PURCHASE AND SALE AGREEMENT

Exhibit 10.22

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “ Agreement ”), dated as of January 9, 2009, between SERIES B, LLC, SERIES C, LLC, and SERIES D, LLC , all Arizona limited liability companies (collectively, “ Seller ”) having an address at 2555 East Camelback Road, Suite 400, Phoenix, AZ 85016, and COLE REIT III OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“ Purchaser ”), having an address at 2555 East Camelback Road, Suite 400, Phoenix, AZ 85016.

RECITALS:

NOW, THEREFORE , in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Seller and Purchaser agree as follows:

ARTICLE I
Definitions

The following capitalized terms used in this Agreement shall have the meanings ascribed to them below:

“ Assignment ” shall have the meaning set forth in Section 2.03(b) of this Agreement.

“ Cash Portion ” shall have the meaning set forth in Section 2.02 of this Agreement.

“ Closing ” shall have the meaning set forth in Section 2.03(a) of this Agreement.

“ Closing Date ” shall have the meaning set forth in Section 2.03(a) of this Agreement.

“ KO Burnsville MN ” shall have the meaning set forth in the Recitals of this Agreement.

“ Lease ” shall mean the lease agreement with Lessee relating to the Property.

“ Lessee ” shall mean Kohl’s Illinois, Inc., a Nevada corporation.

“ Material Organizational Documents ” shall mean, collectively, the following documents, as the same may hereafter be amended: (i) Certificate of Formation of KO Burnsville MN, and (ii) limited liability company agreement of KO Burnsville MN, together with any amendments thereto.

“ Person ” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“ Property ” shall mean the right, title and interest of KO Burnsville MN in the property located at 13900 Aldrich Avenue, Burnsville, Minnesota and all improvements situated thereon, together with all right, title and interest of KO Burnsville MN in and to all hereditaments, easements, rights-of-way, drives, alleys, parking areas and appurtenances thereunto belonging, or in any way appertaining to such real property.

“ Purchase Price ” shall have the meaning given such term in Section 2.02 of this Agreement.

“ Purchaser ” shall have the meaning given such term in the Preamble of this Agreement.

“ Purchaser’s Closing Costs ” shall have the meaning given such term in Section 2.04(b) of this Agreement.

“ Purchaser Closing Documents ” shall have the meaning given such term in Section 3.02(b) of this Agreement.

“ Sale Assets ” shall have the meaning given such term in the Recitals of this Agreement.

“ Seller ” shall have the meaning given such term in the Preamble of this Agreement.

“ Seller Closing Documents ” shall have the meaning given such term in Section 3.01(b) of this Agreement.

“ Seller’s Closing Costs ” shall have the meaning given such term in Section 2.04(a) of this Agreement.

“ Seller’s Parties ” shall have the meaning given such term in Section 2.05(b) of this Agreement.

ARTICLE II
Agreement to Sell and Purchase;
Terms of Sale and Purchase

2.01 Agreement to Sell and Purchase . In consideration of the mutual covenants and agreements set forth herein and upon and subject to the terms, provisions and conditions of this Agreement, Seller agrees to sell, assign, transfer and convey to Purchaser, and Purchaser agrees to purchase and acquire from Seller, the Sale Assets, in accordance with and subject to the terms and conditions of this Agreement.

2.02 Purchase Price; Prorations .

(a) The purchase price payable by Purchaser to Seller for the Sale Assets shall be Ten Million Three Hundred Forty Five Thousand and 00/100 Dollars ($10,345,000.00) (the “ Purchase Price ”) payable by wire transfer of immediately available United States federal funds or other method acceptable to Seller to the account or accounts designated by Seller.

