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CONSENT TO TRANSFER AND AGREEMENT

Stock Purchase Agreement

CONSENT TO TRANSFER AND AGREEMENT | Document Parties: NNN HEALTHCARE/OFFICE REIT, INC. | NNN GALLERY MEDICAL, LLC, |  NNN GALLERY MEDICAL MEMBER, LLC, | NNN REALTY ADVISORS, INC., | LASALLE BANK NATIONAL ASSOCIATION, You are currently viewing:
This Stock Purchase Agreement involves

NNN HEALTHCARE/OFFICE REIT, INC. | NNN GALLERY MEDICAL, LLC, | NNN GALLERY MEDICAL MEMBER, LLC, | NNN REALTY ADVISORS, INC., | LASALLE BANK NATIONAL ASSOCIATION,

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Title: CONSENT TO TRANSFER AND AGREEMENT
Governing Law: Illinois     Date: 3/13/2007

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CONSENT TO TRANSFER AND AGREEMENT

THIS CONSENT TO TRANSFER AND AGREEMENT (this “ Agreement ”) is made and entered into as of the 9 th day of March, 2007, by and among NNN GALLERY MEDICAL, LLC, a Delaware limited liability company, having its principal place of business at 1551 N. Tustin Avenue, Suite 300, Santa Ana, California 92705 (“ Borrower ”), NNN HEALTHCARE/OFFICE REIT HOLDINGS, L.P., a Delaware limited partnership, having an address at 1551 N. Tustin Avenue, Suite 300, Santa Ana, California 92705 (“ Assuming Member ”), NNN GALLERY MEDICAL MEMBER, LLC , a Delaware limited liability company, having an address at 1551 N. Tustin Avenue, Suite 300, Santa Ana, California 92705 (“ Original Member ”), NNN REALTY ADVISORS, INC. , a Delaware corporation, having an address at 1551 N. Tustin Avenue, Suite 300, Santa Ana, California 92705 (“ Guarantor ”), and LASALLE BANK NATIONAL ASSOCIATION, a national association (“ Lender ”).

RECITALS

A. On February 5, 2007 (the “ Closing Date ”), Lender pursuant to the Loan Documents (as hereinafter defined) made a loan to Borrower, in the original principal amount of $6,000,000.00 (the “ Loan ”). The Loan is evidenced and secured by the following documents executed in favor of Lender by Borrower:

1. Promissory Note, dated as of the Closing Date, payable by Borrower to Lender in the original principal amount of SIX MILLION AND NO/100 DOLLARS ($6,000,000.00) (the “ Note ”);

2. Mortgage, Security Agreement and Fixture Filing dated as of the Closing Date, granted by Borrower to Lender, recorded February       , 2007 as Document No.       , in the Office of the Recorder in       County, Minnesota (“ Recorder’s Office ”) (the “ Mortgage ”) ;

3. Assignment of Leases and Rents, dated as of the Closing Date granted by Borrower in favor of Lender, recorded February       , 2007 as Document No.       in the Recorder’s Office;

4. UCC-1 financing statements with Borrower as debtor and Lender as secured party, one filed with the Recorder’s Office and one filed with the Secretary of State of Delaware (the “ Financing Statements ”);

5. Manager’s Agreement, Subordination and Consent to Assignment dated as of the Closing Date by Triple Net Properties Realty, Inc. and consented to be Borrower;

6. Hazardous Substances Indemnity Agreement dated as of the Closing Date (the “ Hazmat Indemnity ”) by Borrower and Guarantor in favor of Lender;

7. Assignment of Management Agreement dated as of the Closing Date between Borrower and Lender; and

8. Borrower’s Certificate dated as of the Closing Date by Borrower to Lender.

The foregoing documents, together with any and all other documents executed by Borrower in connection with the Loan, are collectively called the “ Loan Documents .”

B. Borrower continues to be the owner of the real property and improvements thereon described in and encumbered by the Mortgage and the other Loan Documents (the “ Property ”).

C. Original Member is the sole member of Borrower.

D. Pursuant to that certain Membership Interest Purchase and Sale Agreement dated on or about       , 2007 (the “ Purchase Agreement ”), Original Member agreed to sell and Assuming Member agreed to purchase all of the outstanding membership interests in Borrower.

E. Pursuant to Section 15(e) of the Mortgage, Lender agreed not to withhold its consent to a request from Borrower for Lender’s consent to the sale of the membership interests in Borrower to a newly formed entity that is owned and controlled by the real estate investment trust affiliated with Guarantor approved by Lender in its reasonable discretion subject to the satisfaction of certain conditions specified therein. Borrower, Original Member and Assuming Member have requested that Lender consent to the sale, conveyance, assignment and transfer of membership interests in Borrower by Original Member to Assuming Member.

F. Lender is willing to consent to the sale, conveyance, assignment and transfer of membership interests in Borrower by Original Member to Assuming Member, subject to the terms and conditions set forth in this Agreement, the Mortgage, and in the other Loan Documents.

G. The parties hereto, by their respective executions hereof, evidence their consent to the transfer of the membership interests in Borrower to Assuming Member and the modification of the Loan Documents as hereinafter set forth.

