PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS

EXHIBIT 10.1

PURCHASE AND SALE AGREEMENT AND
JOINT ESCROW INSTRUCTIONS

By and Between

SP REVERCHON PROPERTIES, LP

(“Seller”)

and

TRIPLE NET PROPERTIES, LLC

1

(“Buyer”)
TABLE OF CONTENTS

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PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS

This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW

INSTRUCTIONS (“Agreement”) is made as of the 21 ^st day of October, 2005, by and between SP REVERCHON PROPERTIES, LP, a Delaware limited partnership (“Seller”) and TRIPLE NET PROPERTIES, LLC, a Virginia limited liability company (“Buyer”).

BACKGROUND

I. Seller is the owner of the following real and personal property:

A. The office building project which consists of:

(1) all that certain real property located at 3500 Maple, Dallas, Texas, more particularly described in Exhibit “A” hereto, together with the land and all rights, interests, benefits, privileges, easements, tenements, hereditaments and appurtenances thereon or in any way appertaining thereto (collectively, the “Land”).

(2) the building (the “Building”) comprising approximately 376,710 rentable square feet, situated on the Land, together with all improvements appurtenant thereto and the Land and the Building being hereinafter collectively referred to as the “Real Property”;

(3) all tenant leases and other occupancy agreements of any portion of the Property (the “Leases”);

(4) all assignable Approved Service Contracts (as hereinafter defined) for the Property;

(5) all fixtures, furniture, appliances, building supplies, equipment, machinery, inventory and other tangible items of personal property owned by Seller and presently affixed to, attached to, placed or situated upon the Property and used in connection with the ownership, operation and occupancy of the Real Property (“Personal Property”). The Personal Property does not include any items of personal property leased to Seller or otherwise owned by third parties; and

(6) all assignable and intangible personal property, if any, now or through the date of Closing, owned by Seller and arising out of or in connection with Seller’s ownership of the Real Property and the Personal Property, including all licenses, permits and certificates of occupancy issued by governmental authorities relating to the use, maintenance, occupancy and/or operation of the Real Property and Personal Property, all plans, specifications and drawings relating to the construction of the Buildings, and all warranties and guarantees with respect to the Real Property and the Personal Property (the “Intangible Property”).

The Land, the Building, the Real Property, the Leases, the assignable Approved Service Contracts, the Personal Property and the Intangible Property may be collectively referred to herein as the “Property”.

TERMS AND CONDITIONS

In consideration of the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree:

1.  Sale and Purchase . Seller hereby agrees to sell, transfer and convey the Property to Buyer, and Buyer hereby agrees to purchase and accept the Property from Seller, for the purchase price and on and subject to the other terms and conditions set forth in this Agreement.

2.  Purchase Price . The purchase price for the Property (the “Purchase Price”) shall be Sixty Seven Million Dollars U.S. ($67,000,000.00) which, subject to the terms and conditions hereinafter set forth, shall be paid to Seller by Buyer as follows:

2.1 Deposit . Within one (1) business day after the execution of this Agreement, Buyer shall deliver to the Escrow Agent cash in the amount of Seven Hundred Fifty Thousand Dollars U.S. (U.S. $750,000.00) (the “Initial Deposit”) by wire transfer. Immediately upon receipt of the Initial Deposit Escrow Agent shall pay over the Initial Deposit to Seller. The Initial Deposit shall be nonrefundable except in the event of a default by Seller hereunder which results in the termination of this Agreement prior to Closing, or in the event of a casualty or condemnation event which results in the termination of this Agreement prior to Closing, in which case the Deposit, without interest, shall be refunded by Seller to Buyer. If this Agreement is not terminated for any reason, then on the business day after the expiration of the Inspection Period (as hereinafter defined), Buyer shall deposit with Escrow Agent additional cash in the amount of Two Hundred Fifty Thousand Dollars U.S. (U.S. $250,000.00) (the “Second Deposit”) by wire transfer. As hereinafter used, the term “Deposit” shall mean the Initial Deposit and the Second Deposit. The Second Deposit with Escrow Agent shall be placed in an interest-bearing account and all interest accrued thereon shall increase and become a part of the Deposit. From and after the expiration of the Inspection Period (as hereinafter defined), the Deposit (including the Second Deposit) shall be nonrefundable except in the event of a default by Seller hereunder or except as otherwise provided herein. On the Closing (as hereinafter defined), the Deposit shall be applied toward the payment of the Purchase Price. Notwithstanding anything to the contrary contained in this Agreement if this Agreement is terminated and Buyer is entitled to the return of the Earnest Money, then the sum of One Hundred and No/100 Dollars ($100.00) (the “Independent Consideration”) shall be paid to Seller from the Earnest Money, which amount Seller and Buyer have bargained for and agreed to as independent and sufficient consideration for Seller’s execution and delivery of this Agreement. The Independent Consideration is non-refundable and in addition to any other payment or deposit required by this Agreement, and Seller shall retain the Independent Consideration notwithstanding any other provision of this Agreement to the contrary.

