8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 18, 2010 (June 14, 2010)

HRPT PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-9317	04-6558834
(Commission File Number)	(IRS Employer Identification No.)
400 Centre Street, Newton, Massachusetts	02458
(Address of Principal Executive Offices)	(Zip Code)

617-332-3990

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry Into a Material Definitive Agreement.

Property Sales

On June 14, 2010, certain subsidiaries of HRPT Properties Trust, or the Trust, entered into 15 Purchase and Sale Agreements, or the Purchase Agreements, with Government Properties Income Trust, or GOV, for the sale by such subsidiaries of the Trust to GOV, or certain of GOV’s subsidiaries, of 15 properties, containing approximately 1.9 million rentable square feet in the aggregate, for cash purchase prices aggregating $231.0 million.  The properties subject to the Purchase Agreements are majority leased to government tenants.

The transactions under the individual Purchase Agreements are expected to be completed in phases between June 15, 2010, and March 31, 2011.  The transactions are subject to various closing conditions and contractual contingencies typical of large commercial property transactions, which may result in cancellation of some or all of these transactions.

The descriptions of the Purchase Agreements are qualified in their entirety by reference to the Purchase Agreements, which are filed as Exhibits 10.1 to 10.15 to this Current Report on Form 8-K and incorporated herein by reference.

GOV was formerly a 100% owned subsidiary of the Trust that is now a separately traded real estate investment trust.  The Trust currently owns approximately 31.8% of the outstanding common shares of beneficial interest, $0.01 par value per share, of GOV.  In connection with GOV’s formation and initial public offering, the Trust and GOV entered into a Transaction Agreement in which, among other things, the Trust granted to GOV the right of first refusal to acquire any property owned by the Trust that the Trust determines to divest, if the property is then majority leased to a government tenant, including the 15 properties subject to the Purchase Agreements.

The Trust and GOV are managed by Reit Management & Research LLC, or RMR.  One of the Trust’s Managing Trustees, Barry M. Portnoy, is the Chairman and majority owner of RMR.  The Trust’s other Managing Trustee, Adam D. Portnoy, owns the remainder of RMR and is a director, President and Chief Executive Officer of RMR.  The Trust’s executive officers are also officers of RMR.  In addition, Messrs. Barry M. Portnoy and Adam D. Portnoy also serve as Managing Trustees of GOV, and Mr. Adam D. Portnoy is the President of GOV.  The transactions described above were negotiated by special committees of the Trust’s and GOV’s Boards of Trustees composed solely of Independent Trustees who are not also Trustees of the other party.  Also, the agreed aggregate purchase price of the properties to be acquired is within the range of market values established by an independent third party appraiser.

The Trust currently owns approximately 14.3% of the outstanding equity of Affiliates Insurance Company, or AIC.  The other shareholders of AIC are RMR and five other companies to which RMR provides management services, including GOV, and all of the Trust’s trustees are also directors of AIC.

For more information about the relationships among the Trust, GOV, RMR and AIC, and risks which arise from these relationships, please refer to the Trust’s filings with the Securities and Exchange Commission, including the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (including the sections captioned “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Related Person Transactions” and its Proxy Statement dated February 23, 2010, related to its 2010 annual shareholders meeting (including the section captioned “Related Person Transactions and Company Review of Such Transactions”).

Item 8.01. Other Events.

Name Change and Reverse Stock Split

On June 14, 2010, the Board of Trustees of the Trust, or the Board, approved a change of the Trust’s name from “HRPT Properties Trust” to “CommonWealth REIT” and a reverse stock split which will result in a four for one combination of the Trust’s common shares of beneficial interest, $.01 par value per share.  The name change and the common share combination are expected to become effective on July 1, 2010.

The reverse stock split will cause every four (4) of the Trust’s common shares that are issued and outstanding as of the effective date to be automatically combined into one (1) issued and outstanding common share, the par value of the combined common shares to be adjusted to remain $.01 per share, and the Trust to issue fractional shares where applicable to holders of record of common shares.  The share combination will affect all record holders of the Trust’s common shares uniformly and will not affect any record shareholder’s percentage ownership interest in the Trust.

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The share combination, when it becomes effective, will reduce the number of the Trust’s issued and outstanding common shares from 258,385,241 to 64,596,310, assuming no additional common shares are authorized or issued, as the case may be, after the date of this report.  The number of the Trust’s authorized common shares will not change.  Upon the effectiveness of the share combination, the conversion rate of the Trust’s 15,180,000 outstanding series D cumulative convertible preferred shares, or Series D Preferred Shares, will automatically change from 1.9231 common shares per Series D Preferred Share to 0.4808 common share per Series D Preferred Share (the equivalent of a change in conversion price from $13.00 per common share to $52.00 per common share).

On July 1, 2010, the expected effective date of the name change and common share combination, the Trust expects its combined common shares and other securities currently traded on the New York Stock Exchange will commence trading under new symbols, as follows:

	Symbol
Common Shares of Beneficial Interest, $0.01 par value per share	CWH
8 3/4% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share	CWH-PB
7 1/8% Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share	CWH-PC
6 1/2% Series D Cumulative Convertible Preferred Shares of Beneficial Interest, $0.01 par value per share	CWH-PD
7.50% Senior Notes due 2019	CWHN

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS FORM 8-K CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS.  THESE FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE BASED UPON THE TRUST’S PRESENT BELIEFS AND EXPECTATIONS, BUT THEY ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS WHICH ARE BEYOND THE TRUST’S CONTROL.  FOR EXAMPLE:

·THIS FORM 8-K STATES THAT THE TRUST HAS AGREED TO SELL 15 PROPERTIES TO GOV FOR APPROXIMATELY $231 MILLION.  THESE SALES ARE SUBJECT TO VARIOUS CLOSING CONDITIONS AND CONTRACTUAL CONTINGENCIES TYPICAL OF LARGE COMMERCIAL PROPERTY TRANSACTIONS WHICH MAY RESULT IN CANCELLATION OF SOME OR ALL OF THESE SALES.

·THIS FORM 8-K STATES THAT THE SALES OF PROPERTIES TO GOV ARE EXPECTED TO BE COMPLETED IN PHASES BETWEEN JUNE 15, 2010, AND MARCH 31, 2011.  BECAUSE THE SALE OF EACH PROPERTY IS SUBJECT TO VARIOUS CLOSING CONDITIONS AND CONTRACTUAL CONTINGENCIES, SOME OF THESE SALES MAY BE ACCELERATED, SOME MAY BE DELAYED BEYOND MARCH 31, 2011, AND SOME MAY NOT OCCUR.

·THIS FORM 8-K STATES THAT THE PURCHASE AGREEMENTS WERE NEGOTIATED BY SPECIAL COMMITTEES OF OUR AND GOV’S BOARDS OF TRUSTEES COMPOSED SOLELY OF INDEPENDENT TRUSTEES WHO ARE NOT ALSO TRUSTEES OF THE OTHER PARTY AND THAT THE AGREED AGGREGATE SALE PRICE IS WITHIN THE RANGE OF MARKET VALUES ESTABLISHED BY AN INDEPENDENT THIRD PARTY APPRAISER.  AN IMPLICATION OF THESE STATEMENTS MAY BE THAT THESE SALES ARE ARMS LENGTH TRANSACTIONS.  IN FACT, BOTH THE TRUST AND GOV ARE MANAGED BY RMR AND HAVE COMMON MANAGING TRUSTEES.  ACCORDINGLY, THIRD PARTIES SEEKING TO CONTEST THESE SALES MAY ALLEGE THAT THEY ARE NOT EQUIVALENT TO ARMS LENGTH TRANSACTIONS AND THE AGGREGATE SALE PRICE MAY BE DIFFERENT THAN THE PRICE WHICH COULD HAVE BEEN ACHIEVED IN ARMS LENGTH TRANSACTIONS WHICH WERE FULLY MARKETED.  FOR MORE INFORMATION ABOUT THE RELATIONSHIPS AMONG THE TRUST, GOV AND

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RMR, AND RISKS WHICH ARISE FROM THESE RELATIONSHIPS, SEE THE TRUST’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FILINGS SPECIFIED IN ITEM 1.01 OF THIS REPORT.

·THIS FORM 8-K STATES THAT THE TRUST WILL CHANGE ITS NAME TO “COMMONWEALTH REIT”.  AN IMPLICATION OF THIS STATEMENT MAY BE THAT THIS NAME CHANGE WILL BENEFIT SHAREHOLDERS.  HOWEVER, THIS NAME CHANGE ITSELF MAY CAUSE SOME CONFUSION IN THE MARKET FOR THE TRUST’S SECURITIES.  ALSO, THE IMPLEMENTATION OF THIS NAME CHANGE WILL CAUSE THE TRUST TO INCUR COSTS TO PRINT AND DISTRIBUTE NEW SHARE CERTIFICATES AND OTHERWISE.  ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THIS NAME CHANGE WILL BENEFIT SHAREHOLDERS.  WHILE THE TRUST EXPECTS THE NAME CHANGE TO BECOME EFFECTIVE ON JULY 1, 2010, THE BOARD MAY DETERMINE IN ITS DISCRETION TO CHANGE THE EFECTIVE DATE OR NOT TO IMPLEMENT THE NAME CHANGE.

·THIS FORM 8-K STATES THAT THE TRUST WILL IMPLEMENT A SHARE COMBINATION.  AN IMPLICATION OF THIS STATEMENT MAY BE THAT THE SHARE COMBINATION WILL BENEFIT SHAREHOLDERS.  IN FACT, COMBINATIONS OF PUBLICLY TRADED SHARES INTO LESSER NUMBERS OF SHARES HISTORICALLY HAVE OFTEN RESULTED IN MARKET PRICES WHICH ARE LESS THAN THE HISTORICAL AGGREGATE MARKET PRICES OF THE COMBINING SHARES.  THE TRUST CAN PROVIDE NO ASSURANCE THAT THE MARKET PRICE OF ITS COMBINED SHARES WILL EQUAL AT LEAST FOUR TIMES THE PRICE OF ITS SHARES BEFORE THE COMBINATION OR THAT THE SHARE COMBINATION WILL BENEFIT SHAREHOLDERS.  WHILE THE TRUST EXPECTS THE SHARE COMBINATION TO BECOME EFFECTIVE ON JULY 1, 2010, THE BOARD MAY DETERMINE IN ITS DISCRETION TO CHANGE THE EFECTIVE DATE OR NOT TO IMPLEMENT THE SHARE COMBINATION.

FOR THESE AND OTHER REASONS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS FORM 8-K.

EXCEPT AS REQUIRED BY LAW, THE TRUST DOES NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

Item 9.01  Financial Statements and Exhibits.

(d)                          Exhibits.

The Company hereby files the following exhibits:

10.1	Purchase and Sale Agreement, dated as of June 14, 2010, by and between Hub Realty Funding, Inc., as Seller, and Government Properties Income Trust, as Purchaser (with respect to the property located at 711 S. 14th Avenue, Safford, AZ).
10.2	Purchase and Sale Agreement, dated as of June 14, 2010, by and between Hub Realty Funding, Inc., as Seller, and Government Properties Income Trust, as Purchaser (with respect to the property located at 400 State Avenue, Kansas City, KS).
10.3	Purchase and Sale Agreement, dated June 14, 2010, by and between Hub Acquisition Trust, as Seller, and Government Properties Income Trust, as Purchaser (with respect to the property located at One Montvale Avenue, Stoneham, MA).
10.4	Purchase and Sale Agreement, dated June 14, 2010, by and between Hub Acquisition Trust, as Seller, and Government Properties Income Trust, as Purchaser (with respect to the property located at 330 South Second Avenue, Minneapolis, MN).
10.5	Purchase and Sale Agreement, dated June 14, 2010, by and between Hub Acquisition Trust, as Seller, and Government Properties Income Trust, as Purchaser (with respect to the property located at 4181 Ruffin Road, San Diego, CA).
10.6	Purchase and Sale Agreement, dated June 14, 2010, by and between Hub Properties Trust, as Seller, and Government Properties Income Trust, as Purchaser (with respect to the property located at 101 Executive Center Drive, Columbia, SC).

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10.7	Purchase and Sale Agreement, dated June 14, 2010, by and between Hub Properties Trust, as Seller, and Government Properties Income Trust, as Purchaser (with respect to the property located at 111 Executive Center Drive, Columbia, SC).
10.8	Purchase and Sale Agreement, dated June 14, 2010, by and between Hub Acquisition Trust, as Seller, and Government Properties Income Trust, as Purchaser (with respect to the property located at 55 North Robinson Avenue, Oklahoma City, OK).
10.9	Purchase and Sale Agreement, dated as of June 14, 2010, by and between HH Hub Properties LLC, as Seller, and Government Properties Income Trust, as Purchaser (with respect to the property located at One Memphis Place, 200 Jefferson Avenue, Memphis, TN).
10.10	Purchase and Sale Agreement, dated as of June 14, 2010, by and between Hub Realty Funding, Inc., as Seller, and Government Properties Income Trust, as Purchaser (with respect to the property located at 3285 Hemisphere Loop, Tucson, AZ).
10.11	Purchase and Sale Agreement, dated as of June 14, 2010, by and between Hub Realty Funding, Inc., as Seller, and Government Properties Income Trust, as Purchaser (with respect to the property located at 625 Indiana Avenue NW, Washington, DC).
10.12	Purchase and Sale Agreement, dated as of June 14, 2010, by and between Causeway Holdings, Inc., as Seller, and Government Properties Income Trust, as Purchaser (with respect to the property located at 251 Causeway Street, Boston, MA).
10.13	Purchase and Sale Agreement, dated as of June 14, 2010, by and between Hub Realty Funding, Inc., as Seller, and Government Properties Income Trust, as Purchaser (with respect to the property located at 435 Montano Road NE, Albuquerque, NM).
10.14	Purchase and Sale Agreement, dated as of June 14, 2010, by and between Hub Realty Funding, Inc., as Seller, and Government Properties Income Trust, as Purchaser (with respect to the property located at 220 E. Bryan Street, Savannah, GA).
10.15	Purchase and Sale Agreement, dated as of June 14, 2010, by and between Hub Realty College Park I, LLC, as Seller, and Government Properties Income Trust, as Purchaser (with respect to the property located at 4700 River Road, Riverdale, MD).
99.1	Press Release, dated June 15, 2010.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HRPT PROPERTIES TRUST
By:	/s/ John C. Popeo
Name:	John C. Popeo
Title:	Treasurer and Chief Financial Officer

Dated:  June 18, 2010

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EX-10.1

Exhibit 10.1

711 S. 14^th Avenue, Safford, AZ

PURCHASE AND SALE AGREEMENT

by and between

HUB REALTY FUNDING, INC.,

as Seller,

and

GOVERNMENT PROPERTIES INCOME TRUST,

as Purchaser

June 14, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	4
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	5
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	6
4.1	Closing Documents	6
4.2	Title Policy	7
4.3	Environmental Reliance Letters	7
4.4	Condition of Property	7
4.5	Other Conditions	7
SECTION 5.	CONDITIONS TO SELLER’ OBLIGATION TO CLOSE	8
5.1	Purchase Price	8
5.2	Closing Documents	8
5.3	Other Conditions	8
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	8
6.1	Status and Authority of the Seller, Etc.	8
6.2	Action of the Seller, Etc.	8
6.3	No Violations of Agreements	8
6.4	Litigation	9

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6.5	Existing Leases, Etc.	9
6.6	Agreements, Etc.	10
6.7	Not a Foreign Person	10
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	11
7.1	Status and Authority of the Purchaser	12
7.2	Action of the Purchaser	12
7.3	No Violations of Agreements	12
7.4	Litigation	12
SECTION 8.	COVENANTS OF THE SELLER	13
8.1	Approval of Agreements	13
8.2	Operation of Property	13
8.3	Compliance with Laws, Etc.	13
8.4	Compliance with Agreements	13
8.5	Notice of Material Changes or Untrue Representations	13
8.6	Insurance	13
8.7	Cooperation	13
8.8	Approval of 2011 Capital Expenditure Budget	13
SECTION 9.	APPORTIONMENTS	14
9.1	Real Property Apportionments	14
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	17
10.1	Casualty	17
10.2	Condemnation	17
10.3	Survival	18
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	19
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	21
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	23
12.14	Arbitration	23
12.15	Like Kind Exchange	24
12.16	Recording	24

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12.17	Non-liability of Trustees of Purchaser	24
12.18	Waiver	25
12.19	Further Assurances	25
12.20	Financials	25
12.21	State Specific Provisions	25

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of June 14, 2010, by and between HUB REALTY FUNDING, INC., a Delaware corporation (the “Seller”), and GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1                   “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2                   “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3                   “Closing”  shall have the meaning given such term in Section 2.2.

1.4                   “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5                   “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6                   “Existing Title Policy”  shall mean the existing title insurance policy for the Property.

1.7                   “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8                   “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9                   “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10                 “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11                 “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12                 “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13                 “Purchase Price”  shall mean Twelve Million Five Hundred Fifty-Eight Thousand Seven Hundred Seventy-Seven Dollars ($12,558,777).

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1.14“Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15“Rent Roll”  shall mean Schedule B to this Agreement.

1.16“Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17“Title Company”  shall mean  Stewart Title Guaranty Company.

1.18“Update”shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 16, 2010, as the same may be accelerated or extended pursuant to this Section 2.2 (the “Closing Date”).

Notwithstanding the foregoing, either party may accelerate the Closing Date, by giving not less than ten (10) Business Days prior written notice (an “Acceleration Notice”) to the other, in which event the Closing Date shall be the date set forth in such Acceleration Notice, unless the party receiving the Acceleration Notice gives written notice (a “Rejection Notice”) to the other within five (5) Business Days after its receipt of the Acceleration Notice, which Rejection Notice either objects to the accelerated date set forth in the Acceleration Notice or proposes an alternative accelerated date acceptable to the other party.  In the event that any party shall give a Rejection Notice, the Closing Date shall either be not accelerated and shall occur as set forth in the first paragraph of this Section 

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2.2 or accelerated to such proposed alternative accelerated Closing Date; provided, however, that the Seller shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect any financing of the acquisition.

In addition, the Purchaser may extend the Closing Date for up to one hundred eighty (180) days (but no later than March 31, 2011), by giving not less than ten (10) Business Days prior written notice (an “Extension Notice”) to the Seller, in which event the Closing Date shall be the date set forth in such Extension Notice unless the Seller gives written notice (an “Extension Rejection Notice”) to the Purchaser within five (5) Business Days after its receipt of the Extension Notice which Extension Rejection Notice either objects to the extended date set forth in the Extension Notice or proposes an alternative extended date acceptable to the Purchaser, in which event, the Closing Date shall either be not extended and shall occur as set forth in the first paragraph of this Section 2.2 or extended to such proposed alternative extended Closing Date; provided, however, that the Seller shall have the right to give an Extension Rejection Notice only if the extension of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give an Extension Notice only if the extension of the Closing Date will adversely affect any financing of the acquisition.

2.3Purchase Price.

(a)At Closing, the Purchaser shall pay the Purchase Price, subject to adjustment as provided in Article 9, to the Seller.

(b)The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.TITLE, DILIGENCE MATERIALS, ETC.

3.1Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

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Within five (5) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5^th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2No Other Diligence.The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title

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examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and including, without limitation, (i) the Seller’s agreement to request the tenants thereunder to provide novation or other agreements as may be required under the Leases in connection with the assignment thereof to the Purchaser, and (ii) the Seller’s agreement to, within one (1) Business Day of receipt thereof, transfer to the Purchaser all rent and other payments made by the tenants under the Leases with respect to the period from and after the Closing Date, and to hold all such rent and other payments in trust for the benefit of the Purchaser pending transfer;

(c)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(d)A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it

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being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(e)To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(f)To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(g)A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(h)Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

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SECTION 5.CONDITIONS TO SELLER’ OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1Purchase Price.  The Purchaser shall deliver to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1Status and Authority of the Seller, Etc.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2Action of the Seller, Etc.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in

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any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5Existing Leases, Etc.Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of

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reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged

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breach, the Purchaser gives the Seller written notice prior to the expiration of said three hundred sixty (360) day period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and, subject to the representations and warranties made in this Agreement, shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

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7.1Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said three hundred sixty (360) period of such alleged breach with reasonable detail as to the nature of such breach.

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SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2Operation of Property.  To continue to operate the Property consistent with past practices.

8.3Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7Cooperation.  The Purchaser and the Seller shall reasonably cooperate in complying with the requirements under the Leases in connection with the transfer and assignment of the Property and the Leases to the Purchaser.  The provisions of this Section 8.7 shall survive the Closing hereunder.

8.8Approval of 2011 Capital Expenditure Budget.  In the event that the Closing Date shall be extended to a date on or after January 1, 2011 pursuant to the provisions of Section 2.2, the Seller shall prepare for the Purchaser’s review and approval

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a 2011 capital expenditure budget, which budget shall include, without limitation, budgeted items for “building improvements” and “development and redevelopment”.

SECTION 9.APPORTIONMENTS.

9.1Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	water rates and charges;
(vii)	sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing

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Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as

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landlord under Leases entered into by the Seller prior to the date hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget prepared as of March 31, 2010 (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts paid by the Seller prior to the Closing on account of capital expenditures under the CapEx Budget payable after the date hereof.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget prior to the date hereof.  A copy of the CapEx Budget has been previously provided to the Purchaser.

(i)If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2Closing Costs.

(a)The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title

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examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)Each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this

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Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.DEFAULT.

11.1Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement or (y) pursue a suit for specific performance.

11.2Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.MISCELLANEOUS.

12.1Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for

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any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3Publicity.  The parties agree that, except as otherwise required by law and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by

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mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)All such notices shall be addressed,

if to the Seller, to:

c/o HRPT Properties Trust
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
[Telecopier No. (617) 928-1305]

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34^th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
[Telecopier No. (213) 621-5035]

if to the Purchaser, to:

Government Properties Income Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David M. Blackman
[Telecopier No. (617) 796-8267]

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
[Telecopier No. (617) 338-2880]

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(d)By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any

21

constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8Counterparts, Etc.This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

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12.13Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one

23

counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Government Properties Income Trust, dated June 8, 2009, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Government Properties Income Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Government Properties Income Trust.  All persons dealing with Government Properties Income Trust in any way shall look only to the assets of Government Properties Income Trust for the payment of any sum or the performance of any obligation.

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12.18Waiver.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.

12.19Further Assurances.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.20Financials.  The Seller shall provide the Purchaser with access to the books and records of the Seller for the purpose of preparing audited financial statements for the Property with respect to the 2007, 2008, 2009 calendar years and stub 2010 period, such financial statements to be prepared at the Purchaser’s sole cost and expense.  The provisions of this Section 12.20 shall survive the Closing.

12.21State Specific Provisions.  The provisions set forth in Schedule D hereto are hereby incorporated herein by reference as if fully set forth herein.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB REALTY FUNDING, INC.,
a Delaware corporation
By:	/s/ John A. Mannix
Name:	John A. Mannix
Its:	President & Chief Investment Officer
PURCHASER:
GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust
By:	/s/ David M. Blackman
Name:	David M. Blackman
Its:	Treasurer & CFO

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SCHEDULE A

Land

[See attached legal description.]

711 14th Avenue

Safford, AZ

Legal Description

A parcel of land located in the Southeast Quarter of Section 7, Township 7 South, Range 26 East, Gila and Salt River Meridian, Graham County, Arizona, more particularly described as follows:

BEGINNING at a point which lies North 45 degrees 19 minutes 57 seconds East a distance of 71.00 feet from the South Quarter Corner of said Section 7;

Thence North 43 degrees 57 minutes 09 seconds West a distance of 15.07 feet;

Thence North 00 degrees 01 minutes 46 seconds West a distance of 543.19 feet;

Thence South 89 degrees 53 minutes 55seconds East a distance of 365.01 feet;

Thence South 00 degrees 02 minutes 00 seconds East a distance of 553.83 feet;

Thence North 89 degrees 55 minutes 50 seconds West a distance of 354.60 feet to the POINT OF BEGINNING.

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SCHEDULE B

Rent Roll

[See attached copy.]

INDEX
Lease

1.Lease Agreement (L08PL00479), dated September 25, 2008, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

ii

INDEX

Lease

1.Lease Agreement No. N-651-L-91-87, dated November 30, 1990, by and between Paige Associates, LTD. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).  Re:  Lease No. 1422N651-L-91-87

2.Supplemental Lease Agreement No. 1, dated April 25, 1991, by and between Paige Associates (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

3.Supplemental Lease Agreement No. 2, dated May 7, 1991, by and between Paige Associates (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

4.Supplemental Lease Agreement No. 3, dated July 25, 1991, by and between Paige Associates Ltd. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

5.Supplemental Lease Agreement No.4, dated June 5, 1992, by and between Paige Associates, Ltd. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

6.Supplemental Lease Agreement No. 5, - MISSING

7.Supplemental Lease Agreement No. 6, dated September 15, 1992, by and between Stafford Associates, Ltd. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

8.Supplemental Lease Agreement No. 7, dated October 5, 1992, by and between Stafford Associates, Ltd. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

9.Supplemental Lease Agreement No. 8, - MISSING

10.Supplemental Lease Agreement No. 9, dated January 20, 1993, by and between Stafford Associates, Ltd. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

11.Supplemental Lease Agreement No. 10, dated February 22, 1993, by and between Stafford Associates, Ltd. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

iii

12.Supplemental Lease Agreement No. 11, dated April 29, 1993, by and between Stafford Associates, Ltd. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

13.Supplemental Lease Agreement No. 12, dated September 21, 1993, by and between Stafford Associates, Ltd. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

14.Supplemental Lease Agreement No. 13,dated December 17, 1993, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

15.Supplemental Lease Agreement No. 14, dated August 16, 1994, by and between GovProp Funding, L.P. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).  Re:  Change of ownership.

16.Supplemental Lease Agreement No. 15, dated September 21, 1994, by and between GovProp Funding, L.P. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

17.Supplemental Lease Agreement No. 16, dated December 21, 1994, by and between GovProp Funding, L.P. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

18.Supplemental Lease Agreement No. 17, dated August 17, 1995, by and between GovProp Funding, L.P. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

19.Supplemental Lease Agreement No. 18, dated September 1, 1995, by and between GovProp Funding, L.P. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

20.Supplemental Lease Agreement No. 19, dated September 18, 1995, by and between GovProp Funding, L.P. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

21.Supplemental Lease Agreement No. 20, dated December 6, 1995, by and between GovProp Funding, L.P. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

22.Supplemental Lease Agreement No. 21, dated May14, 1996, by and between Rosecliff Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

iv

23.Supplemental Lease Agreement No. 22, dated October 10, 1996, by and between GovProp Funding, L.P. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

24.Supplemental Lease Agreement No. 23, dated February 20, 1997, by and between Rosecliff Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

25.Supplemental Lease Agreement No. 24, - MISSING

26.Supplemental Lease Agreement No. 25, dated August 20, 1997, by and between Hub Realty Funding (“Owner/Lessor”) and the United States of America (“Government/Lessee”).  Re:  Change of ownership.

27.Supplemental Lease Agreement No. 00 (Lease No. NC-L-99-0056),dated September 30, 1998, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).   Note:  Lease No. 1422N651-L-91-87 is changed to Lease No. NC-L-99-0056.

28.Supplemental Lease Agreement No. 1,dated November 6, 1998, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

29.Supplemental Lease Agreement No. 2,dated June 28, 1999, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

30.Supplemental Lease Agreement No. 3,dated August 20, 1999, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

31.Supplemental Lease Agreement No. 4,dated August 20, 1999, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

32.Supplemental Lease Agreement No. 5,dated October 24, 1999, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

33.Supplemental Lease Agreement No. 6,dated February 9, 2000, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

v

34.Supplemental Lease Agreement No. 7,dated May 5, 2000, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

35.Supplemental Lease Agreement No. 8,dated October 19, 2000, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

36.Supplemental Lease Agreement No. 9,dated December 12, 2000, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

37.Supplemental Lease Agreement No. 10,dated May 4, 2001, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

38.Supplemental Lease Agreement No. 11, - MISSING

39.Supplemental Lease Agreement No. 12,dated March 26, 2002, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

40.Supplemental Lease Agreement No. 14,dated October 8, 2002, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

41.Supplemental Lease Agreement No. 15-19, - MISSING

42.Supplemental Lease Agreement No. 20,dated November 2, 2004, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

43.Supplemental Lease Agreement No. 21-25, - MISSING

44.Supplemental Lease Agreement No. 26,dated November 15, 2006, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

45.Supplemental Lease Agreement No. 27,dated December 1, 2006, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

46.Supplemental Lease Agreement No. 28-29, - MISSING

vi

47.Supplemental Lease Agreement No. 30,dated July 18, 2008, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

48.Supplemental Lease Agreement No. 31,dated July 18, 2008, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

vii

SCHEDULE C

Form of Deed

[See attached copy.]

When recorded, return to: Willkie Farr & Gallagher 153 East 53rd Street New York, N.Y. 10022 Attention: Eugene A. Pinover, Esq. [ILLEGIBLE]

94151

102-18.64

SPECIAL WARRANTY DEED

For the consideration of Ten Dollars ($10.00) and other valuable considerations, SAFFORD ASSOCIATES, LTD., a Pennsylvania limited partnership, having an address at 1205 Airedale Drive, Bethel Park, Pennsylvania 15102 (“Grantor”), hereby conveys to GOVPROP FUNDING, L.P., a Delaware limited partnership, having an address c/o Rosecliff Realty, Inc., 712 Fifth Avenue, New York, New York 10019 (“Grantee”), the following real property (the “Property”) located at [ILLEGIBLE] 711 14th Ave, in the City of Safford, Graham County, State of Arizona, together with all rights and privileges appurtenant thereto:

SEE EXHIBIT A.

SUBJECT to the matters set forth on EXHIBIT B.

This grant shall include, without warranty, all mineral rights and water rights, and all other appurtenant rights and privileges, including, but not limited to, rights in adjacent strips of land, easements and rights of way.

Grantor warrants title to the Property as against the acts of the Grantor and none other, subject to the matters set forth above.

IN WITNESS WHEREOF, Grantor has executed this Special Warranty Deed on this 16th day of June, 1994.

	SAFFORD ASSOCIATES, LTD.,
	a Pennsylvania limited partnership
Witness:	By:	/s/ Thomas A. Kirsch,
		Thomas A. Kirsch,
[ILLEGIBLE]		General Partner
		[ILLEGIBLE]

ii

THE STATE OF NEW YORK	)
	)	. :ss
COUNTY OF NEW YORK	)

The foregoing instrument was acknowledged before me this 15th day of June, 1994 by Thomas A. Kirsch, the General Partner of Safford Associates, Ltd., a Pennsylvania limited partnership,

ACKNOWLEDGED BEFORE ME this 15th day of June, 1994.

[ILLEGIBLE]

Notary Public in and for the State of

Yasuko Noguchi

Printed Name of Notary

My commission Expires:

[ILLEGIBLE]

[ILLEGIBLE]

iii

EXHIBIT A

LEGAL DESCRIPTION FILE NO: 94151

A parcel of land located in the Southeast Quarter of Section 7, Township 7 South, Range 26 East of the Gila and Salt River Base and Meridian, Graham County, Arizona, more particularly described as follows:

Beginning at a point which lies North 45 deg. 19’ 57” East a distance of 71.0 feet from the South 1/4 corner of said Section 7; THENCE North 43 deg. 57’ 09” West a distance of 15.07 feet;

THENCE North 00 deg. 01’ 46” West a distance of 543.19 feet;

THENCE South 89 deg. 53’ 55” East a distance of 365.01 feet;

THENCE South 00 deg. 02’ 00” East a distance of 553.83 feet;

THENCE North 89 deg. 55’ 50” West a distance of 354.60 feet to the POINT OF BEGINNING.

[ILLEGIBLE]

iv

EXHIBIT B

Permitted Exceptions

SCHEDULE B                                        FILE NO:  94151

THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE BY REASON OF THE FOLLOWING:

1994 real property taxes, a lien, not yet due or payable.

Graham County Parcel #102-18-064

1.Reservation contained in the patent from the United States of America recorded in Book 4, page 95, Clause No. 1-A, reading as follows:

Subject to any vested and accrued water rights for mining, agricultural, manufacturing or other purposes, and rights to ditches and reservoirs used in connection with such water rights as may be recognized and acknowledged by the local customs, laws and decisions of courts, and also subject to the right of the proprietor of a vein or lode to extract and remove his ore therefrom, should the same be found to penetrate or intersect the premises hereby granted, as provided by law.

2.Easement dated December 24, 1974, recorded May 22, 1975, in Docket 235, page 348 and as shown on survey prepared by R. Grant Howard, RLS of Munoz Engineering dated 1/9/93 (the “Survey”).

Grantor: ARMAND H. BIRDNO

Grantee: MOUNTAIN STATES TELEPHONE AND TELEGRAPH COMPANY

3.Terms, conditions and provisions contained in that certain unrecorded Lease dated November 30, 1990, by and between PAIGH ASSOCIATES, LTD., now SAFFORD ASSOCIATES, LTD., a Pennsylvania Limited Partnership and United States of America (Government), and all amendments and modifications of said Lease.

4.Encroachments along west and south sides of the property to be insured herein, as disclosed by Survey provided, Job Number 94-05, dated May 4, 1994 prepared by R. Grant Howard, RLS of MUNOZ ENGINEERING, INC.

5.Water rights, claims or titles to water, whether or not the matters excepted are shown by the public records.

[ILLEGIBLE]

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SCHEDULE D

State Specific Provisions

ARIZONA

1.             No Thirteen Days Notice.  Notwithstanding anything to the contrary contained herein, the Seller and the Purchaser hereby specifically reject any clause, code or statute purportedly granting a time (whether 13 days or otherwise) during which a defaulting party might cure its default, and the Seller and the Purchaser hereby affirmatively state and agree that, upon the default of any party to this Agreement, the parties shall abide by the waiver set forth in this section, and the non-defaulting party may immediately invoke any of its remedies in accordance with the terms of this Agreement.

EX-10.2

Exhibit 10.2

400 State Ave., Kansas City, KS

PURCHASE AND SALE AGREEMENT

by and between

HUB REALTY FUNDING, INC.

as Seller,

and

GOVERNMENT PROPERTIES INCOME TRUST,

as Purchaser

June 14, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	4
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	5
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	6
4.1	Closing Documents	6
4.2	Title Policy	7
4.3	Environmental Reliance Letters	7
4.4	Condition of Property	7
4.5	Other Conditions	7
SECTION 5.	CONDITIONS TO SELLER’ OBLIGATION TO CLOSE	8
5.1	Purchase Price	8
5.2	Closing Documents	8
5.3	Other Conditions	8
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	8
6.1	Status and Authority of the Seller, Etc.	8
6.2	Action of the Seller, Etc.	8
6.3	No Violations of Agreements	8
6.4	Litigation	9

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6.5	Existing Leases, Etc.	9
6.6	Agreements, Etc.	10
6.7	Not a Foreign Person	10
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	11
7.1	Status and Authority of the Purchaser	12
7.2	Action of the Purchaser	12
7.3	No Violations of Agreements	12
7.4	Litigation	12
SECTION 8.	COVENANTS OF THE SELLER	13
8.1	Approval of Agreements	13
8.2	Operation of Property	13
8.3	Compliance with Laws, Etc.	13
8.4	Compliance with Agreements	13
8.5	Notice of Material Changes or Untrue Representations	13
8.6	Insurance	13
8.7	Cooperation	13
8.8	Approval of 2011 Capital Expenditure Budget	13
SECTION 9.	APPORTIONMENTS	14
9.1	Real Property Apportionments	14
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	17
10.1	Casualty	17
10.2	Condemnation	17
10.3	Survival	18
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	19
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	21
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	23
12.14	Arbitration	23
12.15	Like Kind Exchange	24
12.16	Recording	24

ii

12.17	Non-liability of Trustees of Purchaser	24
12.18	Waiver	25
12.19	Further Assurances	25
12.20	Financials	25

iii

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of June 14, 2010, by and between HUB REALTY FUNDING, INC., a Delaware corporation (the “Seller”), and GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1           “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2           “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3           “Closing”  shall have the meaning given such term in Section 2.2.

1.4           “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5           “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6           “Existing Title Policy”  shall mean the existing title insurance policy for the Property.

1.7           “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8           “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9           “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10         “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11         “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12         “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13         “Purchase Price”  shall mean Thirteen Million One Hundred Eleven Thousand Five Hundred Sixty Dollars ($13,111,560).

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1.14         “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15         “Rent Roll”  shall mean Schedule B to this Agreement.

1.16         “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17         “Title Company”  shall mean Stewart Title Guaranty Company.

1.18         “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1           Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2           Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 16, 2010, as the same may be accelerated or extended pursuant to this Section 2.2 (the “Closing Date”).

Notwithstanding the foregoing, either party may accelerate the Closing Date, by giving not less than ten (10) Business Days prior written notice (an “Acceleration Notice”) to the other, in which event the Closing Date shall be the date set forth in such Acceleration Notice, unless the party receiving the Acceleration Notice gives written notice (a “Rejection Notice”) to the other within five (5) Business Days after its receipt of the Acceleration Notice, which Rejection Notice either objects to the accelerated date set forth in the Acceleration Notice or proposes an alternative accelerated date acceptable to the other party.  In the event that any party shall give a Rejection Notice, the Closing Date shall either be not accelerated and shall occur as set forth in the first paragraph of this Section 

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2.2 or accelerated to such proposed alternative accelerated Closing Date; provided, however, that the Seller shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect any financing of the acquisition.

In addition, the Purchaser may extend the Closing Date for up to one hundred eighty (180) days (but no later than March 31, 2011), by giving not less than ten (10) Business Days prior written notice (an “Extension Notice”) to the Seller, in which event the Closing Date shall be the date set forth in such Extension Notice unless the Seller gives written notice (an “Extension Rejection Notice”) to the Purchaser within five (5) Business Days after its receipt of the Extension Notice which Extension Rejection Notice either objects to the extended date set forth in the Extension Notice or proposes an alternative extended date acceptable to the Purchaser, in which event, the Closing Date shall either be not extended and shall occur as set forth in the first paragraph of this Section 2.2 or extended to such proposed alternative extended Closing Date; provided, however, that the Seller shall have the right to give an Extension Rejection Notice only if the extension of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give an Extension Notice only if the extension of the Closing Date will adversely affect any financing of the acquisition.

2.3           Purchase Price.

(a)       At Closing, the Purchaser shall pay the Purchase Price, subject to adjustment as provided in Article 9, to the Seller.

(b)      The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.         TITLE, DILIGENCE MATERIALS, ETC.

3.1           Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

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Within five (5) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5^th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2           No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title

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examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.         CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1           Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)       A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)      An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and including, without limitation, (i) the Seller’s agreement to request the tenants thereunder to provide novation or other agreements as may be required under the Leases in connection with the assignment thereof to the Purchaser, and (ii) the Seller’s agreement to, within one (1) Business Day of receipt thereof, transfer to the Purchaser all rent and other payments made by the tenants under the Leases with respect to the period from and after the Closing Date, and to hold all such rent and other payments in trust for the benefit of the Purchaser pending transfer;

(c)       An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(d)      A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it

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being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(e)       To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(f)       To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(g)      A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(h)      Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2           Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3           Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4           Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5           Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

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SECTION 5.         CONDITIONS TO SELLER’ OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1           Purchase Price.  The Purchaser shall deliver to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2           Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3           Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.         REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1           Status and Authority of the Seller, Etc.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2           Action of the Seller, Etc.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3           No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in

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any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4           Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5           Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of

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reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6           Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7           Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged

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breach, the Purchaser gives the Seller written notice prior to the expiration of said three hundred sixty (360) day period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and, subject to the representations and warranties made in this Agreement, shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

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7.1           Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2           Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3           No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4           Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said three hundred sixty (360) period of such alleged breach with reasonable detail as to the nature of such breach.

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SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1           Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2           Operation of Property.  To continue to operate the Property consistent with past practices.

8.3           Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4           Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5           Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6           Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7           Cooperation.  The Purchaser and the Seller shall reasonably cooperate in complying with the requirements under the Leases in connection with the transfer and assignment of the Property and the Leases to the Purchaser.  The provisions of this Section 8.7 shall survive the Closing hereunder.

8.8           Approval of 2011 Capital Expenditure Budget.  In the event that the Closing Date shall be extended to a date on or after January 1, 2011 pursuant to the provisions of Section 2.2, the Seller shall prepare for the Purchaser’s review and approval

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a 2011 capital expenditure budget, which budget shall include, without limitation, budgeted items for “building improvements” and “development and redevelopment”.

SECTION 9.         APPORTIONMENTS.

