0001299933-07-003658 Sample Contracts

UNSECURED PROMISSORY NOTE (this “Note”)
Unsecured Promissory Note • June 14th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts

FOR VALUE RECEIVED, NNN Healthcare/Office REIT Holdings, L.P., a Delaware 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 Four Million Dollars ($4,000,000).

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INDEMNITY AND GUARANTY AGREEMENT
Indemnity and Guaranty Agreement • June 14th, 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 June , 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.

ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • June 14th, 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 June 8, 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 • June 14th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts

FOR VALUE RECEIVED, the undersigned, NNN HEALTHCARE/OFFICE REIT THUNDERBIRD MEDICAL, 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 Fourteen Million and No/100 Dollars ($14,000,000.00), 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 sixty-seven one-hundredths percent (5.67%) (the “Note Rate”), together with all other amounts due hereunder or un

AGREEMENT FOR PURCHASE AND SALE
Agreement for Purchase and Sale • June 14th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (this “Agreement”) is made and entered into as of this 30th day of April, 2007, between FIRST COLONY INVESTMENTS, L.L.P., a Texas limited liability partnership (“Seller”), TRIPLE NET PROPERTIES, LLC, a Virginia limited liability company (“Buyer”), and LANDAMERICA TITLE COMPANY, with the office located at 1920 Main Street, 12th Floor, Irvine, California 92614, Attn: Gale Hunt, Telephone: (949) 930-9307 (“Escrow Holder”).

this instrument prepared by and when recorded return to: Sonnenschein Nath & Rosenthal LLP
NNN Healthcare/Office REIT, Inc. • June 14th, 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 June 8, 2007, by NNN HEALTHCARE/OFFICE REIT THUNDERBIRD MEDICAL, 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.

ASSIGNMENT OF CONTRACTS
Assignment of Contracts • June 14th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts

THIS ASSIGNMENT OF CONTRACTS (the “Assignment”) is made as of the 8th day of June 2007 by Triple Net Properties, LLC, a Virginia limited liability company (“Assignor”) to NNN Healthcare/Office REIT Triumph, LLC, a Delaware limited liability company (“Assignee”).

DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING
Trust, Security Agreement and Fixture Filing • June 14th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts
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