Exercise of a mandatory renewal option shall not
be considered a new lease. To the extent specifically disclosed to and
approved by Buyer in connection with any request for approval, any brokerage
commission and the cost of Tenant improvements or other allowances payable with
respect to a new Lease shall be prorated between Buyer and Seller in accordance
with their respective periods of ownership as it bears to the primary term of
the new Lease. Further, Seller will not modify or cancel any existing Lease
covering space in the Real Property without first obtaining the written consent
of Buyer. Buyer shall have five (5) business days following receipt of a
request for any consent pursuant to this Section in which to approve or
disapprove of any new Lease or any modification or cancellation of any existing
Lease. Failure to respond in writing within said time period shall be deemed
to be disapproval. Seller’s execution of a new lease or modification or
cancellation of an existing Lease following Buyer’s reasonable refusal to
consent thereto shall constitute a default hereunder. Before the expiration of
the Due Diligence Period, Buyer may not unreasonably withhold its consent under
this Section 7.3.3; after the expiration of the Due Diligence Period,
Buyer shall have sole discretion in all such matters.






	 	7.3.4.	 	To not sell, assign, or convey any right, title, or interest whatsoever in or
to the Real Property, or create or permit to attach any lien, security
interest, easement, encumbrance, charge, or condition affecting the Real
Property (other than the Permitted Exceptions).






	 	7.3.5.	 	To not, without Buyer’s written approval, (a) amend or waive any right under
any Contract, or (b) enter into any service, operating or maintenance agreement
affecting the Real Property that would survive the Close of Escrow;
provided, however, this Section 7.3.5 shall not apply
to or affect Seller’s right to terminate that certain Exclusive Leasing
Agreement by and between Landlord and Cauley Properties, LLC dated April 22,
2004.






	 	7.3.6.	 	To fully and timely comply with all obligations to be performed by it under
the Leases and Contracts, and all Permits, licenses, approvals and laws,
regulations and orders applicable to the Real Property.






	 	7.3.7.	 	To provide Buyer with monthly rent rolls containing the same information in
its Rent Roll delivered pursuant to Section 4.1.3.






	 	7.3.8.	 	To provide Buyer with copies of (a) any default letters sent to or received
from Tenants and, (b) any copies of correspondence received from a Tenant that
it is discontinuing operations at the Property or seeking to re-negotiate its
lease and (c) notices of bankruptcy filings received with respect to any
Tenant.






	 	7.3.9.	 	After the expiration of the Due Diligence Period, to use diligent efforts to
obtain subordination, attornment and non-disturbance agreements and estoppel
certificates from all tenants pursuant to Section 9.1.16.






	 	7.3.10.	 	To operate the Real Property from and after the date hereof in substantially
the same manner as prior thereto.






	 	7.3.11.	 	To the extent in Seller’s possession or control, use Seller’s best efforts
to obtain and deliver to Buyer copies of Tenant insurance certificates, if any,
require to be maintained under the Leases, prior to the Close of Escrow.






	 	7.3.12.	 	After the Due Diligence Period, to terminate the Terminated Contracts.





8. Buyer Representations and Warranties.




Buyer hereby represents and warrants to Seller as of the date hereof and as of the Close of
Escrow by appropriate certificate to Seller as follows:




	 	8.1.1.	 	Organization and Authorization. Buyer is a limited liability company
duly organized and validly existing under the laws of the Commonwealth of
Virginia. Buyer has full power and authority to enter into this Agreement, to
perform this Agreement and to consummate the transactions contemplated hereby.
This Agreement is a legal, valid and binding obligation of Buyer, enforceable
against Buyer in accordance with its terms, subject to the effect of applicable
bankruptcy, insolvency, reorganization, arrangement, moratorium or other
similar laws affecting the rights of creditors generally.






	 	8.1.2.	 	No Conflicting Agreements. The execution, delivery and performance
of this Agreement and all documents contemplated hereby by Buyer have been duly
and validly authorized by all necessary action on the part of Buyer and all
required consents and approvals have been duly obtained and will not result in
a breach of any of the terms or provisions of, or constitute a default under,
any indenture, agreement or instrument to which Buyer is a party or otherwise
bound.