2.2 Cash at Closing . Not later than 11 a.m. (Pacific Time) on the Closing Date (provided that Buyer shall not be in default hereunder for failure to timely deliver the balance of the Purchase Price if Buyer has acted diligently), Buyer shall deliver to Escrow Agent cash in an amount of the balance of the Purchase Price (less the amount of the Credit against the Purchase Price set forth in Section 6.3.1 hereof) plus the costs, expenses and prorations required to be paid by Buyer hereunder.

3.  Conditions Precedent to Buyer’s Obligations . All of Buyer’s obligations hereunder are expressly conditioned on the satisfaction at or before the time of Closing hereunder, or at or before such earlier time as may be expressly stated below, of each of the following conditions (any one or more of which may be waived in writing in whole or in part by Buyer, at Buyer’s option):

3.1 Performance . Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on its part prior to or as of the Closing hereunder.

3.2 Documents . Seller shall immediately make available to Buyer copies of all documents in Seller’s actual possession or under Seller’s control which are listed on Exhibit H attached hereto (collectively, the “Contracts”). Prior to the expiration of the Inspection Period (as defined below), Buyer shall notify Seller and list those service contracts which Buyer desires to assume as of the Closing (the “Approved Service Contracts”). Seller shall terminate any service contracts which are not Approved Service Contracts, at Seller’s cost and expense. The parties stipulate that any contract for property management services is not an Approved Service Contract, and shall be terminated prior to Closing at Seller’s sole cost.

3.3 Inspection Period: Access .

3.3.1 During the Inspection Period, Buyer, its agents and representatives, shall be entitled to review all zoning and other land use matters relating to the Property and to enter upon the Property (as coordinated through Seller’s property manager), upon reasonable prior notice to Seller, to (i) perform inspections, and tests of the Property, including surveys, Phase I environmental studies, examinations and tests of all structural and mechanical systems within the Building, so long as the tenants’ occupancy of the Property is not disturbed and so long as such entry into tenant-occupied areas is done in accordance with the terms of such tenant lease and (ii) conduct Tenant interviews provided however Seller shall have the right to be present at all such interviews. Notwithstanding the foregoing, if Buyer wishes to engage in a Phase II environmental study or any other environmental or other testing or sampling of any kind with respect to soils or groundwater or other studies which would require test boring of or other intrusions into the Property or the Building or which testing would otherwise damage or disturb any portion of the Property or Building, Buyer shall obtain Seller’s prior written consent thereto, which consent may be withheld in Seller’s sole discretion. To the extent Seller approves any such testing, Buyer shall be responsible for, and shall dispose of, all such test samples in accordance with applicable law at no cost or liability to Seller. Buyer shall repair any damage to the Property caused by any such tests, investigations or studies and indemnify Seller from any and all liabilities, claims, costs and expenses resulting therefrom and from Buyer’s entry upon the Property. The foregoing indemnification shall survive Closing or the termination of this Agreement. If Buyer elects not to proceed with Closing after its inspection of the Property, the Deposit shall be retained by Seller.

