EX-10.5






ASSIGNMENT AND ASSUMPTION OF SALE AGREEMENT 

AND ESCROW INSTRUCTIONS




THIS ASSIGNMENT AND ASSUMPTION OF SALE AGREEMENT AND ESCROW INSTRUCTIONS (this
"Assignment”) is entered into as of November 20, 2007, by and between TRIPLE NET
PROPERTIES, LLC, a Virginia limited liability company (“Assignor”), and NNN
HEALTHCARE/OFFICE REIT TUCSON MEDICAL OFFICE, LLC, a Delaware limited liability company
(“Assignee”), with reference to the following Recitals:



R E C I T A L S




A. Assignor, as “Buyer,” and 2001 W. Orange Grove Road, LLC, an Arizona limited liability
company, PVP Investments, LLC, a Delaware limited liability company, WRM Investments, LLC, an
Arizona limited liability company, and EDI Baptist, LLC, an Arizona limited liability company
(collectively, “Desert Life Seller”), and WRM Investments, LLC, an Arizona limited
liability company, and SOD Investments, LLC, an Arizona limited liability company (collectively,
"La Cholla Seller”), collectively, as “Seller,” entered into that certain Sale Agreement
and Escrow Instructions dated October 19, 2007, as amended by (i) that certain Amendment to
Purchase Contract dated October 31, 2007, and (ii) that certain Second Amendment to Sale Agreement
and Escrow Instructions dated November 2, 2007 (collectively, and as may be further amended, the
"Purchase Agreement”) wherein Assignor agreed to purchase the “Real Property” (as
defined in the Purchase Agreement).



B. To facilitate a 1031 tax deferred exchange, La Cholla Seller conveyed all of its right,
title and interest in, to and under the Ground Lease (as defined in the Purchase Agreement) and La
Cholla Seller granted, bargained and sold all of La Cholla Seller’s interest in all improvements
and fixtures located on the Land (as defined in the Purchase Agreement) and owned by La Cholla
Seller to WRM Investments, LLC, an Arizona limited liability company, WRM La Cholla Investments,
LLC, an Arizona limited liability company, and SOD Investments, LLC, an Arizona limited liability
company, as assignee, pursuant to that certain Assignment and Assumption of Ground Lease and Grant,
Bargain and Sale of Improvements dated November      , 2007, recorded in the Official Records of Pima
County, Arizona, on November      , 2007, at Docket      , Page      .



C. Assignor desires to assign and transfer to Assignee, and Assignee desires to assume from
Assignor, all of Assignor’s right, title, claim and interest in, to and under the Purchase
Agreement.



NOW, THEREFORE, in consideration of the foregoing Recitals (which are incorporated herein by
this reference) and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Assignor and Assignee hereby agree as follows:



A G R E E M E N T




1. Assignment; Assumption. Assignor hereby assigns and transfers to Assignee all of
Assignor’s right, title, claim and interest as “Buyer” or otherwise in, to and under the Purchase
Agreement. By executing this Assignment, Assignee hereby accepts such assignment and expressly
agrees to assume and be bound by all of the provisions of the Purchase Agreement from and after the
date hereof.



2. Successors and Assigns. This Assignment shall inure to the benefit of, and be
binding upon, the successors, executors, administrators, legal representatives and assigns of the
parties hereto.



3. Counterparts. This Assignment may be executed in any number of counterparts with
the same effect as if all of the parties had signed the same document. All counterparts shall be
construed together and shall constitute one agreement.



[Signatures on next page]





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



	 	 	 	 	 
	ASSIGNOR:	 	TRIPLE NET PROPERTIES, LLC,
	 	 	a Virginia limited liability company
	
 
	 	By:
	 	/s/ Jeff Hanson

Name: Jeff Hanson

Title: Chief Investment Officer
	ASSIGNEE:	 	NNN HEALTHCARE/OFFICE REIT
	 	 	TUCSON MEDICAL OFFICE, LLC,
	 	 	a Delaware limited liability company
	
 
	 	By:
	 	/s/ Shannon K S Johnson







	 	 	Authorized Signatory






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