9. Conditions Precedent to Close of Escrow.




	 	9.1.	 	Conditions Precedent for the Benefit of Buyer.






The obligations of Buyer to purchase the Property pursuant to this Agreement shall,
at the option of Buyer, be subject to the following conditions precedent:




	 	9.1.1.	 	All of the representations, warranties and agreements of Seller set forth in
this Agreement shall be true and correct in all material respects as of the
date hereof and as of the Close of Escrow, and Seller shall not have on or
prior to the Close of Escrow, failed to meet, comply with or perform in any
material respect any covenants or agreements on Seller’s part as required by
the terms of this Agreement.






	 	9.1.2.	 	There shall be no adverse change, as determined by Buyer in Buyer’s good
faith business judgment, in the matters reflected in the Title Documents, and
there shall not exist any encumbrance or title defect affecting the Real
Property not described in the Title Documents except for the Permitted
Exceptions or matters to be satisfied at the Close of Escrow.






	 	9.1.3.	 	On the Closing Date, the Title Insurance Company shall be unconditionally
obligated and prepared, subject to the payment of the applicable title
insurance premium and other related charges, to issue to Buyer the Title
Policy.






	 	9.1.4.	 	Unless Seller receives notice from Buyer at least thirty (30) days prior to
the Close of Escrow, effective as of the Close of Escrow, any management
agreement affecting the Real Property, other than the Management Agreement
referred to in Section 6.3.5, shall be terminated by Seller and any and
all termination fees incurred as a result thereof shall be the sole obligation
of Seller.






	 	9.1.5.	 	No Major Tenant shall be in default under its Lease nor shall any Major
Tenant have given notice that it is discontinuing operations at the Real
Property nor shall a Major Tenant filed bankruptcy or sought any similar debtor
protective measure or be the subject of an involuntary bankruptcy.






	 	9.1.6.	 	Seller shall obtain and deliver to Buyer, no later than five (5) days prior
to the Close of Escrow, (a) an estoppel certificate from each Tenant
(“Tenant Estoppel”) occupying a combined total of 5,000 square feet or
more (each, a “Major Tenant”), (b) a Tenant Estoppel from other Tenants
sufficient so that the Seller has delivered Tenant Estoppels from Tenants
representing, in the aggregate, at least eighty percent (80%) of the occupied
square footage of the Improvements, (c) if there are material, as determined by
Buyer in Buyer’s good faith business judgment, Covenants, Conditions and
Restrictions (“CC&Rs”) applicable to the Property, Seller shall deliver
to Buyer an estoppel from any such association (“Association
Estoppel”), and (d) a subordination, nondisturbance and attornment
agreement from all Major Tenant’s and all tenants whose Lease, or memorandum
thereof, is recorded and identified as an exception on the Commitment or Title
Policy (“SNDA”), provided that Seller shall use commercially reasonable
efforts to obtain an SNDA from all Tenants. In all cases, the Tenant Estoppels
and Association Estoppels (collectively, the “Estoppels”) and SNDAs
shall be dated no earlier than thirty (30) days prior to the Close of Escrow,
and shall be in commercially reasonable forms provided by Buyer to the Seller
prior to the expiration of the Due Diligence Period; provided,
however, that (i) if Buyer’s form of Tenant Estoppel or Association
Estoppel, as applicable, requests information in addition to or different than
that required to be given pursuant to a particular Tenant’s Lease or
association document, as applicable, then Seller’s obligation to deliver the
same to Buyer will be satisfied for any such Tenant or association if such
Tenant or association executes an estoppel certificate in the form required
pursuant to such Tenant’s Lease or association document, as applicable, and
(ii) to the extent that any association is not required to deliver an
Association Estoppel and Buyer requests that Seller obtain the same, then
Seller shall only be obligated to use commercially reasonable efforts to obtain
the Association Estoppel from any such association and Seller’s inability to
obtain such Association Estoppel shall not be a default or the cause of a
failure of any condition hereunder, and (iii) to the extent that any Tenant is
not required to deliver an SNDA pursuant to the terms of their Lease, then
Seller shall only be obligated to use commercially reasonable efforts to obtain
an SNDA from any such Tenant and Seller’s inability to obtain such SNDA shall
not be a default or the cause of a failure of any condition hereunder. If (A)
the Tenant Estoppels contain any material discrepancy (as determined by Buyer
in Buyer’s good faith business judgment) from the Leases, (B) the Estoppels
disclose an alleged material breach (as determined by Buyer in Buyer’s good
faith business judgment) by Seller, as landlord, under the Lease or by Seller,
as a member of any association, as applicable, or (C) the Estoppels disclose an
unsatisfactory material condition (as determined by Buyer in Buyer’s good faith
business judgment) not discovered by Buyer during the Inspection Period, then
Buyer may disapprove the appropriate Estoppel and terminate this Agreement
without default by either party, by giving written notice of its disapproval
within three (3) business days after receipt of all of the Estoppels. If Buyer
does not give written notice of its disapproval of the Estoppels within such
three (3) day period, then Buyer shall be deemed to have approved the
Estoppels. If Buyer disapproves of the Estoppels, and Seller is unable to
deliver, in Buyer’s good faith business judgment, reasonably acceptable
versions thereof prior to the Closing, then Buyer shall have the right to
terminate this Agreement and to obtain a refund of the Deposit without any
further action required by any party.