3.3.2 The term “Inspection Period”, as used herein, shall mean the period commencing on the Date of this Agreement and continuing thereafter until 5:00 p.m. Pacific Time on the date that is 21 days after the date hereof.

3.4 Title . Seller shall deliver to Buyer immediately after the date hereof a current Commitment for Title Insurance with respect to the Property issued by Commonwealth Land Title Insurance Company whose address is Attention: Donald R. Hallman, Senior Vice President, 888 West Sixth Street, 4 ^th Floor, Los Angeles, CA 90017 (the “Title Company”), with copies of all instruments listed as exceptions to title therein (collectively, the “Title Documents”). Seller shall deliver within three (3) business days at Seller’s sole cost and expense the survey of the Property which Seller obtained when Seller acquired the Property (the “Survey”). Buyer may elect to have the Survey updated, at Buyer’s expense, in which case Buyer shall deliver a copy of the updated Survey to Seller. Buyer shall have until the date which is 14 days after the date that Seller delivers to Buyer all of the Title Documents and the Survey (the “Title Period”) to examine the Title Documents and the Survey. If Buyer reasonably objects to any matters disclosed in the Title Documents or Survey, Buyer shall, within the Title Period, notify Seller in writing (“Buyer’s Notice”), specifying any reasonably objectionable matters. Seller shall use commercially reasonable efforts to cure any such reasonably objectionable matters, or may arrange for title insurance to cover any objectionable matter. The Closing Date shall be extended, if necessary, in order for Seller to cure such objectionable matters, using reasonable diligence. If such cure cannot be accomplished within thirty (30) days after the originally scheduled Closing Date, this Agreement shall terminate and the Deposit shall be retained by Seller. Buyer shall, at its sole cost and expense, obtain any endorsements required by Buyer. Seller shall pay for standard title insurance, provided that Buyer pays for the cost of such endorsements, except for any endorsement ordered by Seller to cover any matter affecting title which is the obligation of Seller, which endorsement, if any, shall be paid for by Seller. On the Closing, the Title Company shall issue to Buyer a title policy with such endorsements as described above (the “Title Policy”).

3.5 Estoppel Certificates . Seller shall make a commercially reasonable effort to provide, not later than five (5) days prior to the Closing Date, that Buyer shall receive an estoppel certificate (each, an “Estoppel Certificate”) in the form requested by Buyer from each tenant at the Property. Seller will deliver to tenants a proposed Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) prepared by Buyer, and will make a commercially reasonable effort to obtain an executed SNDA from each tenant. Seller agrees to deliver to Buyer any SNDA received by Seller as soon as reasonably possible after receipt of such. It shall not be a condition to Closing that any tenant execute and deliver an Estoppel Certificate or the SNDA.

3.6 Seller’s Representations . Seller hereby covenants, represents and warrants to Buyer the following, all of which shall be true and accurate as of the date of Closing and the truth and accuracy which shall be a condition to Buyer’s obligations hereunder:

3.6.1 Authority . Seller has the legal right, power and authority to enter into this Agreement and to otherwise consummate the transaction contemplated hereby. The parties executing this Agreement on behalf of Seller have the power and authority to do so.

3.6.2 Organization . Seller is duly organized, validly existing and in

good standing under the laws of the State of Delaware and is qualified to do business in the State of Texas.

3.6.3 Enforceability . This Agreement has been duly executed and

delivered by Seller and is the legal, valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity).

3.6.4 Leases/Contracts . To Seller’s actual knowledge, (i) the Leases and Contracts delivered to Buyer pursuant to this Agreement are true and correct copies thereof and the Contracts shown on Exhibit “J” and the Leases shown on Exhibit “I” are all of the Contracts and Leases at the Property, (ii) there are no outstanding leasing commissions or unpaid tenant improvement costs for Leases executed prior to the date hereof, except as shown on Exhibit “L” hereto, entitled “Seller’s Lease Obligations”, and (iii) there is no free rent obligation owed to any tenant except those tenants identified on the “Rent Credit Schedule” attached hereto as

Exhibit “K” .