9.1           Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	water rates and charges;
(vii)	sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)      If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing

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Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)       If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)      If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)       No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)       At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)      Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as

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landlord under Leases entered into by the Seller prior to the date hereof.

(h)      Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget prepared as of March 31, 2010 (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts paid by the Seller prior to the Closing on account of capital expenditures under the CapEx Budget payable after the date hereof.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget prior to the date hereof.  A copy of the CapEx Budget has been previously provided to the Purchaser.

(i)        If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)        If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2           Closing Costs.

(a)       The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title

16

examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)      The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)       Each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1         Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2         Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this

17

Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3         Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.       DEFAULT.

11.1         Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement or (y) pursue a suit for specific performance.

11.2         Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.       MISCELLANEOUS.

12.1         Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for

18

any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2         Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3         Publicity.  The parties agree that, except as otherwise required by law and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4         Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by

19

mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)      All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)       All such notices shall be addressed,

if to the Seller, to:

c/o HRPT Properties Trust
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
[Telecopier No. (617) 928-1305]

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34^th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
[Telecopier No. (213) 621-5035]

if to the Purchaser, to:

Government Properties Income Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David M. Blackman
[Telecopier No. (617) 796-8267]

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
[Telecopier No. (617) 338-2880]

20

(d)      By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5         Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6         Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7         Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any

21

constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8         Counterparts, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9         Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10       Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11       Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12       Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

22

12.13       Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14       Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one

23

counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15       Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16       Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17       Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Government Properties Income Trust, dated June 8, 2009, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Government Properties Income Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Government Properties Income Trust.  All persons dealing with Government Properties Income Trust in any way shall look only to the assets of Government Properties Income Trust for the payment of any sum or the performance of any obligation.

24

12.18       Waiver.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.

12.19       Further Assurances.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.20       Financials.  The Seller shall provide the Purchaser with access to the books and records of the Seller for the purpose of preparing audited financial statements for the Property with respect to the 2007, 2008, 2009 calendar years and stub 2010 period, such financial statements to be prepared at the Purchaser’s sole cost and expense.  The provisions of this Section 12.20 shall survive the Closing.

[Signature page follows.]

25

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB REALTY FUNDING, INC., a Delaware corporation
By:	/s/ John A. Mannix
Name:	John A. Mannix
Its:	President & Chief Investment Officer
PURCHASER:
GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust
By:	/s/ David M. Blackman
Name:	David M. Blackman
Its:	Treasurer & CFO

26

SCHEDULE A

Land

[See attached legal description.]

4th Street and State Avenue

Kansas City, KS

Legal Description

Lot 3. Replat of Lot 6. Parcel 1B and Lot 7. Parcel 1A. GATEWAY, a subdivision of land in Kansas City, Wyandotte County, Kansas, according to the recorded plat thereof, recorded in Book 38 Plats, at Page 11.

More fully described as follows: A tract of land in the Southeast 1/4 of Section 10, all in Township 11, Range 25, in Wyandotte County, Kansas, more particularly described as follows: Beginning at the point of intersection of the center line of Washington Avenue with the centerline of 5th Street, as said streets are now established, said point being 50.00 feet South of and 40.00 feet East of the Southeast corner of Lot 54, Block 90. In the original town of Wyandotte, now a part of Kansas City, Wyandotte County, Kansas; thence due South along the centerline of said 5th Street, 50.00 feet; thence South 89 Degrees 59 Minutes 30 Seconds East, 670.42 feet parallel to the centerline of Washington Ave; thence South 71 Degrees 51 Minutes 20 Seconds East, 48.17 feet; thence due South 8.00 feet; thence due East 13.00 feet to the true point of beginning of the tract of land hereinafter described; thence due East 67.00 feet; thence due North 12.86 feet; thence on a curve to the right, having a radius of 342.00 feet, and an arc distance of 363.81 feet; thence South 11 Degrees 39 Minutes 20 Seconds East, 139.25 feet; thence South 5 Degrees 42 Minutes 43 Seconds west, 247.23 feet; thence Southerly on a curve to the right, tangent to the last described course having a radius of 1088.00 feet, and an arc distance of 80.39 feet; thence continuing Southerly on a curve to the left having a radius of 1112.00 feet, and an arc distance of 24.28 feet; thence due West 346.03 feet; thence due North 496.00 feet; thence due East 13.00 feet; thence due North 185.39 feet to the true point of beginning.

ii

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

1.Lease Agreement, dated March 26, 2008, by and between Hub Realty Funding, Inc. (“Landlord”) and the University of Kansas Center for Research Inc. (“Tenant”).

ii

INDEX

Lease

1.Lease Agreement, dated March 31, 1995, by and between Gateway Complex, Inc. (“Lessor”) and UAW - GM Legal Services Plan (“Lessee”).

2.First Amendment to Lease, dated May 15, 1998, by and between Hub Realty Funding, Inc. (“Lessor”) and UAW - GM Legal Services Plan (“Lessee”).

3.Second Amendment to Lease, dated June 8, 2001, by and between Hub Realty Funding, Inc. (“Lessor”) and UAW - GM Legal Services Plan (“Lessee”).

4.Third Amendment to Lease, dated March 26, 2004, by and between Hub Realty Funding, Inc. (“Lessor”) and UAW - GM Legal Services Plan (“Lessee”).

5.Fourth Amendment to Lease, dated March 5, 2008, by and between Hub Realty Funding, Inc. (“Landlord”) and UAW - GM Legal Services Plan (“Tenant”).

iii

INDEX

Lease

1.Lease Agreement, dated April 19, 2000, by and between Hub Realty Funding, Inc. (“Lessor”) and University of Kansas Center for Research, Inc. dba Veterans Upward Bound (“Lessee”).

2.First Amendment to Lease, dated December 5, 2005, by and between Hub Realty Funding, Inc. (“Lessor”) and University of Kansas Center for Research, Inc. dba Veterans Upward Bound (“Lessee”).

3.Second Amendment to Lease, dated October 1, 2009, by and between Hub Realty Funding, Inc. (“Landlord”) and University of Kansas Center for Research, Inc. dba Veterans Upward Bound (“Lessee”).

iv

INDEX

Lease

1.Lease Agreement, dated February 3, 1995, by and between Gateway Complex, Inc. (“Landlord”) and School of Education, University of Kansas (“Tenant”).     Re:  Expired (Term October 1, 1994 — September 30, 1998).

2.Lease Agreement, dated April 19, 2000, by and between Hub Realty Funding, Inc. (“Landlord”) and University of Kansas Center for Research, Inc. dba Education Talent Search (“Tenant”).

3.First Amendment to Lease, dated December 5, 2005, by and between Hub Realty Funding, Inc. (“Landlord”) and University of Kansas Center for Research, Inc. dba Education Talent Search (“Tenant”).

4.Second Amendment to Lease, dated March 14, 2007, by and between Hub Realty Funding, Inc. (“Landlord”) and University of Kansas Center for Research, Inc. dba Education Talent Search (“Tenant”).

v

INDEX

Lease

1.Lease Agreement (GS-06P-40008), dated July 19, 2004, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

vi

INDEX

Lease

1.Lease Agreement (GS-06P-70098), dated February 14, 2008, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

2.Supplemental Lease Agreement No. 1, undated, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

3.Supplemental Lease Agreement No. 2, dated November 24, 2008, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

4.Supplemental Lease Agreement No. 3 (Revised), dated August 31, 2009, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”). — COPY ONLY

vii

INDEX

Lease

1.Lease Agreement (GS-06P-30087), dated January 7, 2004, by and between Gateway Complex, Inc. (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

viii

INDEX

Lease

1.Lease Agreement (GS-06P-60022), dated June 8, 2006, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

2.Supplemental Lease Agreement No. 1, dated March 20, 2008, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

ix

INDEX

Lease

1.Lease Agreement, dated March 12, 2009, by and between Hub Realty Funding, Inc. (“Landlord”) and Kansas Legal Services (“Tenant”).

x

INDEX

Lease

1.Lease Agreement, dated December 31, 1998, by and between Hub Realty Funding (“Lessor”) and Mu Nam Won dba Won’s Trading Company (“Lessee”).

2.First Amendment to Lease,dated March 28, 2003, by and between Hub Realty Funding, Inc. (“Lessor”) and Mu Nam Won formerly dba Won’s Trading Company (“Lessee”).

3.Assignment Letter, dated March 31, 2004, from Mu Nam Won (“Lesse”) to Hub Realty Funding (“Lessor”). Re: Roger and Song Peterson (“Assignee”) effective May 1, 2004.

4.Consent to Assignment of Lease, dated April 18, 2004, by and among Hub Realty Funding, Inc. (“Landlord”), Mu Nam Won (“Tenant”), and Roger and Song Peterson dba Tower Deli II (“Assignee”).

5.Second Amendment to Lease, dated January 16, 2008, by and between Hub Realty Funding, Inc. (“Landlord”) and Song Peterson and Roger Peterson d/b/a Tower II Deli (“Tenant”)

xi

INDEX

Lease

1.Lease Agreement, dated September 8, 2006, by and between Hub Realty Funding, Inc. (“Landlord”) and Aline E. Pryor, Attorney-At-Law, P.A. (“Tenant”).

2.Guaranty, dated September 8, 2006, from Aline E. Pryor and George Holler (“Guarantor”) to Hub Realty Funding Inc. (“Landlord”).

xii

INDEX

Lease

1.Lease Agreement, dated June 18, 2004, by and between Hub Realty Funding, Inc. (“Lessor”) and University of Kansas Medical Center Research Institute, Inc. (“Lessee”). Re: Ste. 900, 1001 & 101, commencing July 1, 2004 — June 30, 2006.

2.First Amendment to Lease, dated June 29, 2005, by and between Hub Realty Funding, Inc. (“Lessor”) and University of Kansas Medical Center Research Institute, Inc. (“Lessee”).

3.Second Amendment to Lease, dated September 8, 2006, by and between Hub Realty Funding, Inc. (“Lessor”) and University of Kansas Medical Center Research Institute, Inc. (“Lessee”).

4.Third Amendment to Lease, dated March 1, 2008, by and between Hub Realty Funding, Inc. (“Landlord”) and University of Kansas Medical Center Research Institute, Inc. (“Tenant”).

5.Fourth Amendment to Lease, dated June 22, 2009, by and between Hub Realty Funding, Inc. (“Landlord”) and University of Kansas Medical Center Research Institute, Inc. (“Tenant”). Re: Term is extended for a period of one (1) year commencing on July 1, 2009 and expiring on June 30, 2010.

xiii

SCHEDULE C

Form of Deed

[See attached copy.]

[ILLEGIBLE] Title		[ILLEGIBLE]
114 North Cherry	vesting deed
Olathe, KS 66061
15631

1230924

KANSAS GENERAL WARRANTY DEED

THIS INDENTURE, made this 26th day of September, 1996, by and between GATEWAY COMPLEX, INC., a Kansas corporation (“Grantor”), and ROSECLIFF REALTY FUNDING, INC., a Delaware corporation (“Grantee”). Mailing address of Grantee is 1775 Pennsylvania Avenue, N.W., Suite 1000, Washington, D.C. 20006.

WITNESSETH, that Grantor, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration to Grantor duly paid, the receipt of which is hereby acknowledged, does by these presents CONVEY and WARRANT unto Grantee and Grantee’s successors and assigns, the following-described property (collectively, the “Property”):

(A)         The real property described on Exhibit A attached hereto and incorporated herein by reference (the “Land”);

(B)          All improvements on the Land (the “Improvements”);

(C)          All and singular the estates, rights privileges, easements and appurtenances belonging or in any wise appertaining to the Land and the Improvements.

SUBJECT TO all recorded covenants, restrictions, conditions, easements, reservations, agreements, and rights-of-way, to the extent, but only to the extent that the same are valid and subsisting and apply to the Land and Improvements or any part thereof.

TO HAVE AND TO HOLD the Property with all and singular the tenements, hereditaments and appurtenances thereto belonging or in any wise appertaining, unto Grantee and Grantee’s successors and assigns, forever, Grantor hereby covenanting that Grantor is lawfully seized of an indefeasible estate in fee of the Property, that Grantor has good right to convey the same, that the Property is free and clear from any encumbrance done or suffered by Grantor or those under whom Grantor claims except as set forth above, land that Grantor will warrant and defend the title to the Property unto Grantee and Grantee’s successors and assigns forever against the lawful claims and demands of all persons whomsoever except as set forth above.

STATE OF KANSAS, WYANDOTTE COUNTY

Entered in transfer record in my office this

[ILLEGIBLE] Day of [ILLEGIBLE]

/s/ [ILLEGIBLE]

County Clerk

By Ramirez Deputy

2

[ILLEGIBLE]

IN WITNESS WHEREOF, Grantor has caused this Deed to be executed the day and year first above written.

GATEWAY COMPLEX, INC. a Kansas corporation,
By:	/s/ [ILLEGIBLE]
	Name:	Donald A. Wheaton
	Title:	Pres.
(CORPORATE SEAL)
ATTEST:
By:	/s/ [ILLEGIBLE]
	Name:	Robert W. Code
	Title:	Secretary

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[ILLEGIBLE]

STATE OF: KANSAS	)
	)	ss:
COUNTY OF: JOHNSON	)

BE IT REMEMBERED that on this 26th day of September, 1996, before me, a Notary Public in and for said County and State, personally appeared DONALD A. WHEATON and ROBERT W. CODE, to me personally known to be the persons described in and who executed the foregoing instrument, who, being by me duly sworn, did say that they are the President and Secretary, respectively, of Gateway Complex, Inc. a Kansas corporation, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its board of directors, and said persons acknowledged said instrument to be the free act and deed of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year last above written.

	/s/ Doris E. Alonge
	Notary Public
	Name:	Doris E. Alonge
My Commission Expires:

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[ILLEGIBLE]

EXHIBIT A

380110

LOT 3, A REPLAT OF LOT 6, PARCEL 1B AND LOT 7. PARCEL lA, GATEWAY, a subdivision of land in Kansas City, Wyandotte County, Kansas, according to the recorded plat thereof.

[ILLEGIBLE]

[ILLEGIBLE]

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EX-10.3

Exhibit 10.3

One Montvale Ave., Stoneham, MA

PURCHASE AND SALE AGREEMENT

by and between

HUB ACQUISITION TRUST,

as Seller,

and

GOVERNMENT PROPERTIES INCOME TRUST,

as Purchaser

June 14, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	4
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	5
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	6
4.1	Closing Documents	6
4.2	Title Policy	7
4.3	Environmental Reliance Letters	7
4.4	Condition of Property	7
4.5	Other Conditions	7
SECTION 5.	CONDITIONS TO SELLER’ OBLIGATION TO CLOSE	8
5.1	Purchase Price	8
5.2	Closing Documents	8
5.3	Other Conditions	8
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	8
6.1	Status and Authority of the Seller, Etc.	8
6.2	Action of the Seller, Etc.	8
6.3	No Violations of Agreements	8
6.4	Litigation	9

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6.5	Existing Leases, Etc.	9
6.6	Agreements, Etc.	10
6.7	Not a Foreign Person	10
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	11
7.1	Status and Authority of the Purchaser	12
7.2	Action of the Purchaser	12
7.3	No Violations of Agreements	12
7.4	Litigation	12
SECTION 8.	COVENANTS OF THE SELLER	13
8.1	Approval of Agreements	13
8.2	Operation of Property	13
8.3	Compliance with Laws, Etc.	13
8.4	Compliance with Agreements	13
8.5	Notice of Material Changes or Untrue Representations	13
8.6	Insurance	13
8.7	Cooperation	13
8.8	Approval of 2011 Capital Expenditure Budget	13
SECTION 9.	APPORTIONMENTS	14
9.1	Real Property Apportionments	14
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	17
10.1	Casualty	17
10.2	Condemnation	17
10.3	Survival	18
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	19
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	21
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	23
12.14	Arbitration	23
12.15	Like Kind Exchange	24
12.16	Recording	24

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12.17	Non-liability of Trustees of Seller	24
12.18	Non-liability of Trustees of Purchaser	24
12.19	Waiver	25
12.20	Further Assurances	25
12.21	Financials	25

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of June 14, 2010, by and between HUB ACQUISITION TRUST, a Maryland real estate investment trust (the “Seller”), and GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1“Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2“Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3“Closing”  shall have the meaning given such term in Section 2.2.

1.4“Closing Date”  shall have the meaning given such term in Section 2.2.

1.5“Existing Survey”shall mean the existing ALTA survey of the Property.

1.6“Existing Title Policy”shall mean the existing title insurance policy for the Property.

1.7“Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8“Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9“Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10“Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11“Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12“Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13“Purchase Price”  shall mean Fourteen Million Seven Hundred Eight Thousand Six Hundred Ninety-Four Dollars ($14,708,694).

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1.14“Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15“Rent Roll”  shall mean Schedule B to this Agreement.

1.16“Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17“Title Company”  shall mean Stewart Title Guaranty Company.

1.18“Update”shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 16, 2010, as the same may be accelerated or extended pursuant to this Section 2.2 (the “Closing Date”).

Notwithstanding the foregoing, either party may accelerate the Closing Date, by giving not less than ten (10) Business Days prior written notice (an “Acceleration Notice”) to the other, in which event the Closing Date shall be the date set forth in such Acceleration Notice, unless the party receiving the Acceleration Notice gives written notice (a “Rejection Notice”) to the other within five (5) Business Days after its receipt of the Acceleration Notice, which Rejection Notice either objects to the accelerated date set forth in the Acceleration Notice or proposes an alternative accelerated date acceptable to the other party.  In the event that any party shall give a Rejection Notice, the Closing Date shall either be not accelerated and shall occur as set forth in the first paragraph of this Section

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2.2 or accelerated to such proposed alternative accelerated Closing Date; provided, however, that the Seller shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect any financing of the acquisition.

In addition, the Purchaser may extend the Closing Date for up to one hundred eighty (180) days (but no later than March 31, 2011), by giving not less than ten (10) Business Days prior written notice (an “Extension Notice”) to the Seller, in which event the Closing Date shall be the date set forth in such Extension Notice unless the Seller gives written notice (an “Extension Rejection Notice”) to the Purchaser within five (5) Business Days after its receipt of the Extension Notice which Extension Rejection Notice either objects to the extended date set forth in the Extension Notice or proposes an alternative extended date acceptable to the Purchaser, in which event, the Closing Date shall either be not extended and shall occur as set forth in the first paragraph of this Section 2.2 or extended to such proposed alternative extended Closing Date; provided, however, that the Seller shall have the right to give an Extension Rejection Notice only if the extension of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give an Extension Notice only if the extension of the Closing Date will adversely affect any financing of the acquisition.

2.3Purchase Price.

(a)At Closing, the Purchaser shall pay the Purchase Price, subject to adjustment as provided in Article 9, to the Seller.

(b)The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.TITLE, DILIGENCE MATERIALS, ETC.

3.1Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

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Within five (5) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the Seller given on or prior to the fifth (5^th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2No Other Diligence.The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title

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examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and including, without limitation, (i) the Seller’s agreement to request the tenants thereunder to provide novation or other agreements as may be required under the Leases in connection with the assignment thereof to the Purchaser, and (ii) the Seller’s agreement to, within one (1) Business Day of receipt thereof, transfer to the Purchaser all rent and other payments made by the tenants under the Leases with respect to the period from and after the Closing Date, and to hold all such rent and other payments in trust for the benefit of the Purchaser pending transfer;

(c)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(d)A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it

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being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(e)To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(f)To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(g)A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(h)Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

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SECTION 5.CONDITIONS TO SELLER’ OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1Purchase Price.  The Purchaser shall deliver to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1Status and Authority of the Seller, Etc.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2Action of the Seller, Etc.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in

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any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5Existing Leases, Etc.Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of

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reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged

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breach, the Purchaser gives the Seller written notice prior to the expiration of said three hundred sixty (360) day period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and, subject to the representations and warranties made in this Agreement, shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

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7.1Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said three hundred sixty (360) period of such alleged breach with reasonable detail as to the nature of such breach.

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SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2Operation of Property.  To continue to operate the Property consistent with past practices.

8.3Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7Cooperation.  The Purchaser and the Seller shall reasonably cooperate in complying with the requirements under the Leases in connection with the transfer and assignment of the Property and the Leases to the Purchaser.  The provisions of this Section 8.7 shall survive the Closing hereunder.

8.8Approval of 2011 Capital Expenditure Budget.  In the event that the Closing Date shall be extended to a date on or after January 1, 2011 pursuant to the provisions of Section 2.2, the Seller shall prepare for the Purchaser’s review and approval

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a 2011 capital expenditure budget, which budget shall include, without limitation, budgeted items for “building improvements” and “development and redevelopment”.

SECTION 9.APPORTIONMENTS.

9.1Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	water rates and charges;
(vii)	sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing

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Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as

15

landlord under Leases entered into by the Seller prior to the date hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget prepared as of March 31, 2010 (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts paid by the Seller prior to the Closing on account of capital expenditures under the CapEx Budget payable after the date hereof.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget prior to the date hereof.  A copy of the CapEx Budget has been previously provided to the Purchaser.

(i)If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2Closing Costs.

(a)The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title

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examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)Each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this

17

Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.DEFAULT.

11.1Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement or (y) pursue a suit for specific performance.

11.2Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.MISCELLANEOUS.

12.1Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for

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any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3Publicity.  The parties agree that, except as otherwise required by law and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by

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mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)All such notices shall be addressed,

if to the Seller, to:

c/o HRPT Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. John C. Popeo
[Telecopier No. (617) 928-1305]

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34^th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
[Telecopier No. (213) 621-5035]

if to the Purchaser, to:

Government Properties Income Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David M. Blackman
[Telecopier No. (617) 796-8267]

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
Attn:  Nancy S. Grodberg, Esq.
[Telecopier No. (617) 338-2880]

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(d)By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any

21

constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8Counterparts, Etc.This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

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12.13Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one

23

counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17Non-liability of Trustees of Seller.  The Declaration of Trust of the Seller, dated March 14, 1997, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller, in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.

12.18Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Government Properties Income Trust, dated June 8, 2009, as amended and

24

supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Government Properties Income Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Government Properties Income Trust.  All persons dealing with Government Properties Income Trust, in any way shall look only to the assets of Government Properties Income Trust for the payment of any sum or the performance of any obligation.

12.19Waiver.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.

12.20Further Assurances.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.21Financials.  The Seller shall provide the Purchaser with access to the books and records of the Seller for the purpose of preparing audited financial statements for the Property with respect to the 2007, 2008, 2009 calendar years and stub 2010 period, such financial statements to be prepared at the Purchaser’s sole cost and expense.  The provisions of this Section 12.21 shall survive the Closing.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB ACQUISITION TRUST,
a Maryland real estate investment trust
By:	/s/ John A. Mannix
Name:	John A. Mannix
Its:	President & Chief Investment Officer
PURCHASER:
GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust
By:	/s/ David M. Blackman
Name:	David M. Blackman
Its:	Treasurer & CFO

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SCHEDULE A

Land

[See attached legal description.]

One Montvale Avenue

Stoneham, MA

Legal Description

PARCEL I

A certain parcel of land with the buildings thereon situated on Main Street at the corner of Flint Avenue in Stoneham, Middlesex County, Massachusetts, being shown as Parcel F on a Plan recorded with Middlesex South District Registry of Deeds in Book 12886. Page 65 and further bounded and described as follows:

SOUTHEASTERLY:	by Main Street, one hundred seventeen and 21/100 (117.21) feet;
SOUTHWESTERLY:	by land shown on said plan as Barbo’s Inc., one hundred sixty-five (165) feet;
NORTHWESTERLY:	by Lot E, one hundred thirty and 45/100 (130.45) feet;
NORTHEASTERLY:	by Flint Avenue, one hundred fifty-one and 54/100 (151.54) feet; and
NORTHEASTERLY and EASTERLY:	by a curved line measuring about twenty-five and 42/100 (25.42) feet.

PARCEL II (REGISTERED LAND)

That certain parcel of land with the buildings thereon, situated in Stoneham, in the County of Middlesex, Commonwealth of Massachusetts, bounded and described as follows:

EASTERLY:	by Main Street, eighty-seven and 70/100 (87.70) feet;
SOUTHERLY	one hundred three and 60/100 (103.60) feet;
EASTERLY	thirty-four and 05/100 (34.05) feet, by land now or formerly of McKenna Bros.;
SOUTHERLY	twenty-eight and 25/100 (28.25) feet;
WESTERLY	twenty-three and 10/100 (23.10) feet;
SOUTHERLY	four and 5/10 (4.5) feet;
WESTERLY	fifteen (15) feet;

ii

SOUTHERLY	ninety-seven and 05/100 (97.05) feet, by land now or formerly of A. Fisher & Son Incorporated;
WESTERLY	twenty-six and 52/100 (26.52) feet;
NORTHERLY	fifty-three and 72/100 (53.72) feet;
WESTERLY	forty-two and 51/100 (42.51) feet; and
NORTHERLY	one hundred sixty-five (165) feet, by land now or formerly of Mary Cogan et al.

All of said boundaries are determined by the Court to be located as shown on a plan, as modified and approved by the Court, filed in the Land Registration Office, a copy of a portion of which is filed in the Registry of Deeds for the South Registry District of Middlesex County in Registration Book 184, Page 353, with Certificate 28402.

PARCEL III

That certain parcel of land with the buildings thereon situate in said Stoneham, bounded and described as follows:

Commencing at the northeasterly corner of said premises on Main Street, being the southeasterly corner of Parcel II above described:

Thence	running westerly, one hundred three and 60/100 (103.60) feet;
Thence	southerly, thirty-four and 05/100 (34.05) feet;
Thence	westerly again, twenty-eight and 25/100 (28.25) feet;
Thence	northerly, twenty-three and 10/100 (23.10) feet;
Thence	westerly again, four and 5/10 (4.5) feet;
Thence	northerly again, fifteen (15) feet;
Thence	westerly again, ninety-seven and 05/100 (97.05) feet, said last mentioned bounds being all by First Parcel;
Thence	continuing westerly as shown on a plan entitled “Plan of Land in Stoneham, Mass., owned by A. Fisher & Son, Inc., dated May 1928, by Philip J. Leary, Civil Engineer.” recorded with Middlesex South District Deeds, Book 5233, Page 505, twenty-three and 67/100 (23.67) feet;
Thence	continuing westerly by land formerly of Cogan and land formerly of Dunbar, seventy-four (74) feet;

iii

Thence	southerly by land formerly of Dunbar to Montvale Avenue, one hundred twenty-three (123) feet;
Thence	easterly by said Montvale Avenue to a parcel taken by the County Commissioners in the relocation of said Montvale Avenue by instrument recorded with said Deeds, Book 6952, Page 273, shown on a plan recorded with Middlesex South District Registry in Plan Book 434, Page 28, seventy-four (74) feet;
Thence	northerly again by said taking, seven (7) feet;
Thence	easterly again by the northerly side of said Montvale Avenue as presently located to the curving intersection of Montvale Avenue with said Main Street, two hundred thirty-seven and 36/100 (237.36) feet;
Thence	by said curving intersection, fifty-seven and 30/100 (57.30) feet;
Thence	northerly again by said Main Street to the point of beginning, about ninety (90) feet.

PARCEL IV

A certain parcel of land with the buildings thereon situated on Flint Avenue in Stoneham, Middlesex County, Massachusetts, being shown as Parcel A of plan of land in Stoneham, Massachusetts, prepared by Vanasse/Hangen Engineering, Inc., dated February 14, 1985, recorded in the Middlesex South District Registry of Deeds as Plan No. 325 of 1985, and further bounded and described as follows:

NORTHEASTERLY	by Flint Avenue five and 00/100 (5.00) feet;
NORTHWESTERLY	by Lot F on said plan one hundred thirty and 45/100 (130.45) feet;
SOUTHEASTERLY	by land shown on said Plan as Stanley C. Adelstein, Trustee of Puritan-Stoneham Realty Trust, forty-two and 51/100 (42.51) feet;
SOUTHWESTERLY	by said land now or formerly of Stanley C. Adelstein, Trustee of Puritan-Stoneham Realty Trust, five and 01/100 (5.01) feet; and
NORTHWESTERLY	by two lines forty-two and 41/100 (42.41) feet and one hundred thirty and 00/100 (130.00) feet.

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SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

1.Lease Agreement, dated January, 1991, by and between One Montvale Ave. Limited Partnership (“Landlord” or “Lessor”) and Massachusetts Eye & Ear Infirmary (“Tenant” or “Lessee”).

2.First Amendment to Lease, dated August 29, 1995, by and between SKW II Real Estate Limited Partnership (“Landlord” or Lessor”) and Massachusetts Eye & Ear Infirmary (“Tenant” or “Lessee”).

3.Second Amendment to Lease, dated April 2, 1998, by and between WMP II Real Estate Limited Partnership (“Landlord”) and Massachusetts Eye & Ear Infirmary (“Tenant”).

4.Third Amendment to Lease, dated June 10, 2003, by and between Hub Acquisition Trust (“Landlord”) and Massachusetts Eye & Ear Infirmary (“Tenant”).

5.Fourth Amendment to Lease, dated March 4, 2010, by and between Hub Acquisition Trust (“Landlord”) and Massachusetts Eye & Ear Infirmary (“Tenant”).

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INDEX

Lease

1.Lease, dated February 27, 1997, by and between WMP II Real Estate Limited Partnership (“Lessor”) and Sprint Spectrum, L.P. (“Lessee”).

2.First Amendment to Lease, dated June 24, 1997, by and between WMP II Real Estate Limited Partnership (“Lessor”) and Sprint Spectrum, L.P. (“Lessee”).

3.Letter Agreement, dated October 25, 2006, from Leslie Baggenstoss, Sprint Spectrum Realty Company (“Tenant”), acknowledged and agreed to by David M. Lepore (“Landlord”).  Re:  Notice of renewal.

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INDEX

Lease

1.U.S. Government Lease for Real Property No. GS-01B(1PEL)-04120, dated February 24, 2000, by and between WMP II Real Estate Limited Partnership (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

2.Supplemental Lease Agreement No. SLA-FDA-100, dated April 10, 2000, by and between WPM II Real Estate Partnership (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

3.Supplemental Lease Agreement No. 1, dated March 3, 2000, by and between WMP II Real Estate Limited Partnership (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

4.Supplemental Lease Agreement No. 2, dated July 31, 2002, by and between HUB Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

5.Supplemental Lease Agreement No. 3, dated September 12, 2002, by and between HUB Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

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INDEX

Lease

1.U.S. Government Lease for Real Property No. GS-01B(1PB)-04521, dated October 21, 2009, by and between HUB Acquisition Trust (“Owner/Lessor”) and the United States of America — Internal Revenue Service (“Government/Lessee”).

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SCHEDULE C

Form of Deed

[See attached copy.]

Property Address: One Montvale Avenue, Stoneham, Massachusetts 02180

QUITCLAIM DEED

WMP III REAL ESTATE LIMITED PARTNERSHIP, a Delaware limited partnership with an address c/o Archon Group, L.P., 1275 K Street NW, Suite 900, Washington, DC 20005 (“Grantor”), for consideration of NINE MILLION TWO HUNDRED THOUSAND DOLLARS ($9,200,000.00), the receipt and sufficiency of which are hereby acknowledged, grants to HUB ACQUISITION TRUST, a Maryland real estate investment trust, having an address c/o HRPT Properties Trust, 400 Centre Street, Newton, Massachusetts 02459-2076 (“Grantee”)

with QUITCLAIM COVENANTS,

The land and all improvements thereon located in Stoneham, Middlesex County, Massachusetts, presently known as and numbered One Montvale Avenue, more fully described on Exhibit A attached hereto, together with all hereditaments and appurtenances belonging thereto (the “Property”), subject to, however, and with the benefit of, all rights, agreements, easements, reservations and restrictions of record, insofar as the same are or may become in force and applicable, and also subject to the lien of real property taxes for fiscal years 2001 and 2002 (i.e., the taxes assessed as of 1/l/00 and 1/1/01), and to the extent not yet due and payable, which taxes Grantee, by acceptance and recording of this Deed, assumes and agrees to pay.

For Grantor’s title, see Deed of WMP II Real Estate Limited Partnership, dated September 13, 2000, recorded with Middlesex South District Registry of Deeds in Book 31937, Page 73 and filed with Middlesex South Registry District of the Land Court as Document No. 1152720.

EXECUTED UNDER SEAL this 24 day of September, 2001.

WMP III Real Estate Limited Partnership, a Delaware limited partnership
By:	WMP III Gen-Par, L.L.C.,
	a Delaware limited liability company, its General Partner
	By:	/s/ Susan Sack
		Name:	SUSAN SACK
		Title:	VICE PRESIDENT

[see next page for acknowledgment]

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STATE OF NEW YORK

New York, New York, SS. September 24, 2001

Then personally appeared the above-named Susan L.Sack, the Vice President of WMP III Gen-Par, L.L.C., the General Partner of WMP III Real Estate Limited Partnership as aforesaid, and acknowledged the foregoing instrument to be his/her free act and deed, and the free act and deed of WMP III Gen-Par, L.L.C., as General Partner of WMP III Real Estate Limited Partnership, before me,

	/s/ E. Anne Musella
	Notary Public
	My commission expires:
Exchange 3314249.1
	E. ANNE MUSELLA
	Notary Public, State of New York
	No. 01MU6030326
	Qualified in Kings County
	Certificate filed in New York County
	Commission Expires Aug. 18, 2005

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Exhibit A to Quitclaim Deed

LEGAL DESCRIPTION

PARCEL I

A certain parcel of land with the buildings thereon situated on Main Street at the corner of Flint Avenue in Stoneham, Middlesex County, Massachusetts, being shown as Parcel F on a Plan recorded with Middlesex South District Registry of Deeds in Book 12886, Page 65 and further bounded and described as follows:

SOUTHEASTERLY:	by Main Street, one hundred seventeen and 21/100 (117.21) feet;
SOUTHWESTERLY:	by land shown on said plan as Barbo’s Inc., one hundred sixty-five (165) feet;
NORTHWESTERLY:	by Lot E, one hundred thirty and 45/100 (130.45) feet;
NORTHEASTERLY:	by Flint Avenue, one hundred fifty-one and 54/100 (151.54) feet; and
NORTHEASTERLY and EASTERLY:	by a curved line measuring about twenty-five and 42/100 (25.42) feet.

PARCEL II (REGISTERED LAND)

That certain parcel of land with the buildings thereon, situated in Stoneham, in the County of Middlesex, Commonwealth of Massachusetts, bounded and described as follows:

EASTERLY:	by Main Street, eighty-seven and 70/100 (87.70) feet;
SOUTHERLY	one hundred three and 60/100 (103.60) feet;
EASTERLY	thirty-four and 05/100 (34.05) feet, by land now or formerly of McKenna Bros.;
SOUTHERLY	twenty-eight and 25/100 (28.25) feet;
WESTERLY	twenty-three and 10/100 (23.10) feet;
SOUTHERLY	four and 5/10 (4.5) feet;
WESTERLY	fifteen (15) feet;

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SOUTHERLY	ninety-seven and 05/100 (97.05) feet, by land now or formerly of A. Fisher & Son Incorporated;
WESTERLY	twenty-six and 52/100 (26.52) feet;
NORTHERLY	fifty-three and 72/100 (53.72) feet;
WESTERLY	forty-two and 51/100 (42.51) feet; and
NORTHERLY	one hundred sixty-five (165) feet, by land now or formerly of Mary Cogan et al.

All of said boundaries are determined by the Court to be located as shown on a plan, as modified and approved by the Court, filed in the Land Registration Office, a copy of a portion of which is filed in the Registry of Deeds for the South Registry District of Middlesex County in Registration Book 184, Page 353, with Certificate 28402.

PARCEL III

That certain parcel of land with the buildings thereon situate in said Stoneham, bounded and described as follows:

Commencing at the northeasterly corner of said premises on Main Street, being the southeasterly corner of Parcel II above described:

Thence	running westerly, one hundred three and 60/100 (103.60) feet;
Thence	southerly, thirty-four and 05/100 (34.05) feet;
Thence	westerly again, twenty-eight and 25/100 (28.25) feet;
Thence	northerly, twenty-three and 10/100 (23.10) feet;
Thence	westerly again, four and 5/10 (4.5) feet;
Thence	northerly again, fifteen (15) feet;
Thence	westerly again, ninety-seven and 05/100 (97.05) feet, said last mentioned bounds being all by First Parcel;
Thence	continuing westerly as shown on a plan entitled “Plan of Land inStoneham, Mass., owned by A. Fisher & Son, Inc., dated May 1928, by Philip J. Leary, Civil Engineer.” recorded with Middlesex South District Deeds, Book 5233, Page 505, twenty-three and 67/100 (23.67) feet;
Thence	continuing westerly by land formerly of Cogan and land formerly of Dunbar, seventy-four (74) feet;

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	formerly of Dunbar, seventy-four (74) feet;
Thence	southerly by land formerly of Dunbar to Montvale Avenue, one hundred twenty-three (123) feet;
Thence	easterly by said Montvale Avenue to a parcel taken by the County Commissioners in the relocation of said Montvale Avenue by instrument recorded with said Deeds, Book 6952, Page 273, shown on a plan recorded with Middlesex South District Registry in Plan Book 434, Page 28, seventy-four (74) feet;
Thence	northerly again by said taking, seven (7) feet;
Thence	easterly again by the northerly side of said Montvale Avenue as presently located to the curving intersection of Montvale Avenue with said Main Street, two hundred thirty-seven and 36/100 (237.36) feet;
Thence	by said curving intersection, fifty-seven and 30/100 (57.30) feet;
Thence	northerly again by said Main Street to the point of beginning, about ninety (90) feet.

PARCEL IV

A certain parcel of land with the buildings thereon situated on Flint Avenue in Stoneham, Middlesex County, Massachusetts, being shown as Parcel A of plan of land in Stoneham, Massachusetts, prepared by Vanasse/Hangen Engineering, Inc., dated February 14, 1985, recorded in the Middlesex South District Registry of Deeds as Plan No. 325 of 1985, and further bounded and described as follows:

NORTHEASTERLY	by Flint Avenue five and 00/100 (5.00) feet;
NORTHWESTERLY	by Lot F on said plan one hundred thirty and 45/100 (130.45) feet;
SOUTHEASTERLY	by land shown on said Plan as Stanley C. Adelstein, Trustee of Puritan-Stoneham Realty Trust, forty-two and 51/100 (42.51) feet;
SOUTHWESTERLY	by said land now or formerly of Stanley C. Adelstein, Trustee of Puritan-Stoneham Realty Trust, five and 01/100 (5.01) feet; and
NORTHWESTERLY	by two lines forty-two and 41/100 (42.41) feet and one hundred thirty and 00/100 (130.00) feet.

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EX-10.4

Exhibit 10.4

330 South Second Ave., Minneapolis, MN

PURCHASE AND SALE AGREEMENT

by and between

HUB ACQUISITION TRUST,

as Seller,

and

GOVERNMENT PROPERTIES INCOME TRUST,

as Purchaser

June 14, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	4
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	5
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	6
4.1	Closing Documents	6
4.2	Title Policy	7
4.3	Environmental Reliance Letters	7
4.4	Condition of Property	7
4.5	Other Conditions	7
SECTION 5.	CONDITIONS TO SELLER’ OBLIGATION TO CLOSE	8
5.1	Purchase Price	8
5.2	Closing Documents	8
5.3	Other Conditions	8
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	8
6.1	Status and Authority of the Seller, Etc.	8
6.2	Action of the Seller, Etc.	8
6.3	No Violations of Agreements	8
6.4	Litigation	9

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6.5	Existing Leases, Etc.	9
6.6	Agreements, Etc.	10
6.7	Not a Foreign Person	10
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	11
7.1	Status and Authority of the Purchaser	12
7.2	Action of the Purchaser	12
7.3	No Violations of Agreements	12
7.4	Litigation	12
SECTION 8.	COVENANTS OF THE SELLER	13
8.1	Approval of Agreements	13
8.2	Operation of Property	13
8.3	Compliance with Laws, Etc.	13
8.4	Compliance with Agreements	13
8.5	Notice of Material Changes or Untrue Representations	13
8.6	Insurance	13
8.7	Cooperation	13
8.8	Approval of 2011 Capital Expenditure Budget	13
SECTION 9.	APPORTIONMENTS	14
9.1	Real Property Apportionments	14
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	17
10.1	Casualty	17
10.2	Condemnation	17
10.3	Survival	18
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	19
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	21
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	23
12.14	Arbitration	23
12.15	Like Kind Exchange	24
12.16	Recording	24

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12.17	Non-liability of Trustees of Seller	24
12.18	Non-liability of Trustees of Purchaser	24
12.19	Waiver	25
12.20	Further Assurances	25
12.21	Financials	25

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of June 14, 2010, by and between HUB ACQUISITION TRUST, a Maryland real estate investment trust (the “Seller”), and GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.        DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1                  “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2                  “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3                  “Closing”  shall have the meaning given such term in Section 2.2.