	 	9.1.7.	 	If any Tenant security deposit is in a form other than cash, the instrument
constituting the security deposit must be reissued in Buyer’s name as of the
Close of Escrow or else a cash escrow equal to the amount of the security
deposit will be established at the Close of Escrow until the instrument is
reissued in Buyer’s name. Prior to such time of reissue, Buyer shall be
entitled to draw from such cash escrow in the event the terms of the relevant
lease entitle the Buyer, as landlord, to draw on the non-cash deposit. The
provisions of this section shall survive the Close of Escrow.






	 	9.1.8.	 	There shall be no change in the zoning classification or material change in
the zoning ordinances or regulations affecting the Property from that existing
as of the conclusion of the Due Diligence Period.






	 	9.1.9.	 	Except as disclosed in the Due Diligence Items, on the Close of Escrow, no
action or proceeding shall have been instituted or be threatened before any
court or governmental authority (A) that relates to the Property and affects
the Property after the Close of Escrow or (B) that seeks to restrain or
prohibit, or to obtain substantial damages in respect of, or which is related
to or arises out of, this Agreement or the consummation of the transactions
contemplated herein, unless Seller has demonstrated, to Buyer’s reasonable
satisfaction, that any costs and liabilities to be incurred in connection with
such matters are fully covered by Seller’s insurance.






	 	9.1.10.	 	As of the Close of Escrow, Seller shall not have commenced (within the
meaning of any Bankruptcy Law) a voluntary case, nor shall there have been
commenced against Seller an involuntary case, nor shall Seller have consented
to the appointment of a Custodian of it or for all or any substantial part of
its property, nor shall a court of competent jurisdiction have entered an order
or decree under any Bankruptcy Law that is for relief against Seller in an
involuntary case or appoints a Custodian of Seller for all or any substantial
part of its property. The term “Bankruptcy Law” means Title 11, U.S. Code, or
any similar state law for the relief of debtors. The term “Custodian” means
any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.






	 	9.2.	 	Conditions Precedent for the Benefit of Seller.






	 	9.2.1.	 	The obligations of Seller to sell the Property pursuant to this Agreement
shall, at the option of Seller, be subject to the following condition
precedent: Buyer shall have deposited or have caused to be deposited with the
Escrow Holder all documents and funds required of Buyer to be deposited into
Escrow hereunder.






	 	9.2.2.	 	All of the representations, warranties and agreements of Seller set forth in
this Agreement shall be true and correct in all material respects as of the
date hereof and as of the Close of Escrow, and Seller shall not have on or
prior to the Close of Escrow, failed to meet, comply with or perform in any
material respect any covenants or agreements on Seller’s part as required by
the terms of this Agreement.






	 	9.3.	 	Effect of Failure.






The parties acknowledge that the conditions precedent set forth in subsections 9.1
above are for the benefit of Buyer and that the conditions precedent set forth in
subsection 9.2 above are for the benefit of Seller. Unless otherwise specifically
set forth herein, the date by which the conditions precedent must be satisfied shall
be the Closing Date. If any of the conditions precedent set forth in subsections 9.1
or 9.2 above are not satisfied on or before the date by which they are required to
be satisfied, the party for whose benefit the condition precedent exists shall have
the right to terminate this Agreement by written notice of termination given to the
other party within five (5) days after the date by which the condition must be
satisfied. If such notice of termination is given, Title Company and Escrow Holder
shall return all documents and funds previously deposited into escrow to the party
so depositing same; provided however, if the events described in subsection 9.2(a)
are not satisfied, unless such failure was as a result of a default by Seller, the
Deposit shall be transferred to Seller and neither party shall have any further
liability to the other hereunder. Notwithstanding the foregoing, a party for whose
benefit the condition precedent exists shall have the right to waive satisfaction
thereof, in which event this Agreement shall proceed to Close of Escrow as otherwise
provided herein. Unless notice of failure to satisfy conditions precedent is given
as above provided, all conditions precedent shall be deemed satisfied, except for
Buyer’s requirement to place in Escrow the Deposit and the balance of the Purchase
Price subject to the closing adjustments contemplated.