STATEMENT OF AGREEMENT

In consideration of the mutual covenants and agreements set forth herein, the parties hereto hereby agree as follows:

1.  Representations, Warranties, and Covenants of Original Member .

(a) Original Member hereby represents to Lender, as of the date hereof, that: (i) contemporaneously with the execution and delivery hereof, it has conveyed and transferred all of the membership interests in Borrower to Assuming Member; (ii) it has not received a pledge or other security interest from Assuming Member encumbering the membership interests in Borrower to secure the payment of any sums due Original Member or obligations to be performed by Assuming Member; (iii) the Note has an unpaid principal balance of $6,000,000.00 as of the date hereof; (iv) the Mortgage is a valid first lien on the Property for the full unpaid principal amount of the Loan and all other amounts as stated therein; (v) there are no defaults under the provisions of the Note, the Mortgage or the other Loan Documents; (vi) there are no defenses, set-offs or rights of defense, set-off or counterclaim whether legal, equitable or otherwise to the obligations evidenced by or set forth in the Note, the Mortgage or the other Loan Documents; (vii) all provisions of the Note, the Mortgage and other Loan Documents are in full force and effect; (viii) there are no subordinate liens of any kind covering or relating to the Property nor are there any mechanics’ liens or liens for unpaid taxes or assessments encumbering the Property, nor has notice of a lien or notice of intent to file a lien been received; and (ix) all conditions in Section 15(e) of the Mortgage related to the transfer to Assuming Member are satisfied or waived or shall be satisfied contemporaneously herewith.

(b) Original Member hereby covenants and agrees that: (i) from and after the date hereof, Lender may deal solely with Assuming Member, as sole member of Borrower, in all matters relating to the Loan, the Loan Documents, and the Property; (ii) it shall not at any time hereafter take a pledge or other security interest from Assuming Member encumbering the membership interests in Borrower or from the Borrower encumbering the Property, as the case may be, to secure any sums to be paid or obligations to be performed by Assuming Member so long as any portion of the Loan remains unpaid; (iii) Lender has no further duty or obligation of any nature relating to this Loan or the Loan Documents to Original Member; (iv) upon payment in full of the purchase price from Assuming Member contemporaneously herewith, Assuming Member shall have no further duty or obligation of any nature relating to the Purchase Agreement to Original Member except for reasonable and customary indemnifications relating to the transfer; and (v) it hereby releases Lender, and each of its predecessors in interest, together with any officers, directors, partners, employees and agents of each of the foregoing, from all claims and liabilities relating to the transaction evidenced by the Loan Documents through and including the date hereof.

Original Member understands and intends that Lender shall rely on the representations, warranties and covenants contained herein.

2.  Representations, Warranties, and Covenants of Assuming Member .

(a) Assuming Member hereby represents and warrants to Lender, as of the date hereof, that: (i) it is a duly organized and validly existing limited partnership formed under the laws of the State of Delaware; (ii) simultaneously with the execution and delivery hereof, it has purchased from Original Member all of the membership interests in Borrower; (iii) it has not granted to Original Member a pledge or other security interest upon the membership interests in Borrower or the Property to secure any debt or obligations now or hereafter owed to Original Member; (iv) its general partner is NNN Healthcare/Office REIT, Inc., a Maryland corporation (the “ REIT ”) which is a real estate investment trust affiliated with Guarantor and (v) the purchase price shall contemporaneously be paid in full to Original Member and Assuming Member shall have no further duty or obligation of any nature relating to the Purchase Agreement to Original Member except for reasonable and customary indemnifications relating to the transfer.

(b) Assuming Member hereby covenants and agrees that: (i) it hereby acknowledges and affirms the obligations of Borrower contained in the Loan Documents; (ii) it shall cause Borrower to pay when and as due all sums due under the Note and other Loan Documents as modified hereby; and (iii) it shall cause Borrower to perform all obligations imposed upon Borrower under the Mortgage and all other Loan Documents, all as modified hereby. Assuming Member shall not hereafter, without Lender’s prior consent in accordance with the terms of the Loan Documents, encumber the membership interests in Borrower or permit the encumbrance of the Property, or sell or transfer the membership interests in Borrower, or permit the sale or transfer of the Property or any interest therein, except as may be specifically permitted in the Loan Documents. Assuming Member has no knowledge that any of the representations and warranties made by the Original Member herein are untrue, incomplete, or incorrect.

Assuming Member understands and intends that Lender shall rely on the representations, warranties and covenants contained herein.

3.  Representations, Warranties, and Covenants of Borrower . Borrower hereby acknowledges and affirms the Indebtedness (as defined in the Mortgage) and all of the other obligations set forth in the Note, the Mortgage and the other Loan Documents in accordance with their respective terms and conditions, as the same may be modified by this Agreement. Borrower further acknowledges that it is bound by all of the terms of the Loan Documents, including but not limited to, the representations, warranties, covenants, assurances and indemnifications therein, all as though each of the Loan Documents had been made, executed, and delivered by Borrower on the date hereof. Borrower agrees to pay, perform, and discharge each and every obligation of payment and performance under, pursuant to and as set forth in the Note, the Mortgage and the other Loan Documents at the time, in the manner and otherwise in all respects as therein provided. Borrower hereby acknowledges, agrees and warrants that (i) it is a duly organized and validly existing limited liability company under the laws of the State of Delaware and is qualified to do business and is in good standing in the State of Minnesota; (ii) there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, which would enable Borro


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