(b) Purchaser acknowledges that the Property is leased to the Lessee pursuant to the Lease and that Lessee pays base rent on a monthly basis pursuant thereto. On the Closing Date, Seller and Purchaser shall prorate the base rent paid under the Lease for the month in which the Closing Date occurs, such that there shall be an adjustment in favor of Purchaser in an amount determined by multiplying such base rent for the month in question by a fraction, the numerator of which is the number of days from and after the Closing Date through the last day of the month in which the Closing occurs and the denominator of which is the total number of days in the month in which the Closing occurs. It is the intention of the parties to adjust only the base rent for the month in which the Closing occurs. Notwithstanding the foregoing, in the event an adjustment for real property taxes is sought by Purchaser due to the fact that current tax bills with respect to the Property had not yet been issued as of Closing Date, the Purchaser shall be entitled to seek an adjustment with respect to any closing proration of real property taxes until thirty (30) days after Purchaser’s receipt of tax bills for the period of time during which the Closing Date occurred. There shall be no other prorations or adjustments.

2.03 The Closing.

(a) The consummation of the sale and purchase of the Sale Assets contemplated by this Agreement (the “ Closing ”) shall take place on January 9, 2009 (the “ Closing Date ”).

(b) On the Closing Date, Seller shall sell, assign, transfer and convey to Purchaser all of Seller’s right, title and interest in and to the Sale Assets by delivery to Purchaser of an instrument of assignment in the form annexed hereto as Schedule A (the “ Assignment ”), and Purchaser shall pay to Seller the Purchase Price therefor as contemplated by Section 2.02 hereof.

2.04 Closing Costs .

(a) In connection with the conveyance of the Sale Assets by Seller to Purchaser, Seller shall pay the (“ Seller’s Closing Costs ”) fees and expenses of Seller’s legal counsel.

(b) In connection with the conveyance of the Sale Assets by Seller to Purchaser, Purchaser shall pay the following (“ Purchaser’s Closing Costs ”): (i) the fees and expenses of Purchaser’s legal counsel, (ii) any transfer taxes, if applicable, arising in connection with the transaction contemplated by this Agreement, (iii) the cost of Purchaser’s due diligence investigation, and (iv) all other costs and expenses arising in connection with the transaction contemplated herein, other than the costs that are Seller’s responsibility pursuant to Section 2.04(a) hereof.

(c) The provisions of this Section 2.04 shall survive the Closing.

2.05 Non-Recourse .

(a) With respect to a violation of a representation by Seller contained herein or made pursuant hereto discovered by Purchaser after the Closing, subject to the limitation of survival of a representation set forth in Section 3.01 hereof, Purchaser shall be entitled to commence an action to obtain actual damages against Seller; provided, however, that Seller’s liability hereunder shall in no event exceed an amount equal to the Purchase Price actually received by Seller; provided, further, however, in no event shall Purchaser have the right to collect any consequential or indirect damages from Seller and Purchaser waives any and all such rights.

(b) Anything contained in this Agreement to the contrary notwithstanding, no recourse shall be had for the payment of any sum due under this Agreement, or for any claim based hereon or otherwise in respect hereof against any members, directors, officers, employees, shareholders, policyholders, partners, affiliates, trustees, administrators or agents of Seller or of any of the foregoing or the legal representative, heir, estate, successor or assignee of any of the foregoing or against any other person, partnership, corporation or trust, as principal of Seller, whether disclosed or undisclosed (collectively, “ Seller’s Parties ”). It is understood and agreed by the parties that all of the obligations of Seller under or with respect to this Agreement may not be enforced against Seller’s Parties.

ARTICLE III
Representations and Warranties

3.01 Seller Representations and Warranties . Seller represents and warrants to Purchaser that as of the date hereof:

(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of its jurisdiction of formation.

(b) Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the “ Seller Closing Documents ”), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the interest in the Sale Assets to be sold by it, subject to the satisfaction of the conditions precedent to Seller’s obligations hereinafter provided. The execution, delivery and performance of this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles.

(c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the interest in the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the interest in the Sale Assets to be sold by Seller.

(d) Seller has not entered into any l