0001299933-07-002826 Sample Contracts

INDEMNITY AND GUARANTY AGREEMENT
Indemnity and Guaranty Agreement • May 7th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts

THIS INDEMNITY AND GUARANTY AGREEMENT (as the same may hereafter be amended, consolidated, renewed or replaced, this “Agreement”), made as of May , 2007, by NNN HEALTHCARE/OFFICE REIT, INC., a Maryland corporation (“Indemnitor”), whose address is c/o Triple Net Properties, LLC, 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705, in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “Lender”), whose address is Commercial Real Estate Services, 8739 Research Drive URP - 4, NC 1075, Charlotte, North Carolina 28262.

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ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • May 7th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (as the same may hereafter be amended, consolidated, renewed or replaced, this “Agreement”), made as of May 1, 2007, by NNN HEALTHCARE/OFFICE REIT, INC., a Maryland corporation (“Indemnitor”), whose address is c/o Triple Net Properties, LLC, 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705, in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “Lender”), whose address is Commercial Real Estate Services, 8739 Research Drive URP - 4, NC 1075, Charlotte, North Carolina 28262.

PROMISSORY NOTE
Indemnity Agreement • May 7th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts

FOR VALUE RECEIVED, the undersigned, NNN HEALTHCARE/OFFICE REIT PEACHTREE, LLC, a Delaware limited liability company (“Borrower”), having an address at c/o Triple Net Properties, LLC, 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705, promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “Lender”), at the office of Lender at Commercial Real Estate Services, 8739 Research Drive URP - 4, NC 1075, Charlotte, North Carolina 28262, or at such other place as Lender may designate to Borrower in writing from time to time, the principal sum of Thirteen Million Five Hundred Thirty Thousand ($13,530,000.00), together with interest on so much thereof as is from time to time outstanding and unpaid, from the date of the advance of the principal evidenced hereby, at the rate of five and fifty-two one-hundredths percent (5.52%) (the “Note Rate”), together with all other amounts due hereunder or unde

this instrument prepared by and when recorded return to: Kilpatrick Stockton LLP Hearst Tower, Suite 2500
NNN Healthcare/Office REIT, Inc. • May 7th, 2007 • Real estate investment trusts

THIS ASSIGNMENT OF LEASES AND RENTS (as the same may be hereafter amended, restated or modified, this “Assignment”) made as of May 1, 2007, by NNN HEALTHCARE/OFFICE REIT PEACHTREE, LLC, a Delaware limited liability company (“Borrower”), having an address at c/o Triple Net Properties, LLC, 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705, in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “Lender”), whose address is Commercial Real Estate Services, 8739 Research Drive URP - 4, NC 1075, Charlotte, North Carolina 28262.

DEED TO SECURE DEBT, SECURITY AGREEMENT AND FIXTURE FILING
Debt, Security Agreement and Fixture Filing • May 7th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts
ASSIGNMENT OF CONTRACT
Assignment of Contract • May 7th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts

THIS ASSIGNMENT OF CONTRACT (the “Assignment”) is made as of the 1st day of May, 2007 by Triple Net Properties, LLC, a Virginia limited liability company (“Assignor”) to NNN Healthcare/Office REIT Peachtree, LLC, a Delaware limited liability company (“Assignee”).

AGREEMENT OF SALE AND PURCHASE
Agreement of Sale and Purchase • May 7th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts • Georgia

THIS AGREEMENT OF SALE AND PURCHASE (the “Agreement”) is made and entered into by and between YORKTOWN BUILDING HOLDING COMPANY, LLC, a Georgia limited liability company, a Georgia limited liability company (hereinafter referred to as “Seller”), and TRIPLE NET PROPERTIES, LLC, a Virginia limited liability company(hereinafter referred to as “Purchaser”). Seller and Purchaser are sometimes collectively referred to herein as the “Parties”.

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