1.4                  “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5                  “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6                  “Existing Title Policy”  shall mean the existing title insurance policy for the Property.

1.7                  “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8                  “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9                  “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10                “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11                “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12                “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13                “Purchase Price”  shall mean Twenty-Three Million Two Hundred Thirty Thousand Seven Hundred Forty-Six Dollars ($23,230,746).

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1.14                “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15                “Rent Roll”  shall mean Schedule B to this Agreement.

1.16                “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17                “Title Company”  shall mean Stewart Title Guaranty Company.

1.18                “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1                  Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2                  Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on July 16, 2010, as the same may be accelerated or extended pursuant to this Section 2.2 (the “Closing Date”).

Notwithstanding the foregoing, either party may accelerate the Closing Date, by giving not less than ten (10) Business Days prior written notice (an “Acceleration Notice”) to the other, in which event the Closing Date shall be the date set forth in such Acceleration Notice, unless the party receiving the Acceleration Notice gives written notice (a “Rejection Notice”) to the other within five (5) Business Days after its receipt of the Acceleration Notice, which Rejection Notice either objects to the accelerated date set forth in the Acceleration Notice or proposes an alternative accelerated date acceptable to the other party.  In the event that any party shall give a Rejection Notice, the Closing Date shall either be not accelerated and shall occur as set forth in the first paragraph of this Section

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2.2 or accelerated to such proposed alternative accelerated Closing Date; provided, however, that the Seller shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect any financing of the acquisition.

In addition, the Purchaser may extend the Closing Date for up to one hundred eighty (180) days (but no later than March 31, 2011), by giving not less than ten (10) Business Days prior written notice (an “Extension Notice”) to the Seller, in which event the Closing Date shall be the date set forth in such Extension Notice unless the Seller gives written notice (an “Extension Rejection Notice”) to the Purchaser within five (5) Business Days after its receipt of the Extension Notice which Extension Rejection Notice either objects to the extended date set forth in the Extension Notice or proposes an alternative extended date acceptable to the Purchaser, in which event, the Closing Date shall either be not extended and shall occur as set forth in the first paragraph of this Section 2.2 or extended to such proposed alternative extended Closing Date; provided, however, that the Seller shall have the right to give an Extension Rejection Notice only if the extension of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give an Extension Notice only if the extension of the Closing Date will adversely affect any financing of the acquisition.

2.3                  Purchase Price.

(a)           At Closing, the Purchaser shall pay the Purchase Price, subject to adjustment as provided in Article 9, to the Seller.

(b)           The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.        TITLE, DILIGENCE MATERIALS, ETC.

3.1                  Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

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Within five (5) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5^th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2                  No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title

5

examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1                  Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)           A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)           An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and including, without limitation, (i) the Seller’s agreement to request the tenants thereunder to provide novation or other agreements as may be required under the Leases in connection with the assignment thereof to the Purchaser, and (ii) the Seller’s agreement to, within one (1) Business Day of receipt thereof, transfer to the Purchaser all rent and other payments made by the tenants under the Leases with respect to the period from and after the Closing Date, and to hold all such rent and other payments in trust for the benefit of the Purchaser pending transfer;

(c)           An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(d)           A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it

6

being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(e)           To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(f)            To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(g)           A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(h)           Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2                  Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3                  Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4                  Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5                  Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

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SECTION 5.        CONDITIONS TO SELLER’ OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1                  Purchase Price.  The Purchaser shall deliver to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2                  Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3                  Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.        REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1                  Status and Authority of the Seller, Etc.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2                  Action of the Seller, Etc.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3                  No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in

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any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4                  Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5                  Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of

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reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6                  Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7                  Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged

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breach, the Purchaser gives the Seller written notice prior to the expiration of said three hundred sixty (360) day period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and, subject to the representations and warranties made in this Agreement, shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

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7.1                  Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2                  Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3                  No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4                  Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said three hundred sixty (360) period of such alleged breach with reasonable detail as to the nature of such breach.

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SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1                   Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2                   Operation of Property.  To continue to operate the Property consistent with past practices.

8.3                   Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4                   Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5                   Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6                   Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7                   Cooperation.  The Purchaser and the Seller shall reasonably cooperate in complying with the requirements under the Leases in connection with the transfer and assignment of the Property and the Leases to the Purchaser.  The provisions of this Section 8.7 shall survive the Closing hereunder.

8.8                   Approval of 2011 Capital Expenditure Budget.  In the event that the Closing Date shall be extended to a date on or after January 1, 2011 pursuant to the provisions of Section 2.2, the Seller shall prepare for the Purchaser’s review and approval

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a 2011 capital expenditure budget, which budget shall include, without limitation, budgeted items for “building improvements” and “development and redevelopment”.

SECTION 9.         APPORTIONMENTS.

9.1                   Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	water rates and charges;
(vii)	sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)           If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing

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Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)           If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)           If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)           No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)            At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)           Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as

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landlord under Leases entered into by the Seller prior to the date hereof.

(h)           Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget prepared as of March 31, 2010 (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts paid by the Seller prior to the Closing on account of capital expenditures under the CapEx Budget payable after the date hereof.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget prior to the date hereof.  A copy of the CapEx Budget has been previously provided to the Purchaser.

(i)            If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)            If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2                   Closing Costs.

(a)           The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title

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examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)           The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)           Each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1                 Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2                 Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this

17

Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3                 Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.       DEFAULT.

11.1                 Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement or (y) pursue a suit for specific performance.

11.2                 Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.       MISCELLANEOUS.

12.1                 Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for

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any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2                 Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3                 Publicity.  The parties agree that, except as otherwise required by law and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4                 Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by

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mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)           All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)           All such notices shall be addressed,

if to the Seller, to:

c/o HRPT Properties Trust
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
[Telecopier No. (617) 928-1305]

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34^th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
[Telecopier No. (213) 621-5035]

if to the Purchaser, to:

Government Properties Income Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David M. Blackman
[Telecopier No. (617) 796-8267]

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
[Telecopier No. (617) 338-2880]

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(d)           By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5                 Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6                 Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7                 Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any

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constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8                 Counterparts, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9                 Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10               Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11               Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12               Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

22

12.13               Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14               Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one

23

counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15               Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16               Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17               Non-liability of Trustees of Seller.  The Declaration of Trust of the Seller, dated March 14, 1997, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller, in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.

12.18               Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Government Properties Income Trust, dated June 8, 2009, as amended and

24

supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Government Properties Income Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Government Properties Income Trust.  All persons dealing with Government Properties Income Trust, in any way shall look only to the assets of Government Properties Income Trust for the payment of any sum or the performance of any obligation.

12.19               Waiver.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.

12.20               Further Assurances.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.21               Financials.  The Seller shall provide the Purchaser with access to the books and records of the Seller for the purpose of preparing audited financial statements for the Property with respect to the 2007, 2008, 2009 calendar years and stub 2010 period, such financial statements to be prepared at the Purchaser’s sole cost and expense.  The provisions of this Section 12.21 shall survive the Closing.

[Signature page follows.]

25

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB ACQUISITION TRUST, a Maryland real estate investment trust
By:	/s/ John A. Mannix
Name:	John A. Mannix
Its:	President & Chief Investment Officer
PURCHASER:
GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust
By:	/s/ David M. Blackman
Name:	David M. Blackman
Its:	Treasurer & CFO

26

SCHEDULE A

Land

[See attached legal description.]

330 South Second Avenue

Minneapolis, MN

Legal Description

Lots 49, 50, 51, 52, 53, 54 and 55, Auditor’s Subdivision No. 156 according to the recorded plat thereof on file and of record in the office of the County Recorder, Hennepin County, Minnesota;

Lot 1, Auditor’s Subdivision No. 80 according to the recorded plat thereof on file and of record in the office of the County Recorder, Hennepin County, Minnesota;

All that part of the vacated 20 foot alley originally platted in Block 64 of Town of Minneapolis lying Southeasterly of the Northwesterly line of Lot 49, Auditor’s Subdivision No. 156 according to the recorded plat thereof on file and of record in the office of the County Recorder, Hennepin County, Minnesota, extended Southwesterly to the Southwesterly line of said vacated alley;

All of the vacated 12 foot alley abutting Lots 50 through 55, Auditor’s Subdivision No. 156 and Lot 1, Auditor’s Subdivision No. 80 according to the recorded plats thereof on file and of record in the office of the County Recorder, Hennepin County, Minnesota;

Together with all of the rights and easements contained in that certain Skyway Agreement dated August 24, 1981, filed of record April 14, 1993, as Document No. 4785244 in the office of the County Recorder, Hennepin County, Minnesota; and

Together with all of the rights and easements contained in that certain Third Street Skyway Agreement dated September 14, 1982, filed of record September 24, 1986, as Document No. 5162030 in the office of the County Recorder, Hennepin County, Minnesota.

ii

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX
Lease

1.U.S. Government Lease for Real Property No. GS-05B-16511, dated May 7, 1999, by and between Liberty Property Limited Partnership (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

2.Supplemental Lease Agreement No. 1, dated July 9, 1999, by and between Liberty Property Limited Partnership (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

3.Supplemental Lease Agreement No. 2, undated, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”). Note:  Not executed by Tenant — COPY ONLY

4.Supplemental Lease Agreement No. 3, dated December 18, 2002, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

5.Supplemental Lease Agreement No. 4, dated June 15, 2006, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”). — COPY ONLY

6.Supplemental Lease Agreement No. 5, dated August 25, 2008, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

7.Supplemental Lease Agreement No. 6, dated July 21, 2009, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”). Re: Extension of Lease for the period of July 1, 2009 through June 30, 2012.

8.Supplemental Lease Agreement No. 7, dated August 25, 2008, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”). Re: Clarification of how future tax adjustments are made.

ii

INDEX

Lease

1.Lease Agreement No. GS-05B-17802, dated November 14, 2007, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

2.Supplemental Lease Agreement No. 1A, dated October 15, 2008, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

3.Supplemental Lease Agreement No. 2, dated January 5, 2009, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

4.Supplemental Lease Agreement No. 3,dated April 20, 2010, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

iii

INDEX

Lease

1.U.S. Government Lease for Real Property No. GS-05B-17801, dated November 1, 2007, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

2.Supplemental Lease Agreement No. 1A, dated January 15, 2009, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”). — COPY ONLY

iv

INDEX

Lease

1.Lease, dated November    , 2000, by and between Hub Acquisition Trust (“Landlord”) and Municipal Building Commission (“Tenant”).

2.First Amendment to Lease, dated June 25, 2004, by and between Hub Acquisition Trust (“Landlord”) and Municipal Building Commission (“Tenant”). Note: Partial of Original document — COPY ONLY

3.Second Amendment to Lease, dated August 31, 2009, by and between Hub Acquisition Trust (“Landlord”) and Municipal Building Commission (“Tenant”). Re: The term of the Lease is extended for a period of four (4) years, commencing on January 1, 2011 and expiring on December 31, 2014.

v

INDEX

Lease

1.Lease Agreement, date October 17, 2007, by and between Hub Acquisition Trust (“Landlord”) and Gamer Packaging, Inc. (“Tenant”).

vi

INDEX

Lease

1.U.S. Government Lease for Real Property No. GS-05B-16244, dated June 23, 1997, by and between Liberty Properties Limited Partnership (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

2.Supplemental Lease Agreement No. 1, dated August 7, 1997, by and between Liberty Properties Limited Partnership (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

3.Supplemental Lease Agreement No. 2, dated March 4, 1998, by and between Liberty Properties Limited Partnership (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

4.Supplemental Lease Agreement No. 3, dated May 4, 1998, Revised November 10, 1998, by and between Liberty Properties Limited Partnership (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

5.Supplemental Lease Agreement No. 4, dated June 26, 2003, by and between Hub Acquisition Trust c/o Jill Cassidy (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

6.Supplemental Lease Agreement No. 5A, dated June 5, 2003, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

7.Supplemental Lease Agreement No. 6, dated January 4, 2004, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

8.Supplemental Lease Agreement No. 7, dated December 13, 2005, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

9.Supplemental Lease Agreement No. 8, dated July 17, 2006, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

10.Supplemental Lease Agreement No. 9, dated September 8, 2008, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

vii

11.Supplemental Lease Agreement No. 10, dated July 24, 2009, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

12.Supplemental Lease Agreement No. 11, dated August 25, 2009, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

viii

INDEX

Lease

1.U.S. Government Lease for Real Property No. GS-05B-15970, dated January 30, 1995, by and between 330 Associates, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

2.Supplemental Lease Agreement No. 1, dated September 12, 2001, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

3.Supplemental Lease Agreement No. 1A, dated December 18, 2002, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

4.Supplemental Lease Agreement No. 2, dated January 4, 2004, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

5.Supplemental Lease Agreement No. 3, dated January 23, 2007, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”). — COPY ONLY

6.Supplemental Lease Agreement No. 4, dated September 8, 2008, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

7.Supplemental Lease Agreement No. 5, dated August 4, 2009, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

8.Supplemental Lease Agreement No. 6, dated March 4, 2010, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

ix

INDEX

Lease

1.U.S. Government Lease for Real Property No. GS-05B-18307, dated January 7, 2010, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

x

INDEX

Lease

1.U.S. Government Lease for Real Property No. GS-05B-16176, dated March 10, 1997, by and between 330 Associates Limited Partnership c/o CB Commercial Real Estate Group (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

2.Supplemental Lease Agreement No. 1, dated December 1, 1997, by and between Liberty Property Limited Partnership (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

3.Supplemental Lease Agreement No. 2, dated March 10, 1998, by and between Liberty Property Limited Partnership (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

4.Supplemental Lease Agreement No. 3, undated, by and between Liberty Property Limited Partnership (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

5.Supplemental Lease Agreement No. 4, undated, by and between Liberty Property Ltd. Partnership (“Owner/Lessor”) and the United States of America (“Government/Lessee”). Note:  Not Executed by either parties.

6.Supplemental Lease Agreement No. 5, dated December 27, 2007, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

7.Supplemental Lease Agreement No. 6, dated December 27, 2007, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

8.Supplemental Lease Agreement No. 7, dated May 13, 2008, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

9.Supplemental Lease Agreement No. 8, dated June 18, 2008 by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

xi

10.Supplemental Lease Agreement No. 9, dated November 10, 2009, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

xii

INDEX

Lease

1.Office Building Lease, dated August 29, 1996, by and between 330 Associates Limited Partnership (“Landlord”) and Metro Legal Services, Inc. (“Tenant”).

2.First Amendment to Lease, dated August 6, 2002, by and between Hub Acquisition Trust successor in interest to 330 Associates Limited Partnership (“Landlord”) and Metro Legal Services, Inc. (“Tenant”).

3.Second Amendment to Lease, dated October 17, 2007, by and between Hub Acquisition Trust (“Landlord”) and Metro Legal Services, Inc. (“Tenant”).

xiii

INDEX

Lease

1.Lease Agreement, dated March 1989, by and between Towle Real Estate Buildings (“Lessor”) and Metropolitan Fiber Systems of Minneapolis/St. Paul, Inc. (“Tenant”).

2.First Amendment to Lease, dated April 19, 1994, by and between Towle Real Estate Building (“Lessor”) and Metropolitan Fiber Systems of Minneapolis/St. Paul, Inc. (“Tenant”).

3.Second Amendment to Lease, dated February 18, 1999, by and between Liberty Property Limited Partnership (“Landlord”) and Metropolitan Fiber Systems of Minneapolis/St. Paul, Inc. (“Tenant”).  Re: Lease extended for 60 months commencing April 1, 1999 and expiring March 31, 2004.

4.Third Amendment to Lease, dated April 6, 2004, by and between Hub Acquisition Trust successor in interest to Liberty Property Limited Partnership (“Landlord”) and Metropolitan Fiber Systems of Minneapolis/St. Paul, Inc. (“Tenant”). — COPY

5.Notification of Restructuring, dated May 7, 2004 from MFS of Minn.St. PA and MCI Lease Administration to Hub Acquisition Trust. Re: Plan of Reorganization under Chapter 11 and merger of Metropolitan Fiber Systems of Minneapolis/St. Paul, Inc. into MCImetro Access Transmission Services, LLC. — COPY

6.Fourth Amendment to Lease, dated April 1, 2009, by and between Hub Acquisition Trust (“Landlord”) and MCImetro Access Transmission Services, LLC (“Tenant”).  Re: Lease extended for five (5) years commencing April 1, 2009 and expiring March 31, 2014. — COPY

xiv

INDEX

Lease

1.Lease of Storage Space, dated January 24, 2002, by and between Hub Acquisition Trust (“Landlord”) and Kieran’s Irish Pub (“Tenant”). Re: S0004

2.First Amendment to Lease of Storage Space, dated May 23, 2007, by and between Hub Acquisition Trust (“Landlord”) and Kieran’s Irish Pub LLC (“Tenant”). Re: Storage space relocation to S2

xv

INDEX

Lease

1.Antenna Lease Agreement, dated April 19, 2000, by and between Hub Acquisition Trust (“Landlord”) and APT Minneapolis, Inc. (“Tenant”).

2.Memorandum of Lease Agreement, dated November 30, 2000, by and between Hub Acquisition Trust (“Owner”) and APT Minneapolis, Inc.

3.First Amendment to Antenna Lease, dated May 15, 2005, by and between Hub Acquisition Trust (“Landlord”) and Voice Stream Minneapolis, Inc, f/k/a APT Minneapolis, Inc. (“Tenant”).

4.Acknowledgment and Consent Letter, dated October 16, 2007, by and between Hub Acquisition Trust (“Landlord”) and T-Mobile Central LLC successor in interest to APT Minneapolis, Inc. (“Tenant”).

xvi

INDEX

Lease

1.Lease of Storage Space, dated September 4, 2003, by and between Hub Acquisition Trust (“Landlord”) and Metro Legal Services, Inc. (“Tenant”).  Re: Storage space S8.

2.First Amendment to Lease of Storage Space, dated October 17, 2007, by and between Hub Acquisition Trust (“Landlord”) and Metro Legal Services, Inc. (“Tenant”). Re: Storage space expansion to S9.

xvii

INDEX

Lease

1.Lease Agreement, dated May 29, 2001, by and between Hub Acquisition Trust (“Landlord”) and REIT Management and Research, Inc. (“Tenant”).

2.First Amendment to Lease, dated October 30, 2007, by and between Hub Acquisition Trust (“Landlord”) and REIT Management & Research LLC (“Tenant”).

3.Second Amendment to Lease, dated January 21, 2009, by and between Hub Acquisition Trust (“Landlord”) and REIT Management & Research LLC (“Tenant”).

xviii

INDEX

Lease

1.Lease Agreement, dated April 2, 1997, by and between Liberty Property Limited Partnership (“Landlord”) and Leo N. Short III and Roger Coady (“Tenant”).

2.Assignment of Lease, dated November 13, 1998, by and between Leo N. Short III and Roger Coady (“Assignor”) and Sisters Coffee Inc. dba Sister Sludge Coffee (“Assignee”).

3.Consent to Assignment, dated November 13, 1998, by and between Liberty Property Limited Partnership (“Landlord”), Leo N. Short III and Roger Coady (“Tenant”) and Sisters Coffee Inc. dba Sister Sludge Coffee (“Assignee”).

4.Amendment to Lease, dated November 13, 1998, by and between Liberty Property Limited Partnership (“Landlord”) and Sisters Coffee Inc. dba Sister Sludge Coffee (“Tenant”).

5.Guaranty, dated November 13, 1998, by Jon Lonneman and Sandra Lonneman (jointly and severally, “Guarantor”) to Liberty Property Limited Partnership (“Landlord”).

6.Second Amendment to Lease, dated May 31, 2002, by and between Hub Acquisition Trust (“Landlord”) and Sisters Coffee Inc, dba Sister’s Sludge Coffee (“Tenant”).

7.Third Amendment to Lease, dated September 6, 2005, by and between Hub Acquisition Trust (“Landlord”) and Sisters Coffee Inc. d/b/a Sisters’ Sludge Coffee (“Tenant”).

xix

INDEX

Lease

1.Entry and Testing Agreement, dated April 11, 1996, by and between 330 Associates Limited Partnership (“Owner”) and MajorCo, LP. dba Sprint Telecommunications Venture Spectrum, L.P. (“STV”).

2.PCS Site Agreement, dated May 30, 1996, by and between 330 Associates Limited Partnership (“Owner”) and Sprint Spectrum, L.P. (“SSLP”).

3.PCS Site Agreement Supplement #1, dated November 19, 1996, by and between 330 Associates Limited Partnership (“Owner”) and Sprint Spectrum, L.P. (“SSLP”).

4.PCS Site Agreement Supplement #2, dated November 19, 1996, by and between 330 Associates Limited Partnership (“Owner”) and Sprint Spectrum, L.P. (“SSLP”).

xx

INDEX

Lease

1.Lease Agreement, dated December 15, 1998, by and between Liberty Property Limited Partnership (“Landlord”) and The Tax Center, Inc. (“Tenant”).

2.Amendment to Lease, dated June 8, 1999, by and between Liberty Property Limited Partnership (“Landlord”) and The Tax Center, Inc. (“Tenant”).

3.Second Amendment to Lease, dated June 24, 2004, by and between Hub Acquisition Trust (“Landlord”) and The Tax Center, Inc. (“Tenant”).

4.Third Amendment to Lease, dated June 16, 2009, by and between Hub Acquisition Trust (“Landlord”) and The Tax Center, Inc. (“Tenant”).

xxi

INDEX

Lease

1.Office Building Lease, dated February 28, 1994, by and between 330 Partners (“Landlord”) and Kieran P. Folliard (“Tenant”).

2.Amendment to Lease, dated May 1, 1996, by and between 330 Associates Limited Partnership as successor to 330 Partners (“Landlord”) and Kieran P. Folliard (“Tenant”).

3.Amendment to Lease, dated November 20, 1998, by and between Liberty Property Limited Partnership (“Landlord”) Kieran’s Irish Pub Inc. successor in interest to Kieran P. Folliard (“Tenant”).

4.Exhibit D - Guaranty, dated November 20, 1998, by Kieran P. Folliard (“Guarantor”) to Liberty Property Limited Partnership (“Landlord”) Note: Guarantor is the principal of Tenant.

5.Amendment to Lease, dated February 6, 1999, by and between Liberty Property Limited Partnership (“Landlord”) Kieran’s Irish Pub Inc. (“Tenant”)

6.Amendment to Lease, dated March 22, 1999, by and between Liberty Property Limited Partnership (“Landlord”) Kieran’s Irish Pub Inc. (“Tenant”)

7.Lease of Parking Spaces, dated March 12, 2001, by and between Hub Acquisition Trust (“Landlord”) and Kieran’s Irish Pub Inc. (“Tenant”).

8.Amendment to Lease, dated November 27, 2002, by and between by and between Hub Acquisition Trust successor in interest to Liberty Property Limited Partnership (“Landlord”) and Kieran’s Irish Pub Inc. (“Tenant”).

9.Assignment and Assumption Agreement, dated December     , 2003, by and between Kieran’s Irish Pub, Inc. ( “Assignor”) and Kieran’s Irish Pub LLC (“Assignee”)

10.Consent to Assignment of Lease, dated January 5, 2004, by and between Hub Acquisition Trust (“Landlord”) and Kieran’s Irish Pub LLC (“Tenant”).

xxii

INDEX

Lease

1.Lease Agreement, dated November 24, 2009, by and between Hub Acquisition Trust (“Landlord”) and India Express Fresh, Inc. (“Tenant”).
Re: Ste. 280.

xxiii

INDEX

Lease

1.Guaranty, dated August 19, 2002, from Sabir Dairkee (“Guarantor”0 to Hub Acquisition Trust (“Landlord”).

2.Lease, dated August 20, 2002, by and between Hub Acquisition Trust (“Landlord”) and Niamet’s Minnesota Mart, Inc. (“Tenant”).

3.Consent to Assignment of Lease, dated May 30, 2003, by and between Hub Acquisition Trust (“Landlord”), Niamet’s Minnesota Mart, Inc. (“Tenant”) and Susan L. Mulsof (“Assignee”).

4.Assignment of Lease, dated June 3, 2003, by and between Hub Acquisition Trust (“Landlord”), Niamet’s Minnesota Mart, Inc. (“Tenant”) and Susan L. Mulsof (“Assignee”).

5.First Amendment to Lease, dated August 6, 2003, by and between Hub Acquisition (“Landlord”) and Susan L. Musolf (“Tenant”).

6.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, executed October 3, 2003 by Hub Acquisition (“Landlord”) and Susan L. Musolf (“Tenant”).  Re:  Commencement Date occurred on December 1, 2002, and the Original Term will expire on November 30, 2007.

7.Assignment of Lease, dated February 24, 2006, by and between Hub Acquisition Trust (“Landlord”), Susan L. Mulsof known as Pearl & Co., LLC of which she owns 100% of the membership units (“Assignor”) and Mai See Vang and Tou Thao (“Assignees”).

8.Consent to Assignment of Lease, dated November 13, 2006, by and between Hub Acquisition (“Landlord”), Susan L. Musolf (“Tenant”) and Mai See Vang and Tou Thao (“Assignee”).

9.Second Amendment to Lease, dated August 29, 2007, by and between Hub Acquisition Trust (“Landlord”) and Mai See Vang and Tou Thao doing business as Gateway Variety (“Tenant”).

xxiv

INDEX

Lease

1.Letter Agreement, dated March 2, 2006, from Hub Acquisition Trust (“Landlord”) agreed to and accepted by Alla Grig (“Tenant”). Re: Unit # 219.

2.Lease Agreement, dated October 5, 2007, by and between Hub Acquisition Trust (“Landlord”) and Alla Grig doing business as Lite Bite (“Tenant’).

xxv

INDEX

Lease

1.Office Building Lease, dated August, 1994, by and between 330 Associates Limited Partnership (“Landlord”) and Alan B. Wohl and Jayne L. Wohl dba Franks-a-Million (“Tenant”).

2.Amendment to Lease, dated May 26, 1999, by and between Liberty Property Limited Partnership successor in interest to 330 Associates Limited Partnership (“Landlord”) and Alan B. Wohl and Jayne L. Wohl dba Franks-a-Million (“Tenant”).

3.Assignment, Assumption and Consent, dated February 13, 2002, by and between Alan Wohl and Jayne L. Wohl (“Assignor”) and Oslad, Inc. (“Assignee”).

4.Consent to Assignment of Lease, dated February 27, 2002, by and between Hub Acquisition Trust successor in interest to Liberty Property Limited Partnership (“Landlord”), Alan B. Wohl and Jayne L. Wohl dba Franks-a-Million (“Tenant”) and Oslad, Inc. (“Assignee”).

5.Second Amendment to Lease, dated January 5, 2004, by and between Hub Acquisition Trust (“Landlord”) and Oslad, Inc. dba Franks-a-Million (“Tenant”). Note: Vitaly Razumny, Owner, Oslad, Inc.

6.Lease Assignment, dated February 29, 2004, by and between Vitaly Razumny (“Assignor”), Alla Grig (“Assignee”) and Hub Acquisition Trust (“Landlord”).

7.Consent to Assignment of Lease, dated May 6, 2004, by and between Hub Acquisition Trust (“Landlord”), Oslad, Inc. dba Franks-a-Million (“Tenant”), and Alla Grig (“Assignee”).

8.Third Amendment to Lease, dated December 31, 2009, by and between Hub Acquisition Trust (“Landlord”) and Alla Grig dba Franks-a-Million (“Tenant”).

9.Consent to Assignment and Assumption of Lease, dated May 5, 2010, by and between Hub Acquisition Trust (“Landlord”), Alla Grig (“Tenant”) and Valeriy Venher and Lioudmila Venher (“Assignee”).

xxvi

INDEX

Lease

1.Lease Agreement, dated August 26, 1997, by and between Liberty Property Limited Partnership (“Landlord”) and Craig Thompson and Cathlene R. Eagan (“Tenant”).

2.First Amendment to Lease, dated November 17, 2000, by and between Hub Acquisition Trust (“Landlord”) and Craig Thompson and Cathlene R. Eagan (“Tenant”).

3.Second Amendment to Lease, dated April 17, 2002, by and between Hub Acquisition Trust (“Landlord”) and Craig Thompson and Cathlene R. Eagan (“Tenant”).

4.Third Amendment to Lease, dated September 12, 2007, by and between Hub Acquisition Trust (“Landlord”) and Cathlene Egan d/b/a Skyway Barbers.

xxvii

INDEX

Lease

1.Lease Agreement, dated October 25, 2005, by and between Hub Acquisition Trust (“Landlord”) and Hyung S. Choi d/b/a Crazy Tacos (“Tenant”).

xxviii

INDEX

Lease

1.Lease Agreement, dated October 31, 2001, by and between Hub Acquisition Trust (“Landlord”) and Asian Max of Minnesota, Inc. (“Tenant”).

2.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, executed May 7, 2002, by Hub Acquisition Trust (“Landlord”) and Asian Max of Minnesota, Inc. (“Tenant”).  Re: Possession of Premises was delivered on April 15, 2002 and the Original Term will expire on April 30, 2012.

3.Lease Assignment Agreement, dated August 30, 2007, by and between Asian Max of Minnesota, Inc. (“Assignor”) and Asian Mill, Inc. (“Assignee”) and Hub Acquisition Trust (“Landlord”).

4.Consent to Assignment of Lease, dated November 20, 2007, by and between Hub Acquisition Trust (“Landlord”), Asian Max of Minnesota, Inc. (“Tenant”) and Asian Mill, Inc. (“Assignee”)

5.First Amendment to Lease, dated November 20, 2007, by and between Hub Acquisition Trust (“Landlord”) and Asian Mill, Inc. (“Tenant”).

xxix

INDEX

Lease

1.Lease, dated January 2000, by and between Hub Properties Trust (“Landlord”) and Andrea Gambino dba Andrea’s Pizza (“Tenant”).

2.First Amendment to Lease, dated June 30, 2000, by and between Hub Acquisition Trust (“Landlord”) and Andrea Gambino (“Tenant”).
Note:  Due to a scrivener’s error, the Lease misstated the name of Landlord as Hub Properties Trust.

3.Second Amendment to Lease, dated February 6, 2004, by and between Hub Acquisition Trust (“Landlord”) and Andrea Gambino (“Tenant”).

4.Third Amendment to Lease, dated January 26, 2009, by and between Hub Acquisition Trust (“Landlord”) and Andrea Gambino (“Tenant”).

xxx

INDEX

Lease

1.U.S. Government Lease for Real Property No. GS-05B-16219, dated January 15, 1999, by and between Liberty Property Limited Partnership (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

2.Supplemental Lease Agreement No. 1, dated November 1, 1999, by and between Liberty Property Limited Partnership (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

3.Supplemental Lease Agreement No. 2, - MISSING*

4.Supplemental Lease Agreement No. 3, dated February 5, 2007, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

5.Supplemental Lease Agreement No. 4E, dated September 4, 2009, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

xxxi

SCHEDULE C

Form of Deed

[See attached copy.]

[ILLEGIBLE]  Form No. 23.M—LIMITED WARRANTY DEED Minnesota Uniform Conveyancing Blanks (1/15/97) Miller-Davis Co., St. Paul

Corporation, Partnership or Limited Liability Company [ILLEGIBLE] Corporation, Partnership or Limited Liability Company		Minneapolis, MN 572
No delinquent taxes and transfer entered: Certificate of Real Estate Value [ILLEGIBLE] filed (         ) not required. Certificate of Real Estate Value No.		REC FEE               15- COPY FEE            1-	7191582	[ILLEGIBLE]
Date
County Auditor
by:
COMMONWEALTH LAND TITLE INSURANCE CO.	Deputy
101612 C BOX 312
DEED TAX DUE: [ILLEGIBLE]
Date: September 30, 1999		(reserved for recording data)

FOR VALUABLE CONSIDERATION, LIBERTY PROPERTY LIMITED PARTNERSHIP, a limited partnership under the laws of Pennsylvania, Grantor, hereby conveys and quitclaims to HUB ACQUISITION TRUST, Grantee, a real estate under the laws of Maryland, real property in investment trust Hennepin County, Minnesota, described as follows:

* together with the buildings and improvements thereon,

See Exhibit A attached hereto and made a part hereof.

This Deed is given as part of a tax deferred exchange under Section 1031 of the Internal Revenue Code.

together with all hereditaments and appurtenances.

This Deed conveys after-acquired title.  Grantor warrants that Grantor has not done or suffered anything to encumber the property, EXCEPT: See Exhibit B attached hereto and made a part hereof.

Check box if applicable:

x  The Seller certifies that the seller does not know of any wells on the described real property.

o  A well disclosure certificate accompanies this document.

o  I am familiar with the property described in this instrument and I certify that the status and number of wells on the described real property have not changed since the last previously filed well disclosure certificate.

			LIBERTY PROPERTY LIMITED PARTNERSHIP
Affix Deed Tax Stamp Here			By	Liberty Property Trust
				Its	Sole General Partner
STATE OF MINNESOTA		ss.	By	/s/ [ILLEGIBLE]
				Its	Senior Vice President
COUNTY OF HENNEPIN

This instrument was acknowledged before me on	September 30, 1999.
	(Date)
by [ILLEGIBLE] the Senior Vice President [ILLEGIBLE] Liberty Property Trust, a Maryland business [ILLEGIBLE] trust, the sole general partner of [ILLEGIBLE]                                                                               [ILLEGIBLE] Liberty Property Limited Partnership, a limited partnership under the laws of Pennsylvania, on behalf of the limited partnership.

NOTARIAL STAMP OR SEAL (OR OTHER TITLE OR RANK):	/s/ [ILLEGIBLE]
	SIGNATURE OF NOTARY PUBLIC OR OTHER OFFICIAL
	check here if part or all of the land is Registered (Torrens) o
	Tax Statements for the real property described in this instrument should be sent to (include name and address of Grantee):
THIS INSTRUMENT WAS DRAFTED BY (NAME AND ADDRESS):
Dorsey & Whitney LLP (jrb) Pillsbury Center South 200 South Sixth Street Minneapolis, MN 55402	Hub Acquisition Trust 400 Centre Street Newton, Massachusetts 02158

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EXHIBIT A

LEGAL DESCRIPTION

Lots 49, 50, 51, 52, 53, 54 and 55, Auditor’s Subdivision No. 156 according to the recorded plat thereof on file and of record in the office of the County Recorder, Hennepin County, Minnesota;

Lot 1, Auditor’s Subdivision No. 80 according to the recorded plat thereof on file and of record in the office of the County Recorder, Hennepin County, Minnesota;

All that part of the vacated 20 foot alley originally platted in Block 64 of Town of Minneapolis lying Southeasterly of the Northwesterly line of Lot 49, Auditor’s Subdivision No. 156 according to the recorded plat thereof on file and of record in the office of the County Recorder, Hennepin County, Minnesota, extended Southwesterly to the Southwesterly line of said vacated alley;

All of the vacated 12 foot alley abutting Lots 50 through 55, Auditor’s Subdivision No. 156 and Lot 1, Auditor’s Subdivision No. 80 according to the recorded plats thereof on file and of record in the office of the County Recorder, Hennepin County, Minnesota;

Together with all of the rights and easements contained in that certain Skyway Agreement dated August 24, 1981, filed of record April 14, 1993, as Document No. 4785244 in the office of the County Recorder, Hennepin County, Minnesota; and

Together with all of the rights and easements contained in that certain Third Street Skyway Agreement dated September 14, 1982, filed of record September 24, 1986, as Document No. 5162030 in the office of the County Recorder, Hennepin County, Minnesota.

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EXHIBIT B

PERMITTED ENCUMBRANCES

1.Real estate taxes payable in 1999 and thereafter.

2.Terms and conditions of Skyway Agreement dated August 24, 1981, filed of record April 14, 1983, as Document No. 4785244 as amended by unrecorded Supplementary Skyway Agreement dated March 22, 1982. Consent to Skyway Agreement dated August 31, 1988, filed of record February 6, 1989, as Document No. 5504642.

3.Terms and conditions of Third Street Skyway Agreement dated September 14, 1982, filed of record September 24, 1986, as Document No. 5162030.

4.PCS Site Agreement dated October 16, 1997, filed of record December 3, 1997, as Document No. 6817403 between 330 Associates Limited Partnership and Sprint Spectrum L.P.

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EX-10.5

Exhibit 10.5

4181 Ruffin Rd., San Diego, CA

PURCHASE AND SALE AGREEMENT

by and between

HUB ACQUISITION TRUST,

as Seller,

and

GOVERNMENT PROPERTIES INCOME TRUST,

as Purchaser

June 14, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	4
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	5
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	6
4.1	Closing Documents	6
4.2	Title Policy	7
4.3	Environmental Reliance Letters	7
4.4	Condition of Property	7
4.5	Other Conditions	7
SECTION 5.	CONDITIONS TO SELLER’ OBLIGATION TO CLOSE	8
5.1	Purchase Price	8
5.2	Closing Documents	8
5.3	Other Conditions	8
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	8
6.1	Status and Authority of the Seller, Etc.	8
6.2	Action of the Seller, Etc.	8
6.3	No Violations of Agreements	8
6.4	Litigation	9

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6.5	Existing Leases, Etc.	9
6.6	Agreements, Etc.	10
6.7	Not a Foreign Person	10
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	11
7.1	Status and Authority of the Purchaser	12
7.2	Action of the Purchaser	12
7.3	No Violations of Agreements	12
7.4	Litigation	12
SECTION 8.	COVENANTS OF THE SELLER	13
8.1	Approval of Agreements	13
8.2	Operation of Property	13
8.3	Compliance with Laws, Etc.	13
8.4	Compliance with Agreements	13
8.5	Notice of Material Changes or Untrue Representations	13
8.6	Insurance	13
8.7	Cooperation	13
8.8	Approval of 2011 Capital Expenditure Budget	13
SECTION 9.	APPORTIONMENTS	14
9.1	Real Property Apportionments	14
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	17
10.1	Casualty	17
10.2	Condemnation	17
10.3	Survival	18
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	19
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	21
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	23
12.14	Arbitration	23
12.15	Like Kind Exchange	24
12.16	Recording	24

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12.17	Non-liability of Trustees of Seller	24
12.18	Non-liability of Trustees of Purchaser	24
12.19	Waiver	25
12.20	Further Assurances	25
12.21	Financials	25
12.22	State Specific Provisions	25

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of June 14, 2010, by and between HUB ACQUISITION TRUST, a Maryland real estate investment trust (the “Seller”), and GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1“Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2“Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3“Closing”  shall have the meaning given such term in Section 2.2.

1.4“Closing Date”  shall have the meaning given such term in Section 2.2.

1.5“Existing Survey”shall mean the existing ALTA survey of the Property.

1.6“Existing Title Policy”shall mean the existing title insurance policy for the Property.

1.7“Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8“Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9“Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10“Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11“Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12“Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13“Purchase Price”  shall mean Sixteen Million Four Hundred Eighty-One Thousand Eight Hundred Fifty Dollars ($16,481,850).

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1.14“Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15“Rent Roll”  shall mean Schedule B to this Agreement.

1.16“Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17“Title Company”  shall mean Stewart Title Guaranty Company.

1.18“Update”shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on July 16, 2010, as the same may be accelerated or extended pursuant to this Section 2.2 (the “Closing Date”).

Notwithstanding the foregoing, either party may accelerate the Closing Date, by giving not less than ten (10) Business Days prior written notice (an “Acceleration Notice”) to the other, in which event the Closing Date shall be the date set forth in such Acceleration Notice, unless the party receiving the Acceleration Notice gives written notice (a “Rejection Notice”) to the other within five (5) Business Days after its receipt of the Acceleration Notice, which Rejection Notice either objects to the accelerated date set forth in the Acceleration Notice or proposes an alternative accelerated date acceptable to the other party.  In the event that any party shall give a Rejection Notice, the Closing Date shall either be not accelerated and shall occur as set forth in the first paragraph of this Section

3

2.2 or accelerated to such proposed alternative accelerated Closing Date; provided, however, that the Seller shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect any financing of the acquisition.

In addition, the Purchaser may extend the Closing Date for up to one hundred eighty (180) days (but no later than March 31, 2011), by giving not less than ten (10) Business Days prior written notice (an “Extension Notice”) to the Seller, in which event the Closing Date shall be the date set forth in such Extension Notice unless the Seller gives written notice (an “Extension Rejection Notice”) to the Purchaser within five (5) Business Days after its receipt of the Extension Notice which Extension Rejection Notice either objects to the extended date set forth in the Extension Notice or proposes an alternative extended date acceptable to the Purchaser, in which event, the Closing Date shall either be not extended and shall occur as set forth in the first paragraph of this Section 2.2 or extended to such proposed alternative extended Closing Date; provided, however, that the Seller shall have the right to give an Extension Rejection Notice only if the extension of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give an Extension Notice only if the extension of the Closing Date will adversely affect any financing of the acquisition.