10. Damage or Destruction Prior to Close of Escrow.




In the event that the Real Property should be damaged by any casualty prior to Close of
Escrow, then Seller shall promptly provide Buyer with written notice of such casualty. If
the cost of repairing such damage, as estimated by an architect or contractor retained
pursuant to the mutual agreement of the parties (the “Cost of Repairs”), is (a) less
than One Hundred Thousand Dollars ($100,000), the Close of Escrow shall proceed as scheduled
and any insurance proceeds, plus the cash amount of any associated deductible, shall be paid
over to Buyer; or (b) greater than One Hundred Thousand Dollars ($100,000), then Buyer may
in its discretion either (i) elect to terminate this Agreement, in which case the Deposit
shall be returned to Buyer without any further action required from either party and neither
party shall have any further obligation to the other or (ii) proceed to Close of Escrow in
which event any insurance proceeds, plus the cash amount of any associated deductible, shall
be paid over to Buyer. In the event that the casualty is uninsured, the Buyer may terminate
this Agreement unless the Buyer receives a credit against the Purchase Price equal to the
Cost of Repairs. The foregoing notwithstanding, in the event any casualty results in the
cancellation of, or rental abatement under, any Lease, Buyer shall have the option to
terminate this Agreement without regard to the cost of repairs. Any notice required to
terminate this Agreement pursuant to this Section shall be delivered no later than fifteen
(15) days following Buyer’s receipt of Seller’s notice of such casualty.



11. Eminent Domain.




If, before the Close of Escrow, proceedings are commenced for the taking by exercise of the
power of eminent domain of all or a material part of the Real Property which, as reasonably
determined by Buyer, would render the Real Property unacceptable to Buyer or unsuitable for
Buyer’s intended use, Buyer shall have the right, by giving written notice to Seller within
fifteen (15) days after Seller gives notice of the commencement of such proceedings to
Buyer, to terminate this Agreement, in which event this Agreement shall automatically
terminate, the Deposit shall be returned to Buyer without any further action required from
either party and neither party shall have any continuing obligations hereunder. If, before
the Close of Escrow, proceedings are commenced for the taking by exercise of the power of
eminent domain of less than a material part of the Real Property, or if Buyer has the right
to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise
such right, then this Agreement shall remain in full force and effect and, on the Close of
Escrow, the condemnation award (or, if not theretofore received, the right to receive such
portion of the award) payable on account of the taking shall be assigned, or paid to, Buyer.
Seller shall give written notice to Buyer within three (3) business days after Seller’s
receiving notice of the commencement of any proceedings for the taking by exercise of the
power of eminent domain of all or any part of the Real Property. The foregoing
notwithstanding, before the Close of Escrow, in the event the taking results in the
cancellation of, or rent abatement under, any Lease, Buyer shall have the option to
terminate this Agreement.



12. Notices.




All notices, demands, or other communications of any type given by any party hereunder,
whether required by this Agreement or in any way related to the transaction contracted for
herein, shall be void and of no effect unless given in accordance with the provisions of
this Section. All notices shall be in writing and delivered to the person to whom the
notice is directed, either (a) in person, (b) by United States Mail, as a registered or
certified item, return receipt requested, (c) by facsimile transmission (with confirmation
by a nationally recognized overnight delivery service), or (d) by a nationally recognized
overnight delivery service. Notices transmitted to the then designated facsimile number of
the party intended shall be deemed received upon electronic verification of receipt by the
sending machine, notices sent by a nationally recognized overnight delivery service shall be
deemed received on the next business day and notices delivered by certified or registered
mail shall be deemed delivered three (3) days following posting. Notices shall be given to
the following addresses:



	 	 	 	 	 
	 
	 	NorthMeadow Parkway, LLC
	 
	 	Attn Crossgate Partners, LLC, its Manager:
	 
	 	3550 Corporate Way, Suite C
	 
	 	Duluth, Georgia 30096
	 
	 	Telephone:  (770) 622-1836
	Seller:
	 	FAX: (770) 622-4997
	 
	 	 	 	 
	 
	 	Morris, Manning & Martin, LLP
	 
	 	Attention:  Sean Reynolds
	 
	 	3343 Peachtree Road, NE, Suite 1600
	 
	 	Atlanta, Georgia 30326
	 
	 	Telephone:  (404) 233-7000
	With Required Copy to:
	 	FAX: (404) 365-9532
	 
	 	 	 	 
	 
	 	Triple Net Properties, L.L.C.
	 
