0001299933-07-006859 Sample Contracts

ENVIRONMENTAL CERTIFICATION AND INDEMNITY AGREEMENT
Environmental Certification and Indemnity Agreement • November 27th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts • Georgia

THIS ENVIRONMENTAL CERTIFICATION AND INDEMNITY AGREEMENT (“Agreement”) is made and delivered as of November 20, 2007, by NNN HEALTHCARE/OFFICE REIT NORTHMEADOW, LLC, a Georgia limited liability company (“Borrower”), and NNN HEALTHCARE/OFFICE REIT, INC., a Maryland corporation (“Guarantor”), jointly and severally (collectively with Borrower, the “Indemnitor”) for the benefit of and in favor of EQUITRUST LIFE INSURANCE COMPANY, an Iowa corporation (“Lender”).

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SECOND AMENDMENT TO
Sale Agreement and Escrow Instructions • November 27th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts

This Second Amendment to Sale Agreement and Escrow Instructions (“Amendment”) is executed as of November 2, 2007 (“Amendment Date”), by and between 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”), WRM Investments, LLC, an Arizona limited liability company, and SOD Investments, LLC, an Arizona limited liability company (collectively “La Cholla Seller”; and together with Desert Life Seller, the “Seller”) and Triple Net Properties, LLC, a Virginia limited liability company (“Buyer”).

GUARANTY
Northmeadow Medical Center • November 27th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts • Georgia

THIS GUARANTY AGREEMENT (“Guaranty”), made as of November 20, 2007, from NNN HEALTHCARE/OFFICE REIT, INC., a Maryland corporation (collectively, “Guarantor”), with the mailing address of 1551 N. Tustin Avenue, Suite 300, Santa Ana, CA 92705, Attn: Shannon Johnson, to EQUITRUST LIFE INSURANCE COMPANY, an Iowa corporation (“Lender”), with an office at 5400 University Avenue, West Des Moines, Iowa 50266.

THIRD AMENDMENT TO
Sale Agreement and Escrow Instructions • November 27th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts

This Third Amendment to Sale Agreement and Escrow Instructions (this “Amendment”) is executed as of November 19, 2007 (“Amendment Date”), by and between 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”), WRM Investments, LLC, an Arizona limited liability company, and SOD Investments, LLC, an Arizona limited liability company (collectively “La Cholla Seller”; and together with Desert Life Seller, the “Seller”) and Triple Net Properties, LLC, a Virginia limited liability company (“Buyer”).

ASSIGNMENT AND ASSUMPTION OF SALE AGREEMENT AND ESCROW INSTRUCTIONS
Assignment and Assumption of Sale Agreement and Escrow Instructions • November 27th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts

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:

SALE AGREEMENT AND ESCROW INSTRUCTIONS (Desert Life and La Cholla)
Sale Agreement and Escrow Instructions • November 27th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts • Arizona
CHICAGO TITLE INSURANCE COMPANY AMENDMENT TO PURCHASE CONTRACT
Purchase Contract • November 27th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts
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