2.3Purchase Price.

(a)At Closing, the Purchaser shall pay the Purchase Price, subject to adjustment as provided in Article 9, to the Seller.

(b)The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.TITLE, DILIGENCE MATERIALS, ETC.

3.1Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

4

Within five (5) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5^th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2No Other Diligence.The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title

5

examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and including, without limitation, (i) the Seller’s agreement to request the tenants thereunder to provide novation or other agreements as may be required under the Leases in connection with the assignment thereof to the Purchaser, and (ii) the Seller’s agreement to, within one (1) Business Day of receipt thereof, transfer to the Purchaser all rent and other payments made by the tenants under the Leases with respect to the period from and after the Closing Date, and to hold all such rent and other payments in trust for the benefit of the Purchaser pending transfer;

(c)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(d)A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it

6

being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(e)To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(f)To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(g)A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(h)Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

7

SECTION 5.CONDITIONS TO SELLER’ OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1Purchase Price.  The Purchaser shall deliver to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1Status and Authority of the Seller, Etc.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2Action of the Seller, Etc.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in

8

any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5Existing Leases, Etc.Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of

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reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged

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breach, the Purchaser gives the Seller written notice prior to the expiration of said three hundred sixty (360) day period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and, subject to the representations and warranties made in this Agreement, shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

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7.1Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said three hundred sixty (360) period of such alleged breach with reasonable detail as to the nature of such breach.

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SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2Operation of Property.  To continue to operate the Property consistent with past practices.

8.3Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7Cooperation.  The Purchaser and the Seller shall reasonably cooperate in complying with the requirements under the Leases in connection with the transfer and assignment of the Property and the Leases to the Purchaser.  The provisions of this Section 8.7 shall survive the Closing hereunder.

8.8Approval of 2011 Capital Expenditure Budget.  In the event that the Closing Date shall be extended to a date on or after January 1, 2011 pursuant to the provisions of Section 2.2, the Seller shall prepare for the Purchaser’s review and approval

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a 2011 capital expenditure budget, which budget shall include, without limitation, budgeted items for “building improvements” and “development and redevelopment”.

SECTION 9.APPORTIONMENTS.

9.1Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	water rates and charges;
(vii)	sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing

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Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as

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landlord under Leases entered into by the Seller prior to the date hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget prepared as of March 31, 2010 (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts paid by the Seller prior to the Closing on account of capital expenditures under the CapEx Budget payable after the date hereof.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget prior to the date hereof.  A copy of the CapEx Budget has been previously provided to the Purchaser.

(i)If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2Closing Costs.

(a)The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title

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examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)Each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this

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Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.DEFAULT.

11.1Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement or (y) pursue a suit for specific performance.

11.2Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.MISCELLANEOUS.

12.1Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for

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any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3Publicity.  The parties agree that, except as otherwise required by law and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by

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mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)All such notices shall be addressed,

if to the Seller, to:

c/o HRPT Properties Trust
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
[Telecopier No. (617) 928-1305]

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34^th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
[Telecopier No. (213) 621-5035]

if to the Purchaser, to:

Government Properties Income Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David M. Blackman
[Telecopier No. (617) 796-8267]

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
[Telecopier No. (617) 338-2880]

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(d)By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any

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constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8Counterparts, Etc.This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

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12.13Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one

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counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17Non-liability of Trustees of Seller.  The Declaration of Trust of the Seller, dated March 14, 1997, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller, in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.

12.18Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Government Properties Income Trust, dated June 8, 2009, as amended and

24

supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Government Properties Income Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Government Properties Income Trust.  All persons dealing with Government Properties Income Trust, in any way shall look only to the assets of Government Properties Income Trust for the payment of any sum or the performance of any obligation.

12.19Waiver.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).  The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.

12.20Further Assurances.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.21Financials.  The Seller shall provide the Purchaser with access to the books and records of the Seller for the purpose of preparing audited financial statements for the Property with respect to the 2007, 2008, 2009 calendar years and stub 2010 period, such financial statements to be prepared at the Purchaser’s sole cost and expense.  The provisions of this Section 12.21 shall survive the Closing.

12.22State Specific Provisions.  The provisions set forth in Schedule D hereto are hereby incorporated herein by reference as if fully set forth herein.

[Signature page follows.]

25

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB ACQUISITION TRUST, a Maryland real estate investment trust
By:	/s/ John A. Mannix
Name:	John A. Mannix
Its:	President & Chief Investment Officer
PURCHASER:
GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust
By:	/s/ David M. Blackman
Name:	David M. Blackman
Its:	Treasurer & CFO

26

SCHEDULE A

Land

[See attached legal description.]

4181 Ruffin Road

San Diego, CA

Legal Description

LOT 25 OF “CITY OF SAN DIEGO INDUSTRIAL PARK UNIT NO. 7”, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 6658, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 1, 1970.

ii

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

1.Lease Agreement (GS-09B-93717), dated April 10, 1997, by and between Chen & Fei Corporation, Lawco of Washington, Inc. (Lessor/Owner”) and The United States of America (“Lessee/Government”).

2.Supplemental Lease Agreement No. 1,dated December 18, 1996, by and between Rose Group, LLC (Lessor/Owner”) and The United States of America (“Lessee/Government”).

3.Supplemental Lease Agreement No. 2,dated October 7, 1997, by and between Rose Group, LLC (Lessor/Owner”) and The United States of America (“Lessee/Government”).

4.Supplemental Lease Agreement No. 3,effective December 31, 1997, by and between Hub Realty Funding, Inc. (Lessor/Owner”) and The United States of America (“Lessee/Government”).

5.Supplemental Lease Agreement No. 4, dated August 10, 1999, by and between Hub Acquisition Trust (Lessor/Owner”) and The United States of America (“Lessee/Government”). — COPY ONLY

6.Supplemental Lease Agreement No. 5, dated July 3, 2007, by and between Hub Acquisition Trust (Lessor/Owner”) and The United States of America (“Lessee/Government”).

7.Supplemental Lease Agreement No. 6, dated February 11, 2008, by and between Hub Acquisition Trust (Lessor/Owner”) and The United States of America (“Lessee/Government”).

8.Supplemental Lease Agreement No. 7, dated July 25, 2008 by and between Hub Acquisition Trust (“Lessor/Owner”) and the United States of America (“Lessee/Government”).

9.Supplemental Lease Agreement No. 8, dated July 8, 2009, by and between Hub Acquisition Trust (“Lessor/Owner”) and the United States of America (“Lessee/Government”).

ii

INDEX

Lease

1.Lease Agreement (LCA01977), dated September 30, 2009, by and between Hub Acquisition Trust (Lessor/Owner”) and The United States of America — Military Entrance Processing Service (“Lessee/Government”).

iii

INDEX

Lease

1.Lease Agreement (GS-09B-96423), dated June 19, 1996, by and between Rose Group, LLC (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

2.Supplemental Lease Agreement No. 1,dated June 19, 1996, by and between Rose Group, LLC (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

3.Supplemental Lease Agreement No. 2,dated September 27, 1996, by and between Rose Group, LLC (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

4.Supplemental Lease Agreement No. 3,dated October 15, 1996, by and between Rose Group, LLC (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

5.Supplemental Lease Agreement No. 4, dated October 18, 1996, by and between Rose Group, LLC (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

6.Supplemental Lease Agreement No. 5, dated December 18, 1996, by and between Rose Group, LLC (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

7.Supplemental Lease Agreement No. 6, dated March 13, 1997, by and between Rose Group, LLC (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

8.Supplemental Lease Agreement No. 7, dated March 13, 1997, by and between Rose Group, LLC (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

9.Supplemental Lease Agreement No. 8, dated April 22, 1997, by and between Rose Group, LLC (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

10.Supplemental Lease Agreement No. 9, dated May 21, 1997, by and between Rose Group, LLC (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

11.Supplemental Lease Agreement No. 10, dated October 2, 1997, by and between Rose Group, LLC (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

iv

12.Supplemental Lease Agreement No. 11, dated January 12, 1998, by and between Rose Group, LLC (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

13.Supplemental Lease Agreement No. 12, not dated or signed, by and between Hub Acquisition Trust (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

14.Supplemental Lease Agreement No. 13, not dated or signed, by and between Hub Acquisition Trust (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

15.Supplemental Lease Agreement No. 14, not dated, by and between Hub Acquisition Trust (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

16.Supplemental Lease Agreement No. 15, not dated, by and between Hub Acquisition Trust (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

17.Supplemental Lease Agreement No. 16, not dated, by and between Hub Acquisition Trust (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

18.Supplemental Lease Agreement No. 17, dated July 22, 2004, by and between Hub Acquisition Trust (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

19.Supplemental Lease Agreement No. 18, dated April 4, 2005, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

20.Supplemental Lease Agreement No. 19, dated July 29, 2005, by and between Hub Acquisition Trust (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

21.Supplemental Lease Agreement No. 20, dated March 22, 2007, by and between Hub Acquisition Trust (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

22.Supplemental Lease Agreement No. 21, dated March 18, 2008 by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

23.Supplemental Lease Agreement No. 22, dated April 9, 2009, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

v

SCHEDULE C

Form of Deed

[See attached copy.]

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Elizabeth S. Wigon

Sullivan & Worcester LLP

One Post Office Square

Boston, MA 02109

MAIL TAX STATEMENTS TO:

HUB Acquisition Trust

c/o Health and Retirement Properties Trust

400 Centre Street

Newton, MA 02158

Attn:  David J. Hegarty

[San Diego, CA (DFAS)]

GRANT DEED

Documentary Transfer Tax is shown on separate Certificate filed herewith.

FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ROSE GROUP, LLC, a California limited liability company, hereby grants to HUB ACQUISITION TRUST, a Maryland real estate investment trust, the following described property located in the City of San Diego, County of San Diego, State of California:

See Exhibit “A” attached hereto and incorporated herein by this reference.

Subject to the matters of record.

IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of August 22, 1997.

GRANTOR:
ROSE GROUP LLC
By:	HUB Management, Inc., Manager
	By:	/s/ David J. Hegarty
	Name:	David J. Hegarty
	Its:	President
	By:	/s/ Ajay Saini
	Name:	Ajay Saini
	Its:	Treasurer
	MAIL TAX STATEMENTS AS DIRECTED ABOVE

ii

COMMONWEALTH OF MASSACHUSETTS	)
	)         ss.
COUNTY OF Middlesex	)

On August 22, 1997, before me, the undersigned, personally appeared Ajay Saini, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

/s/ [ILLEGIBLE]
Notary Public in and for	My Commission Expires
said County and State	June 1, 2001

(SEAL)

COMMONWEALTH OF MASSACHUSETTS	)
	)         ss.
COUNTY OF Middlesex	)

On August 22, 1997, before me, the undersigned, personally appeared David J. Hegarty, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

/s/ [ILLEGIBLE]
Notary Public in and for	My Commission Expires
said County and State	June 1, 2001

(SEAL)

iii

EXHIBIT “A”

Legal Description of the Premises

[See attached copy.]

iv

San Diego, CA (DFAS)

LOT 25 OF “CITY OF SAN DIEGO INDUSTRIAL PARK UNIT NO. 7”, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 6658, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 1, 1970.

v

SCHEDULE D

State Specific Provisions

CALIFORNIA

1.             Natural Hazard Disclosures.  As used herein, the term “Natural Hazard Area” shall mean those areas identified as natural hazard areas or natural hazards in the Natural Hazard Disclosure Act, California Government Code Sections 8589.3, 8589.4 and 51183.5, and California Public Resources Code Sections 2621.9, 2694 and 4136, and any successor statutes or laws (the “Act”).  The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all maps and other information made available to the public by government agencies, the Seller has fully and completely fulfilled its disclosure obligations with respect to the Act and the Seller is fully and completely discharged from any further disclosure obligations under the Act.  The Purchaser acknowledges and agrees that nothing contained herein releases the Purchaser from its obligation to fully investigate and satisfy itself with the condition of the Property prior to the date hereof, including, without limitation, whether the Property is located in any Natural Hazard Area.  The Purchaser further acknowledges and agrees that matters may change on or prior to the Closing and that the Seller has no obligation to update, modify or supplement any information.  The Purchaser is solely responsible for all disclosures to subsequent prospective purchasers of the Property.

EX-10.6

Exhibit 10.6

101 Executive Center Drive, Columbia, SC
Lot 1, Saluda Building

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

GOVERNMENT PROPERTIES INCOME TRUST,

as Purchaser

June 14, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	4
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	5
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	6
4.1	Closing Documents	6
4.2	Title Policy	7
4.3	Environmental Reliance Letters	7
4.4	Condition of Property	7
4.5	Other Conditions	7
SECTION 5.	CONDITIONS TO SELLER’ OBLIGATION TO CLOSE	8
5.1	Purchase Price	8
5.2	Closing Documents	8
5.3	Other Conditions	8
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	8
6.1	Status and Authority of the Seller, Etc.	8
6.2	Action of the Seller, Etc.	8
6.3	No Violations of Agreements	8
6.4	Litigation	9

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6.5	Existing Leases, Etc.	9
6.6	Agreements, Etc.	10
6.7	Not a Foreign Person	10
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	11
7.1	Status and Authority of the Purchaser	12
7.2	Action of the Purchaser	12
7.3	No Violations of Agreements	12
7.4	Litigation	12
SECTION 8.	COVENANTS OF THE SELLER	13
8.1	Approval of Agreements	13
8.2	Operation of Property	13
8.3	Compliance with Laws, Etc.	13
8.4	Compliance with Agreements	13
8.5	Notice of Material Changes or Untrue Representations	13
8.6	Insurance	13
8.7	Cooperation	13
8.8	Approval of 2011 Capital Expenditure Budget	13
SECTION 9.	APPORTIONMENTS	14
9.1	Real Property Apportionments	14
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	17
10.1	Casualty	17
10.2	Condemnation	17
10.3	Survival	18
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	19
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	21
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	23
12.14	Arbitration	23
12.15	Like Kind Exchange	24
12.16	Recording	24

ii

12.17	Non-liability of Trustees of Seller	24
12.18	Non-liability of Trustees of Purchaser	24
12.19	Waiver	25
12.20	Further Assurances	25
12.21	Financials	25

iii

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of June 14, 2010, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1                   “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2                   “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3                   “Closing”  shall have the meaning given such term in Section 2.2.

1.4                   “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5                   “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6                   “Existing Title Policy”  shall mean the existing title insurance policy for the Property.

1.7                   “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8                   “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9                   “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10                 “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11                 “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12                 “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13                 “Purchase Price”  shall mean Three Million Nine Hundred Twenty-Seven Thousand Four Hundred Sixty-Two Dollars ($3,927,462).

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1.14                 “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15                 “Rent Roll”  shall mean Schedule B to this Agreement.

1.16                 “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17                 “Title Company”  shall mean Stewart Title Guaranty Company.

1.18                 “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1                   Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2                   Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on September 17, 2010, as the same may be accelerated or extended pursuant to this Section 2.2 (the “Closing Date”).

Notwithstanding the foregoing, either party may accelerate the Closing Date, by giving not less than ten (10) Business Days prior written notice (an “Acceleration Notice”) to the other, in which event the Closing Date shall be the date set forth in such Acceleration Notice, unless the party receiving the Acceleration Notice gives written notice (a “Rejection Notice”) to the other within five (5) Business Days after its receipt of the Acceleration Notice, which Rejection Notice either objects to the accelerated date set forth in the Acceleration Notice or proposes an alternative accelerated date acceptable to the other party.  In the event that any party shall give a Rejection Notice, the Closing Date shall either be not accelerated and shall occur as set forth in the first paragraph of this Section 2.2

3

or accelerated to such proposed alternative accelerated Closing Date; provided, however, that the Seller shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect any financing of the acquisition.

In addition, the Purchaser may extend the Closing Date for up to one hundred eighty (180) days (but no later than March 31, 2011), by giving not less than ten (10) Business Days prior written notice (an “Extension Notice”) to the Seller, in which event the Closing Date shall be the date set forth in such Extension Notice unless the Seller gives written notice (an “Extension Rejection Notice”) to the Purchaser within five (5) Business Days after its receipt of the Extension Notice which Extension Rejection Notice either objects to the extended date set forth in the Extension Notice or proposes an alternative extended date acceptable to the Purchaser, in which event, the Closing Date shall either be not extended and shall occur as set forth in the first paragraph of this Section 2.2 or extended to such proposed alternative extended Closing Date; provided, however, that the Seller shall have the right to give an Extension Rejection Notice only if the extension of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give an Extension Notice only if the extension of the Closing Date will adversely affect any financing of the acquisition.

2.3                   Purchase Price.

(a)           At Closing, the Purchaser shall pay the Purchase Price, subject to adjustment as provided in Article 9, to the Seller.

(b)           The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.         TITLE, DILIGENCE MATERIALS, ETC.

3.1                   Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

4

Within five (5) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5^th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2                   No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title

5

examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1                   Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)           A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)           An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and including, without limitation, (i) the Seller’s agreement to request the tenants thereunder to provide novation or other agreements as may be required under the Leases in connection with the assignment thereof to the Purchaser, and (ii) the Seller’s agreement to, within one (1) Business Day of receipt thereof, transfer to the Purchaser all rent and other payments made by the tenants under the Leases with respect to the period from and after the Closing Date, and to hold all such rent and other payments in trust for the benefit of the Purchaser pending transfer;

(c)           An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(d)           A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it

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being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(e)           To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(f)            To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(g)           A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(h)           Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2                   Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3                   Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4                   Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5                   Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

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SECTION 5.         CONDITIONS TO SELLER’ OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1                   Purchase Price.  The Purchaser shall deliver to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2                   Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3                   Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.         REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1                   Status and Authority of the Seller, Etc.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2                   Action of the Seller, Etc.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3                   No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in

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any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4                   Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5                   Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of

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reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6                   Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7                   Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged

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breach, the Purchaser gives the Seller written notice prior to the expiration of said three hundred sixty (360) day period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and, subject to the representations and warranties made in this Agreement, shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

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7.1                   Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2                   Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3                   No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4                   Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said three hundred sixty (360) period of such alleged breach with reasonable detail as to the nature of such breach.

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SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1                   Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2                   Operation of Property.  To continue to operate the Property consistent with past practices.

8.3                   Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4                   Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5                   Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6                   Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7                   Cooperation.  The Purchaser and the Seller shall reasonably cooperate in complying with the requirements under the Leases in connection with the transfer and assignment of the Property and the Leases to the Purchaser.  The provisions of this Section 8.7 shall survive the Closing hereunder.

8.8                   Approval of 2011 Capital Expenditure Budget.  In the event that the Closing Date shall be extended to a date on or after January 1, 2011 pursuant to the provisions of Section 2.2, the Seller shall prepare for the Purchaser’s review and approval

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a 2011 capital expenditure budget, which budget shall include, without limitation, budgeted items for “building improvements” and “development and redevelopment”.

SECTION 9.         APPORTIONMENTS.

9.1                   Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)annual rents, operating costs, taxes and other fixed charges payable under the Leases;

(ii)percentage rents and other unfixed charges payable under the Leases;

(iii)fuel, electric, water and other utility costs;

(iv)municipal assessments and governmental license and permit fees;

(v)Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;

(vi)water rates and charges;

(vii)sewer and vault taxes and rents; and

(viii)all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)           If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing

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Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)           If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)           If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)           No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)            At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)           Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as

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landlord under Leases entered into by the Seller prior to the date hereof.

(h)           Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget prepared as of March 31, 2010 (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts paid by the Seller prior to the Closing on account of capital expenditures under the CapEx Budget payable after the date hereof.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget prior to the date hereof.  A copy of the CapEx Budget has been previously provided to the Purchaser.

(i)            If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)            If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2                   Closing Costs.

(a)           The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title

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examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)           The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)           Each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1                 Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2                 Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this

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Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3                 Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.       DEFAULT.

11.1                 Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement or (y) pursue a suit for specific performance.

11.2                 Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.       MISCELLANEOUS.

12.1                 Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for

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any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2                 Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3                 Publicity.  The parties agree that, except as otherwise required by law and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4                 Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by

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mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)          All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)           All such notices shall be addressed,

if to the Seller, to:

c/o HRPT Properties Trust
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
[Telecopier No. (617) 928-1305]

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34^th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
[Telecopier No. (213) 621-5035]

if to the Purchaser, to:

Government Properties Income Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David M. Blackman
[Telecopier No. (617) 796-8267]

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
[Telecopier No. (617) 338-2880]

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(d)           By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5                 Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6                 Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7                 Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any

21

constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8                 Counterparts, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9                 Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10               Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11               Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12               Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

22

12.13               Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14               Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one

23

counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15               Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16               Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17               Non-liability of Trustees of Seller.  The Declaration of Trust of the Seller, dated September 12, 1996, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.

12.18               Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Government Properties Income Trust, dated June 8, 2009, as amended and

24

supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Government Properties Income Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Government Properties Income Trust.  All persons dealing with Government Properties Income Trust in any way shall look only to the assets of Government Properties Income Trust for the payment of any sum or the performance of any obligation.

12.19               Waiver.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.

12.20               Further Assurances.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.21               Financials.  The Seller shall provide the Purchaser with access to the books and records of the Seller for the purpose of preparing audited financial statements for the Property with respect to the 2007, 2008, 2009 calendar years and stub 2010 period, such financial statements to be prepared at the Purchaser’s sole cost and expense.  The provisions of this Section 12.21 shall survive the Closing.

[Signature page follows.]

25

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ John A. Mannix
Name:	John A. Mannix
Its:	President & Chief Investment Officer
PURCHASER:
GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust
By:	/s/ David M. Blackman
Name:	David M. Blackman
Its:	Treasurer & CFO

26

SCHEDULE A

Land

[See attached legal description.]

101 Executive Center Drive

Columbia, SC

Legal Description

All that certain piece, parcel or lot of land with buildings and improvements thereon and the appurtenances thereunto belonging, situate, lying and being in the state of South Carolina, County of Lexington, near the City of Columbia, being known, numbered and designated as Lot 1, inclusive, on that certain plat entitled “Koger Executive Center”, dated November 15, 1982, and recorded in the Office of the Register of Deeds for Lexington County in Plat Book 190-G, Page 149, Plat #175. Reference to which is hereby made for a more particular description of the property.

ii

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

1.Lease Agreement, dated July 26, 1994, by and between Centoff Realty Company (“Landlord”) and South Carolina School for the Deaf and Blind (“Tenant”).

2.Lease Agreement, dated July 26, 2005, by and between SBP Columbia LLC (“Landlord”) and S.C. School for the Deaf and Blind (“Tenant”).

3.First Amendment to Lease Agreement, dated January 31, 2008, by and between Hub Properties Trust (“Landlord”) and the S.C. School for the Deaf and Blind (“Tenant”). Re: Expansion into Ste. 208 at property # 604491, 121 Executive Center Drive.

4.Second Amendment to Lease, dated June 17, 2009, by and between Hub Properties Trust (“Landlord”) and the S.C. School for the Deaf and Blind (“Tenant”).  Re: Expansion into Ste. 102.

ii

INDEX

Lease

1.Governmental Real Estate Lease Agreement, dated July 25, 2008, by and between Hub Properties Trust (“Landlord”) and S.C. Department of Alcohol and Other Abuse Services (“Tenant”).

iii

INDEX

Lease

1.Governmental Real Estate Lease Agreement, dated April 30, 2008, by and between Hub Properties Trust (“Landlord”) and S.C. Public Service Commission (“Tenant”).

iv

SCHEDULE C

Form of Deed

[See attached copy.]

2006026133 FILED, RECORDED, INDEXED

05/12/2006 16:26:14:293

Rec Fee: $13.00 St Fee: $132,860.00

Co Fee: $56,210.00 Pages:7

Lexington County ROD Debra M. Gunter

DEED Bk:Pg 11053:291

Prepared by (and after recording return to):

Louis A. Monti, Esq.

Sullivan & Worcester LLP

One Post Office Square

Boston, MA 02109

At the Direction of:

At the Direction of:

M. Todd Haynie, III, Esq.

Haynsworth Sinkler & Boyd, P.A.

1426 Main Street, Suite 1200

Columbia, SC 29201-2834

LIMITED WARRANTY DEED

(Synergy Business Park, Columbia, South Carolina)

STATE OF SOUTH CAROLINA	)
	)	LIMITED WARRANTY DEED
COUNTY OF LEXINGTON	)

KNOW ALL MEN BY THESE PRESENTS, that SBP COLUMBIA, L.L.C., a Virginia limited liability company holding an undivided ninety percent (90%) interest, and MARINER CROSSING COLUMBIA, L.L.C., a Virginia limited liability company holding an undivided ten percent (10%) interest (jointly and severally, the “Grantor”), whose address is c/o Harbor Group International, 999 Waterside Drive, Suite 2300, Norfolk, Virginia 23510, for and in consideration of FIFTY-ONE MILLION ONE HUNDRED THOUSAND DOLLARS ($51,100,000), paid at and before the sealing of these presents by HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Grantee”), whose address is c/o HRPT Properties Trust, 400 Centre Street, Newton, Massachusetts 02458, the receipt and sufficiency of which are hereby acknowledged, have granted, bargained, sold and released, and by these presents does grant, bargain, sell and release, unto the said Grantee, its successors and assigns forever, the following described property to wit:

2

See Exhibit A attached hereto and incorporated herein by reference.

TOGETHER with all and singular, the rights, members, hereditaments and appurtenances to the said premises belonging, or in anywise incident or appertaining.

TO HAVE AND TO HOLD all and singular the premises before mentioned unto the said Grantee, its successors and assigns, forever.

And the Grantor does hereby bind itself and its successors and assigns, to warrant and forever defend, all and singular, said premises unto the said Grantee, its successors and assigns, against itself and its successors and assigns, and any persons whomsoever lawfully claiming by, through or under Grantor, but not otherwise, the same or any part thereof.

THIS CONVEYANCE is made expressly subject to the matters set forth on Exhibit B attached hereto and incorporated herein by reference.

[INTENTIONALLY LEFT BLANK; SIGNATURES CONTAINED ON NEXT PAGE]

3

WITNESS its hand and seal as of the 10^th day of May, 2006.

	GRANTOR:
Signed, sealed and delivered in the presence of:	SBP COLUMBIA, L.L.C., a Virginia limited liability company
	By: Synergy SC Managing Co., Inc, a Virginia corporation, its manager

Michael A. Locke
Print Name:
	By:	/s/ T. Richard Litton, Jr.
Kelly Seabold	Name:	T. Richard Litton, Jr.
Print Name:	Title:	Vice President

MARINER CROSSING COLUMBIA, L.L.C., a Virginia limited liability company

By: Mariner SC Managing Co., Inc., a Virginia corporation, its manager

Michael A. Locke
Print Name:
	By:	/s/ T. Richard Litton, Jr.
Kelly Seabold	Name:	T. Richard Litton, Jr.
Print Name:	Title:	Vice President

4

Synergy Business Park

Columbia, South Carolina

Exhibit A

Property Description

All that certain piece, parcel or lot of land with buildings and improvements thereon and the appurtenances thereunto belonging, situate, lying and being in the state of South Carolina, County of Lexington, near the City of Columbia, being known, numbered and designated as Lots 1 through 10, inclusive, on that certain plat entitled “Koger Executive Center”, dated November 15,1982, and recorded in the Office of the Register of Deeds for Lexington County in Plat Book 190-G, Page 149, Plat #175. Reference to which is hereby made for a more particular description of the property.

This being the same property conveyed to SBP Columbia, L.L.C., a Virginia limited liability company and Mariner Crossing Columbia, L.L.C., a Virginia limited liability company by deed of Centoff Realty Company, Inc., a Delaware corporation (successor-by-merger to Carocen Realty Company, Inc., a Delaware corporation, and Koger Office Park, Inc., a Florida corporation) recorded on October 31, 2000 in Record Book 6848, Page 137; and by Quit-Claim Deed recorded on October 31, 2000, in Record Book 6848, Page 129, all in the Office of the Register of Deeds for Lexington County, South Carolina.

TMS#s: 003697-02-069, 003697-02-022, 003697-02-072, 003697-02-062, 003697-02-063, 003697-02-066, 003697-02-058, and 003697-02-057.

5

COMMONWEALTH OF VIRGINIA	)
	)	ACKNOWLEDGEMENT
CITY OF Norfolk	)

The foregoing instrument was acknowledged before me this 9^th day of May, 2006, by T. Richard Litton, Jr., Vice President of Synergy SC Managing Co., Inc., a Virginia corporation, as Manager of SBP COLUMBIA, L.L.C., a Virginia limited liability company, on behalf of the limited liability company.

/s/ Lucinda W. Klevecz
	Lucinda W. Klevecz
	NOTARY PUBLIC
Notary Public	Commonwealth of Virginia
My commission expires:	My commission expires 12/31/2008
	[NOTARY SEAL]

COMMONWEALTH OF VIRGINIA	)
	)	ACKNOWLEDGEMENT
CITY OF Norfolk	)

The foregoing instrument was acknowledged before me this 9^th day of May, 2006, by T. Richard Litton, Jr., Vice President of Mariner SC Managing Co., Inc., a Virginia corporation, as Manager of MARINER CROSSING COLUMBIA, L.L.C., a Virginia limited liability company, on behalf of the limited liability company.

/s/ Lucinda W. Klevecz
	Lucinda W. Klevecz
	NOTARY PUBLIC
Notary Public	Commonwealth of Virginia
My commission expires:	My commission expires 12/31/2008
	[NOTARY SEAL]

6

Exhibit B

PERMITTED EXCEPTIONS

1.        Taxes for the year 2006 and subsequent years, are a lien not yet due and payable

2.        Rights of tenants, as tenants only, under recorded and unrecorded leases.

3.Reservation of Timber contained in deed from E.F. Metze to J.A. Jackson, dated 11/07/1905, recorded in Book ZZ, Page 232. [Lots 1-10, inclusive]

4.Easement granted South Carolina Electric & Gas Company, Inc. by instrument recorded in Deed Book 11J, Page 244. [Lots 1-10]

5.Easement granted South Carolina Electric & Gas Company, Inc. by instrument recorded in Deed Book 752, Page 160. [Lot 5 Only]

6.Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 751, Page 191. [Lot 5 Only]

7.Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 752, Page 290. [Lots 4 & 5 Only]

8.Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 752, Page 293. [Lots 8, 9 & 10 Only]

9.Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 560, Page 347. [Lots 1 & 2 Only]

10.Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 607, Page 116. [Lots 3 & 6 Only]

11.Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 607, Page 119. [Lots 7 & 8 Only]

12.Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 459, Page 124. [Lots 8, 9 and 10]

13.Easement granted City of Columbia by instrument recorded in Deed Book 1430, Page 169. [Lots 8 & 9 Only]

14.Easement granted City of Columbia by instrument recorded in Deed Book 540, Page 8. [Lots 1, 2, 3 & 8 Only]

15.Easement granted Southern Bell Telephone and Telegraph Company by instrument recorded in Deed Book 751, Page 76. [Lot 5 Only]

16.Declaration of Covenants with the City of Columbia recorded in Deed Book 2756, Page 315. [Lot 7 Only]

7

17.Non-Exclusive easement and License for Access, Ingress and Egress to Lot 9, Block V, Woodland Hills, recorded in Book 471, Page 247 and shown on plat recorded in Plat Book 64-G, Page 120. [Lot 6 Only]

18.Grant of relocated easements and rights of way to Alpine Utilities, Inc. recorded in Deed Book 542, Page 280. [Lots 2, 3, 4, 5, 8, 9 & 10]

8

STATE OF SOUTH CAROLINA	)
	)	AFFIDAVIT
COUNTY OF RICHLAND	)

PERSONALLY appeared before me the undersigned, who being duly sworn, deposes and says;

1.         I have read the information on this Affidavit and I understand such information.

2.The property is being transferred by SBP Columbia, LLC and Mariner Crossing Columbia, LLC to Hub Properties Trust on May 12, 2006.

3.         Check on of the following: The DEED is

(a) x subject to the deed recording fee as a transfer for consideration paid or to be paid in money or money’s worth.

(b) o subject to the deed recording fee as a transfer between a corporation, a partnership, or other entity and a stockholder, partner, or owner of the entity, or is a transfer to a trust or as distribution to a trust beneficiary.

(c) o EXEMPT from the deed recording fee because Property is being conveyed to shareholders of a dissolving corporation.

4.         Check one of the following if either item 3(a) or item 3(b) above has been checked.

(a) x The fee is computed on the consideration paid or to be paid in money or money’s worth in the amount of $51,100,000,00

(b) o The fee is computed on the fair market value of the realty which is $

(c) o The fee is computed on the fair market value of the realty as established for property tax purposes which is $     .

5.Check YES o or NO o to the following: A lien or encumbrance existed on the land, tenement, or realty before the transfer and remained on the land, tenement, or realty after the transfer. If “YES”, the amount of the outstanding balance of this lien or encumbrance is $      .

6.      The DEED Recording Fee is computed as follows:

(a) $51,100,000 the amount listed in item 4 above.

(b) -0- the amount listed in item 5 above (if no amount, place zero).

(c) $51,100,000 Subtract Line 6(b) from Line 6(a) and place the result.

7.As required by Code Section 12-24-70, I state that I am a responsible person who was connected with the transaction as: buyer’s Attorney.

8.Check if Property other than Real Property is being transferred on this Deed.

(a) o Mobiles Home

(b) o Other

9.        DEED OF DISTRIBUTION — ATTORNEY’S AFFIDAVIT: Estate of                            , deceased CASE NUMBER                . Personally appeared before me the undersigned attorney who, being duly sworn, certified that(s) he is licensed to practice law in the State of South Carolina; that(s) he has prepared the deed of Distribution for the Personal Rep. in the Estate of                                                        , deceased and that the grantee(s) therein are correct and conform to the estate file for the above name decedent.

10.I understand that a person required to furnish this affidavit who willfully furnishes a false or fraudulent affidavit is guilty of a misdemeanor and, upon conviction, must be fined not more than one thousand dollars or imprisoned not more than one year, or both.

Grantee, Grantor or Legal Representative connected with this transaction

/s/ M. Todd Haynie III

M. Todd Haynie III, Attorney for buyer

Sworn to before me this 12^th

day of May, 2006.

[ILLEGIBLE]

Notary Public for SC

My Commission Expires 6/14/06

9

EX-10.7

Exhibit 10.7

111 Executive Center Drive, Columbia, SC
Lot 2, Enoree Building

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

GOVERNMENT PROPERTIES INCOME TRUST,

as Purchaser

June 14, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	4
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	5
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	6
4.1	Closing Documents	6
4.2	Title Policy	7
4.3	Environmental Reliance Letters	7
4.4	Condition of Property	7
4.5	Other Conditions	7
SECTION 5.	CONDITIONS TO SELLER’ OBLIGATION TO CLOSE	8
5.1	Purchase Price	8
5.2	Closing Documents	8
5.3	Other Conditions	8
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	8
6.1	Status and Authority of the Seller, Etc.	8
6.2	Action of the Seller, Etc.	8
6.3	No Violations of Agreements	8
6.4	Litigation	9

i

6.5	Existing Leases, Etc.	9
6.6	Agreements, Etc.	10
6.7	Not a Foreign Person	10
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	11
7.1	Status and Authority of the Purchaser	12
7.2	Action of the Purchaser	12
7.3	No Violations of Agreements	12
7.4	Litigation	12
SECTION 8.	COVENANTS OF THE SELLER	13
8.1	Approval of Agreements	13
8.2	Operation of Property	13
8.3	Compliance with Laws, Etc.	13
8.4	Compliance with Agreements	13
8.5	Notice of Material Changes or Untrue Representations	13
8.6	Insurance	13
8.7	Cooperation	13
8.8	Approval of 2011 Capital Expenditure Budget	13
SECTION 9.	APPORTIONMENTS	14
9.1	Real Property Apportionments	14
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	17
10.1	Casualty	17
10.2	Condemnation	17
10.3	Survival	18
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	19
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	21
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	23
12.14	Arbitration	23
12.15	Like Kind Exchange	24
12.16	Recording	24

ii

12.17	Non-liability of Trustees of Seller	24
12.18	Non-liability of Trustees of Purchaser	24
12.19	Waiver	25
12.20	Further Assurances	25
12.21	Financials	25

iii

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of June 14, 2010, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the Seller), and GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (the Purchaser).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1“Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2“Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3“Closing”  shall have the meaning given such term in Section 2.2.

1.4“Closing Date  shall have the meaning given such term in Section 2.2.

1.5“Existing Survey” shall mean the existing ALTA survey of the Property.

1.6“Existing Title Policy”  shall mean the existing title insurance policy for the Property.

1.7“Improvements  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8“Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9“Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10“Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11“Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12“Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13“Purchase Price”  shall mean Three Million One Hundred Eighty-Nine Thousand Eight Hundred Seventy-Nine Dollars ($3,189,879).

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1.14“Purchaser” shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15“Rent Roll”  shall mean Schedule B to this Agreement.

1.16“Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17“Title Company”  shall mean Stewart Title Guaranty Company.

1.18“Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on September 17, 2010, as the same may be accelerated or extended pursuant to this Section 2.2 (the “Closing Date”).

Notwithstanding the foregoing, either party may accelerate the Closing Date, by giving not less than ten (10) Business Days prior written notice (an “Acceleration Notice”) to the other, in which event the Closing Date shall be the date set forth in such Acceleration Notice, unless the party receiving the Acceleration Notice gives written notice (a “Rejection Notice”) to the other within five (5) Business Days after its receipt of the Acceleration Notice, which Rejection Notice either objects to the accelerated date set forth in the Acceleration Notice or proposes an alternative accelerated date acceptable to the other party.  In the event that any party shall give a Rejection Notice, the Closing Date shall either be not accelerated and shall occur as set forth in the first paragraph of this Section 

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2.2 or accelerated to such proposed alternative accelerated Closing Date; provided, however, that the Seller shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect any financing of the acquisition.

In addition, the Purchaser may extend the Closing Date for up to one hundred eighty (180) days (but no later than March 31, 2011), by giving not less than ten (10) Business Days prior written notice (an “Extension Notice”) to the Seller, in which event the Closing Date shall be the date set forth in such Extension Notice unless the Seller gives written notice (an “Extension Rejection Notice”) to the Purchaser within five (5) Business Days after its receipt of the Extension Notice which Extension Rejection Notice either objects to the extended date set forth in the Extension Notice or proposes an alternative extended date acceptable to the Purchaser, in which event, the Closing Date shall either be not extended and shall occur as set forth in the first paragraph of this Section 2.2 or extended to such proposed alternative extended Closing Date; provided, however, that the Seller shall have the right to give an Extension Rejection Notice only if the extension of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give an Extension Notice only if the extension of the Closing Date will adversely affect any financing of the acquisition.

2.3Purchase Price.

(a)At Closing, the Purchaser shall pay the Purchase Price, subject to adjustment as provided in Article 9, to the Seller.

(b)The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.TITLE, DILIGENCE MATERIALS, ETC.

3.1Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

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Within five (5) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5^th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2No Other Diligence.The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title

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examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and including, without limitation, (i) the Seller’s agreement to request the tenants thereunder to provide novation or other agreements as may be required under the Leases in connection with the assignment thereof to the Purchaser, and (ii) the Seller’s agreement to, within one (1) Business Day of receipt thereof, transfer to the Purchaser all rent and other payments made by the tenants under the Leases with respect to the period from and after the Closing Date, and to hold all such rent and other payments in trust for the benefit of the Purchaser pending transfer;

(c)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(d)A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it

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being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(e)To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(f)To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(g)A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(h)Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

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SECTION 5.CONDITIONS TO SELLER’ OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1Purchase Price.  The Purchaser shall deliver to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1Status and Authority of the Seller, Etc.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2Action of the Seller, Etc.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in

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any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5Existing Leases, Etc.Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of

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reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged

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breach, the Purchaser gives the Seller written notice prior to the expiration of said three hundred sixty (360) day period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and, subject to the representations and warranties made in this Agreement, shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

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7.1Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said three hundred sixty (360) period of such alleged breach with reasonable detail as to the nature of such breach.

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SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2Operation of Property.  To continue to operate the Property consistent with past practices.

8.3Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7Cooperation.  The Purchaser and the Seller shall reasonably cooperate in complying with the requirements under the Leases in connection with the transfer and assignment of the Property and the Leases to the Purchaser.  The provisions of this Section 8.7 shall survive the Closing hereunder.