	 	1551 N. Tustin Avenue, Suite 200
	 
	 	Santa Ana, CA  92705
	 
	 	Attn: Danny Prosky, Vice President – Acquisitions and
	 
	 	Mathieu Streiff, Esq.
	 
	 	 	(714)  667-8252	 
	Buyer:
	 	(714)  667-6816  Fax
	 
	 	 	 	 
	 
	 	Cox, Castle & Nicholson LLP
	 
	 	2049 Century Park East, Suite 2800
	 
	 	Los Angeles, CA 90067
	 
	 	Attn:  David P. Lari, Esq.
	 
	 	 	(310) 284-2240	 
	With Required Copy to:
	 	(310) 277-7889  Fax
	 
	 	 	 	 






13. Remedies.




	 	13.1.	 	Defaults by Seller. If, prior to the Closing, there is any default by
Seller under this Agreement which remains uncured after five (5) days written notice
from Buyer to Seller identifying such default, then Buyer’s sole and exclusive remedy
under this Agreement shall be to either (i) terminate this Agreement whereupon Buyer
will receive an immediate refund of the Deposit from Escrow Holder and shall have the
right to recover from Seller all actual out-of-pocket costs and expenses incurred in
connection with this transaction not to exceed Fifty Thousand and No/100 Dollars
($50,000.00) (including attorneys’ fees and loan commitment fees), or (ii) treat this
Agreement as being in full force and effect and bring an action against Seller for
specific performance of Seller’s obligations under this Agreement; provided,
however, that Buyer shall be deemed to have elected to terminate this Agreement
pursuant to Section 13.1(i) above if Buyer fails to file suit for specific
performance against Seller in a court having jurisdiction in the county and state in
which the Property is located on or before sixty (60) days following the date upon
which the Close of Escrow was scheduled to have occurred under this Agreement. The
foregoing notwithstanding, no right to cure shall extend the Close of Escrow.






If the Closing occurs and Buyer discovers that any of the representations,
warranties or covenants made by Seller were inaccurate as of the Closing Date, then
Seller shall reimburse Buyer for all actual damages, including all actual
out-of-pocket costs and expenses, incurred in connection therewith, subject in all
respects to the following limitations: (i) Buyer must notify Seller in writing
within six (6) months from the Closing Date of any such damage, expense, and
inaccuracy, (ii) Seller shall in no event be responsible for any consequential or
punitive damages resulting from such damage, expense or inaccuracy, and (iii) the
aggregate liability of Seller for such damage, expense or inaccuracy shall not
exceed five percent (5%) of the Purchase Price (except in the case of Seller’s fraud
or intentional misconduct). Buyer shall have no right to recover from, or proceed
against, Seller in any manner whether based upon breach of contract, tort or
otherwise upon the expiration of such six (6) month period except to the extent
Buyer has so notified Seller in accordance with the terms of this Section within
such six (6) month period.




	 	13.2.	 	Defaults by Buyer. If there is any default by Buyer under this
Agreement, following notice to Buyer and five (5) days, during which period Buyer may
cure the default, Seller shall be entitled, as its sole remedy hereunder, to terminate
this Agreement and to receive and retain the Deposit as full liquidated damages for
such default of Buyer, the parties hereto acknowledging that it is impossible to
estimate more precisely the damages which might be suffered by Seller upon Buyer’s
default, and that said Deposit is a reasonable estimate of Seller’s probable loss in
the event of default by Buyer. Seller’s retention of said Deposit is intended not as a
penalty, but as full liquidated damages pursuant to O.C.G.A. § 13-6-7. The right to
retain the Deposit as full liquidated damages is Seller’s sole and exclusive remedy in
the event of default hereunder by Buyer, and Seller hereby waives and releases any
right to (and hereby covenants that it shall not) sue Buyer: (a) for specific
performance of this Agreement, or (b) to recover actual damages in excess of the
Deposit. The foregoing liquidated damages provision shall not apply to or limit
Buyer’s liability for Buyer’s indemnification obligations provided in Section
5.1 and Buyer’s obligations in Section 5.2.2. Subject to Buyer’s right to
receive a refund of the Deposit deposited with Escrow Holder in accordance with the
terms hereof, Buyer hereby waives and releases any right to (and hereby covenants that
it shall not) sue Seller or seek or claim a refund of said Deposit (or any part
thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual
damages or that its retention by Seller constitutes a penalty and not agreed upon as
reasonable liquidated damages.