3.6.5 Litigation . Seller is not now a party to any litigation, arbitration or other court proceeding, nor, to Seller’s actual knowledge, is any such litigation, arbitration or other court proceeding threatened, in writing, which materially adversely affects the Property or Seller’s right to sell the Property.

3.6.6 Eminent Domain, Etc . Seller has received no written notice of any condemnation, eminent domain or similar proceedings, pending or threatened, with regard to the Property.

3.6.7 Violations . Seller has not received in the last twelve (12) months prior to the date of this Agreement any written notices from any governmental agency regarding the failure of the Property to comply with any codes, ordinances, statutes or other laws applicable to the Property.

3.6.8 Employees . Seller does not have any employees in connection with the Property.

3.6.9 No Options . Seller has not granted any options, rights of first refusal or rights of first offer to any person to purchase or otherwise acquire an ownership interest in the Property.

The term “to Seller’s actual knowledge”, as used in this Section 3.6, shall mean the current actual, not constructive or imputed, knowledge of Michael E. Burrichter and Mark Zikakis, who are employees of Seller’s investment manager, and have the most current knowledge of the Property. The representations and warranties of Seller shall survive the execution and delivery of this Agreement and for the six (6) month period after the Close of Escrow (“Survival Period”); provided, however, that Buyer must actually file a claim against Seller for the breach of such representation and warranty within the Survival Period, and in the event Buyer timely files any such claim, then the representation and/or warranty which is the subject matter of such claim shall survive until such claim is resolved.

4.  Buyer’s Representations . Buyer hereby covenants, represents and warrants to Seller the following, all of which shall be true and accurate as of the date of Closing and the truth and accuracy which shall be a condition to Seller’s obligations hereunder:

4.1 Buyer has the legal right, power and authority to enter into this Agreement and to otherwise consummate the transaction contemplated hereby. The parties executing this Agreement on behalf of Buyer have the power and authority to do so.

4.2 This Agreement has been duly executed and delivered by Buyer and is the legal, valid and binding obligation of Buyer and is enforceable against Buyer in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity).

5.  Condition Precedent to Seller’s Obligations . All of Seller’s obligations hereunder are expressly conditioned upon Buyer having performed, observed and complied with all material covenants, agreements, and conditions required of this Agreement to be performed, observed and complied with on its part prior to or as of the Closing hereunder. In the event any of the conditions to Seller’s obligation to proceed with Closing is not satisfied, Seller may elect to terminate this Agreement, at Seller’s option, in which event the Deposit shall be paid over to Seller. In the event any of the conditions to Buyer’s obligation to proceed with Closing is not satisfied, Buyer may elect to terminate this Agreement, at Buyer’s option. The Deposit shall be belong to Seller, except in the event of Seller’s default of its obligations hereunder, or in case of certain events of casualty or condemnation, in which event the Deposit shall be returned to Buyer.

6. Closing; Deliveries .

6.1 The closing under this Agreement (the “Closing”) shall take place on the date that is forty (40) days after the end of the Inspection Period (“Closing Date”). Buyer shall have the right to elect to extend the Closing Date to a date not later than the date which is 15 days after the originally scheduled Closing Date, but in no event later than December 29, 2005, as set forth in this Section 6.1. If Buyer elects to extend the Closing Date, Buyer shall, prior to the originally scheduled Closing Date, so notify Seller in writing, and shall deliver to Escrow Agent an additional amount of Seven Hundred Fifty Thousand Dollars U.S. (U.S. $750,000.00) (the “Third Deposit”). The Third Deposit shall be part of the Deposit and shall be non-refundable to Buyer except in the event of a default by Seller which results in the termination of this Agreement, or in the event of certain casualty or condemnation events as set forth herein.

6.2 Prior to Closing Date, Seller shall deliver to Escrow Agent the following:

6.2.1 A special warranty deed to the Real Property duly executed by Seller and notarized by a notary public, and in the form attached hereto as Exhibit “B” , conveying title to the Real Property to Buyer (the “Deed”).