8.8Approval of 2011 Capital Expenditure Budget.  In the event that the Closing Date shall be extended to a date on or after January 1, 2011 pursuant to the provisions of Section 2.2, the Seller shall prepare for the Purchaser’s review and approval

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a 2011 capital expenditure budget, which budget shall include, without limitation, budgeted items for “building improvements” and “development and redevelopment”.

SECTION 9.APPORTIONMENTS.

9.1Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	water rates and charges;
(vii)	sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing

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Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as

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landlord under Leases entered into by the Seller prior to the date hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget prepared as of March 31, 2010 (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts paid by the Seller prior to the Closing on account of capital expenditures under the CapEx Budget payable after the date hereof.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget prior to the date hereof.  A copy of the CapEx Budget has been previously provided to the Purchaser.

(i)If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2Closing Costs.

(a)The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title

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examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)Each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this

17

Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.DEFAULT.

11.1Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement or (y) pursue a suit for specific performance.

11.2Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.MISCELLANEOUS.

12.1Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for

18

any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3Publicity.  The parties agree that, except as otherwise required by law and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by

19

mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)All such notices shall be addressed,

if to the Seller, to:

c/o HRPT Properties Trust
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
[Telecopier No. (617) 928-1305]

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34^th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
[Telecopier No. (213) 621-5035]

if to the Purchaser, to:

Government Properties Income Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David M. Blackman
[Telecopier No. (617) 796-8267]

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
[Telecopier No. (617) 338-2880]

20

(d)           By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5                 Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6                 Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7                 Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any

21

constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8                 Counterparts, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9                 Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10               Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11               Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12               Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

22

12.13               Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14               Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one

23

counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15               Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16               Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17               Non-liability of Trustees of Seller.  The Declaration of Trust of the Seller, dated September 12, 1996, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.

12.18               Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Government Properties Income Trust, dated June 8, 2009, as amended and

24

supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Government Properties Income Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Government Properties Income Trust.  All persons dealing with Government Properties Income Trust in any way shall look only to the assets of Government Properties Income Trust for the payment of any sum or the performance of any obligation.

12.19               Waiver.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.

12.20               Further Assurances.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.21               Financials.  The Seller shall provide the Purchaser with access to the books and records of the Seller for the purpose of preparing audited financial statements for the Property with respect to the 2007, 2008, 2009 calendar years and stub 2010 period, such financial statements to be prepared at the Purchaser’s sole cost and expense.  The provisions of this Section 12.21 shall survive the Closing.

[Signature page follows.]

25

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ John A. Mannix
Name:	John A. Mannix
Its:	President & Chief Investment Officer
PURCHASER:
GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust
By:	/s/ David M. Blackman
Name:	David M. Blackman
Its:	Treasurer & CFO

26

SCHEDULE A

Land

[See attached legal description.]

111 Executive Center Drive

Columbia, SC

Legal Description

All that certain piece, parcel or lot of land with buildings and improvements thereon and the appurtenances thereunto belonging, situate, lying and being in the state of South Carolina, County of Lexington, near the City of Columbia, being known, numbered and designated as Lot 2, inclusive, on that certain plat entitled “Koger Executive Center”, dated November 15, 1982, and recorded in the Office of the Register of Deeds for Lexington County in Plat Book 190-G, Page 149, Plat #175. Reference to which is hereby made for a more particular description of the property.

ii

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

1.Lease Agreement, dated April 12, 2005, by and between SBP Columbia, LLC (“Landlord”) and Brewer Seeby Inc. d/b/a Brewer Insurance Information Service (“Tenant”).

ii

INDEX

Lease

1.Lease Agreement, dated July 20, 2001, by and between SBP Columbia, L.L.C. (‘Lessor”) and Business Development Corporation of SC (“Lessee”).

iii

INDEX

Lease

1.Lease Agreement, dated December 21, 2004, by and between SBP Columbia, LLC (“Landlord”) and Exam One World Wide, Inc. (“Tenant”).

iv

INDEX

Lease

1.Lease Agreement, dated April 21, 1989, by and between Centoff Realty Co., Inc. (“Landlord”) and Carolina Claims Service, Inc. (“Tenant”).

2.Lease Amendment, dated June 14, 1999, by and between Centoff Realty Company, Inc. (“Landlord”) and Carolina Claims Service, Inc. (“Tenant”).

3.Second Amendment to Lease, dated March 26, 2004, by and between SBP Columbia, LLC (“Landlord”) and Carolina Claims Service, Inc. (“Tenant”).

4.Third Amendment to Lease, dated June 30, 2009, by and between Hub Properties Trust (“Landlord”) and Carolina Claims Service, Inc. (“Tenant”). Re: Extension of Lease Term with respect to 1,995 r.s.f on the 2^nd floor for an additional period of five (5) years, commencing July1, 2009, and expiring as of June 30, 2014.

v

INDEX

Lease

1.Lease Agreement, dated January 30, 2003, by and between SBP Columbia, L.L.C. (“Lessor”) and Leopoldstadt, Inc. d/b/a Favorite Nurses/Favorite Temps (“Lessee”).

2.First Amendment to Lease, dated February 13, 2008, by and between Hub Properties Trust successor-in-interest to SBP Columbia, L.L.C. (“Lessor”) and Favorite Healthcare Staffing, Inc. f/k/a Leopoldstadt, Inc. (“Lessee”).

vi

INDEX

Lease

1.Lease Agreement, dated September 25, 2002, between SBP Columbia, L.L.C. (“Landlord”) and Sherwood M. Cleveland, PC (“Tenant”).

2.First Amendment to Lease, dated April 12, 2005, between SBP Columbia, LLC (“Landlord”) and Sherwood M. Cleveland, PC (“Tenant”).

3.Second Amendment to Lease, dated May 3, 2005, between SBP Columbia, LLC (“Landlord”) and Sherwood M. Cleveland, PC (“Tenant”).

vii

INDEX

Lease

1.Lease Agreement, dated August 10, 2004, by and between SBP Columbia, LLC (“Lessor”) and Trippe Express, LLC (“Lessee”).

2.First Amendment to Lease Agreement, dated October 4, 2007, by and between Hub Properties Trust successor in interest to SBP Columbia, LLC (“Lessor”) and Trippe Express, LLC and Lineage Investments, Inc. (jointly and severally, “Lessee”).

viii

INDEX

Lease

1.Lease Agreement, dated April 30, 2007, by and between Hub Properties Trust (“Landlord”) and S.C. State Board of Technical & Comprehensive Education (“Tenant”).

ix

SCHEDULE C

Form of Deed

[See attached copy.]

2006026133 FILED, RECORDED, INDEXED

05/12/2006 16:26:14:293

Rec Fee: $13.00 St Fee: $132,860.00

Co Fee: $56,210.00 Pages:7

Lexington County ROD Debra M. Gunter

DEED Bk:Pg 11053:291

Prepared by (and after recording return to):

Louis A. Monti, Esq.

Sullivan & Worcester LLP

One Post Office Square

Boston, MA 02109

At the Direction of:

At the Direction of:

M. Todd Haynie, III, Esq.

Haynsworth Sinkler & Boyd, P.A.

1426 Main Street, Suite 1200

Columbia, SC 29201-2834

LIMITED WARRANTY DEED

(Synergy Business Park, Columbia, South Carolina)

STATE OF SOUTH CAROLINA	)
	)	LIMITED WARRANTY DEED
COUNTY OF LEXINGTON	)

KNOW ALL MEN BY THESE PRESENTS, that SBP COLUMBIA, L.L.C., a Virginia limited liability company holding an undivided ninety percent (90%) interest, and MARINER CROSSING COLUMBIA, L.L.C., a Virginia limited liability company holding an undivided ten percent (10%) interest (jointly and severally, the “Grantor”), whose address is c/o Harbor Group International, 999 Waterside Drive, Suite 2300, Norfolk, Virginia 23510, for and in consideration of FIFTY-ONE MILLION ONE HUNDRED THOUSAND DOLLARS ($51,100,000), paid at and before the sealing of these presents by HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Grantee”), whose address is c/o HRPT Properties Trust, 400 Centre Street, Newton, Massachusetts 02458, the receipt and sufficiency of which are hereby acknowledged, have granted, bargained, sold and released, and by these presents does grant, bargain, sell and release, unto the said Grantee, its successors and assigns forever, the following described property to wit:

2

See Exhibit A attached hereto and incorporated herein by reference.

TOGETHER with all and singular, the rights, members, hereditaments and appurtenances to the said premises belonging, or in anywise incident or appertaining.

TO HAVE AND TO HOLD all and singular the premises before mentioned unto the said Grantee, its successors and assigns, forever.

And the Grantor does hereby bind itself and its successors and assigns, to warrant and forever defend, all and singular, said premises unto the said Grantee, its successors and assigns, against itself and its successors and assigns, and any persons whomsoever lawfully claiming by, through or under Grantor, but not otherwise, the same or any part thereof.

THIS CONVEYANCE is made expressly subject to the matters set forth on Exhibit B attached hereto and incorporated herein by reference.

[INTENTIONALLY LEFT BLANK; SIGNATURES CONTAINED ON NEXT PAGE]

3

WITNESS its hand and seal as of the 10^th day of May, 2006.

	GRANTOR:
Signed, sealed and delivered in the presence of:	SBP COLUMBIA, L.L.C., a Virginia limited liability company
	By: Synergy SC Managing Co., Inc, a Virginia corporation, its manager

Michael A. Locke
Print Name:
	By:	/s/ T. Richard Litton, Jr.
Kelly Seabold	Name:	T. Richard Litton, Jr.
Print Name:	Title:	Vice President

MARINER CROSSING COLUMBIA, L.L.C., a Virginia limited liability company

By: Mariner SC Managing Co., Inc., a Virginia corporation, its manager

Michael A. Locke
Print Name:
	By:	/s/ T. Richard Litton, Jr.
Kelly Seabold	Name:	T. Richard Litton, Jr.
Print Name:	Title:	Vice President

4

Synergy Business Park

Columbia, South Carolina

Exhibit A

Property Description

All that certain piece, parcel or lot of land with buildings and improvements thereon and the appurtenances thereunto belonging, situate, lying and being in the state of South Carolina, County of Lexington, near the City of Columbia, being known, numbered and designated as Lots 1 through 10, inclusive, on that certain plat entitled “Koger Executive Center”, dated November 15,1982, and recorded in the Office of the Register of Deeds for Lexington County in Plat Book 190-G, Page 149, Plat #175. Reference to which is hereby made for a more particular description of the property.

This being the same property conveyed to SBP Columbia, L.L.C., a Virginia limited liability company and Mariner Crossing Columbia, L.L.C., a Virginia limited liability company by deed of Centoff Realty Company, Inc., a Delaware corporation (successor-by-merger to Carocen Realty Company, Inc., a Delaware corporation, and Koger Office Park, Inc., a Florida corporation) recorded on October 31, 2000 in Record Book 6848, Page 137; and by Quit-Claim Deed recorded on October 31, 2000, in Record Book 6848, Page 129, all in the Office of the Register of Deeds for Lexington County, South Carolina.

TMS#s: 003697-02-069, 003697-02-022, 003697-02-072, 003697-02-062, 003697-02-063, 003697-02-066, 003697-02-058, and 003697-02-057.

5

COMMONWEALTH OF VIRGINIA	)
	)	ACKNOWLEDGEMENT
CITY OF Norfolk	)

The foregoing instrument was acknowledged before me this 9^th day of May, 2006, by T. Richard Litton, Jr., Vice President of Synergy SC Managing Co., Inc., a Virginia corporation, as Manager of SBP COLUMBIA, L.L.C., a Virginia limited liability company, on behalf of the limited liability company.

/s/ Lucinda W. Klevecz
	Lucinda W. Klevecz
	NOTARY PUBLIC
Notary Public	Commonwealth of Virginia
My commission expires:	My commission expires 12/31/2008
	[NOTARY SEAL]

COMMONWEALTH OF VIRGINIA	)
	)	ACKNOWLEDGEMENT
CITY OF Norfolk	)

The foregoing instrument was acknowledged before me this 9^th day of May, 2006, by T. Richard Litton, Jr., Vice President of Mariner SC Managing Co., Inc., a Virginia corporation, as Manager of MARINER CROSSING COLUMBIA, L.L.C., a Virginia limited liability company, on behalf of the limited liability company.

/s/ Lucinda W. Klevecz
	Lucinda W. Klevecz
	NOTARY PUBLIC
Notary Public	Commonwealth of Virginia
My commission expires:	My commission expires 12/31/2008
	[NOTARY SEAL]

6

Exhibit B

PERMITTED EXCEPTIONS

1.        Taxes for the year 2006 and subsequent years, are a lien not yet due and payable

2.        Rights of tenants, as tenants only, under recorded and unrecorded leases.

3.Reservation of Timber contained in deed from E.F. Metze to J.A. Jackson, dated 11/07/1905, recorded in Book ZZ, Page 232. [Lots 1-10, inclusive]

4.Easement granted South Carolina Electric & Gas Company, Inc. by instrument recorded in Deed Book 11J, Page 244. [Lots 1-10]

5.Easement granted South Carolina Electric & Gas Company, Inc. by instrument recorded in Deed Book 752, Page 160. [Lot 5 Only]

6.Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 751, Page 191. [Lot 5 Only]

7.Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 752, Page 290. [Lots 4 & 5 Only]

8.Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 752, Page 293. [Lots 8, 9 & 10 Only]

9.Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 560, Page 347. [Lots 1 & 2 Only]

10.Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 607, Page 116. [Lots 3 & 6 Only]

11.Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 607, Page 119. [Lots 7 & 8 Only]

12.Basement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 459, Page 124. [Lots 8, 9 and 10]

13.Easement granted City of Columbia by instrument recorded in Deed Book 1430, Page 169. [Lots 8 & 9 Only]

14.Easement granted City of Columbia by instrument recorded in Deed Book 540, Page 8. [Lots 1, 2, 3 & 8 Only]

15.Easement granted Southern Bell Telephone and Telegraph Company by instrument recorded in Deed Book 751, Page 76. [Lot 5 Only]

16.Declaration of Covenants with the City of Columbia recorded in Deed Book 2756, Page 315. [Lot 7 Only]

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17.Non-Exclusive easement and License for Access, Ingress and Egress to Lot 9, Block V, Woodland Hills, recorded in Book 471, Page 247 and shown on plat recorded in Plat Book 64-G, Page 120. [Lot 6 Only]

18.Grant of relocated easements and rights of way to Alpine Utilities, Inc. recorded in Deed Book 542, Page 280. [Lots 2, 3, 4, 5, 8, 9 & 10]

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STATE OF SOUTH CAROLINA	)
	)	AFFIDAVIT
COUNTY OF RICHLAND	)

PERSONALLY appeared before me the undersigned, who being duly sworn, deposes and says;

1.         I have read the information on this Affidavit and I understand such information.

2.The property is being transferred by SBP Columbia, LLC and Mariner Crossing Columbia, LLC to Hub Properties Trust on May 12, 2006.

3.         Check on of the following: The DEED is

(a) x subject to the deed recording fee as a transfer for consideration paid or to be paid in money or money’s worth.

(b) o subject to the deed recording fee as a transfer between a corporation, a partnership, or other entity and a stockholder, partner, or owner of the entity, or is a transfer to a trust or as distribution to a trust beneficiary.

(c) o EXEMPT from the deed recording fee because Property is being conveyed to shareholders of a dissolving corporation.

4.         Check one of the following if either item 3(a) or item 3(b) above has been checked.

(a) x The fee is computed on the consideration paid or to be paid in money or money’s worth in the amount of $51,100,000,00

(b) o The fee is computed on the fair market value of the realty which is $

(c) o The fee is computed on the fair market value of the realty as established for property tax purposes which is $     .

5.Check YES o or NO o to the following: A lien or encumbrance existed on the land, tenement, or realty before the transfer and remained on the land, tenement, or realty after the transfer. If “YES”, the amount of the outstanding balance of this lien or encumbrance is $      .

6.      The DEED Recording Fee is computed as follows:

(a) $51,100,000 the amount listed in item 4 above.

(b) -0- the amount listed in item 5 above (if no amount, place zero).

(c) $51,100,000 Subtract Line 6(b) from Line 6(a) and place the result.

7.As required by Code Section 12-24-70, I state that I am a responsible person who was connected with the transaction as: buyer’s Attorney.

8.Check if Property other than Real Property is being transferred on this Deed.

(a) o Mobiles Home

(b) o Other

9.        DEED OF DISTRIBUTION — ATTORNEY’S AFFIDAVIT: Estate of                            , deceased CASE NUMBER                . Personally appeared before me the undersigned attorney who, being duly sworn, certified that(s) he is licensed to practice law in the State of South Carolina; that(s) he has prepared the deed of Distribution for the Personal Rep. in the Estate of                                                        , deceased and that the grantee(s) therein are correct and conform to the estate file for the above name decedent.

10.I understand that a person required to furnish this affidavit who willfully furnishes a false or fraudulent affidavit is guilty of a misdemeanor and, upon conviction, must be fined not more than one thousand dollars or imprisoned not more than one year, or both.

Grantee, Grantor or Legal Representative connected with this transaction

/s/ M. Todd Haynie III

M. Todd Haynie III, Attorney for buyer

Sworn to before me this 12^th

day of May, 2006.

[ILLEGIBLE]

Notary Public for SC

My Commission Expires 6/14/06

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EX-10.8

exhibit 10.8

55 North Robinson Ave., Oklahoma City, OK

PURCHASE AND SALE AGREEMENT

by and between

HUB ACQUISITION TRUST,

as Seller,

and

GOVERNMENT PROPERTIES INCOME TRUST,

as Purchaser

June 14, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	2
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	4
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	5
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	6
4.1	Closing Documents	6
4.2	Title Policy	7
4.3	Environmental Reliance Letters	7
4.4	Condition of Property	7
4.5	Other Conditions	7
SECTION 5.	CONDITIONS TO SELLER’ OBLIGATION TO CLOSE	7
5.1	Purchase Price	8
5.2	Closing Documents	8
5.3	Other Conditions	8
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	8
6.1	Status and Authority of the Seller, Etc.	8
6.2	Action of the Seller, Etc.	8
6.3	No Violations of Agreements	8
6.4	Litigation	9

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6.5	Existing Leases, Etc.	9
6.6	Agreements, Etc.	10
6.7	Not a Foreign Person	10
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	11
7.1	Status and Authority of the Purchaser	11
7.2	Action of the Purchaser	12
7.3	No Violations of Agreements	12
7.4	Litigation	12
SECTION 8.	COVENANTS OF THE SELLER	12
8.1	Approval of Agreements	13
8.2	Operation of Property	13
8.3	Compliance with Laws, Etc.	13
8.4	Compliance with Agreements	13
8.5	Notice of Material Changes or Untrue Representations	13
8.6	Insurance	13
8.7	Cooperation	13
8.8	Approval of 2011 Capital Expenditure Budget	13
SECTION 9.	APPORTIONMENTS	14
9.1	Real Property Apportionments	14
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	17
10.1	Casualty	17
10.2	Condemnation	17
10.3	Survival	18
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	19
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	21
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	22
12.14	Arbitration	23
12.15	Like Kind Exchange	24
12.16	Recording	24

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12.17	Non-liability of Trustees of Seller	24
12.18	Non-liability of Trustees of Purchaser	24
12.19	Waiver	25
12.20	Further Assurances	25
12.21	Financials	25

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of June 14, 2010, by and between HUB ACQUISITION TRUST, a Maryland real estate investment trust (the “Seller”), and GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1           “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2           “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3           “Closing”  shall have the meaning given such term in Section 2.2.

1.4           “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5           “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6           “Existing Title Policy”  shall mean the existing title insurance policy for the Property.

1.7           “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8           “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9           “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10         “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11         “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12         “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13         “Purchase Price”  shall mean Eight Million Three Hundred Two Thousand One Hundred Forty Dollars ($8,302,140).

1.14         “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

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1.15         “Rent Roll”  shall mean Schedule B to this Agreement.

1.16         “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17         “Title Company”  shall mean Stewart Title Guaranty Company.

1.18         “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1           Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2           Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on September 17, 2010, as the same may be accelerated or extended pursuant to this Section 2.2 (the “Closing Date”).

Notwithstanding the foregoing, either party may accelerate the Closing Date, by giving not less than ten (10) Business Days prior written notice (an “Acceleration Notice”) to the other, in which event the Closing Date shall be the date set forth in such Acceleration Notice, unless the party receiving the Acceleration Notice gives written notice (a “Rejection Notice”) to the other within five (5) Business Days after its receipt of the Acceleration Notice, which Rejection Notice either objects to the accelerated date set forth in the Acceleration Notice or proposes an alternative accelerated date acceptable to the other party.  In the event that any party shall give a Rejection Notice, the Closing Date shall either be not accelerated and shall occur as set forth in the first paragraph of this Section 2.2 or accelerated to such proposed alternative accelerated Closing Date; provided, however, that the Seller shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect the Seller’s ability to

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conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect any financing of the acquisition.

In addition, the Purchaser may extend the Closing Date for up to one hundred eighty (180) days (but no later than March 31, 2011), by giving not less than ten (10) Business Days prior written notice (an “Extension Notice”) to the Seller, in which event the Closing Date shall be the date set forth in such Extension Notice unless the Seller gives written notice (an “Extension Rejection Notice”) to the Purchaser within five (5) Business Days after its receipt of the Extension Notice which Extension Rejection Notice either objects to the extended date set forth in the Extension Notice or proposes an alternative extended date acceptable to the Purchaser, in which event, the Closing Date shall either be not extended and shall occur as set forth in the first paragraph of this Section 2.2 or extended to such proposed alternative extended Closing Date; provided, however, that the Seller shall have the right to give an Extension Rejection Notice only if the extension of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give an Extension Notice only if the extension of the Closing Date will adversely affect any financing of the acquisition.

2.3           Purchase Price.

(a)           At Closing, the Purchaser shall pay the Purchase Price, subject to adjustment as provided in Article 9, to the Seller.

(b)           The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.         TITLE, DILIGENCE MATERIALS, ETC.

3.1           Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within five (5) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt

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thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the Seller given on or prior to the fifth (5^th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2           No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

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SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1           Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)           A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)           An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and including, without limitation, (i) the Seller’s agreement to request the tenants thereunder to provide novation or other agreements as may be required under the Leases in connection with the assignment thereof to the Purchaser, and (ii) the Seller’s agreement to, within one (1) Business Day of receipt thereof, transfer to the Purchaser all rent and other payments made by the tenants under the Leases with respect to the period from and after the Closing Date, and to hold all such rent and other payments in trust for the benefit of the Purchaser pending transfer;

(c)           An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(d)           A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

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(e)           To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(f)            To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(g)           A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(h)           Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2           Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3           Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4           Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5           Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

SECTION 5.         CONDITIONS TO SELLER’ OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

7

5.1           Purchase Price.  The Purchaser shall deliver to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2           Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3           Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.         REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1           Status and Authority of the Seller, Etc.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2           Action of the Seller, Etc.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3           No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust,

8

note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4           Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5           Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state

9

bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6           Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7           Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said three hundred sixty (360) day period of such alleged breach with reasonable detail as to the nature of such breach.

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Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and, subject to the representations and warranties made in this Agreement, shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

7.1           Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its

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charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2           Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3           No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4           Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said three hundred sixty (360) period of such alleged breach with reasonable detail as to the nature of such breach.

SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

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8.1           Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2           Operation of Property.  To continue to operate the Property consistent with past practices.

8.3           Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4           Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5           Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6           Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7           Cooperation.  The Purchaser and the Seller shall reasonably cooperate in complying with the requirements under the Leases in connection with the transfer and assignment of the Property and the Leases to the Purchaser.  The provisions of this Section 8.7 shall survive the Closing hereunder.

8.8           Approval of 2011 Capital Expenditure Budget.  In the event that the Closing Date shall be extended to a date on or after January 1, 2011 pursuant to the provisions of Section 2.2, the Seller shall prepare for the Purchaser’s review and approval a 2011 capital expenditure budget, which budget shall include, without limitation, budgeted items for “building improvements” and “development and redevelopment”.

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SECTION 9.         APPORTIONMENTS.

9.1           Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	water rates and charges;
(vii)	sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)           If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent

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actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)           If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)           If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)           No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)            At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)           Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller prior to the date hereof.

(h)           Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget

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prepared as of March 31, 2010 (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts paid by the Seller prior to the Closing on account of capital expenditures under the CapEx Budget payable after the date hereof.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget prior to the date hereof.  A copy of the CapEx Budget has been previously provided to the Purchaser.

(i)            If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)            If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2           Closing Costs.

(a)           The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty

16

percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)           The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)           Each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1         Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2         Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall

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terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3         Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.       DEFAULT.

11.1         Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement or (y) pursue a suit for specific performance.

11.2         Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.       MISCELLANEOUS.

12.1         Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior

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to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2         Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3         Publicity.  The parties agree that, except as otherwise required by law and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4         Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)           All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this

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Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)           All such notices shall be addressed,

if to the Seller, to:

c/o HRPT Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. John C. Popeo
[Telecopier No. (617) 928-1305]

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34^th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
[Telecopier No. (213) 621-5035]

if to the Purchaser, to:

Government Properties Income Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David M. Blackman
[Telecopier No. (617) 796-8267]

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
Attn:  Nancy S. Grodberg, Esq.
[Telecopier No. (617) 338-2880]

(d)           By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have

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the right to specify as its address any other address within the United States of America.

12.5         Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6         Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7         Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision

21

or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8         Counterparts, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9         Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10       Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11       Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12       Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13       Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

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12.14       Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with

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the rules and statutes applicable thereto then obtaining.

12.15       Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16       Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17       Non-liability of Trustees of Seller.  The Declaration of Trust of the Seller, dated March 14, 1997, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller, in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.

12.18       Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Government Properties Income Trust, dated June 8, 2009, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Government Properties Income

24

Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Government Properties Income Trust.  All persons dealing with Government Properties Income Trust, in any way shall look only to the assets of Government Properties Income Trust for the payment of any sum or the performance of any obligation.

12.19       Waiver.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.

12.20       Further Assurances.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.21       Financials.  The Seller shall provide the Purchaser with access to the books and records of the Seller for the purpose of preparing audited financial statements for the Property with respect to the 2007, 2008, 2009 calendar years and stub 2010 period, such financial statements to be prepared at the Purchaser’s sole cost and expense.  The provisions of this Section 12.21 shall survive the Closing.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB ACQUISITION TRUST, a Maryland real estate investment trust
By:	/s/ John A. Mannix
Name:	John A. Mannix
Its:	President & Chief Investment Officer
PURCHASER:
GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust
By:	/s/ David M. Blackman
Name:	David M. Blackman
Its:	Treasurer & CFO

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SCHEDULE A

Land

[See attached legal description.]

55 North Robinson Avenue
Oklahoma City, OK

Legal Description

TRACT 1

A tract, piece, or parcel of land lying In Block Thirty-four (34) of the OKLAHOMA CITY ORIGINAL TOWNSITE, a part of the Southeast Quarter (SE/4) of Section Thirty-three (33), Township Twelve (12) North, Range Three (3) West of the Indian Meridian, Oklahoma County, Oklahoma, Including part of the vacated Main Street right-of-way and parts of vacated alley ways in said block Thirty-four (34), more particularly described as follows:

COMMENCING at the Southeast corner of Block Thirty-five (35) of the Original Oklahoma City Townsite; THENCE South 1°27’47” West along the West right-of-way line of Robinson Avenue a distance of 83.67 feet to the point or place of beginning; THENCE continuing South 1°27’47” West along said right-of-way line, the same being the East line of said Block Thirty-four (34), a distance of 218.13 feet; THENCE North 89°42’20” West, a distance of 176.50 feet; THENCE along a curve to the left a distance of 25.80 feet, said curve having a radius of 40.00 feet, a chord bearing of North 65°13’23” West and a chord length of 25.35 feet; THENCE North 1°27’47” East and parallel to the East line of said Block Thirty-four (34), a distance of 211.65 feet; THENCE South 88°33’06” East a distance of 199.75 feet to the point or place of beginning.

TRACT 2

A tract, piece, or parcel of land lying in Block Thirty-Four (34) of the OKLAHOMA CITY ORIGINAL TOWNSITE, according to the plat thereof recorded in Book 1 of Plats, Page 2, and being a part of the Southeast Quarter (SE/4) of Section Thirty-three (33), Township Twelve (12) North, Range Three (3) West of the Indian Meridian, Oklahoma County, Oklahoma, and being a portion of that certain alley vacated by City of Oklahoma City Ordinance No 170, recorded in Misc. Book 2, Page 49, Oklahoma County records, and being more particularly described as follows:

BEGINNING at the Southeast corner of Lot Thirty-four (34), Block Thirty-four (34) of the Original Oklahoma City Townsite;

THENCE South 01°27’47” West, along the east line of said Block 34, a distance of 3.60 feet;

THENCE North 88°41’29” West a distance of 148.79 feet;

THENCE North 01°27’47” East a distance of 0.03 feet to a point on the south line of said Lot Thirty-four (34), Block Thirty-four (34);

THENCE North 89°56’00” East, along the South line of said Lot 34, a distance of 148.84 feet to the point or place of beginning.

Said tract containing 270 square feet more or less.

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SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

Note:  Lease and amendments split into two pressboards.  Tab # 1-22 in pressboard-1 and Tab # 23-38 in pressboard-2.

1.Lease Agreement (GS-07B-13584), dated February 21, 1991, by and between Ultra One, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

2.Supplemental Lease No. 1, dated September 10, 1991, by and between Ultra One, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

3.Supplemental Lease No. 2, dated August 7, 1991, by and between Ultra One, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

4.Supplemental Lease No. 3, dated November 9, 1992, by and between Ultra One, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

5.Supplemental Lease No. 4, dated December 1, 1992, by and between Ultra One, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

6.Supplemental Lease No. 5, dated November 26, 1993, by and between Anderson Realty Limited Partnership (“Owner/Lessor”) United States of America (“Government/Lessee”).

7.Supplemental Lease No. 6, dated January 20, 1993, by and between Ultra One, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

8.Supplemental Lease No. 7, effective January 1, 1993, by and between Ultra One, Inc. (former “Lessor”) and Anderson Realty Limited Partnership (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

9.Supplemental Lease No. 8, dated June 21, 1995, by and between Anderson Realty Limited Partnership (former “Lessor”) and Rosecliff Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

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10.Supplemental Lease No. 9, dated July 14, 1995, by and between Rosecliff Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

11.Supplemental Lease No. 10, dated August 25, 1995, by and between Rosecliff Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

12.Supplemental Lease No. 11, dated October 2, 1995, by and between Rosecliff Realty Funding, Inc. (former “Lessor”) and Rosecliff Realty III, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

13.Supplemental Lease No. 12, dated August 1, 1997, effective July 10, 1997, by and between Rosecliff Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

14.Supplemental Lease No. 13, dated July 16, 1997, by and between Rosecliff Realty III, Inc. (former “Lessor”) and Hub Realty III, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

15.Supplemental Lease No. 14, effective August 1, 1997, by and between Hub Realty III, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

16.Supplemental Lease No. 15, effective September 1, 1997, by and between Rosecliff Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

17.Supplemental Lease No. 16(REV.), dated February 23, 1998, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

18.Supplemental Lease No. 17, effective April 2, 1998, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

19.Supplemental Lease No. 18,dated September 23, 1998, by and between Hub Realty III, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”). Note: Not Executed see note in with SLA.

20.Supplemental Lease No. 19, dated September 21, 2000, by and between Hub Realty III, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

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21.Supplemental Lease No. 20, dated October 16, 2000, by and between Hub Realty III, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

22.Supplemental Lease No. 21, dated March 2, 2001, by and between Hub Realty, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

23.Supplemental Lease No. 22, dated May 1, 2002, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

24.Supplemental Lease No. 23, dated June 28, 2002, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

25.Supplemental Lease No. 24, dated November 20, 2002, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

26.Supplemental Lease No. 25, dated November 14, 2003, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

27.Supplemental Lease No. 26, dated June 27, 2006, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

28.Supplemental Lease No. 27, dated July 11, 2006, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

29.Supplemental Lease No. 28, effective May 1, 2006, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”). Note: Not Executed see note in with SLA.

30.Supplemental Lease No. 29, dated October 4, 2006, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

31.Supplemental Lease No. 30, dated October 4, 2006, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

32.Supplemental Lease No. 31, effective September 28, 2006, by and between Hub Acquisition Trust (“Owner/Lessor”) and the

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United States of America (“Government/Lessee”). Note: Not Executed see note in with SLA.

33.Supplemental Lease No. 32, dated July 10, 2008 by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

34.Supplemental Lease No. 33, - MISSING

35.Supplemental Lease No. 34, dated July 10, 2008 by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

36.Supplemental Lease No. 35, dated April 11, 2008, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

37.Supplemental Lease No. 36, dated September 3, 2008, by and between Hub Acquisition Trust (“Lessor”) and the United States of America (“Lessee”).

38.Supplemental Lease No. 37, dated December 18, 2008, by and between Hub Acquisition Trust (“Lessor”) and the United States of America (“Government”).

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INDEX

Lease

1.Lease, dated May 18, 2009, by and between Hub Acquisition Trust (“Landlord”) and HHS Texas Management, L.P. (“Tenant”).

2.Guaranty, dated May 18, 2009, from Universal American Corp. (“Guarantor”) to Hub Acquisition Trust (“Landlord”).

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SCHEDULE C

Form of Deed

[See attached copy.]

[ILLEGIBLE]

SPECIAL WARRANTY DEED

KNOW ALL MEN BY THESE PRESENTS: BOOK 7663 PAGE 0077

That CLINIC BUILDING ASSOCIATES, A LIMITED PARTNERSHIP, an Oklahoma limited partnership (“Grantor”), having a mailing address of 701 Northeast 10th Street, Oklahoma City, Oklahoma 73104, Attention: Steven R. Smith, M.D., in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby grant, bargain, sell and convey to HUB PROPERTIES TRUST, a Maryland real estate investment trust (“Grantee”), having a mailing address of 400 Centre Street, Newton, Massachusetts, Attention:  Mr. David J. Hegarty, all of Grantor’s right, title and interest in and to the real property and premises situated in Oklahoma County, Oklahoma, and more particularly described in Exhibit A attached hereto and incorporated herein, together with all the improvements thereon and the appurtenance thereunto belonging, LESS AND EXCEPT any interests in and to oil, gas, casinghead gas, distillate, coal, metallic ores, and other minerals therein, thereon, or thereunder previously reserved or conveyed and all rights, interests, and estates of any nature incident thereto or arising thereunder (collectively, the “Property”), and warrants title to the same to be free, clear and discharged of and from all former grants, charges, taxes, judgments, mortgages and other liens and encumbrances of whatsoever nature made by Grantor, but not otherwise, but SUBJECT TO the matters described on Exhibit B attached hereto.

TO HAVE AND TO HOLD said described premises unto Grantee, his successors and assigns forever.

EXECUTED this 13th day of August, 1999.

		GRANTOR:
		CLINIC BUILDING ASSOCIATES,
		A LIMITED PARTNERSHIP,
STATE OF OKLAHOMA		an Oklahoma limited partnership
OKLAHOMA COUNTY
DOCUMENTARY STAMPS $21,688.50		By:	The Oklahoma City Clinic,
			A Professional Corporation,
			its General Partner
CAPITOL ABSTRACT AND TITLE COMPANY			By:	/s/ Steven R. Smith, M.D.
1608 N.W. EXPRESSWAY				Steven R. Smith, M.D.
OKLAHOMA CITY, OKLAHOMA 73118				President
	CORP
	[ILLEGIBLE]

[ILLEGIBLE]

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BOOK 7663 PAGE 0078

STATE OF OKLAHOMA	)
	)   SS.
COUNTY OF OKLAHOMA	)

This instrument was acknowledged before me on the 13th day of August, 1999, by Steven R. Smith, M.D., as President of The Oklahoma City Clinic, A Professional Corporation, an Oklahoma professional corporation, as the General Partner of Clinic Building Associates, A Limited Partnership, an Oklahoma limited partnership.

	[ILLEGIBLE]
	Notary Public
My Commission Expires:
[ILLEGIBLE]-2001
(SEAL)

[SEAL]

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BOOK 7663 PAGE 0079

COMMITMENTEXHIBIT A

Downtown Property Commitment No: 99060563

A part of Block 22 in the AMENDED PLAT OF HOWE’S CAPITOL ADDITION and a part of Block 23 in the SECOND AMENDED PLAT OF BLOCK 23, HOWE’S CAPITOL ADDITION, and a part of Blocks “A” and “B” in the AMENDED PLAT OF OAK PARK ADDITION a part of the alley adjacent thereto, and a part of Lindsay Avenue, all in Oklahoma City, Oklahoma County, Oklahoma, more particularly described as follows: Beginning at the NW corner of Block 23, Howe’s Capitol Addition, thence S89°47’06”E along the North line of said Block 23, a distance of 481.83 feet to a point on the North line of Lot 1, said Block 23, said point being 19.36 feet West of the NE corner of said Block 23, thence SO°12’23”W a distance of 284.96 feet, thence N89°47’37”W a distance of 588.51 feet; thence NO°01’13”W a distance of 269.43 feet to a point on the North line of Block 22, Howe’s Capitol Addition, thence S89°47’06”E along the North line of said Block 22, a distance of 47.84 feet to the NE corner of said Block 22, thence N75°36’17”E a distance of 61.91 feet to the point or place of beginning.

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BOOK 7663 PAGE 0080

EXHIBIT B

Parcel 5

Park Place

Permitted Encumbrances

1.	Ad Valorem taxes for 1999, and subsequent years which are not ascertainable, due or payable.
2.	Covenants as set out in Special Warranty Deed recorded in Book 4361, Page 921. and partial release of covenants set out in Certificate of Completion recorded in Book 4534, Page 1968.
3.	Easement in favor of the City of Oklahoma City, as recorded in Book 4439, Page 1244.
4.	Easement as reserved in Warranty Deed recorded in Book 4499, Page 1468.
5.	Airport Zoning Rules and Regulations recorded in Book 2237, Page 315.

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EX-10.9

Exhibit 10.9

One Memphis Pl., 200 Jefferson Ave., Memphis, TN

PURCHASE AND SALE AGREEMENT

by and between

HH HUB PROPERTIES LLC,

as Seller,

and

GOVERNMENT PROPERTIES INCOME TRUST,

as Purchaser

June 14, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Ground Lease	2
1.8	Improvements	2
1.9	Land	2
1.10	Leases	2
1.11	Other Property	2
1.12	Permitted Exceptions	2
1.13	Property	3
1.14	Purchase Price	3
1.15	Purchaser	3
1.16	Rent Roll	3
1.17	Seller	3
1.18	Title Company	3
1.19	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	5
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	5
3.1	Title	5
3.2	No Other Diligence	6
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	6
4.1	Closing Documents	6
4.2	Title Policy	8
4.3	Environmental Reliance Letters	8
4.4	Condition of Property	8
4.5	Other Conditions	8
SECTION 5.	CONDITIONS TO SELLER’ OBLIGATION TO CLOSE	8
5.1	Purchase Price	8
5.2	Closing Documents	8
5.3	Other Conditions	8
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	9
6.1	Status and Authority of the Seller, Etc.	9
6.2	Action of the Seller, Etc.	9
6.3	No Violations of Agreements	9

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6.4	Litigation	9
6.5	Existing Leases, Etc.	9
6.6	Agreements, Etc.	11
6.7	Not a Foreign Person	11
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	12
7.1	Status and Authority of the Purchaser	12
7.2	Action of the Purchaser	12
7.3	No Violations of Agreements	13
7.4	Litigation	13
SECTION 8.	COVENANTS OF THE SELLER	13
8.1	Approval of Agreements	13
8.2	Operation of Property	13
8.3	Compliance with Laws, Etc.	14
8.4	Compliance with Agreements	14
8.5	Notice of Material Changes or Untrue Representations	14
8.6	Insurance	14
8.7	Cooperation	14
8.8	Approval of 2011 Capital Expenditure Budget	14
SECTION 9.	APPORTIONMENTS	14
9.1	Real Property Apportionments	14
9.2	Closing Costs	18
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	18
10.1	Casualty	18
10.2	Condemnation	18
10.3	Survival	19
SECTION 11.	DEFAULT	19
11.1	Default by the Seller	19
11.2	Default by the Purchaser	19
SECTION 12.	MISCELLANEOUS	20
12.1	Allocation of Liability	20
12.2	Brokers	20
12.3	Publicity	20
12.4	Notices	20
12.5	Waivers, Etc.	22
12.6	Assignment; Successors and Assigns	22
12.7	Severability	22
12.8	Counterparts, Etc.	23
12.9	Performance on Business Days	23
12.10	Attorneys’ Fees	23
12.11	Section and Other Headings	23
12.12	Time of Essence	24
12.13	Governing Law	24
12.14	Arbitration	24
12.15	Like Kind Exchange	25

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12.16	Recording	25
12.17	Non-liability of Trustees of Purchaser	25
12.18	Waiver	26
12.19	Further Assurances	26
12.20	Financials	26

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of June 14, 2010, by and between HH HUB PROPERTIES LLC, a Delaware limited liability company (the “Seller”), and GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1           “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2           “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3           “Closing”  shall have the meaning given such term in Section 2.2.