In the event this Agreement is terminated due to the default of Buyer hereunder,
Buyer shall, in addition, deliver to Seller, at no cost to Seller, the Due Diligence
Items.



14. Assignment.




Buyer may not assign this Contract except (a) to a Permitted Assignee (as defined below), or
(b) to a Registered Company (as defined below), provided that Buyer and the Permitted
Assignee or Registered Company, as applicable, execute an assignment and assumption
agreement pursuant to which the Permitted Assignee or Registered Company, as applicable,
expressly assumes all of Buyer’s obligations under this Contract. A “Permitted
Assignee” shall mean any entity directly or indirectly owned or controlled by Buyer or
under common control with Buyer or Buyer’s principals. A “Registered Company” shall
mean a publicly registered company promoted by Buyer. No assignment shall release the
obligations of the Buyer named herein for any obligation under this Contract prior to the
date of assignment, including but not limited to any such obligation which survives the
Closing. Additionally, Buyer shall have the right, without assigning this Contract, to
cause Seller to grant title to the Real Property to up to thirty-five (35) tenants-in-common
(the “Nominees”) in lieu of granting title to the Real Property to Buyer, provided
that (i) Buyer notifies Seller, in writing, at least five (5) business days prior to the
Closing Date that Buyer wishes to cause Seller to grant title to the Real Property to the
Nominees, along with the names of the Nominees and any other information reasonably required
by Seller to prepare and complete the Deed and any other closing documents to reflect the
vesting of title to the Real Property in the Nominees, (ii) there is no additional cost,
liability or expense incurred by Seller in connection therewith, (iii) the Closing Date is
not delayed in connection therewith, and (iv) Buyer agrees to and hereby does indemnify and
hold Seller harmless from and against any and all liability, damage, and cost, including
reasonably attorneys’ fees, incurred by Seller by virtue of Seller’s granting of title to
the Real Property to the Nominees. Seller acknowledges that it has been advised that if the
Buyer assigns this Contract to a Registered Company, the assignee is required to make
certain filings with the Securities and Exchange Commission (the “SEC Filings”) that
relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the
current fiscal year through the date of acquisition (the “Stub Period”) for the
Property. To assist the assignee in preparing the SEC Filings, the Seller agrees to provide
the assignee with access to all of the following at Seller’s offices; provided, however, if
Seller has not prepared any of such items in the normal course of Seller’s business, then
Seller shall create such items provided Buyer reimburses Seller for Seller’s reasonable out
of pocket costs incurred in connection with creating the same: (i) access to bank statements
for the Audited Year and stub period; (ii) rent roll as of the end of the Audited Year and
stub period; (iii) operating statements for the Audited Year and stub period; (iv) access to
the general ledger for the Audited Year and stub period; (v) cash receipts schedule for each
month in the Audited Year and stub period; (vi) access to invoices for expenses and capital
improvements in the Audited Year and stub period; (vii) accounts payable ledger and accrued
expense reconciliations in the Audited Year and stub period; (viii) check register for the
three (3) months following the Audited Year and stub period; (ix) the Leases and five (5)
year lease schedules, to the extent applicable; (x) copies of all insurance documentation
for the Audited Year and stub period; (xi) copies of accounts receivable aging as of the end
of the Audited Year and stub period along with an explanation for all accounts over thirty
(30) days past due as of the end of the Audited Year and stub period; and (xii) a signed
audit letter in the form attached hereto as Exhibit G. The provisions of the
foregoing two (2) sentences shall survive the Closing.



15. 1031 Exchange.




Seller and Buyer hereby agree to cooperate with each other to the extent reasonably
necessary to enable each of them to structure and qualify for a full or partial tax deferred
exchange pursuant to Section 1031 of the Internal Revenue Code, as amended, in connection
with Seller’s sale and Buyer’s purchase of the Property; provided that (i) the accommodating
party shall not be required to incur any additional expense or liability in connection with
any such tax deferred exchange of the other party including without limitation transfer
taxes or other Closing costs; (ii) the accommodating party shall not be required to take
title to any other property or enter into any contract to acquire any other property; and
(iii) the exchanging party shall not be released from any of its obligations or liabilities
under this Agreement as a result of any such exchange.