6.2.2 Two (2) counterparts of the Assignment and Assumption of Leases for the Leases duly executed by Seller in the form attached hereto as Exhibit “C” .

6.2.3 A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, in the form attached hereto as Exhibit “D” , that Seller is not a “foreign person”.

6.2.4 Intentionally omitted.

6.2.5 Tenant Notification Letters in the form attached hereto as Exhibit “E” .

6.2.6 Two (2) counterparts of the General Assignment and Bill of Sale in the form attached hereto as Exhibit “F” .

6.2.7 If the Property is subject to any covenants, conditions and restrictions (“CC&R’s”), Seller shall provide Buyer with an estoppel certificate, reasonably satisfactory to Buyer, confirming that there exist no defaults or unpaid monetary obligations under the CC&R’s.

6.2.8 A settlement statement signed by Seller showing the Purchase Price, the Deposit, and all prorations and allocations required under this Agreement, which shall provide, inter alia , that Buyer shall be entitled to a credit against the Purchase Price as set forth in Section 6.3 below.

6.2.9 Any additional information that Escrow Agent or the Title Company may reasonably require from Seller for the Closing.

6.3 At Closing, Buyer shall deliver to Escrow Agent the following:

6.3.1 Cash funds for the remainder of the Purchase Price and Buyer’s other obligations, provided however, that Buyer shall be entitled to a credit against the Purchase Price in the amount (the “Credit”) shown on the “Rent Credit Schedule” attached hereto as Exhibit “K ”, which amount shall be reduced by the amount, if any, by which any amount shown on the Rent Credit Schedule is reduced between the date of this Agreement and the Closing Date.

6.3.2 Two (2) counterparts of the Assignment and Assumption of Leases duly executed by Buyer.

6.3.3 Two (2) counterparts of the General Assignment and Bill of Sale in the form attached hereto as Exhibit “F” duly executed by Buyer.

6.3.4 Intentionally Omitted.

6.3.5 A settlement statement signed by Seller showing the Purchase Price, the Deposit, and all prorations and allocations required under this Agreement.

6.3.6 Any additional information that Escrow Agent or the Title Company may reasonably require from Seller for the Closing.

6.4 At the Closing, Seller agrees to deliver to Buyer possession of the Property subject to all other matters of record or apparent and subject to the rights of the tenants to the Property and the originals, or if originals are not available certified copies, of the Leases, New Leases, Lease Amendments and Approved Service Contracts and any keys in Seller’s possession for the Property.

7.1 Apportionments .

7.1.1 Transfer Taxes . Any transfer tax imposed by the City of Dallas, County of Dallas or the State of Texas shall be paid by Seller.

7.1.2 Taxes and Utilities . All (i) real estate taxes, charges and assessments affecting the Real Property and (iii) all charges for water, electricity, sewer, gas, and all other utilities (collectively, “CAM Charges”) shall be prorated on a cash basis as of the date of Closing to the extent paid directly by Seller and not paid directly to the taxing authorities by the tenants under the Leases for the Real Property.

7.1.3 Rent/CAM Charges . Collected rent and monthly CAM Charges for the month of the Closing shall be prorated on a cash basis as of the date of Closing. Delinquent rent and CAM Charges for the month of the Closing shall be prorated on a per diem basis as of the date of the Closing but only at such time that such delinquent rent or CAM Charges are received by either Seller or Buyer. Delinquent rent and CAM Charges for the months prior to the Closing shall remain the property of Seller. Payments received by Buyer from tenants from and after the date of the Closing shall be applied first to rents and CAM Charges then due for the current period and then to delinquent rents and CAM Charges for the month of the Closing and then to delinquent rents and CAM Charges for months prior to the Closing Date. Buyer shall use reasonable efforts to collect delinquent rents for the benefit of Seller, and shall cooperate with Seller in collection of any delinquent amounts. Seller shall not be responsible for any underpayment of CAM Charges. If CAM Charges are paid on an annual basis, then upon Buyer’s