1.4           “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5           “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6           “Existing Title Policy”  shall mean the existing title insurance policy for the Property.

1.7           “Ground Lease”  shall mean a Lease Agreement, between the City of Memphis, as ground lessor, and One Memphis Place Venture, as ground lessee, and assigned to the Seller, with respect to certain air rights for the elevated walkway over Fourth Alley.

1.8           “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.9           “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.10         “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.11         “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.12         “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy (other than the mortgages, deeds of trust and other documents and instruments executed and delivered in connection with the promissory note dated as of December 30, 2003, made by the HH Hub Properties Trust, in the original principal amount of $20,890,000, in favor of HRPT Properties Trust, which promissory note, mortgages, deed of trust and other documents and instruments are to be paid and discharged in full on or prior to Closing Date); (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which

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are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.13         “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.14         “Purchase Price”  shall mean Nine Million Eight Hundred Fourteen Thousand Nine Hundred Fifty-Nine Dollars ($9,814,959).

1.15         “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.16         “Rent Roll”  shall mean Schedule B to this Agreement.

1.17         “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.18         “Title Company”  shall mean Stewart Title Guaranty Company.

1.19         “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.         PURCHASE AND SALE; CLOSING.

2.1           Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2           Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on September 17, 2010, as the same may be accelerated or extended pursuant to this Section 2.2 (the “Closing Date”).

Notwithstanding the foregoing, either party may accelerate the Closing Date, by giving not less than ten (10) Business Days

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prior written notice (an “Acceleration Notice”) to the other, in which event the Closing Date shall be the date set forth in such Acceleration Notice, unless the party receiving the Acceleration Notice gives written notice (a “Rejection Notice”) to the other within five (5) Business Days after its receipt of the Acceleration Notice, which Rejection Notice either objects to the accelerated date set forth in the Acceleration Notice or proposes an alternative accelerated date acceptable to the other party.  In the event that any party shall give a Rejection Notice, the Closing Date shall either be not accelerated and shall occur as set forth in the first paragraph of this Section 2.2 or accelerated to such proposed alternative accelerated Closing Date; provided, however, that the Seller shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect any financing of the acquisition.

In addition, the Purchaser may extend the Closing Date for up to one hundred eighty (180) days (but no later than March 31, 2011), by giving not less than ten (10) Business Days prior written notice (an “Extension Notice”) to the Seller, in which event the Closing Date shall be the date set forth in such Extension Notice unless the Seller gives written notice (an “Extension Rejection Notice”) to the Purchaser within five (5) Business Days after its receipt of the Extension Notice which Extension Rejection Notice either objects to the extended date set forth in the Extension Notice or proposes an alternative extended date acceptable to the Purchaser, in which event, the Closing Date shall either be not extended and shall occur as set forth in the first paragraph of this Section 2.2 or extended to such proposed alternative extended Closing Date; provided, however, that the Seller shall have the right to give an Extension Rejection Notice only if the extension of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give an Extension Notice only if the extension of the Closing Date will adversely affect any financing of the acquisition.

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2.3           Purchase Price.

(a)   At Closing, the Purchaser shall pay the Purchase Price, subject to adjustment as provided in Article 9, to the Seller.

(b)   The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.         TITLE, DILIGENCE MATERIALS, ETC.

3.1           Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within five (5) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5^th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to

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proceed in accordance with clause (ii) above.

3.2           No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1           Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)   A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)   An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Ground Lease;

(c)   An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and including, without limitation, (i) the Seller’s agreement to request the tenants

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thereunder to provide novation or other agreements as may be required under the Leases in connection with the assignment thereof to the Purchaser, and (ii) the Seller’s agreement to, within one (1) Business Day of receipt thereof, transfer to the Purchaser all rent and other payments made by the tenants under the Leases with respect to the period from and after the Closing Date, and to hold all such rent and other payments in trust for the benefit of the Purchaser pending transfer;

(d)   An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(e)   A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(f)    Evidence reasonably satisfactory to the Purchaser and the Title Company that the promissory note dated as of December 30, 2003, made by the HH Hub Properties Trust, in the original principal amount of $20,890,000, in favor of HRPT Properties Trust, and all mortgages, deeds of trust and other documents and instruments executed and delivered in connection therewith shall have been paid and discharged in full on or prior to Closing Date];

(g)   To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(h)   To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(i)    A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(j)    Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title

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Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2           Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3           Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4           Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5           Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

SECTION 5.         CONDITIONS TO SELLER’ OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1           Purchase Price.  The Purchaser shall deliver to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2           Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3           Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date

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and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.         REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1           Status and Authority of the Seller, Etc.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2           Action of the Seller, Etc.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3           No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4           Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5           Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the

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occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-

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going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6           Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7           Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said three hundred sixty (360) day period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning

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laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and, subject to the representations and warranties made in this Agreement, shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

7.1           Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2           Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be

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limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3           No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4           Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said three hundred sixty (360) period of such alleged breach with reasonable detail as to the nature of such breach.

SECTION 8.         COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1           Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2           Operation of Property.  To continue to operate the Property consistent with past practices.

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8.3           Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4           Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5           Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6           Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7           Cooperation.  The Purchaser and the Seller shall reasonably cooperate in complying with the requirements under the Leases in connection with the transfer and assignment of the Property and the Leases to the Purchaser.  The provisions of this Section 8.7 shall survive the Closing hereunder.

8.8           Approval of 2011 Capital Expenditure Budget.  In the event that the Closing Date shall be extended to a date on or after January 1, 2011 pursuant to the provisions of Section 2.2, the Seller shall prepare for the Purchaser’s review and approval a 2011 capital expenditure budget, which budget shall include, without limitation, budgeted items for “building improvements” and “development and redevelopment”.

SECTION 9.         APPORTIONMENTS.

9.1           Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;

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(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	water rates and charges;
(vii)	sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)   If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)   If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied

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to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)   If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)   No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)    At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)   Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller prior to the date hereof.

(h)   Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget prepared as of March 31, 2010 (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts paid by the Seller prior to the Closing on account of capital expenditures under the CapEx Budget payable after the date hereof.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the

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CapEx Budget prior to the date hereof.  A copy of the CapEx Budget has been previously provided to the Purchaser.

(i)    If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)    If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

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9.2           Closing Costs.

(a)   The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)   The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)   Each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.       DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1         Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2         Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is

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taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3         Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.DEFAULT.

11.1         Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement or (y) pursue a suit for specific performance.

11.2         Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

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SECTION 12.MISCELLANEOUS.

12.1         Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2         Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3         Publicity.  The parties agree that, except as otherwise required by law and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4         Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered

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either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)   All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)   All such notices shall be addressed,

if to the Seller, to:

c/o HRPT Properties Trust
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
[Telecopier No. (617) 928-1305]

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34^th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
[Telecopier No. (213) 621-5035]

if to the Purchaser, to:

Government Properties Income Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David M. Blackman
[Telecopier No. (617) 796-8267]

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109

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Attn:  Nancy S. Grodberg, Esq.
[Telecopier No. (617) 338-2880]

(d)   By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5         Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6         Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7         Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid,

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inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8         Counterparts, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9         Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10       Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11       Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

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12.12       Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13       Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14       Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

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The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15       Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16       Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17       Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Government Properties Income Trust, dated June 8, 2009, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Government Properties Income Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Government Properties Income Trust.  All persons dealing with Government Properties Income Trust in any way shall look only to the assets

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of Government Properties Income Trust for the payment of any sum or the performance of any obligation.

12.18       Waiver.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.

12.19       Further Assurances.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.20       Financials.  The Seller shall provide the Purchaser with access to the books and records of the Seller for the purpose of preparing audited financial statements for the Property with respect to the 2007, 2008, 2009 calendar years and stub 2010 period, such financial statements to be prepared at the Purchaser’s sole cost and expense.  The provisions of this Section 12.20 shall survive the Closing.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HH HUB PROPERTIES LLC , a Delaware limited liability company
By:	/s/ John A. Mannix
Name:	John A. Mannix
Its:	President & Chief Investment Officer
PURCHASER:
GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust
By:	/s/ David M. Blackman
Name:	David M. Blackman
Its:	Treasurer & CFO

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SCHEDULE A

Land

[See attached legal description.]

One Memphis Place

200 Jefferson Avenue

Memphis, TN

Legal Description

PARCEL I

Being all of Lot [ILLEGIBLE] of the Original Plan of Memphis as recorded in instrument Number AE [ILLEGIBLE] (Tract 3) at the Shelby County Register’s Office and being more particularly described by metes and bounds as follows

Beginning of the intersection of the east right of way line of North Third Street (66 feet wide), with the south right of way line of Adams Avenue (66 feet wide); thence South [ILLEGIBLE] East along [ILLEGIBLE] south right of way line of Adams Avenue a distance of 150.65 feet to an iron pin set in the west line of Fourth Alley (24.75 feet wide); thence South [ILLEGIBLE] West along the west line of Fourth Alley a distance of [ILLEGIBLE] feet to a set iron pin at the intersection of said west line of Fourth Alley and north right of way line of Adams Alley (16.5 feet wide) (not open); thence South [ILLEGIBLE] West along said north right of way line of Adams Alley a distance of 150.45 feet to a set iron pin in the east right of way of North Third Street; thence North [ILLEGIBLE] East along the [ILLEGIBLE] line of North Third Street a distance of 150.60 feet to the point of beginning

PARCEL II

*Y4–9127 and Instrument No.

Being all of Lot 411 of the Original Plan of Memphis as recorded in instrument number AE 7199 (Tract 1) and also being a closed portion of Adams Alley as recorded in instrument number [ILLEGIBLE] AE 7199 (part of Tract 4) at the Shelby County Register’s Office and being more particularly described by metes and bounds as follows:

Beginning of a point in the east right of way line of North Third Street (66 feet wide’ [ILLEGIBLE] point being North [ILLEGIBLE] East a distance of 19.98 feet from the [ILLEGIBLE] intersection of said east right of way line of North Third Street and the north right of way line of Jefferson Avenue (66 feet wide); thence North [ILLEGIBLE] East along said east right of way line of North Third Street a distance of 145.16 feet to a set iron pin of the intersection of said east right of way line of North Third Street and the south right of way line of Adams Alley (16.5 feet wide) (not open); thence North [ILLEGIBLE] East along said south right of way line of Adams Alley a distance of 150.45 feet to a set iron pin, in the west line of Fourth Alley (24.75 feet wide); thence South [ILLEGIBLE] West along the west line of Fourth Alley a distance of 165.63 feet to a set iron pin at the intersection of said west line of Fourth Alley and north right of way line of Jefferson Avenue, thence North [ILLEGIBLE] West along said north right of way line of Jefferson Avenue a distance of 130.24 feet to a point of curvature, thence northwestwardly along the arc of a curve to the right having a radius of 20.00 feet on arc distance of 31.39 feet (chord = North [ILLEGIBLE] West 28.27 feet) to the point of beginning

PARCEL III

Being an easement and lease across Fourth Alley for an elevated walkway and being more particularly described by metes and bounds as follows:

Beginning at the southeast corner of parcel II, thence North [ILLEGIBLE] East along the east line of said Parcel II and the west line of Fourth Alley (24.75 feet wide) a distance of 34.14 feet to the point of beginning; thence continuing North [ILLEGIBLE] East along said east line of parcel II and west line of Fourth Alley a distance of 19.61 feet to a point, thence North [ILLEGIBLE] East a distance of 24.76 feet to a point in the east line of said Fourth Alley and the west line of Parcel IV, thence South [ILLEGIBLE] West along said east line of Fourth Alley and west line of Parcel IV a distance of 19.61 feet to a point; thence South [ILLEGIBLE] West a distance of 24.76 feet to the point of beginning

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Legal Description

PARCEL IV

Being all of Lot 550 & Part of Lot 551 in County Lot 478 of the Original Plan of Memphis as recorded in instrument number AE 7199 (part of Tract 2) at the Shelby County Register’s Office and being more particularly described by metes and bounds as follows:

Beginning of a found chiseled mark of the intersection of the cost line of Fourth Alley (24.75 feet wide) and the north right of way line of Jefferson Avenue (66 feet wide) thence; North [ILLEGIBLE] East along said east line of Fourth Alley a distance of 135.97 feet to a point of curvature, thence northeastwardly along the arc of a curve to the right having a radius of 12.00 feet an arc distance of 18.52 feet (chord = North [ILLEGIBLE] East 16.74 feet) to a point in the south line of Adams Alley: thence North [ILLEGIBLE] East along the south line of said alley a distance of 203.00 feet to a point: thence North [ILLEGIBLE] West a distance of 1.50 feet to a point in the south line of Adams Alley (16.50 feet wide), thence North [ILLEGIBLE] East along said south line of Alley a distance of 3.65 feet to a set iron pin; thence South [ILLEGIBLE] West a distance of 149.93 feet to a set iron pin in the north line of Jefferson Avenue; thence North [ILLEGIBLE] West along said north right of way line of Jefferson Avenue a distance of 218.66 feet to the point of beginning

PARCEL V

Being part of Lot 551 in County Lot 478 of the Original Plan of Memphis as recorded in instrument Number AE 7199 (part of Tract 2) at the Shelby County Register’s Office and being more particularly described by metes and bounds as follows:

Beginning at a set iron pin in the north right of way line of Jefferson Avenue (66 feet wide), said iron pin being 218.66 feet east of the east line Fourth Alley (24.75 feet wide); thence North [ILLEGIBLE] East a distance of 149.93 feet to a set iron pin; thence North [ILLEGIBLE] East along said south line of Alley a distance of 155.84 feet to a point of the northwest corner of the Spyros K. Vrionis & wife property as recorded in instrument Number V2 2572 of the Shelby County Register’s Office, thence South [ILLEGIBLE] West along the west line of said Spyros K. Vrionis & wife property a distance of 150.45 feet to a found iron pin of the southwest corner of said Spyros K. Vrionis & wife property, said point also being in said north right of way line of Jefferson Avenue, thence North [ILLEGIBLE] West along said north right of way line of Jefferson Avenue a distance of 155.84 feet to the point of beginning

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SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

1.Lease Agreement (GS-04B-30003),dated December 14, 1989, by and between One Memphis Place Venture (“Owner/Lessor”) and United States of America (“Government/Lessee”).

2.Supplemental Lease Agreement No. 1,dated October 18, 1990, by and between One Memphis Place Venture (“Owner/Lessor”) and United States of America (“Government/Lessee”).

3.Supplemental Lease Agreement No. 2,dated July 16, 1991, by and between One Memphis Place Venture (“Owner/Lessor”) and United States of America (“Government/Lessee”).

4.Supplemental Lease Agreement No. 3,dated March 13, 1992, by and between One Memphis Place Venture (“Owner/Lessor”) and United States of America (“Government/Lessee”).

5.Supplemental Lease Agreement No. 3A,dated September 29, 1993, by and between One Memphis Place Venture (“Owner/Lessor”) and United States of America (“Government/Lessee”).

6.Supplemental Lease Agreement No. 4,dated April 27, 1992, by and between One Memphis Place Venture (“Owner/Lessor”) and United States of America (“Government/Lessee”).

7.Supplemental Lease Agreement No. 5,dated November 18, 1992, by and between One Memphis Place Venture (“Owner/Lessor”) and United States of America (“Government/Lessee”).

8.Supplemental Lease Agreement No. 5A,dated December 31, 1992, by and between One Memphis Place Venture (“Owner/Lessor”) and United States of America (“Government/Lessee”).

9.Supplemental Lease Agreement No. 5B,dated September 29, 1993, by and between One Memphis Place Venture (“Owner/Lessor”) and United States of America (“Government/Lessee”).

10.Supplemental Lease Agreement No. 6,dated January 23, 1996, by and between One Memphis Place L.P. (“Owner/Lessor”) and United States of America (“Government/Lessee”).

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11.Supplemental Lease Agreement No. 7,dated May 22, 1996, by and between One Memphis Place L.P. (“Owner/Lessor”) and United States of America (“Government/Lessee”).

12.Supplemental Lease Agreement No. 8,dated March 6, 1997, by and between One Memphis Place L.P. (“Owner/Lessor”) and United States of America (“Government/Lessee”).

13.Supplemental Lease Agreement No. 9,dated September 23, 1997, by and between One Memphis Place L.P. (“Owner/Lessor”) and United States of America (“Government/Lessee”).

14.Supplemental Lease Agreement No. 10,undated, by and between One Memphis Place L.P. (“Owner/Lessor”) and United States of America (“Government/Lessee”). (not signed)

15.Supplemental Lease Agreement No. 11,dated January 19, 1999, by and between Hub Properties Trust, successor in interest to One Memphis Place L.P. (“Owner/Lessor”) and United States of America (“Government/Lessee”).

16.Supplemental Lease Agreement No. 12,dated March 25, 1999, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

17.Supplemental Lease Agreement No. 13,dated July 30, 1999, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

18.Supplemental Lease Agreement No. 14,dated October 12, 2000, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

19.Supplemental Lease Agreement No. 15,dated July 6, 2000, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

20.Supplemental Lease Agreement No. 16,dated August 16, 2000, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

21.Supplemental Lease Agreement No. 17, dated March 26, 2002, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

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22.Supplemental Lease Agreement No. 18,dated December 18, 2002, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

23.Supplemental Lease Agreement No. 19,dated February 21, 2007, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

24.Supplemental Lease Agreement No. 20,dated June 15, 2007, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

25.Supplemental Lease Agreement No. 21, dated March 25, 2008, by and between HH Hub Properties LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).  Re: New Lessor/Payee Address

26.Supplemental Lease Agreement No. 22,dated March 25, 2008, by and between HH Hub Properties LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

27.Supplemental Lease Agreement No. 23, dated February 1, 2009, by and between HH Hub Properties LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

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INDEX

Lease

1.Lease Agreement (GS-04B-37042),dated March 12, 1997, by and between One Memphis Place L.P. (“Owner/Lessor”) and United States of America (“Government/Lessee”).

2.Supplemental Lease Agreement No. 1,dated July 24, 1997, by and between One Memphis Place L.P. (“Owner/Lessor”) and United States of America (“Government/Lessee”).

3.Supplemental Lease Agreement No. 2,undated, by and between One Memphis Place L.P. (“Owner/Lessor”) and United States of America (“Government/Lessee”).

4.Supplemental Lease Agreement No. 3,dated November 20, 1998, by and between One Memphis Place L.P. (“Owner/Lessor”) and United States of America (“Government/Lessee”).

5.Supplemental Lease Agreement No. 4,dated November 20, 1998, by and between One Memphis Place L.P. (“Owner/Lessor”) and United States of America (“Government/Lessee”).

6.Supplemental Lease Agreement No. 5,dated May 21, 1999, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).  Re:  Contract amended to reflect change of ownership.

7.Supplemental Lease Agreement No. 6,dated June 4, 1999, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”). (not executed)

8.Supplemental Lease Agreement No. 7,dated June 4, 1999, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”). (not executed)

9.Supplemental Lease Agreement No. 8,dated May 28, 2002, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

10.Supplemental Lease Agreement No. 9,dated March 10, 2003, by and between Hub Properties Trust (“Owner/Lessor”) and

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United States of America (“Government/Lessee”).  Note: Voids SLA #8.

11.Supplemental Lease Agreement No. 10,dated June 17, 2003, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

12.Supplemental Lease Agreement No. 11,dated July 10, 2003, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

13.Supplemental Lease Agreement No. 12,dated December 9, 2003, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

14.Supplemental Lease Agreement No. 13,dated December 9, 2003, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

15.Supplemental Lease Agreement No. 14,dated February 6, 2004, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

16.Supplemental Lease Agreement No. 15,dated April 20, 2005, by and between HH Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

17.Supplemental Lease Agreement No. 16,dated July 21, 2005, by and between HH Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

18.Supplemental Lease Agreement No. 17, dated September 12, 2006, by and between HH Hub Properties LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

19.Supplemental Lease Agreement No. 18,dated February 21, 2007, by and between HH Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

20.Supplemental Lease Agreement No. 19,dated October 2, 2007, by and between HH Hub Properties LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

21.Supplemental Lease Agreement No. 20, dated October 23, 2008, by and between HH Hub Properties LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

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INDEX

Lease

1.Lease Agreement (GS-04B-47088), commencing July 1, 2007, by and between HH Hub Properties LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

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INDEX

Lease

1.Lease Agreement (GS-04B-47129), dated October 10, 2007, by and between HH Hub Properties LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

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INDEX

Lease

1.Lease Agreement (GS-04B-39078), dated May 1, 2000, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”). - -COPY

2.Supplemental Lease No. 1, dated July 13, 2000, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

3.Supplemental Lease No. 2, dated May 26, 2006, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

4.Supplemental Lease No. 3, dated February 21, 2007, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”). Re:  New payee HH Hub Properties LLC -COPY

5.Supplemental Lease No. 4, dated March 12, 2010, by and between Hub Properties Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).  – COPY

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INDEX

Lease

1.Lease Agreement (GS-04B-47094), commencing July 1, 2007, by and between HH Hub Properties LLC (“Owner/Lessor”) and United States of America (“Government/Lessor”).

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INDEX

Lease

1.Lease Agreement, dated May 21, 2008, by and between HH Hub Properties LLC (“Landlord”) and Sylvia Ford Brown, Chapter 13 Trustee (“Tenant’).

xi

INDEX

Lease

1.Lease Agreement, dated June 10, 1997, by and between One Memphis Place, L.P. (“Landlord”) and David M. Schuermann (“Tenant”).

2.First Amendment to Lease, dated August 22, 1997, by and between One Memphis Place, L.P. (“Landlord”) and David M. Schuermann (“Tenant”).

3.Assignment of Lease, dated August 22, 1997, by and between David M. Schuermann (“Assignor”), Hale, Headrick & Dewey, PLLC (“Assignee”) and One Memphis Place, L.P.(“Landlord”)

4.Second Amendment to Lease, dated March 30, 1998, by and between One Memphis Place, L.P. (“Landlord”) and Hale, Headrick & Dewey, PLLC (“Tenant”).

5.Third Amendment to Lease, dated August 29, 1998, by and between Hub Properties Trust (“Landlord”) and Hale, Headrick & Dewey, PLLC (“Tenant”).

6.Fourth Amendment to Lease, dated May 16, 2001, by and between Hub Properties Trust, successor in interest to One Memphis Place, L.P. (“Landlord”) and Hale, Headrick, Dewey, Wolf, Goldwen, Thornton & Chance, PLLC, successor in interest to Hale, Headrick & Dewey, PLLC (“Tenant”).

7.Fifth Amendment to Lease, dated August 16, 2001, by and between Hub Properties Trust (“Landlord”), Hale, Headrick, Dewey, Wolf, Golwen, Thornton & Chance, PLLC (“Tenant”) and Stephen P. Hale, S. Russell Headrick, H. Tucker Dewey and John S. Golwen (“Guarantor”).

8.Sixth Amendment to Lease, dated July 31, 2006, by and between HH Hub Properties LLC, successor in interest to Hub Properties Trust (“Landlord”) and Husch & Eppenberger LLC, successor in interest to Hale, Headrick, Dewey, Wolf, Golwen, Thornton & Chance, PLLC (“Tenant”).

9.Assignment and Assumption of Lease, dated February 29, 2008, by and between Husch & Eppenberger, LLC (“Assignor”) and Husch Blackwell Sanders LLP (“Assignee”).

10.Consent to Assignment and Assumption of Lease, dated February 29, 2008, by and between HH Hub Properties LLC

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(“Landlord”), Husch & Eppenberger, LLC (“Tenant”) and Husch Blackwell Sanders LLP (“Assignee”).

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INDEX

Lease

1.Lease Agreement, dated June 6, 1994, by and between One Memphis Place Venture (“Landlord”) and Leslie I. Ballin, P.C., Marvin E. Ballin, P.C. and Randall J. Fishman, P.C. (“Tenant”).

2.First Amendment to Lease, dated February 24, 1995, by and between One Memphis Place L.P. (“Landlord”) and Leslie I. Ballin, P.C., Marvin E. Ballin, P.C. and Randall J. Fishman, P.C. (“Tenant”).

3.Second Amendment to Lease, dated August 1, 1995, by and between One Memphis Place L.P. (“Landlord”) and Leslie I. Ballin, P.C., Marvin E. Ballin, P.C. and Randall J. Fishman, P.C. (“Tenant”).

4.Third Amendment to Lease, dated January 9, 2004, by and between Hub Properties Trust, successor in interest to One Memphis Place L.P. (“Landlord”) and Ballin, Ballin, & Fishman, P.C., successor in interest to Leslie I. Ballin, P.C., Marvin E. Ballin, P.C. and Randall J. Fishman, P.C. (“Tenant”).

5.Fourth Amendment to Lease, dated August 13, 2004, by and between HH Hub Properties LLC, successor in interest to Hub Properties Trust (“Landlord”) and Ballin, Ballin, & Fishman, P.C. (“Tenant”).

6.Fifth Amendment to Lease, dated December 2, 2004, by and between HH Hub Properties LLC (“Landlord”) and Ballin, Ballin, & Fishman, P.C. (“Tenant”).

7.Sixth Amendment to Lease, dated May 7, 2010, by and between HH Hub Properties LLC (“Landlord”) and Ballin, Ballin, & Fishman, P.C. (“Tenant”).

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INDEX

Lease

1.Lease Agreement, dated August 24, 2009, by and between HH Hub Properties LLC (“Landlord”) and Corbin Johnson, PLLC (“Tenant”). Re: Ste.775.

2.Guaranty, dated August 24, 2009, from Felicia Corbin Johnson (“Guarantor”) to HH Hub Properties LLC (“Landlord”).

3.Confirmation of Lease Term, dated October 5, 2009, by and between HH Hub Properties LLC (“Landlord”) and Corbin Johnson, PLLC (“Tenant”). Re: The Commencement Date is September 2, 2009 and the Original Term shall expire on September 30, 2012.

xv

INDEX

Lease

1.Lease Agreement, dated December 1, 2006, by and between HH Hub Properties LLC (“Landlord”) and Sidney W. Gilreath (“Tenant”).

2.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, executed January 22, 2007, by HH Hub Properties Trust LLC (“Landlord”) and Sidney W. Gilreath (“Tenant”). Re: Commencement Date occurred on March 9, 2007, and the Original Term will expire on March 8, 2012.

xvi

INDEX

Lease

1.Lease Agreement, dated May 11, 2009, by and between HH Hub Properties LLC (“Landlord”) and Barbara Loevy (“Tenant’).

2.Confirmation of Lease Term, dated July 28, 2009, by and between HH Hub Properties LLC (“Landlord”) and Barbara Loevy (“Tenant”).  Commencement date is June 24, 2009, and the Original Term shall expire on August 31, 2016.

xvii

INDEX

Lease

1.Lease Agreement, dated January 6, 2010, by and between HH Hub Properties LLC (“Landlord”) and Terita Hewlett (“Tenant”).  Re: Ste. 225

2.Confirmation of Lease Term, dated April 8, 2010, by and between HH Hub Properties LLC (“Landlord”) and Terita Hewlett (“Tenant”).  Re:  The Commencement Date is February 6, 2010, and the Original Term shall expire on February 28, 2013.

xviii

INDEX

Lease

1.Lease Agreement, dated April 23, 2008, by and between HH Hub Properties LLC (“Landlord”) and Baer & Baer PC (“Tenant”).

2.Confirmation of Lease Term,dated September 3, 2008, by and between HH Hub Properties LLC (“Landlord”) and Baer & Baer PC (“Tenant”).  Re:  The Commencement Date is August 15, 2008 and the Original Term shall expire on March 14, 2016.

xix

INDEX

Lease

1.Lease Agreement, dated August 9, 2001, by and between Hub Properties Trust (“Landlord”) and Butler, Snow, O’Mara, Stevens & Cannada, PLLC (“Tenant”).

2.First Amendment to Lease, dated September 20, 2004, by and between HH Hub Properties LLC, successor in interest to Hub Properties Trust (“Landlord”) and Butler, Snow, O’Mara, Stevens & Cannada, PLLC (“Tenant”).

3.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, executed January 31, 2005, by HH Hub Properties Trust LLC (“Landlord”) and Butler, Snow, O’Mara, Stevens & Cannada, PLLC (“Tenant”).   Re: Relocation Date occurred on September 24, 2004, and the Original Term will expire on September 30, 2007.

4.Second Amendment to Lease, dated September 25, 2007, by and between HH Hub Properties LLC (“Landlord”) and Butler, Snow, O’Mara, Stevens & Cannada, PLLC (“Tenant”).

xx

INDEX

Lease

1.Lease Agreement, dated August 22, 1994, by and between One Memphis Place L.P. (“Landlord”) and James A. Cohen and Thomas Fila (“Tenant”).

2.First Amendment to Lease, dated September 15, 1995, by and between One Memphis Place L.P. (“Landlord”) and James A. Cohen and Thomas Fila (“Tenant”).

3.Second Amendment to Lease, dated November 6, 1998, by and between Hub Properties Trust, successor in interest to One Memphis Place L.P. (“Landlord”) and James A. Cohen and Thomas Fila (“Tenant”).

4.Third Amendment to Lease, dated December 18, 2001, by and between Hub Properties Trust (“Landlord”) and James A. Cohen and Thomas Fila (“Tenant”).

5.Fourth Amendment to Lease, dated November 4, 2004, by and between HH Hub Properties LLC, successor in interest to Hub Properties Trust (“Landlord”) and James A. Cohen and Thomas Fila (“Tenant”).

6.Fifth Amendment to Lease, dated January 10, 2007, by and between HH Hub Properties LLC (“Landlord”) and James A. Cohen and Thomas Fila (“Tenant”).

7.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, executed September 12, 2007, by HH Hub Properties Trust (“Landlord”) and James A. Cohen and Thomas Fila (“Tenant”).  Re: Relocation Date occurred on February 12, 2007.

xxi

INDEX

Lease

1.Lease Agreement, dated July 1, 1990, by and between One Memphis Place Venture (“Landlord”) and Edward L. Montedonico, Jr. (“Tenant”).

2.First Amendment to Lease, dated May 19, 1992, by and between One Memphis Place Venture (“Landlord”) and Edward L. Montedonico, Jr. (“Tenant”).

3.Letter — Notice of Amendment of Paragraph 34 of the Lease Agreement, dated September 14, 1994, from Lisa A. Groff, Property Manager, One Memphis Place to Mr. Edward L. Montedonico, Jr.

4.Second Amendment to Lease, dated June 14, 1995, by and between One Memphis Place Venture, L.P. (“Landlord”) and Edward L. Montedonico, Jr. (“Tenant”).

5.Third Amendment to Lease, dated August 30, 1996, by and between One Memphis Place Venture, L.P. (“Landlord”) and Edward L. Montedonico, Jr. (“Tenant”).

6.Fourth Amendment to Lease, dated July 25, 1997, by and between One Memphis Place Venture, L.P. (“Landlord”) and Edward L. Montedonico, Jr. (“Tenant”).

7.Fifth Amendment to Lease, dated September 29, 1999, by and between Hub Properties Trust (“Landlord”), and Edward L. Montedonico, Jr. (“Tenant”).

8.Sixth Amendment to Lease,dated August 11, 2004, by and between HH Hub Properties, LLC, successor in interest to Hub Properties Trust, One Memphis Place Venture and One Memphis Place L.P. (“Landlord”) and Edward Montedonico, Jr. (“Tenant”).

9.Seventh Amendment to Lease,dated July 16, 2007, by and between HH Hub Properties, LLC (“Landlord”) and Edward L. Montedonico, Jr. (“Tenant”).

xxii

INDEX

Lease

1.Lease Agreement, dated February 15, 2005, by and between HH Hub Properties LLC (“Landlord”) and Allied Security, LLC (“Tenant”).

2.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, executed August 31, 2005, by HH Hub Properties LLC (“Landlord”) and Allied Security, LLC (“Tenant”). Re: Commencement Date occurred on April 1, 2005, and the Original Term will expire on March 31, 2010.

3.First Amendment to Lease, dated February 11, 2010, by and between HH Hub Properties Trust LLC (“Landlord”) and SpectaGuard Acquisitions, LLC, successor in interest to Allied Security, LLC (“Tenant”).

xxiii

INDEX

Lease

1.Antenna Lease Agreement, dated June 3, 1996, by and between One Memphis Place, L.P. (“Lessor”) and Intercel Memphis MTA, Inc. (“Lessee”).

2.First Amendment to Antenna Lease, dated October 31, 2006, by and between HH Hub Properties LLC, successor in interest to One Memphis Place, L.P. (“Landlord”) and Powertel/Memphis Inc. fka Intercel Memphis MTA, Inc. (“Tenant”).

3.Acknowledgement and Consent Letter for Enhancement of the Antenna Facilities Site : 9ME0004A, dated January 8, 2008, to Jennifer Monroy, CBRE Management from Kristi Anderson, Real Estate and Zoning Manager, T-Mobile South LLC, Powertel Memphis, Inc. d/b/a T-Mobile USA (“Tenant”) acknowledged, accepted and agreed to by David M. Lepore, Senior Vice president HH Hub Properties LLC.

4.Right of Entry Agreement, dated July 1, 2009, by and between HH Hub Properties LLC (“Owner”) and Zayo Bandwidth Tennessee, LLC (“Operator”). –COPY - original in Zayo Bandwith file.

xxiv

INDEX

Lease

1.Lease Agreement, dated November 21, 1997, by and between One Memphis Place, L.P. (“Lessor”) and Nextel South Corp. (“Lessee”).

2.First Amendment to Lease, dated December 31, 2001, by and between Hub Properties Trust, successor to the interest of One Memphis Place, L.P. (“Lessor”) and Nextel South Corp. (“Lessee”).

3.Second Amendment to Lease, dated January 14, 2008, by and between HH Hub Properties LLC, successor to the interest of Hub Properties Trust (“Lessor”) and Nextel South Corp (“Lessee”).

xxv

INDEX

Lease

1.Lease Agreement, dated November 16 2006, by and between HH Hub Properties LLC (“Landlord”) and Jacob Erwin and Eric Scott Hall (“Tenant”).

2.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, dated January 22, 2007, by and between HH Hub Properties LLC (“Landlord”) and Jacob Erwin and Eric Scott Hall (“Tenant”).

xxvi

INDEX

Lease

1.Lease Agreement, dated October 29, 1997, by and between One Memphis Place, L.P. (“Landlord”) and Federal Building Federal Credit Union (“Tenant”).

2.First Amendment to Lease, dated April 9, 2007, by and between HH Hub Properties LLC, successor in interest to One Memphis Place, L.P. (“Landlord”) and Federal Building Federal Credit Union (“Tenant”).

xxvii

INDEX

Lease

1.Lease Agreement, dated (according to First Amendment) May 9, 2000, by and between Hub Properties Trust (“Landlord”) and James Everette McElroy (“Tenant”).

2.First Amendment to Lease, dated March 14, 2005, by and between HH Hub Properties LLC, successor in interest to between Hub Properties Trust (“Landlord”) and James Everette McElroy (“Tenant”).

xxviii

INDEX

Lease

1.Lease Agreement, dated March 18, 1994, by and between One Memphis Place Venture (“Landlord”) and Memphis Cellular Telephone Company (“Tenant”).

2.Letter Agreement, dated March 25, 2004, by and between between Hub Properties Trust and Waller Lansden Dortch & Davis, PLLC on behalf of Verizon Wireless Tennessee Partnership d/b/a Verizon Wireless successor to Memphis Cellular Telephone Company.

3.First Amendment to Lease, dated April 21, 2008, by and between HH Hub Properties LLC, successor in interest to One Memphis Place Venture (“Landlord”) and Verizon Wireless Tennessee Partnership d/b/a Verizon Wireless (“Tenant”).

xxix

INDEX

Lease

1.Right of Entry Agreement, dated July 1, 2009, by and between HH Hub Properties LLC (“Owner”) and Zayo Bandwidth Tennessee, LLC (“Operator”).

xxx

INDEX

Lease

1.Lease Agreement, dated February 15, 2005, by and between HH Hub Properties LLC (“Landlord”) and Allied Security, LLC (“Tenant”).

2.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, executed August 31, 2005, by HH Hub Properties LLC (“Landlord”) and Allied Security, LLC (“Tenant”). Re: Commencement Date occurred on April 1, 2005, and the Original Term will expire on March 31, 2010.

3.First Amendment to Lease, dated February 11, 2010, by and between HH Hub Properties Trust LLC (“Landlord”) and SpectaGuard Acquisitions, LLC, successor in interest to Allied Security, LLC (“Tenant”).

xxxi

INDEX

Lease

1.Lease Agreement, dated July 31, 2002, by and between Hub Properties Trust (“Landlord”) and Charles E. Waldman (“Tenant”).

2.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, executed August 7, 2002, by Hub Properties Trust (“Landlord”) and Charles E. Waldman (“Tenant”). Re: Commencement Date occurred on August 1, 2002, and the Original Term will expire on July 31, 2007.

3.First Amendment to Lease, dated July 31, 2007, by and between HH Hub Properties LLC, successor in interest to Hub Properties Trust (“Landlord”) and Charles E. Waldman (“Tenant”).

xxxii

INDEX

Lease

1.Lease Agreement, dated June 29, 1995, by and between One Memphis Place, L.P. (“Landlord”) and The Wagerman Law Firm, Howard L. Wagerman (“Tenant”).

2.First Amendment to Lease, dated May 14, 2002, by and between Hub Properties Trust, successor to the interest to One Memphis Place, L.P. (“Landlord”) and The Wagerman Law Firm, Howard L. Wagerman (“Tenant”)

3.Second Amendment to Lease, dated July 26, 2007, by and between HH Hub Properties LLC, successor in interest to Hub Properties Trust (“Landlord”) and The Wagerman Law Firm, Howard L. Wagerman (“Tenant”)

xxxiii

INDEX

Lease

1.Lease, dated May 12, 2010, by and between HH Hub Properties LLC (“Landlord”) and United Gold, LLC (“Tenant”). Re:  Ste. 1350

xxxiv

INDEX

Lease

1.Lease Agreement, dated March 12, 2008, by and between HH Hub Properties LLC (“Landlord”) and Alonzo Thompson and Cedric Anderson (“Tenant”).

xxxv

SCHEDULE C

Form of Deed

[See attached copy.]

RETURN TO:

CHICAGO TITLE INSURANCE CO.

6060 POPLAR AVE.-SUITE LL37

MEMPHIS, TN 38119-0916

#2039279 [ILLEGIBLE]

[One Memphis Place, TN]

This Instrument Prepared by and after recording return to::

Elizabeth S. Wigon, Esq.
Sullivan & Worcester LLP
One Post Office Square
Boston, MA 02109

QUITCLAIM DEED

KNOW ALL PERSONS BY THESE PRESENTS that HUB PROPERTIES TRUST, a Maryland real estate investment trust whose address is 400 Centre Street, Newton, MA 02458 (“Grantor”), for and in consideration of Five Dollars ($5.00) cash in hand paid, and other good and valuable consideration, the receipt of all of which is hereby acknowledged, does hereby bargain, sell, remise, release, quitclaim and convey unto HH HUB PROPERTIES LLC, a Delaware limited liability company, whose address is 400 Centre Street, Newton, MA 02458 (“Grantee”), all of Grantor’s right, title and interest in and to the following described real estate situated and being in the City of Memphis, County of Shelby, State of Tennessee, to-wit:

All that certain real estate described in Exhibit A attached hereto and incorporated herein by reference.

This being the same real estate conveyed to Grantor by Quitclaim Deed of record as Instrument No. 03076804 on April 22, 2003 in the Shelby County Register’s Office. The foregoing legal description was taken from the previous deed of record, no new boundary survey having been prepared in connection with this conveyance.

Property Address:

200 Jefferson Avenue
One Memphis Place
Memphis, TN

mail Tax Bills to: Owner	Re-Recording
Hub Properties Trust	Please Record & Return to: 101-2711
400 Centre Street	Bridge Service Corp.
Newton, MA 02458	800-225-2736
ATTN: John A. Mannix, President	277 Broadway, #1710
Tax Parcel Nos.: 02-28-1C, 02-28-19, 02-28-20C	New York, NY 10007-2001

THIS DEED IS BEING RE-RECORDED TO CORRECT A SCRIVENER’S ERROR.