16. Interpretation and Applicable Law.




This Agreement shall be construed and interpreted in accordance with the laws of the State
where the Real Property is located. Where required for proper interpretation, words in the
singular shall include the plural; the masculine gender shall include the neuter and the
feminine, and vice versa. The terms “successors and assigns” shall include the heirs,
administrators, executors, successors, and assigns, as applicable, of any party hereto.



17. Amendment.




This Agreement may not be modified or amended, except by an agreement in writing signed by
the parties. The parties may waive any of the conditions contained herein or any of the
obligations of the other party hereunder, but any such waiver shall be effective only if in
writing and signed by the party waiving such conditions and obligations.



18. Attorneys’ Fees.




In the event it becomes necessary for either party to file a suit to enforce this Agreement
or any provisions contained herein, the prevailing party shall be entitled to recover, in
addition to all other remedies or damages, reasonable attorneys’ fees and costs of court
incurred in such suit.



19. Entire Agreement; Survival.




This Agreement (and the items to be furnished in accordance herewith) constitutes the entire
agreement between the parties pertaining to the subject matter hereof and supersedes all
prior and contemporaneous agreements and understandings of the parties in connection
therewith. No representation, warranty, covenant, agreement, or condition not expressed in
this Agreement shall be binding upon the parties hereto nor shall affect or be effective to
interpret, change, or restrict the provisions of this Agreement. The obligations of the
parties hereunder and all other provisions of this Agreement shall survive the Close of
Escrow or earlier termination of this Agreement, except as expressly limited herein.




EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH HEREIN OR IN THE
CLOSING DOCUMENTS EXECUTED IN CONJUNCTION WITH THIS AGREEMENT, BUYER WARRANTS AND
ACKNOWLEDGES TO AND AGREES WITH SELLER THAT BUYER IS PURCHASING THE PROPERTY IN ITS “AS-IS,
WHERE IS” CONDITION “WITH ALL FAULTS” AS OF THE CLOSING DATE AND SPECIFICALLY AND EXPRESSLY
WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR IMPLIED, AS TO ITS
CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, OR ANY OTHER WARRANTY OF ANY
KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF SELLER. EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH HEREIN OR IN THE CLOSING
DOCUMENTS EXECUTED IN CONJUNCTION WITH THIS AGREEMENT, SELLER SPECIFICALLY DISCLAIMS ANY
WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED,
CONCERNING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, THE WATER, STRUCTURAL INTEGRITY, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED
FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES
WHICH BUYER MAY CONDUCT THEREON, INCLUDING THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE
PROPERTY; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES,
ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (E) THE
HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OF THE PROPERTY; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY,
INCORPORATED INTO THE PROPERTY; (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR
OF THE PROPERTY; (H) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, UNDER, OR ADJACENT
TO THE PROPERTY OR ANY OTHER ENVIRONMENTAL MATTER OR CONDITION OF THE PROPERTY; (i) THE
ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION, DATA, MATERIALS OR CONCLUSIONS CONTAINED
IN ANY OF THE INFORMATION PROVIDED TO BUYER; OR (J) ANY OTHER MATTER WITH RESPECT TO THE
PROPERTY. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
OF SELLER CONTAINED IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS EXECUTED IN CONJUNCTION
WITH THIS AGREEMENT, ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT TO THE
PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT
INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE
ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER
BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE
PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE,
SERVANT OR OTHER PERSON EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN
THIS AGREEMENT OR IN THE CLOSING DOCUMENTS EXECUTED IN CONJUNCTION WITH THIS AGREEMENT.
BUYER FURTHER ACKNOWLEDGES AND AGREES THAT BUYER IS A SOPHISTICATED AND EXPERIENCED BUYER OF
PROPERTIES SUCH AS THE PROPERTY AND HAS BEEN DULY REPRESENTED BY COUNSEL IF SO DESIRED IN
CONNECTION WITH THE NEGOTIATION OF THIS AGREEMENT, AND THAT THE DUE DILIGENCE PERIOD WILL
HAVE AFFORDED BUYER THE OPPORTUNITY TO MAKE SUCH INSPECTIONS (OR HAVE SUCH INSPECTIONS MADE
BY CONSULTANTS) AS THEY OR IT DESIRES OF THE PROPERTY AND ALL FACTORS RELEVANT TO ITS USE,
INCLUDING, WITHOUT LIMITATION, THE INTERIOR, EXTERIOR, AND STRUCTURE OF THE BUILDING, AND
THE CONDITION OF SOILS AND SUBSURFACES. EXCEPT AS MAY OTHERWISE BE SPECIFICALLY PROVIDED IN
THIS AGREEMENT AND IN THE CLOSING DOCUMENTS EXECUTED IN CONJUNCTION WITH THIS AGREEMENT,
SELLER HAS MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE ANY OF THE PROPERTY.



