0001299933-07-005194 Sample Contracts

UNSECURED PROMISSORY NOTE (this “Note”)
Unsecured Promissory Note • August 31st, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts

FOR VALUE RECEIVED, NNN Apartment REIT Holdings, L.P., a Virginia limited partnership (“Borrower”), unconditionally promises to pay NNN Realty Advisors, Inc., a Delaware corporation (“Lender”), in the manner and at the place hereinafter provided, the principal amount of Five Million Four Hundred Thousand Dollars ($5,400,000).

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GUARANTY MULTISTATE (for use in all Property jurisdictions except California) REVISION DATE 05/06/05
NNN Apartment REIT, Inc. • August 31st, 2007 • Real estate investment trusts

This Guaranty (“Guaranty”) is entered into to be effective as of August 28, 2007, by the undersigned person(s) (the “Guarantor” jointly and severally if more than one), for the benefit of FEDERAL HOME LOAN MORTGAGE CORPORATION (the “Lender”).

ASSUMPTION AGREEMENT
Assumption Agreement • August 31st, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts

THIS ASSUMPTION AGREEMENT is made effective as of the 24th day of August, 2007, by and among FS TOWNE CROSSING, L.P., a Texas limited partnership (“Original Borrower”), BOWLER HOLDINGS, L.C., a Utah limited liability company (“Bowler”), FOUNTAIN GREEN, L.C., a Utah limited liability company (“Fountain Green”), APARTMENT REIT TOWNE CROSSING, LP, a Texas limited partnership (“New Borrower”), and the FEDERAL HOME LOAN MORTGAGE CORPORATION (“Noteholder”) and is acknowledged and consented to by WENDELL A. JACOBSON (“Original Guarantor”).

REINSTATEMENT OF AND FIRST AMENDMENT TO AND JOINDER AND RATIFICATION OF PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • August 31st, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts

THIS REINSTATMENT OF AND FIRST AMENDMENT TO AND JOINDER AND RATIFICATION OF PURCHASE AND SALE AGREEMENT (this “First Amendment”) is made as of June 8, 2007, by and between FS TOWNE CROSSING, L.P., a Texas limited partnership (the “FS Seller”), and FOUNTAIN GREEN, L.C., a Utah limited liability company (the “FG Seller”) (the FS Seller and the FG Seller are jointly referred to herein as the “Seller”), and TRIPLE NET PROPERTIES, LLC, a Virginia limited liability company (“Purchaser”).

ASSIGNMENT OF CONTRACT
Assignment of Contract • August 31st, 2007 • NNN Apartment REIT, Inc. • Real estate investment trusts

August, 2007 by Triple Net Properties, LLC, a Virginia limited liability company (“Assignor”) to Apartment REIT Towne Crossing, LP, a Texas limited partnership (“Assignee”).

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