2

THE DECLARATION OF TRUST ESTABLISHING GRANTOR, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS THERETO (THE “DECLARATION”), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME “HUB PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER THE DECLARATION COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF GRANTOR SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY FOR ANY OBLIGATION OF, OR CLAIM AGAINST GRANTOR. ALL PERSONS DEALING WITH GRANTOR, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF GRANTOR FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

IN WITNESS WHEREOF, the said Grantor has caused this instrument to be executed and its name to be assigned hereto by its authorized officer as of the 30thday of December, 2003.

	GRANTOR:
	HUB PROPERTIES TRUST
	By:	/s/ John A. Mannix
	Name:	John A. Mannix
	Title:	President
COMMONWEALTH OF MASSACHUSETTS
COUNTY OF MIDDLESEX

Before me, the undersigned authority, a Notary Public in and for said county and state, personally appeared the within named bargainor, John A. Mannix, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who upon oath acknowledged himself/herself to be the President of HUB PROPERTIES TRUST, the within named bargainor, a real estate investment trust, and that he/she as such officer being authorized so to do, executed the within instrument for the purposes therein contained by signing the name of said corporation by himself/herself as such President.

Witness my hand and official seal of office in the aforesaid county, this 23rdday of December, 2003.

My commission expires:  August 18, 2006	/s/ Nancy M. Coyne
	Notary Public
	Nancy M. Coyne

3

COMMONWEALTH OF MASSACHUSETTS
COUNTY OF SUFFOLK

I hereby swear or affirm that to the best of affiant’s knowledge, information and belief that the actual consideration for this transfer, is $5.00.

/s/ John A. Mannix

Affiant John A. Mannix

Sworn to and subscribed before me
this 29th day of December, 2003.

/s/ Laura H. Brophy

Notary Public Laura H. Brophy

My commission expires:  12/23/2005

[SEAL]

4

Exhibit A

The Premises

[See attached copy.]

THE PREPARER OF THIS INSTRUMENT MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING THE STATUS OF THE TITLE TO THE ABOVE PREMISES OR THE DESCRIPTION OF THE PROPERTY HEREIN OR THE ACCURACY THEREOF, SINCE THE DESCRIPTION HAS BEEN PREPARED FROM INFORMATION FURNISHED TO THE PREPARER BY OTHER PARTIES.

5

“EXHIBIT A”

PARCEL I

Being all of Lot 410 of the Original Plan of Memphis as recorded in instrument Number AE [ILLEGIBLE] (Tract 3) of the Shelby County Register’s Office and being more particularly described by metes and bounds as follows

Beginning of the intersection of the east right of way line of North Third Street (66 feet wide), with the south right of way line of Adams Avenue (66 feet wide); thence South [ILLEGIBLE] East along said south right of way line of Adams Avenue a distance of 150.65 feet to an iron pin set in the west line of Fourth Alley (24.75 feet wide); thence South [ILLEGIBLE] West along the west line of Fourth Alley a distance of 149.34 feet to a set iron pin of the intersection of said west line of Fourth Alley and north right of way line of Adams Alley (16.5 feet wide) (not open); thence South [ILLEGIBLE] West along said north right of way line of Adams Alley a distance of 150.45 feet to a set iron pin in the east right of way of North Third Street; thence North [ILLEGIBLE] East along the east line of North Third Street a distance of 150.60 feet to the point of beginning

PARCEL II

*Y4-9127 and Instrument No.

Being all of Lot 411 of the Original Plan of Memphis as recorded in instrument number AE 7199 (Tract 1) and also being a closed portion of Adams Alley as recorded in instrument number AE 7199 (part of Tract 4) of the Shelby County Register’s Office and being more particularly described by metes and bounds as follows:

Beginning of a point in the east right of way line of North Third Street (66 feet wide) said point being North [ILLEGIBLE] East a distance of 19.98 feet from the P.I. intersection of said east right of way line of North Third Street and the north right of way line of Jefferson Avenue (66 feet wide); thence North [ILLEGIBLE] East along said east right of way line of North Third Street a distance of 145.16 feet to a set iron pin of the intersection of said east right of way line of North Third Street and the south right of way line of Adams Alley (16.5 feet wide) (not open); thence North [ILLEGIBLE] East along said south right of way line of Adams Alley a distance of 150.45 feet to a set iron pin, in the west line of Fourth Alley (24.75 feet wide); thence South [ILLEGIBLE] West along the west line of Fourth Alley a distance of 165.63 feet to a set iron pin of the intersection of said west line of Fourth Alley and north right of way line of Jefferson Avenue, thence North [ILLEGIBLE] West along said north right of way line of Jefferson Avenue a distance of 130.24 feet to a point of curvature, thence northwestwardly along the arc of a curve to the right having a radius of 20.00 feet on arc distance of 31.39 feet (chord = North [ILLEGIBLE] West 28.27 feet) to the point of beginning

PARCEL III

Being an easement and lease across Fourth Alley for an elevated walkway and being more particularly described by metes and bounds as follows:

Beginning of the southeast corner of parcel II, thence North [ILLEGIBLE] East along the east line of said Parcel II and the west line of Fourth Alley (24.75 feet wide) a distance of 34.14 feet to the point of beginning; thence continuing North [ILLEGIBLE] East along said east line of parcel II and west line of Fourth Alley a distance of 19.61 feet to a point, thence North [ILLEGIBLE] East a distance of 24.76 feet to a point in the east line of said Fourth Alley and the west line of Parcel IV, thence South [ILLEGIBLE] West along said east line of Fourth Alley and west line of Parcel IV a distance of 19.61 feet to a point; thence South [ILLEGIBLE] West a distance of 24.76 feet to the point of beginning

6

“EXHIBIT A” Continued

PARCEL IV

Being all of Lot 550 & Part of Lot 551 in County Lot 478 of the Original Plan of Memphis as recorded in instrument number AE 7199 (part of Tract 2) of the Shelby County Register’s Office and being more particularly described by moles and bounds as follows:

Beginning of a found [ILLEGIBLE] mark of the intersection of the east line of Fourth Alley (24.75 feet wide) and the north right of way line of Jefferson Avenue ([ILLEGIBLE] feet wide) thence; North [ILLEGIBLE] East along said east line of Fourth Alley a distance of 135.97 feet to a point of curvature, thence northeastwardly along the arc of a curve to the right having a radius of 12.00 feet an arc distance of 16.52 feet (chord [ILLEGIBLE] North [ILLEGIBLE] East 16.74 feet) to a point in the south line of Adams Alley; thence North [ILLEGIBLE] East along the south line of said alley a distance of 203.00 feet to a point; thence North [ILLEGIBLE] West a distance of 1.50 feet to a point in the south line of Adams Alley (16.50 feet wide), thence North [ILLEGIBLE] East along said south line of Alley a distance of 3.65 feet to a set iron [ILLEGIBLE] thence South [ILLEGIBLE] West a distance of 149.93 feet to a set iron pin in the north line of Jefferson Avenue; thence North [ILLEGIBLE] West [ILLEGIBLE] said north right of way line of Jefferson Avenue a distance of [ILLEGIBLE] feet to the point of [ILLEGIBLE]

PARCEL V

Being part of lot 551 in County lot 478 of the Original Plan of Memphis as recorded in instrument Number AE 7199 (part of Tract 2) of the Shelby County Register’s Office and being more particularly described by moles and bounds as follows:

Beginning of a set iron pin in the north right of way line of Jefferson Avenue ([ILLEGIBLE] feet wide), said iron pin being [ILLEGIBLE] feet east of the east line Fourth Alley 24.75 feet wide); thence North [ILLEGIBLE] East a distance of 149.93 feet to a set iron pin; thence North [ILLEGIBLE] East along said south line of Alley a distance of 155.84 feet to a point of the northwest corner of the [ILLEGIBLE] property as recorded in instrument Number [ILLEGIBLE] of the Shelby County Register’s Office, thence South [ILLEGIBLE] West along the [ILLEGIBLE] line of said [ILLEGIBLE] property a distance of 150.45 feet to a found iron pin of the southwest corner of said Spyros K. Vrionis & wife property, said point also being in said north right of way line of Jefferson Avenue, thence North [ILLEGIBLE] West along said north right of way line of Jefferson Avenue a distance of 155.84 feet to the point of beginning

7

Tom Leatherwood

Shelby County Register

As evidenced by the instrument number shown below, this document has been recorded as a permanent record in the archives of the Office of the Shelby County Register.

12/31/2003 – 02:25 PM

6 PGS: R – QUIT CLAIM
MAX 195485 – 3252614
VALUE	5.00
MORTGAGE TAX	0.00
TRANSFER TAX	0.00
RECORDING FEE	30.00
DP FEE	2.00
REGISTER’S FEE	0.00
WALK THRU FEE	0.00
TOTAL AMOUNT	32.00

TOM LEATHERWOOD

REGISTER OF DEEDS SHELBY COUNTY TENNESSEE

160 N. Main St., Suite 519 ~ Memphis, Tennessee 38103 ~ (901) 545-4366

http://register.shelby.tn.us

8

Tom Leatherwood

Shelby County Register

As evidenced by the instrument number shown below, this document has been recorded as a permanent record in the archives of the Office of the Shelby County Register.

10/07/2005 – 09:35 AM

7 PGS: R – QUIT CLAIM
FRED 350274 – 5164672
VALUE	0.00
MORTGAGE TAX	0.00
TRANSFER TAX	0.00
RECORDING FEE	35.00
DP FEE	2.00
REGISTER’S FEE	0.00
WALK THRU FEE	0.00
TOTAL AMOUNT	37.00

TOM LEATHERWOOD

REGISTER OF DEEDS SHELBY COUNTY TENNESSEE

160 N. Main St., Suite 519 ~ Memphis, Tennessee 38103 ~ (901) 545-4366

http://register.shelby.tn.us

9

EX-10.10

Exhibit 10.10

3285 E. Hemisphere Loop, Tucson, AZ

PURCHASE AND SALE AGREEMENT

by and between

HUB REALTY FUNDING, INC.,

as Seller,

and

GOVERNMENT PROPERTIES INCOME TRUST,

as Purchaser

June 14, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	4
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	5
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	6
4.1	Closing Documents	6
4.2	Title Policy	7
4.3	Environmental Reliance Letters	7
4.4	Condition of Property	7
4.5	Other Conditions	7
SECTION 5.	CONDITIONS TO SELLER’ OBLIGATION TO CLOSE	8
5.1	Purchase Price	8
5.2	Closing Documents	8
5.3	Other Conditions	8
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	8
6.1	Status and Authority of the Seller, Etc.	8
6.2	Action of the Seller, Etc.	8
6.3	No Violations of Agreements	8
6.4	Litigation	9

i

6.5	Existing Leases, Etc.	9
6.6	Agreements, Etc.	10
6.7	Not a Foreign Person	10
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	11
7.1	Status and Authority of the Purchaser	12
7.2	Action of the Purchaser	12
7.3	No Violations of Agreements	12
7.4	Litigation	12
SECTION 8.	COVENANTS OF THE SELLER	13
8.1	Approval of Agreements	13
8.2	Operation of Property	13
8.3	Compliance with Laws, Etc.	13
8.4	Compliance with Agreements	13
8.5	Notice of Material Changes or Untrue Representations	13
8.6	Insurance	13
8.7	Cooperation	13
8.8	Approval of 2011 Capital Expenditure Budget	13
SECTION 9.	APPORTIONMENTS	14
9.1	Real Property Apportionments	14
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	17
10.1	Casualty	17
10.2	Condemnation	17
10.3	Survival	18
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	19
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	21
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	23
12.14	Arbitration	23
12.15	Like Kind Exchange	24
12.16	Recording	24

ii

12.17	Non-liability of Trustees of Purchaser	24
12.18	Waiver	25
12.19	Further Assurances	25
12.20	Financials	25
12.21	State Specific Provisions	25

iii

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of June 14, 2010, by and between HUB REALTY FUNDING, INC., a Delaware corporation (the “Seller”), and GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1           “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2           “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3           “Closing”  shall have the meaning given such term in Section 2.2.

1.4           “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5           “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6           “Existing Title Policy”  shall mean the existing title insurance policy for the Property.

1.7           “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8           “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9           “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10         “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11         “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12         “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13         “Purchase Price”  shall mean Two Million Eight Hundred Eighty-Four Thousand Two Hundred Sixty-Six Dollars ($2,884,266).

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1.14         “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15         “Rent Roll”  shall mean Schedule B to this Agreement.

1.16         “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17         “Title Company”  shall mean Stewart Title Guaranty Company.

1.18         “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1           Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2           Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on July 16, 2010, as the same may be accelerated or extended pursuant to this Section 2.2 (the “Closing Date”).

Notwithstanding the foregoing, either party may accelerate the Closing Date, by giving not less than ten (10) Business Days prior written notice (an “Acceleration Notice”) to the other, in which event the Closing Date shall be the date set forth in such Acceleration Notice, unless the party receiving the Acceleration Notice gives written notice (a “Rejection Notice”) to the other within five (5) Business Days after its receipt of the Acceleration Notice, which Rejection Notice either objects to the accelerated date set forth in the Acceleration Notice or proposes an alternative accelerated date acceptable to the other party.  In the event that any party shall give a Rejection Notice, the Closing Date shall either be not accelerated and shall occur as set forth in the first paragraph of this Section

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2.2 or accelerated to such proposed alternative accelerated Closing Date; provided, however, that the Seller shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect any financing of the acquisition.

In addition, the Purchaser may extend the Closing Date for up to one hundred eighty (180) days (but no later than March 31, 2011), by giving not less than ten (10) Business Days prior written notice (an “Extension Notice”) to the Seller, in which event the Closing Date shall be the date set forth in such Extension Notice unless the Seller gives written notice (an “Extension Rejection Notice”) to the Purchaser within five (5) Business Days after its receipt of the Extension Notice which Extension Rejection Notice either objects to the extended date set forth in the Extension Notice or proposes an alternative extended date acceptable to the Purchaser, in which event, the Closing Date shall either be not extended and shall occur as set forth in the first paragraph of this Section 2.2 or extended to such proposed alternative extended Closing Date; provided, however, that the Seller shall have the right to give an Extension Rejection Notice only if the extension of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give an Extension Notice only if the extension of the Closing Date will adversely affect any financing of the acquisition.

2.3           Purchase Price.

(a)   At Closing, the Purchaser shall pay the Purchase Price, subject to adjustment as provided in Article 9, to the Seller.

(b)   The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.TITLE, DILIGENCE MATERIALS, ETC.

3.1           Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

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Within five (5) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5^th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2           No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title

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examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1           Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)   A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)   An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and including, without limitation, (i) the Seller’s agreement to request the tenants thereunder to provide novation or other agreements as may be required under the Leases in connection with the assignment thereof to the Purchaser, and (ii) the Seller’s agreement to, within one (1) Business Day of receipt thereof, transfer to the Purchaser all rent and other payments made by the tenants under the Leases with respect to the period from and after the Closing Date, and to hold all such rent and other payments in trust for the benefit of the Purchaser pending transfer;

(c)   An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(d)   A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it

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being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(e)   To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(f)    To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(g)   A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(h)   Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2           Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3           Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4           Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5           Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

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SECTION 5.CONDITIONS TO SELLER’ OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1           Purchase Price.  The Purchaser shall deliver to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2           Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3           Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1           Status and Authority of the Seller, Etc.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2           Action of the Seller, Etc.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3           No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in

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any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4           Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5           Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of

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reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6           Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7           Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged

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breach, the Purchaser gives the Seller written notice prior to the expiration of said three hundred sixty (360) day period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and, subject to the representations and warranties made in this Agreement, shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

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7.1           Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2           Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3           No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4           Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said three hundred sixty (360) period of such alleged breach with reasonable detail as to the nature of such breach.

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SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1           Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2           Operation of Property.  To continue to operate the Property consistent with past practices.

8.3           Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4           Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5           Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6           Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7           Cooperation.  The Purchaser and the Seller shall reasonably cooperate in complying with the requirements under the Leases in connection with the transfer and assignment of the Property and the Leases to the Purchaser.  The provisions of this Section 8.7 shall survive the Closing hereunder.

8.8           Approval of 2011 Capital Expenditure Budget.  In the event that the Closing Date shall be extended to a date on or after January 1, 2011 pursuant to the provisions of Section 2.2, the Seller shall prepare for the Purchaser’s review and approval

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a 2011 capital expenditure budget, which budget shall include, without limitation, budgeted items for “building improvements” and “development and redevelopment”.

SECTION 9.APPORTIONMENTS.

9.1           Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	water rates and charges;
(vii)	sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)   If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing

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Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)   If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)   If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)   No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)    At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)   Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as

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landlord under Leases entered into by the Seller prior to the date hereof.

(h)   Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget prepared as of March 31, 2010 (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts paid by the Seller prior to the Closing on account of capital expenditures under the CapEx Budget payable after the date hereof.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget prior to the date hereof.  A copy of the CapEx Budget has been previously provided to the Purchaser.

(i)    If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)    If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2           Closing Costs.

(a)   The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title

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examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)   The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)   Each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1         Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2         Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this

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Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3         Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.DEFAULT.

11.1         Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement or (y) pursue a suit for specific performance.

11.2         Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.MISCELLANEOUS.

12.1         Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for

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any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2         Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3         Publicity.  The parties agree that, except as otherwise required by law and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4         Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by

19

mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)   All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)   All such notices shall be addressed,

if to the Seller, to:

c/o HRPT Properties Trust
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
[Telecopier No. (617) 928-1305]

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34^th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
[Telecopier No. (213) 621-5035]

if to the Purchaser, to:

Government Properties Income Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David M. Blackman
[Telecopier No. (617) 796-8267]

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
[Telecopier No. (617) 338-2880]

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(d)   By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5         Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6         Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7         Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any

21

constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8         Counterparts, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9         Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10       Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11       Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12       Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

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12.13       Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14       Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one

23

counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15       Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16       Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17       Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Government Properties Income Trust, dated June 8, 2009, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Government Properties Income Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Government Properties Income Trust.  All persons dealing with Government Properties Income Trust in any way shall look only to the assets of Government Properties Income Trust for the payment of an sum or the performance of any obligation.

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12.18       Waiver.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.

12.19       Further Assurances.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.20       Financials.  The Seller shall provide the Purchaser with access to the books and records of the Seller for the purpose of preparing audited financial statements for the Property with respect to the 2007, 2008, 2009 calendar years and stub 2010 period, such financial statements to be prepared at the Purchaser’s sole cost and expense.  The provisions of this Section 12.20 shall survive the Closing.

12.21       State Specific Provisions.  The provisions set forth in Schedule D hereto are hereby incorporated herein by reference as if fully set forth herein.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB REALTY FUNDING, INC., a Delaware corporation
By:	/s/ John A. Mannix
Name:	John A. Mannix
Its:	President & Chief Investment Officer
PURCHASER:
GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust
By:	/s/ David M. Blackman
Name:	David M. Blackman
Its:	Treasurer & CFO

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SCHEDULE A

Land

[See attached legal description.]

3285 E. Hemisphere Loop

Tucson, AZ

Legal Description

PARCEL I:

Lot 33, of TUCSON INTERNATIONAL BUSINESS CENTER, according to the plat of record in the office of the County Recorder of Pima County, Arizona, recorded in Book 37, of Maps, Page 50.

EXCEPTING therefrom that portion described as follows:

BEGINNING at the Northwest corner of said Lot 33;

THENCE South 00 degrees 27 minutes 53 seconds East, a distance of 104.20 feet;

THENCE North 89 degrees 31 minutes 49 seconds East, a distance of 387.29 feet;

THENCE North 57 degrees 45 minutes 24 seconds East, a distance of 140.51 feet;

THENCE North 32 degrees 14 minutes 36 seconds West, a distance of 35.54 feet;

THENCE South 89 degrees 31 minutes 49 seconds West, a distance of 390.83 feet to the Southwest corner of Lot 32;

THENCE South 89 degrees 31 minutes 49 seconds West, a distance of 97.18 feet to the Point of Beginning.

PARCEL II:

A non-exclusive easement for ingress and egress over and through a private street, together with an access easement over adjoining lots to make necessary repairs, as granted in the Declaration of Covenants, Conditions and Restrictions for Tucson International Business Center recorded in the office of the County Recorder of Pima County, Arizona, recorded June 28, 1985 in Docket 7565, Page 1630.

ii

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

1.Lease Agreement (GS-09B-91890), dated August 27, 1992, by and between Reywest Development Corporation (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

2.Supplemental Lease Agreement No. 1, dated March 2, 1993, by and between Reywest Development Corporation (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

3.Supplemental Lease Agreement No. 2, dated December 10, 1993, by and between Reywest Development Corporation (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

4.Supplemental Lease Agreement No. 3, dated January 1, 1994, by and between Reywest Development Corporation (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

5.Supplemental Lease Agreement No. 4, dated April 7, 1994, by and between Reywest Development Corporation (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

6.Supplemental Lease Agreement No. 5, dated August 1, 1994, by and between Reywest Development (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

7.Supplemental Lease Agreement No. 6, dated August 10, 1994, by and between Reywest Development (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

8.Supplemental Lease Agreement No. 7, dated February 13, 1996 by and between Reywest Development (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

9.Supplemental Lease Agreement No. 8, dated February 20, 1996 by and between Reywest Development Corporation (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

10.Supplemental Lease Agreement No. 8, dated June 27, 1996, by and between Rosecliff Realty, Inc. (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

ii

11.Supplemental Lease Agreement No. 9 dated February 13, 1997, by and between Rosecliff Realty Funding, Inc. (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

12.Supplemental Lease Agreement No. 10, dated July 7, 1998, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

13.Supplemental Lease Agreement No. 11, dated September 9, 1998, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

14.Supplemental Lease Agreement No. 12, dated June 6, 2001, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

15.Supplemental Lease Agreement No. 13, dated August 15, 2002, by and between Hub Realty Funding, Inc. (“Lessor”) and The United States of America (“Government”).

16.Supplemental Lease Agreement No. 14, dated January 13, 2004, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

17.Supplemental Lease Agreement No. 15, dated December 14, 2005, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

18.Supplemental Lease Agreement No. 16, dated July 10, 2007, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

19.Supplemental Lease Agreement No. 17, dated January 3, 2008, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

20.Supplemental Lease Agreement No. 18, dated December 10, 2009, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

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SCHEDULE C

Form of Deed

[See attached copy.]

Tucson, AZ

EASTSIDE

F. ANN RODRIGUEZ, RECORDER		DOCKET:	11745
RECORDED BY: YRN		PAGE:	2334
DEPUTY RECORDER		NO. OF PAGES:	11
5131 [ILLEGIBLE]		SEQUENCE:	20020390541
			02/27/2002
TLATI		WTDEED	16:02
KRISTIN C GARVIN		AFFIDAVIT
ONE POST OFFICE SQUARE		MAIL
BOSTON MA 02102
		AMOUNT PAID	$	18.00

When recorded return to:

KRISTIN C GARVIN ESQ

SULLIVAN & WORCHESTER LLP

ONE POST OFFICE SQUARE

BOSTON MA 02102

DOCUMENT TITLE: Special Warranty Deed

11745  2334

Pg: 1 of 11

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When recorded, return to:

Sullivan & Worcester LLP

One Post Office Square

Boston, MA 02109

Attn: Kristin C. Garvin, Esq.

SPECIAL WARRANTY DEED

For the consideration of Ten Dollars ($10.00) and other valuable considerations, BIG TUCSON LIMITED PARTNERSHIP, a Texas limited partnership (“Grantor”), hereby grants, sells, transfers and conveys to HUB PROPERTIES TRUST,a Maryland real estate investment trust (“Grantee”), the following real property situated in Pima County, Arizona (the “Property”), together with all rights and privileges appurtenant thereto:

See Exhibit A attached hereto and made a part hereof and incorporated herein by this reference

SUBJECT to all matters indicated on Exhibit B attached hereto, Grantor warrants title to the Property against all persons whomsoever from the date of acquisition of title by Grantor to the date hereof.

DATED this 27 day of February, 2002.

BIG TUCSON LIMITED PARTNERSHIP
a Texas limited partnership
By: Cummings-Baccus Big Tucson LLC, General Partner
By:	/s/ Ross M. Cummings
	Ross M. Cummings, President/Manager

STATE OF TEXAS	)
	) ss.
COUNTY OF TRAVIS	)

The foregoing instrument was acknowledged before me this 25th day of February, 2002, by Ross M. Cummings, President and Manager of the General Partner of Big Tucson Limited Partnership, a Texaslimited partnership, for and on behalf of that limited partnership, being authorized so to do.

	/s/ Linda Henderson
	Notary Public
My commission expires:
5/29/2005

11745 2335

Pg: 2 of 11

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Exhibit A

Legal Description

[See attached]

11745 2336

Pg: 3 of 11

iv

Exhibit A

CASE NO. 424147

1 S. Church Parcels

Parcel A

A part of Block 209, City of Tucson, as recorded in Book 3 of Maps and Plats at page 70, Pima County Recorder’s Office, Pima County, Arizona, and Block 506, PUEBLO CENTER, as recorded in Book 20 of Maps and Plats at page 83, Pima County Recorder’s Office, described as follows:

COMMENCING at the survey monument at the intersection of Church Street and Broadway Boulevard;

THENCE North 18 degrees 04 minutes 40 seconds East along the centerline of Church Street a distance of 49.05 feet to a survey monument;

THENCE South 76 degrees 19 minutes 07 seconds East 52.14 feet to a point on the arc of a non tangent curve concave to the West, a radial line of said curve through said point having a bearing of South 72 degrees 20 minutes 07 secondsEast, said curve being the West line of said Block 506;

THENCE Northerly along the said West line, along the arc of said curve, to the left, having a radius of 652.00 feet and a central angle of 14 degrees 34 minutes 15 seconds for an arc distance of 165.81 feet to a point of reverse curvature of a tangent curve concave to the Southeast;

THENCE Northerly along the said West line, along the arc of said curve, to the right, having a radius of 25.00 feet and a central angle of 86 degrees 54 minutes 22 seconds for an arc distance of 37.92 feet to a point of tangency on the North line of said Block 506;

THENCE East along the said North line and the South right of way line of Congress Street a distance of 159.52 feet to the POINT OF BEGINNING;

THENCE continue East along the said South right of way line a distance of 69.74 feet to the West right of way line of Stone Avenue;

THENCE South 01 degrees 22 minutes 47 seconds East along the said West right of way line a distance of 118.00 feet;

THENCE West 85.80 feet;

THENCE North 00 degrees 22 minutes 44 seconds West 35.07 feet;

THENCE North 88 degrees 17 minutes 16 seconds East 14.00 feet;

THENCE North 00 degrees 22 minutes 44 seconds West 82.48 feet to the POINT OF BEGINNING.

TOGETHER WITH a subsurface easement and easements for entrance and exit ramps recorded in Docket 7548 at page 504 as amended in Docket 11649 at page 1752.

Tower I Parcel

CASE No. 00424147

11745 2337

Pg 4 of 11

v

A part of Block 209, City of Tucson, as recorded in Book 3 of Maps and Plats at page 70, Pima County Recorder’s Office, Pima County, Arizona, and Block 506, PUEBLO CENTER, as recorded in Book 20 of Maps and Plats at page 83, Pima County Recorder’s Office, described as follows:

COMMENCING at the survey monument at the intersection of Church Street and Broadway Boulevard;

THENCE North 18 degrees 04 minutes 40 seconds East along the centerline of Church Street a distance of 49.05 feet to a survey monument;

THENCE South 76 degrees 19 minutes 07 seconds East 52.14 feet to a point on the arc of a non tangent curve concave to the West, a radial line of said curve through said point having a bearing of South 72 degrees 20 minutes 07 seconds East, said curve being the West line of said Block 506;

THENCE Northerly along the said West line, along the arc of said curve, to the left, having a radius of 652.00 feet and a central angle of 14 degrees 34 minutes 15 seconds for an arc distance of 165.81 feet to a point of reverse curvature of a tangent curve concave to the Southeast;

THENCE Northerly along the said West line, along the arc of said curve, to the right, having a radius of 25.00 feet and a central angle of 86 degrees 54 minutes 22 seconds for an arc distance of 37.92 feet to a point of tangency on the North line of said Block 506;

THENCE East along the said North line and the South right of way line of Congress Street a distance of 229.26 feet to the West right of way line of Stone Avenue;

THENCE South 01 degrees 22 minutes 47 seconds East along the said West right of way line a distance of 248.93 feet to the North right of way line of Broadway Boulevard;

THENCE North 88 degrees 43 minutes 40 seconds West along the said North right of way line a distance of 150.93 feet;

THENCE North 00 degrees 27 minutes 23 seconds East along the said North right of way line a distance of 1.68 feet to a point on the arc of a non tangent curve concave to the North, a radial line of said curve through said point having a bearing of South 05 degrees 40 minutes 03 seconds West;

THENCE Westerly along the said North right of way line, along the arc of said curve, to the right, having a radius of 570.00 feet and a central angle of 12 degrees 41 minutes 13 seconds for an arc distance of 126.21 feet to a point of compound curvature of a tangent curve concave to the Northeast;

THENCE Westerly and Northerly along the said North right of way line, along the arc of said curve, to the right, having a radius of 25.00 feet and a central angle of 89 degrees 18 minutes 46 seconds for an arc distance of 38.97 feet to the POINT OF BEGINNING.

EXCEPT that part of Block 209 described as follows:

COMMENCING at the survey monument at the intersection of Church Street and Broadway Boulevard;

THENCE North 18 degrees 04 minutes 40 seconds East along the centerline of Church Street a distance of 49.05 feet to a survey monument;

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THENCE South 76 degrees 19 minutes 07 seconds East 52.14 feet to a point on the arc of a non tangent curve concave to the West, a radial line of said curve through said point having a bearing of South 72 degrees 20 minutes 07 seconds East, said curve being the West line of said Block 506;

THENCE Northerly along the said West line, along the arc of said curve, to the left, having a radius of 652.00 feet and a central angle of 14 degrees 34 minutes 15 seconds for an arc distance of 165.81 feet to a point of reverse curvature of a tangent curve concave to the Southeast;

THENCE Northerly along the said West line, along the arc of said curve, to the right, having a radius of 25.00 feet and a central angle of 86 degrees 54 minutes 22 seconds for an arc distance of 37.92 feet to a point of tangency on the North line of said Block 506;

THENCE East along the said North line and the South right of way line of Congress Street a distance of 159.52 feet to the POINT OF BEGINNING;

THENCE continue East along the said South right of way line a distance of 69.74 feet to the West right of way line of Stone Avenue;

THENCE South 01 degrees 22 minutes 47 seconds East along the said West right of way line a distance of 118.00 feet;

THENCE West 85.80 feet;

THENCE North 00 degrees 22 minutes 44 seconds West 35.07 feet;

THENCE North 88 degrees 17 minutes 16 seconds East 14.00 feet;

THENCE North 00 degrees 22 minutes 44 seconds West 82.48 feet to the POINT OF BEGINNING.

EXCEPT that part of Block 209 and Block 506, described as follows:

COMMENCING at the survey monument at the intersection of Church Street and Broadway Boulevard;

THENCE North 18 degrees 04 minutes 40 seconds East along the centerline of Church Street a distance of 49.05 feet to a survey monument;

THENCE South 76 degrees 19 minutes 07 seconds East 52.14 feet to a point on the arc of a non tangent curve concave to the Northeast, a radial line of said curve through said point having a bearing of North 72 degrees 20 minutes 07 seconds West, said curve being the West line of said Block 506;

THENCE Southeasterly along the said West line, along the arc of said curve, to the left, having a radius of 25.00 feet and a central angle of 89 degrees 18 minutes 46 seconds for an arc distance of 38.97 feet to a point of compound curvature of a tangent curve concave to the North, said curve being the North right of way line of Broadway Boulevard;

THENCE Easterly along the said North right of way line, along the arc of said curve, to the left, having a radius of 570.00 feet and a central angle of 03 degrees 48 minutes 42 seconds for an arc distance of 37.42 feet to the POINT OF BEGINNING on a non tangent line;

THENCE North 45 degrees 00 minutes 00 seconds East 205.58 feet;

THENCE North 88 degrees 17 minutes 16 seconds East 3.15 feet;

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THENCE South 00 degrees 22 minutes 44 seconds East 35.07 feet;

THENCE East 85.80 feet to the West right of way line of Stone Avenue;

THENCE South 01 degrees 22 minutes 47 seconds East along the said West right of way line a distance of 130.93 feet to the North right of way line of Broadway Boulevard;

THENCE North 88 degrees 43 minutes 40 seconds West along the said North right of way line a distance of 150.93 feet;

THENCE North 00 degrees 27 minutes 23 seconds East along the said North right of way line a distance of 1.68 feet to a point on the arc of a non tangent curve concave to the North, a radial line of said curve through said point having a bearing of South 05 degrees 40 minutes 03 seconds West;

THENCE Westerly along the said North right of way line, along the arc of said curve, to the right, having a radius of 570.00 feet and a central angle of 08 degrees 52 minutes 23 seconds for an arc distance of 88.27 feet to the POINT OF BEGINNING.

TOGETHER WITH a subsurface easement and easements for entrance and exit ramps recorded in Docket 7548 at page 504 as amended in Docket 11649 at page 1752.

Tower II Parcel

A part of Block 209, City of Tucson, as recorded in Book 3 of Maps and Plats at page 70, Pima County Recorder’s Office, Pima County, Arizona, and Block 506, PUEBLO CENTER, as recorded in Book 20 of Maps and Plats at page 83, Pima County Recorder’s Office, described as follows:

COMMENCING at the survey monument at the intersection of Church Street and Broadway Boulevard;

THENCE North 18 degrees 04 minutes 40 seconds East along the centerline of Church Street a distance of 49.05 feet to a survey monument;

THENCE South 76 degrees 19 minutes 07 seconds East 52.14 feet to a point on the arc of a non tangent curve concave to the Northeast, a radial line of said curve through said point having a bearing of North 72 degrees 20 minutes 07 seconds West, said curve being the West line of said Block 506;

THENCE Southeasterly along the said West line, along the arc of said curve, to the left, having a radius of 25.00 feet and a central angle of 89 degrees 18 minutes 46 seconds for an arc distance of 38.97 feet to a point of compound curvature of a tangent curve concave to the North, said curve being the North right of way line of Broadway Boulevard;

THENCE Easterly along the said North right of way line, along the arc of said curve, to the left, having a radius of 570.00 feet and a central angle of 03 degrees 48 minutes 42 seconds for an arc distance of 37.92 feet to the POINT OF BEGINNING on a non tangent line;

THENCE North 45 degrees 00 minutes 00 seconds East 205.58 feet;

THENCE North 88 degrees 17 minutes 16 seconds East 3.15 feet;

THENCE South 00 degrees 22 minutes 44 seconds East 35.07 feet;

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THENCE East 85.80 feet to the West right of way line of Stone Avenue;

THENCE South 01 degrees 22 minutes 47 seconds East along the said West right of way line a distance of 130.93 feet to the North right of way line of Broadway Boulevard;

THENCE North 88 degrees 43 minutes 40 seconds West along the said North right of way line a distance of 150.93 feet;

THENCE North 00 degrees 27 minutes 23 seconds East along the said North right of way line a distance of 1.68 feet to a point on the arc of a non tangent curve concave to the North, a radial line of said curve through said point having a bearing of South 05 degrees 40 minutes 03 seconds West;

THENCE Westerly along the said North right of way line, along the arc of said curve, to the right, having a radius of 570.00 feet and a central angle of 08 degrees 52 minutes 23 seconds for an arc distance of 88.27 feet to the POINT OF BEGINNING.

TOGETHER WITH subsurface easement and easements for entrance and exit ramps and sidewalks as set forth in Easement and License recorded in Docket 7548 at page 504 as amended in Docket 11649 at page 1752.

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Exhibit B

1.Reservations in the Patent from the United States of America, recorded in Book 2 of Deeds at page 311, reading as follows: No title shall be hereby acquired to any mine of gold, silver, cinnabar, or copper, or to any valid mining claim or possession held under existing laws of Congress.

2.TAXES for the second half of the year 2001, a lien not yet due and payable.

3.Inclusion within El Centro Redevelopment Plan Area recorded in Docket 7131 at page 1022.

4.Inclusion within Downtown Tucson Enhanced Municipal Services District as set forth in Docket 10918 at pages 964 and 984.

5.EASEMENT and rights incident thereto, as set forth in instrument:

Recorded in Book 13 of Miscellaneous Records

Page:24

Purpose:communication facilities

6.EASEMENT and rights incident thereto, as set forth in instrument:

Recorded in Book 57 of Miscellaneous Records

Page:256

Purpose:communication facilities

7.EASEMENT and rights incident thereto, as set forth in instrument:

Recorded in Book 57 of Miscellaneous Records

Page:257

Purpose:communication facilities

8.EASEMENT and rights incident thereto, as set forth in instrument:

Recorded in Book 57 of Miscellaneous Records

Page:258

Purpose:communication facilities

9.EASEMENT and rights incident thereto, as set forth in instrument:

Recorded in Book 57 of Miscellaneous Records

Page:268

Purpose:communication facilities

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10.EASEMENT and rights incident thereto, as set forth in instrument:

Recorded in Book 57 of Miscellaneous Records

Page:270

Purpose:communication facilities

11.EASEMENT and rights incident thereto, as set forth in instrument:

Recorded in Book 59 of Miscellaneous Records

Page:554

Purpose:electric transmission

12.EASEMENT and rights incident thereto, a set forth in instrument:

Recorded in Book 59 of Miscellaneous Records

Page:566

Purpose:electric transmission

13.EASEMENT and rights incident thereto, as set forth in instrument:

Recorded in Book 60 of Miscellaneous Records

Page:79

Purpose:electric transmission

14.EASEMENT and rights incident thereto, as set forth in instrument:

Recorded in Docket:88

Page:229

Purpose:electric transmission

15.EASEMENT and rights incident thereto, as set forth in instrument:

Recorded in Docket:260

Page:417

Purpose:electric transmission

16.EASEMENT and rights incident thereto, as set forth in instrument:

Recorded in Docket:2130

Page:589

Purpose:electric transmission

17.EASEMENT and rights incident thereto, as set forth in instrument:

Recorded in Docket:2203

Page:417

Purpose:communication facilities

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18.Terms and conditions of License Agreement recorded in Docket 7548 at page 504. Amendment recorded in Docket 11649 at page 1752.

19.EASEMENT and rights incident thereto, as set forth in instrument:

Recorded in Docket:7824

Page:1417

Purpose:drainageways

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SCHEDULE D

State Specific Provisions

ARIZONA

1.             No Thirteen Days Notice.  Notwithstanding anything to the contrary contained herein, the Seller and the Purchaser hereby specifically reject any clause, code or statute purportedly granting a time (whether 13 days or otherwise) during which a defaulting party might cure its default, and the Seller and the Purchaser hereby affirmatively state and agree that, upon the default of any party to this Agreement, the parties shall abide by the waiver set forth in this section, and the non-defaulting party may immediately invoke any of its remedies in accordance with the terms of this Agreement.

EX-10.11

Exhibit 10.11

625 Indiana Ave. NW, Washington, DC

PURCHASE AND SALE AGREEMENT

by and between

HUB REALTY FUNDING, INC.,

as Seller,

and

GOVERNMENT PROPERTIES INCOME TRUST,

as Purchaser

June 14, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	3
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	4
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	5
3.1	Title	5
3.2	No Other Diligence	5
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	6
4.1	Closing Documents	6
4.2	Title Policy	7
4.3	Environmental Reliance Letters	7
4.4	Condition of Property	7
4.5	Other Conditions	8
SECTION 5.	CONDITIONS TO SELLER’ OBLIGATION TO CLOSE	8
5.1	Purchase Price	8
5.2	Closing Documents	8
5.3	Other Conditions	8
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	8
6.1	Status and Authority of the Seller, Etc.	8
6.2	Action of the Seller, Etc.	8
6.3	No Violations of Agreements	9
6.4	Litigation	9

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6.5	Existing Leases, Etc.	9
6.6	Agreements, Etc.	10
6.7	Not a Foreign Person	10
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	12
7.1	Status and Authority of the Purchaser	12
7.2	Action of the Purchaser	12
7.3	No Violations of Agreements	12
7.4	Litigation	12
SECTION 8.	COVENANTS OF THE SELLER	13
8.1	Approval of Agreements	13
8.2	Operation of Property	13
8.3	Compliance with Laws, Etc.	13
8.4	Compliance with Agreements	13
8.5	Notice of Material Changes or Untrue Representations	13
8.6	Insurance	13
8.7	Cooperation	14
8.8	Approval of 2011 Capital Expenditure Budget	14
SECTION 9.	APPORTIONMENTS	14
9.1	Real Property Apportionments	14
9.2	Closing Costs	17
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	17
10.1	Casualty	17
10.2	Condemnation	18
10.3	Survival	18
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	19
12.1	Allocation of Liability	19
12.2	Brokers	19
12.3	Publicity	19
12.4	Notices	20
12.5	Waivers, Etc.	21
12.6	Assignment; Successors and Assigns	21
12.7	Severability	22
12.8	Counterparts, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	23
12.13	Governing Law	23
12.14	Arbitration	23
12.15	Like Kind Exchange	24
12.16	Recording	24

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12.17	Non-liability of Trustees of Purchaser	24
12.18	Waiver	25
12.19	Further Assurances	25
12.20	Financials	25
12.21	State Specific Provisions	25

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of June 14, 2010, by and between HUB REALTY FUNDING, INC., a Delaware corporation (the “Seller”), and GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1“Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2“Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3“Closing”  shall have the meaning given such term in Section 2.2.