20. Counterparts.




This Agreement may be executed in any number of counterparts, all of which when taken
together shall constitute the entire agreement of the parties.



21. Time is of the Essence; Calculation of Time Periods.




Time is of the essence in this Agreement as to each provision in which time is an element of
performance. Unless otherwise specified, (a) in computing any period of time described
herein, the day of the act or event after which the designated period of time begins to run
is not to be included and the last day of the period so computed is to be included, except
that if such last day falls upon a Saturday, Sunday, or legal holiday under the Federal law
or laws of the States of Georgia or California, then such period shall run until the end of
the next day that is neither a Saturday, Sunday, or legal holiday under Federal law or the
laws of the States of Georgia and California, and (b) the last day of any period of time
described herein shall be deemed to end at 11:59 p.m. Los Angeles, California time.



22. Real Estate Commission.




Seller and Buyer each represent and warrant to the other that neither Seller nor Buyer has
contacted or entered into any agreement with any real estate broker, agent, finder or any
other party in connection with this transaction, and that neither party has taken any action
which would result in any real estate broker’s, finder’s or other fees or commissions being
due and payable to any party with respect to the transaction contemplated hereby, except
that Seller has contracted with Carter & Associates, LLC as its broker and will pay a
commission of TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($200,000.00) to said broker, but only
if, the Close of Escrow occurs pursuant to this Agreement. Such commission shall be payable
upon the Close of Escrow from the proceeds of the Purchase Price deposited by Buyer. Each
party hereby indemnifies and agrees to hold the other party harmless from any loss,
liability, damage, cost, or expense (including reasonable attorneys’ fees) resulting to the
other party by reason of a breach of the representation and warranty made by such party in
this Section.



23. Severability.




If any provision of this Agreement, or the application thereof to any person, place, or
circumstance, shall be held by a court of competent jurisdiction to be invalid,
unenforceable or void, the remainder of this Agreement and such provisions as applied to
other persons, places and circumstances shall remain in full force and effect.



24. Further Assurances.




Each party will, whenever and as often as it shall be requested to do so by the other party,
execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered any
and all such further conveyances, assignments, approvals, consents and any and all other
documents and do any and all other acts as may be necessary to carry out the intent and
purpose of this Agreement.



25. Exclusivity.




Until the Close of Escrow or the date that this Agreement is terminated, Seller shall not
enter into any contract, or enter into or continue any negotiations, to sell the Property to
any person or entity other than Buyer.




	26.	 	(Intentionally Omitted)






	27.	 	Exhibits. The following exhibits are attached hereto and incorporated herein by this
reference:





	 	 	 
	Exhibit A.

	 	Legal Description of the Land
	 

	 	

	Exhibit B.

	 	Leases
	 

	 	

	Exhibit C.

	 	Security Deposits
	 

	 	

	Exhibit D.

	 	Contracts
	 

	 	

	Exhibit E.

	 	Assignment and Assumption Agreement
	 

	 	

	Exhibit F.

	 	Deed
	 

	 	

	Exhibit G.

	 	Audit Letter
	 

	 	







THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK







1






SIGNATURE PAGE FOR AGREEMENT FOR PURCHASE

AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS




SELLER:


NORTHMEADOW PARKWAY, LLC,


a Georgia limited company



By: CROSSGATE PARTNERS, LLC,




a Georgia limited liability company,


its Manager



By: /s/ Randy Moore




	 	 	Randy Moore, Manager





BUYER:



TRIPLE NET PROPERTIES, LLC,





a Virginia limited liability company



By: /s/ Richard Hutton

Name: Richard Hutton

Title: Executive Vice President







ESCROW HOLDER:



The undersigned Escrow Holder accepts the foregoing Agreement for Purchase and Sale of Real
Property and Escrow Instructions and agrees to act as Escrow Agent under this Agreement in strict
accordance with its terms.



LAND AMERICA TITLE COMPANY



By: /s/ Lois McCauley

Name: Lois McCauley

Title: Escrow Officer





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