1.4“Closing Date”  shall have the meaning given such term in Section 2.2.

1.5“Existing Survey”shall mean the existing ALTA survey of the Property.

1.6“Existing Title Policy”shall mean the existing title insurance policy for the Property.

1.7“Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8“Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9“Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10“Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11“Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy (other than (i) those mortgages, deeds of trust and other documents and instruments executed and delivered in connection with the CMBS financing which is to be prepaid on or prior to Closing and (ii) the Ground Lease, dated December 15, 2000, between Hub Realty Funding, Inc., and Indiana Avenue LLC which is to be terminated on or prior to Closing); (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12“Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

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1.13“Purchase Price”  shall mean Fifty-One Million Five Hundred Three Thousand Five Hundred Twenty-Nine Dollars ($51,503,529).

1.14“Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15“Rent Roll”  shall mean Schedule B to this Agreement.

1.16“Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17“Title Company”  shall mean Stewart Title Guaranty Company.

1.18“Update”shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on August 17, 2010, as the same may be accelerated or extended pursuant to this Section 2.2 (the “Closing Date”).

Notwithstanding the foregoing, either party may accelerate the Closing Date, by giving not less than ten (10) Business Days prior written notice (an “Acceleration Notice”) to the other, in which event the Closing Date shall be the date set forth in such Acceleration Notice, unless the party receiving the Acceleration Notice gives written notice (a “Rejection Notice”) to the other within five (5) Business Days after its receipt of the Acceleration Notice, which Rejection Notice either objects to the accelerated date set forth in the Acceleration Notice or

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proposes an alternative accelerated date acceptable to the other party.  In the event that any party shall give a Rejection Notice, the Closing Date shall either be not accelerated and shall occur as set forth in the first paragraph of this Section 2.2 or accelerated to such proposed alternative accelerated Closing Date; provided, however, that the Seller shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect any financing of the acquisition.

In addition, the Purchaser may extend the Closing Date for up to one hundred eighty (180) days (but no later than March 31, 2011), by giving not less than ten (10) Business Days prior written notice (an “Extension Notice”) to the Seller, in which event the Closing Date shall be the date set forth in such Extension Notice unless the Seller gives written notice (an “Extension Rejection Notice”) to the Purchaser within five (5) Business Days after its receipt of the Extension Notice which Extension Rejection Notice either objects to the extended date set forth in the Extension Notice or proposes an alternative extended date acceptable to the Purchaser, in which event, the Closing Date shall either be not extended and shall occur as set forth in the first paragraph of this Section 2.2 or extended to such proposed alternative extended Closing Date; provided, however, that the Seller shall have the right to give an Extension Rejection Notice only if the extension of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give an Extension Notice only if the extension of the Closing Date will adversely affect any financing of the acquisition.

2.3Purchase Price.

(a)At Closing, the Purchaser shall pay the Purchase Price, subject to adjustment as provided in Article 9, to the Seller.

(b)The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

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SECTION 3.TITLE, DILIGENCE MATERIALS, ETC.

3.1Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within five (5) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the Seller given on or prior to the fifth (5^th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2No Other Diligence.The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further

5

title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and including, without limitation, (i) the Seller’s agreement to request the tenants thereunder to provide novation or other agreements as may be required under the Leases in connection with the assignment thereof to the Purchaser, and (ii) the Seller’s agreement to, within one (1) Business Day of receipt thereof, transfer to the Purchaser all rent and other payments made by the tenants under the Leases with respect to the period from and after the Closing Date, and to hold all such rent and other payments in trust for the benefit of the Purchaser pending transfer;

(c)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

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(d)A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(e)Evidence reasonably satisfactory to the Purchaser and the Title Company of the termination of the Ground Lease, dated December 15, 2000, between Hub Realty Funding, Inc., and Indiana Avenue LLC;

(f)To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(g)To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(h)A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(i)Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

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4.5Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

SECTION 5.CONDITIONS TO SELLER’ OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1Purchase Price.  The Purchaser shall deliver to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1Status and Authority of the Seller, Etc.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2Action of the Seller, Etc.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement

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of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5Existing Leases, Etc.Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would

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have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

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The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said three hundred sixty (360) day period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and, subject to the representations and warranties made in this Agreement, shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions

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contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

7.1Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and

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effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said three hundred sixty (360) period of such alleged breach with reasonable detail as to the nature of such breach.

SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2Operation of Property.  To continue to operate the Property consistent with past practices.

8.3Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

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8.7Cooperation.  The Purchaser and the Seller shall reasonably cooperate in complying with the requirements under the Leases in connection with the transfer and assignment of the Property and the Leases to the Purchaser.  The provisions of this Section 8.7 shall survive the Closing hereunder.

8.8Approval of 2011 Capital Expenditure Budget.  In the event that the Closing Date shall be extended to a date on or after January 1, 2011 pursuant to the provisions of Section 2.2, the Seller shall prepare for the Purchaser’s review and approval a 2011 capital expenditure budget, which budget shall include, without limitation, budgeted items for “building improvements” and “development and redevelopment”.

SECTION 9.APPORTIONMENTS.

9.1Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	water rates and charges;
(vii)	sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon

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as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

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(g)Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller prior to the date hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget prepared as of March 31, 2010 (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts paid by the Seller prior to the Closing on account of capital expenditures under the CapEx Budget payable after the date hereof.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget prior to the date hereof.  A copy of the CapEx Budget has been previously provided to the Purchaser.

(i)If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

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The provisions of this Section 9.1 shall survive the Closing.

9.2Closing Costs.

(a)The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)Each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any

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deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.DEFAULT.

11.1Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement or (y) pursue a suit for specific performance.

11.2Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained

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herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.MISCELLANEOUS.

12.1Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3Publicity.  The parties agree that, except as otherwise required by law and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

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12.4Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)All such notices shall be addressed,

if to the Seller, to:

c/o HRPT Properties Trust

400 Centre Street

Newton, Massachusetts  02458

Attn:  Mr. John C. Popeo

[Telecopier No. (617) 928-1305]

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, 34^th Floor

Los Angeles, California 90071

Attn:  Meryl K. Chae, Esq.

[Telecopier No. (213) 621-5035]

if to the Purchaser, to:

Government Properties Income Trust

400 Centre Street

Newton, Massachusetts 02458

Attn:  Mr. David M. Blackman

[Telecopier No. (617) 796-8267]

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with a copy to:

Sullivan & Worcester LLP

One Post Office Square

Boston, Massachusetts  02109

Attn:  Nancy S. Grodberg, Esq.

[Telecopier No. (617) 338-2880]

(d)By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

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12.7Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8Counterparts, Etc.This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

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12.12Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

23

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Government Properties Income Trust, dated June 8, 2009, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Government Properties Income Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Government Properties Income Trust.  All persons dealing with Government Properties Income Trust in any way shall look only to the assets

24

of Government Properties Income Trust for the payment of any sum or the performance of any obligation.

12.18Waiver.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.

12.19Further Assurances.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.20Financials.  The Seller shall provide the Purchaser with access to the books and records of the Seller for the purpose of preparing audited financial statements for the Property with respect to the 2007, 2008, 2009 calendar years and stub 2010 period, such financial statements to be prepared at the Purchaser’s sole cost and expense.  The provisions of this Section 12.20 shall survive the Closing.

12.21State Specific Provisions.  The provisions set forth in Schedule D hereto are hereby incorporated herein by reference as if fully set forth herein.

[Signature page follows.]

25

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB REALTY FUNDING, INC., a Delaware corporation
By:	/s/ John A. Mannix
Name:	John A. Mannix
Its:	President & Chief Investment Officer
PURCHASER:
GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust
By:	/s/ David M. Blackman
Name:	David M. Blackman
Its:	Treasurer & CFO

26

SCHEDULE A

Land

[See attached legal description.]

625 Indiana Avenue, NW

Washington, DC

Legal Description

All that certain lot or parcel of land together with all improvements thereon located and being in the City of Washington in the District of Columbia and being more particularly described as follows:

Lot numbered Twenty-one (21) in Square numbered Four Hundred Fifty-eight (458) in the subdivision made by 625 Indiana Avenue Associates, as per plat recorded in the Office of the Surveyor for the District of Columbia in Liber 177 at folio 119.

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SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

1.Lease Agreement (DOJ-1001-06), dated April 24, 2006, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

2.Supplemental Lease Agreement No. 1, dated January 2, 2008, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

3.Supplemental Lease Agreement No. 2, dated September 24, 2009, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

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INDEX

Lease

1.Lease Agreement (GS-11B-01892), dated February 17, 2006, by and between Indiana Avenue LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

2.Supplemental Lease Agreement No. 1, dated March 2, 2006, by and between Indiana Avenue LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

3.Supplemental Lease Agreement No. 2, dated April 4, 2007, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

4.Supplemental Lease No. Agreement 3, dated March 6, 2008, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

5.Supplemental Lease Agreement No. 4, dated April 10, 2008, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

6.Supplemental Lease Agreement No. 5, — MISSING.

7.Supplemental Lease Agreement No. 6, — MISSING.

8.Supplemental Lease Agreement No. 7, dated December 17, 2008, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

9.Supplement Lease Agreement No. 8, dated April 3, 2009, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

10.Supplement Lease Agreement No. 9, dated April 2, 2009, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

11.Supplement Lease Agreement No. 10, - MISSING.

12.Supplement Lease Agreement No. 11, dated January 28, 2010, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

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INDEX

Lease

1.Rooftop Lease with Option, undated, by and between Indiana Avenue LLC (“Landlord”) and Omnipoint Communications Cap Operations, LLC (“Tenant”). Note:  Executed by Landlord on 11/6/2003 & by Tenant on 11/4/2003.

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INDEX

Lease

1.Lease of Parking Spaces, dated September 26, 2003, by and between Indiana Avenue LLC (“Landlord”) and United States Court of Appeals for Veterans Claims (“Tenant”).

v

INDEX

Lease

1.Lease Agreement, dated July 31, 1991, by and between 625 Indiana Avenue Associates (“Landlord”) and Paralyzed Veterans of America (“Tenant”).

2.First Amendment to Lease, dated November 22, 1995, by and between 625 Indiana Avenue Associates (“Landlord”) and Paralyzed Veterans of America (“Tenant”).

3.Second Amendment to Lease, dated February 2, 1998, by and between Hub Realty Funding, Inc. successor in interest to Rosecliff Realty Funding, Inc successor in interest to 625 Indiana Avenue Associates (“Landlord”) and Paralyzed Veterans of America (“Tenant”).

4.Third Amendment to Lease, dated February 7, 2006, by and between Indiana Avenue LLC successor in interest to Hub Realty Funding, Inc. (“Landlord”) and Paralyzed Veterans of America (“Tenant”).

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INDEX

Lease

1.Telecommunications Lease, dated June 26, 1998, by and between Hub Realty Funding, Inc. (“Landlord”) and Nextel Communications of the Mid-Atlantic, Inc. (“Tenant”).

2.First Amendment to Lease, as of April 30, 2008, by and between Indiana Avenue LLC successor in interest of Hub Realty Funding, Inc. (“Landlord”) and Nextel Communications of the Mid-Atlantic, Inc. (“Tenant”).

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INDEX

Lease

1.Lease Agreement, dated February 20, 1991, by and between 625 Indiana Avenue Associates (“Landlord”) and Katie Hyun-Jung Chung (“Tenant”).

2.First Amendment to Lease, dated October 30, 1993, by and between 625 Indiana Avenue Associates (“Landlord”) and Katie Hyun-Jung Chung (aka Yaw Keun Chung) dba Necessities at Indiana (“Tenant”) — PARTIAL COPY

3.Amendment, Assignment and Assumption of Lease and Lessor Consent,dated January 23, 1999, by and among Hub Realty Funding, Inc. successor in interest to 625 Indiana Avenue Associates (“Landlord”) and Katie Hyun-Jung Chung (“Tenant”) and Hee Y. Chae (“Assignee”).

4.Second Amendment to Lease, dated April 15, 2003, by and between Indiana Avenue LLC successor in interest to Hub Realty Funding, Inc. (“Landlord”) and Doo S. Kang (“Tenant”).

5.Guaranty, dated April 15, 2003, from Yon C. Kang (“Guarantor”) to Indiana Avenue LLC (“Landlord”).

6.Amended and Restated Second Amendment to Lease, dated September 26, 2003, by and between Indiana Avenue LLC (“Landlord”) and Doo S. Kang (“Tenant”).

7.Third Amendment to Lease, dated October 29, 2007, by and between Indiana Avenue LLC (“Landlord”) and Doo S. Kang (“Tenant”).

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INDEX

Lease

1.Lease Agreement (GS-11B-00091 “NEG”), dated April 4, 1990, by and between 625 Indiana Avenue Associates (“Owner/Lessor”) and United States of America (“Government/Lessee”).

2.Supplemental Lease No. 1, dated May 3, 1990, by and between 625 Indiana Associates (“Owner/Lessor”) and United States of America (“Government/Lessee”).

3.Supplemental Lease No. 2, dated August 15, 1990, by and between 625 Indiana Avenue Associates (“Owner/Lessor”) and United States of America (“Government/Lessee”).

4.Supplemental Lease No. 3, dated December 14, 1990, by and between 625 Indiana Avenue Associates (“Owner/Lessor”) and United States of America (“Government/Lessee”).

5.Supplemental Lease No. 5, effective June 1, 1991, by and between 625 Indiana Avenue Associates (“Owner/Lessor”) and United States of America (“Government/Lessee”). Note: Not executed by landlord or tenant.

6.Supplemental Lease No. 4, dated June 13, 1991, by and between 625 Indiana Avenue Associates (“Owner/Lessor”) and United States of America (“Government/Lessee”).

7.Supplemental Lease No. 7, effective November 2, 1991, by and between 625 Indiana Associates (“Owner/Lessor”) and United States of America (“Government/Lessee”). Note: Not executed by landlord or tenant.

8.Supplemental Lease No. 6, dated April 13, 1992, by and between 625 Indiana Avenue Associates (“Owner/Lessor”) and United States of America (“Government/Lessee”).

9.Supplemental Lease No. 8, dated August 4, 1992, by and between 625 Indiana Avenue Associates (“Owner/Lessor”) and United States of America (“Government/Lessee”).

10.Supplemental Lease No. 9, dated November 2, 1992, by and between 625 Indiana Associates (“Owner/Lessor”) and United States of America (“Government/Lessee”). Note: Not executed by landlord or tenant.

ix

11.Supplemental Lease No. 10, dated August 26, 1993, by and between 625 Indiana Avenue Associates (“Owner/Lessor”) and United States of America (“Government/Lessee”).

12.Supplemental Lease No. 11, dated April 18, 1994, by and between 625 Indiana Associates Limited Partnership (“Owner/Lessor”) and United States of America (“Government/Lessee”).

13.Supplemental Lease No. 12, dated July 19, 1995, by and between 625 Indiana Associates Limited Partnership (“Owner/Lessor”) and United States of America (“Government/Lessee”).

14.Supplemental Lease No. 13, dated September 5, 1995, by and between 625 Indiana Associates Limited Partnership (“Owner/Lessor”) and United States of America (“Government/Lessee”).

15.Supplemental Lease No. 14, effective October 31, 1995, by and between 625 Indiana Associates Limited Partnership (“Owner/Lessor”) and United States of America (“Government/Lessee”).

16.Supplemental Lease No. 15, dated August 16, 1996, by and between 625 Indiana Associates Limited Partnership (“Owner/Lessor”) and United States of America (“Government/Lessee”).

17.Supplemental Lease No. 18, dated October 2, 1996, by and between 625 Indiana Avenue Associates (“Owner/Lessor”) and United States of America (“Government/Lessee”).

18.Supplemental Lease No. 16, dated October 3, 1996, by and between 625 Indiana Associates (“Owner/Lessor”) and United States of America (“Government/Lessee”).

19.Supplemental Lease No. 17, dated October 3, 1996, by and between 625 Indiana Associates (“Owner/Lessor”) and United States of America (“Government/Lessee”).

20.Novation Agreement, dated October 4, 1996, by and among 625 Indiana Avenue Associates, as Transferor, and Rosecliff Realty Funding, Inc., as Transferee, and The United States of America, as Lessee

x

21.Supplemental Lease No. 19, undated, by and between Rosecliff Realty Funding Inc. (“Owner/Lessor”) and United States of America (“Government/Lessee”).

22.Supplemental Lease No. 20, dated September 8, 1997, by and between Hub Acquisition Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

23.Supplemental Lease No. 20, undated, by and between Rosecliff Realty Funding Inc. (“Owner/Lessor”) and United States of America (“Government/Lessee”).

24.Supplemental Lease No. 21, dated July 6, 1998, by and between Hub Acquisition Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”).

25.Supplemental Lease No. 22, - MISSING.

26.Supplemental Lease No. 23, - MISSING.

27.Supplemental Lease No. 24, - MISSING.

28.Supplemental Lease No. 25, - MISSING.

29.Supplemental Lease No. 26, - MISSING.

30.Supplemental Lease No. 27, dated February 5, 2001, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and United States of America (“Government/Lessee”).

31.Lease Agreement (GS-11B-00091), dated February 9, 2001, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

32.Novation Agreement, dated March 27, 2001, by and among Hub Realty Funding, Inc., as (“Transferor”), Indiana Avenue LLC, (“Transferee”) and The United States of America, (“Government/Lessee”).

33.Supplemental Lease No. 28, dated July 23, 2002, by and between Indiana Avenue LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

34.Supplemental Lease No. 29, dated July 23, 2002, by and between Indiana Plaza LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

xi

35.Supplemental Lease No. 30, dated July 30, 2002, by and between Indiana Avenue LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

36.Supplemental Lease No. 31, - MISSING.

37.Supplemental Lease No. 32, - MISSING.

38.Supplemental Lease No. 33, - MISSING.

39.Supplemental Lease No. 34, dated July 29, 2003, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

40.Supplemental Lease No. 35, dated February 13, 2004, by and between Indiana Avenue LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

41.Supplemental Lease No. 36, - MISSING.

42.Supplemental Lease No. 37, dated September 15, 2004, by and between Indiana Avenue LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

43.Supplemental Lease No. 38, dated December 22, 2004, by and between Indiana Avenue LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

44.Supplemental Lease No. 39, dated January 13, 2005, by and between Indiana Avenue LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

45.Supplemental Lease No. 40, dated March 10, 2005, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

46.Supplemental Lease No. 41, dated May 4, 2005, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

47.Supplemental Lease No. 42, - MISSING.

48.Supplemental Lease No. 43, undated, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).- UNSIGNED

49.Supplemental Lease No. 44, - MISSING.

xii

50.Supplemental Lease No. 45, dated April 28, 2006, by and between Indiana Avenue LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

51.Supplemental Lease No. 46, dated April 28, 2006, by and between Indiana Avenue LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

52.REVISED Supplemental Lease No. 46 dated December 20, 2006 by and between Indiana Avenue LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

53.Supplemental Lease No. 47, dated December 20, 2006 by and between Indiana Avenue LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

54.Supplemental Lease No. 48, dated March 28, 2007, by and between Indiana Avenue LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

55.Supplemental Lease No 49, — MISSING.

56.Supplemental Lease No. 50, dated August 21, 2008, effective November 2, 2007, by and between Indiana Ave, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

57.Supplemental Lease No. 51, dated August 21, 2008, by and between Indiana Ave, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

xiii

INDEX

Lease

1.Lease Agreement (GS-11B-00255), dated February 9, 2001, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

2.Assignment of Lease Agreement, dated June 12, 2001, by and between Indiana Avenue, LLC (“Assignor”) and Wells Fargo Bank Minnesota, N.A. (“Government”). - COPY ONLY

3.Notice of Assignment, dated June 25, 2001, by and between Indiana Avenue, LLC (“Assignor”) and Wells Fargo Bank Minnesota, N.A. (“Assignee”) and The United States of America (“Government”). — COPY ONLY

4.Supplemental Lease Agreement No. 1, dated March 7, 2002, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

5.Supplemental Lease Agreement No. 2, dated July 19, 2002, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

6.Supplemental Lease Agreement No. 3, dated July 19, 2002, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

7.Supplemental Lease Agreement No. 4, - MISSING

8.Supplemental Lease Agreement No. 5,dated May 8, 2003, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

9.Supplemental Lease Agreement No. 6, dated March 10, 2004, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

10.Supplemental Lease Agreement No. 7, - MISSING

11.Supplemental Lease Agreement No. 8, dated July 15, 2004, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

12.Supplemental Lease Agreement No. 9, - MISSING

13.Supplemental Lease Agreement No. 10, - MISSING

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14.Supplemental Lease Agreement No. 11, - MISSING

15.Supplemental Lease Agreement No. 12, dated February 7, 2006, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

16.Supplemental Lease Agreement No. 13, dated February 7, 2006, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

17.Supplemental Lease Agreement No. 14, dated February 7, 2006, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

18.Supplemental Lease No. 15 Revised 2004, dated August 23, 2006, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

19.Supplemental Lease Agreement No. 16, dated August 22, 2006, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

20.Supplemental Lease Agreement No. 17, dated December 20, 2006, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

21.Supplemental Lease Agreement No. 18, dated August 23, 2007, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

22.Supplemental Lease Agreement No. 19, dated December 12, 2007, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

23.Supplemental Lease Agreement No. 20, dated July 31, 2008, by and between Indiana Avenue, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

24.Supplemental Lease Agreement No. 21, dated April 9, 2009, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).  — COPY ONLY

25.Supplemental Lease Agreement No. 22, dated May 27, 2009, by and between Indiana Avenue, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

xv

26.Supplemental Lease Agreement No. 23, dated September 2, 2009, by and between Indiana Avenue, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

27.Supplemental Lease Agreement No. 24, dated January 13, 2010, by and between Indiana Avenue, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

xvi

INDEX

NEW LEASE

This lease is a succeeding lease which continues the Government occupancy of the space which was previously leased pursuant to US Government Lease for Real Property No. GS-11B-00154.

1.Lease Agreement (GS-11B-01280), dated March 16, 2001, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

2.Supplemental Lease No. 1, as of June 13, 2001, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”). - - UNSIGNED BY LESSOR

3.Supplemental Lease No. 2, signed January 22, 2001, by and between Hub Acquisition Trust (“Owner/Lessor”) and United States of America (“Government/Lessee”). - - UNSIGNED BY LESSOR

4.Supplemental Lease No. 3, signed June 20, 2002, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”). - - UNSIGNED BY LESSOR

5.Supplemental Lease No. 4, signed January 29, 2003, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”). - - UNSIGNED BY LESSOR

6.Supplemental Lease No. 5, effective June 1, 2003, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

7.Supplemental Lease No. 6, dated January 16, 2004, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

8.Supplemental Lease No. 7, - MISSING.

9.Supplemental Lease No. 8, dated June 9, 2004, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

xvii

10.Supplemental Lease No. 8 (Revised), signed July 7, 2005, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

11.Supplemental Lease No. 9, signed June 30, 2004, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

12.Supplemental Lease No. 10, signed February 25, 2005, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

13.Supplemental Lease No. 11, signed June 16, 2005, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

14.Supplemental Lease No. 12, - MISSING.

15.Supplemental Lease No. 13, undated, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

16.Supplemental Lease No. 14, dated June 20, 2006, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

17.Supplemental Lease No. 15, dated June 20, 2006, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

18.Supplemental Lease No. 16, - MISSING.

19.Supplemental Lease No. 17, dated June 20, 2006, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

20.Supplemental Lease No. 18, dated December 12, 2006, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

21.Supplemental Lease No. 19, dated June 28, 2006, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

22.Supplemental Lease No. 20, dated December 7, 2006, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

xviii

23.Supplemental Lease No. 21, dated June 6, 2007, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”). - - UNSIGNED BY LESSOR

24.Supplemental Lease No. 21, dated June 30, 2007, by and between Indiana Avenue, LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

25.Supplemental Lease No. 22, - MISSING.

26.Supplemental Lease No. 23, dated December 13, 2007 by and between Indiana Avenue LLC (“Owner/Lessor”) and United States of America (“Government/Lessee”).

27.Supplemental Lease No. 24 — MISSING.

28.Supplemental Lease No. 25 — MISSING.

29.Supplemental Lease Agreement No. 26 dated June 18, 2008 by and between Indiana Avenue, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

30.Supplemental Lease No. 27 — MISSING.

31.Supplemental Lease No. 28, dated June 10, 2009, by and between Indiana Avenue, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

32.Supplemental Lease No. 29, dated June 18, 2009, by and between Indiana Avenue, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

xix

INDEX

Lease

1.Lease Agreement, dated September 17, 1990, by and between, 625 Indiana Avenue Associates (“Landlord”) and Kwang M. Kay and Heung Joong Chun (collectively, the “Tenant”).

2.First Amendment to Lease, dated June 30, 2000, by and between Hub Realty Funding, Inc. (“Landlord”) and Jack’s of Indiana Avenue, Inc. (“Tenant”).

3.Consent to Assignment of Lease,dated June 29, 2001, by and among Indiana Avenue, LLC (“Landlord”), Jack’s of Indiana Avenue, Inc. (“Tenant”) and Yong Bai Kim, Ok Joo Kim and Five & Two, Inc. (collectively, “Assignee”).

4.Guaranty,dated June 29, 2001, from Yong Bai Kim, Ok Joo Kim and Five & Two, Inc. (“Guarantor”) to Indiana Avenue, LLC (“Landlord”).

5.Second Amendment to Lease,dated August 17, 2009, by and between Indiana Avenue, LLC (“Landlord”) and Yong Bai Kim, Ok Joo Kim and Five & Two, Inc. (jointly and severally, “Tenant”).

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SCHEDULE C

Form of Deed

[See attached copy.]

Washington, DC

AFTER RECORDING PLEASE RETURN TO:
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
Attention: Nancy S. Grodberg, Esq.

DEED

THIS DEED is made and entered into on this 20th day of May, 2009 by and between HUB PROPERTIES TRUST, A Maryland real estate investment trust (“Grantor”) and SNH MEDICAL OFFICE PROPERTIES TRUST, a Maryland real estate investment trust (“Grantee”).

W I T N E S S E T H

For the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor does hereby GRANT, BARGAIN, SELL, and CONVEY, with Special Warranty, unto Grantee, its successors and assigns, in fee simple, the parcel of land located in the District of Columbia, described on Exhibit A attached hereto.

TOGETHER with all buildings, fixtures and other improvements located in or on such parcel of land; and

TOGETHER with all easements, rights-of-way, appurtenances, licenses and privileges belonging or appurtenant to such land; and

TOGETHER with all mineral, gas, oil and water rights, sewer rights, other utility rights, and development rights now or hereafter allocated or allocable to such land; and

TOGETHER with all right, title and interest of Grantor in and to any land lying in the bed of any street, road, avenue or alley, open or closed, adjacent to such land, to the center line thereof.

TO HAVE AND TO HOLD all of the aforesaid property (the “Property”) unto the use and benefit of Grantee, its successors and assigns, in fee simple forever.

This conveyance is expressly made subject to easements, covenants, conditions and restrictions of record insofar as they lawfully affect the Property.

[ILLEGIBLE]

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Grantor covenants that it has the right to convey the Property to Grantee and that Grantor will execute such further assurances of the Property that may be requisite.

This Deed may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same instrument, biding on the parties. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

IN WITNESS THEREOF Hub Properties Trust has caused its name to be hereto subscribed by John C. Popeo, its treasurer, and its seal to be hereto affixed and attested by Jacquelyn S. Anderson, its assistant secretary.

(signature page to follow)

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EXECUTED as of the 20th day of May, 2009.

	GRANTOR:
	HUB PROPERTIES TRUST, a Maryland real estate investment trust
ATTEST:
/s/ Jacquelyn S. Anderson	By:	/s/ John C. Popeo
Name: Jacquelyn S. Anderson		John C. Popeo
Title: Assistant Secretary		Treasurer

COMMONWEALTH OF MASSACHUSETTS	:
	:	SS:
COUNTY OF MIDDLESEX	:

On this the 20th day of May, 2009, before me, the undersigned notary public, personally appeared John C. Popeo, Treasurer of Hub Properties Trust, a Maryland real estate investment trust, personally known to me, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose.

/s/ Diane Bastianelli

(affix official signature and seal of notary)

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1145 19th Street NW
Washington, DC

EXHIBIT A

Legal Description

[see attached]

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1145 19th Street, NW
Washington, DC

ALL THAT certain lot or parcel of land lying and being situate in the District of Columbia, more particularly described as follows:

Part of Lot 91, Square 140, per plat recorded in Book 170, page 7, among the records of the Office of the Surveyor for the District of Columbia, and part of Public Alley Closed, Square 140, per plat recorded in Book 174, page 104, among said Surveyor’s Office records, more particularly described, in one piece, as follows:

Beginning at the northwest corner of said Lot 91, Square 140, and running along a north line thereof and along the center line of said Public Alley Closed, East 198.48 feet; thence through said Public Alley Closed, South 15.0 feet; thence along the south line of said Public Alley Closed, West 12.44 feet; thence along an east line of aforesaid Lot 91, South 85.0 feet; thence through said Lot 91, West 186.04 feet; thence along the west line of said Lot 91, North 100.0 feet, to the place of beginning.

NOTE: The above described property being now known for purposes of assessment and taxation as Lot 913 in Square 140.

BEING the same property conveyed to Hub Properties Trust, a Maryland real estate investment trust, by deed from Associations Building Limited Partnership, a District of Columbia limited partnership, dated September 11, 1996 and recorded September 16, 1996 among the land records of the District of Columbia as Instrument No. 9600058071.

Doc# 2009055118 Fees:$1153374.38
05/22/2009 1:46PM Pages 5
Filed & Recorded in Official Records
WASH DC RECORDER OF DEEDS LARRY TODD
RECORDING	$	41.0[ILLEGIBLE]
SURCHARGE	$	6.5[ILLEGIBLE]
RECORDATION TAX FEE	$	581.663.4[ILLEGIBLE]
TRANSFER TAX FEE	$	581.663.4[ILLEGIBLE]

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SCHEDULE D

State Specific Provisions

D.C.

1.             D.C. Soil Disclosure Requirements.  The Purchaser acknowledges the characteristic of the soil on the Property, as described by the Soil Conservation Service of the United States Department of Agriculture in the Soil Survey of the District of Columbia published in 1976 and as shown on the Soil Maps of the District of Columbia.  (See the Soil Survey of the District of Columbia.)  For further information, the Purchaser can contact a soil testing laboratory, the District of Columbia Department of Environmental Services, or the Soil Conservatory Service of the Department of Agriculture.

2.             Underground Storage Tank.  In accordance with the requirements of the D.C. Underground Storage Tank Management Act of 1990, as amended by the District of Columbia Underground Storage Tank Management Act of 1990 Amendment Act of 1992 (D.C. Code 6-995.1 et seq.) (the “Underground Act”),  and the D.C. Underground Storage Tank Regulations, 20 DCMR Chapters 55-68 (the “Regulations”), the Seller hereby informs the Purchaser that the Seller has no knowledge of the existence of any “underground storage tank,” as that term is defined in the Underground Act and the Regulations, on the Property.

EX-10.12

Exhibit 10.12

251 Causeway Street, Boston, MA

PURCHASE AND SALE AGREEMENT

by and between

CAUSEWAY HOLDINGS, INC.,

as Seller,

and

GOVERNMENT PROPERTIES INCOME TRUST,

as Purchaser

June 14, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	4
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	5
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	6
4.1	Closing Documents	6
4.2	Title Policy	7
4.3	Environmental Reliance Letters	7
4.4	Condition of Property	7
4.5	Other Conditions	7
SECTION 5.	CONDITIONS TO SELLER’ OBLIGATION TO CLOSE	8
5.1	Purchase Price	8
5.2	Closing Documents	8
5.3	Other Conditions	8
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	8
6.1	Status and Authority of the Seller, Etc.	8
6.2	Action of the Seller, Etc.	8
6.3	No Violations of Agreements	8
6.4	Litigation	9

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6.5	Existing Leases, Etc.	9
6.6	Agreements, Etc.	10
6.7	Not a Foreign Person	10
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	11
7.1	Status and Authority of the Purchaser	12
7.2	Action of the Purchaser	12
7.3	No Violations of Agreements	12
7.4	Litigation	12
SECTION 8.	COVENANTS OF THE SELLER	13
8.1	Approval of Agreements	13
8.2	Operation of Property	13
8.3	Compliance with Laws, Etc.	13
8.4	Compliance with Agreements	13
8.5	Notice of Material Changes or Untrue Representations	13
8.6	Insurance	13
8.7	Cooperation	13
8.8	Approval of 2011 Capital Expenditure Budget	13
SECTION 9.	APPORTIONMENTS	14
9.1	Real Property Apportionments	14
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	17
10.1	Casualty	17
10.2	Condemnation	17
10.3	Survival	18
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	19
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	21
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	23
12.14	Arbitration	23
12.15	Like Kind Exchange	24
12.16	Recording	24

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12.17	Non-liability of Trustees of Purchaser	24
12.18	Waiver	25
12.19	Further Assurances	25
12.20	Financials	25

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of June 14, 2010, by and between CAUSEWAY HOLDINGS, INC., a Massachusetts corporation (the “Seller”), and GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1           “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2           “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3           “Closing”  shall have the meaning given such term in Section 2.2.

1.4           “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5           “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6                   “Existing Title Policy”  shall mean the existing title insurance policy for the Property.

1.7                   “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8                   “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9                   “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10                 “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11                 “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12                 “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13                 “Purchase Price”  shall mean Twenty-Three Million Eight Hundred Twelve Thousand Eight Hundred Sixty-Six Dollars ($23,812,866).

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1.14                 “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15                 “Rent Roll”  shall mean Schedule B to this Agreement.

1.16                 “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17                 “Title Company”  shall mean Stewart Title Guaranty Company.

1.18                 “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1                   Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2                   Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on August 17, 2010, as the same may be accelerated or extended pursuant to this Section 2.2 (the “Closing Date”).

Notwithstanding the foregoing, either party may accelerate the Closing Date, by giving not less than ten (10) Business Days prior written notice (an “Acceleration Notice”) to the other, in which event the Closing Date shall be the date set forth in such Acceleration Notice, unless the party receiving the Acceleration Notice gives written notice (a “Rejection Notice”) to the other within five (5) Business Days after its receipt of the Acceleration Notice, which Rejection Notice either objects to the accelerated date set forth in the Acceleration Notice or proposes an alternative accelerated date acceptable to the other party.  In the event that any party shall give a Rejection Notice, the Closing Date shall either be not accelerated and shall occur as set forth in the first paragraph of this Section

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2.2 or accelerated to such proposed alternative accelerated Closing Date; provided, however, that the Seller shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect any financing of the acquisition.

In addition, the Purchaser may extend the Closing Date for up to one hundred eighty (180) days (but no later than March 31, 2011), by giving not less than ten (10) Business Days prior written notice (an “Extension Notice”) to the Seller, in which event the Closing Date shall be the date set forth in such Extension Notice unless the Seller gives written notice (an “Extension Rejection Notice”) to the Purchaser within five (5) Business Days after its receipt of the Extension Notice which Extension Rejection Notice either objects to the extended date set forth in the Extension Notice or proposes an alternative extended date acceptable to the Purchaser, in which event, the Closing Date shall either be not extended and shall occur as set forth in the first paragraph of this Section 2.2 or extended to such proposed alternative extended Closing Date; provided, however, that the Seller shall have the right to give an Extension Rejection Notice only if the extension of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give an Extension Notice only if the extension of the Closing Date will adversely affect any financing of the acquisition.

2.3                   Purchase Price.

(a)           At Closing, the Purchaser shall pay the Purchase Price, subject to adjustment as provided in Article 9, to the Seller.

(b)           The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.TITLE, DILIGENCE MATERIALS, ETC.

3.1                   Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

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Within five (5) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5^th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2                   No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title

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examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1                   Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)           A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)           An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and including, without limitation, (i) the Seller’s agreement to request the tenants thereunder to provide novation or other agreements as may be required under the Leases in connection with the assignment thereof to the Purchaser, and (ii) the Seller’s agreement to, within one (1) Business Day of receipt thereof, transfer to the Purchaser all rent and other payments made by the tenants under the Leases with respect to the period from and after the Closing Date, and to hold all such rent and other payments in trust for the benefit of the Purchaser pending transfer;

(c)           An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(d)           A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it

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being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(e)           To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(f)            To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(g)           A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(h)           Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2                   Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3                   Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4                   Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5                   Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

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SECTION 5.         CONDITIONS TO SELLER’ OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1                   Purchase Price.  The Purchaser shall deliver to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2                   Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3                   Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.         REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1                   Status and Authority of the Seller, Etc.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2                   Action of the Seller, Etc.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3                   No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in

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any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4                   Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5                   Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of

9

reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6                   Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7                   Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged

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breach, the Purchaser gives the Seller written notice prior to the expiration of said three hundred sixty (360) day period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and, subject to the representations and warranties made in this Agreement, shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

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7.1                   Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2                   Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3                   No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4                   Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said three hundred sixty (360) period of such alleged breach with reasonable detail as to the nature of such breach.

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SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1                   Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2                   Operation of Property.  To continue to operate the Property consistent with past practices.

8.3                   Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4                   Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5                   Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6                   Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7                   Cooperation.  The Purchaser and the Seller shall reasonably cooperate in complying with the requirements under the Leases in connection with the transfer and assignment of the Property and the Leases to the Purchaser.  The provisions of this Section 8.7 shall survive the Closing hereunder.

8.8                   Approval of 2011 Capital Expenditure Budget.  In the event that the Closing Date shall be extended to a date on or after January 1, 2011 pursuant to the provisions of Section 2.2, the Seller shall prepare for the Purchaser’s review and approval

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a 2011 capital expenditure budget, which budget shall include, without limitation, budgeted items for “building improvements” and “development and redevelopment”.

SECTION 9.         APPORTIONMENTS.

9.1                   Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	water rates and charges;
(vii)	sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)           If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing

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Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)           If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)           If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)           No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)            At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)           Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as

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landlord under Leases entered into by the Seller prior to the date hereof.

(h)           Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget prepared as of March 31, 2010 (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts paid by the Seller prior to the Closing on account of capital expenditures under the CapEx Budget payable after the date hereof.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget prior to the date hereof.  A copy of the CapEx Budget has been previously provided to the Purchaser.

(i)            If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)            If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2                   Closing Costs.

(a)           The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title

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examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)           The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)           Each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1                 Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2                 Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this

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Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3                 Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.       DEFAULT.

11.1                 Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement or (y) pursue a suit for specific performance.

11.2                 Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.       MISCELLANEOUS.

12.1                 Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for

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any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2                 Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3                 Publicity.  The parties agree that, except as otherwise required by law and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4                 Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by

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mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)           All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)           All such notices shall be addressed,

if to the Seller, to:

c/o HRPT Properties Trust
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
[Telecopier No. (617) 928-1305]

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34^th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
[Telecopier No. (213) 621-5035]

if to the Purchaser, to:

Government Properties Income Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David M. Blackman
[Telecopier No. (617) 796-8267]

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
[Telecopier No. (617) 338-2880]

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(d)           By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5                 Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6                 Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7                 Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any

21

constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8                 Counterparts, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9                 Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10               Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11               Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12               Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

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12.13               Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14               Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one

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counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15               Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16               Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17               Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Government Properties Income Trust, dated June 8, 2009, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Government Properties Income Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Government Properties Income Trust.  All persons dealing with Government Properties Income Trust in any way shall look only to the assets of Government Properties Income Trust for the payment of any sum or the performance of any obligation.

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12.18               Waiver.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.

12.19               Further Assurances.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.20               Financials.  The Seller shall provide the Purchaser with access to the books and records of the Seller for the purpose of preparing audited financial statements for the Property with respect to the 2007, 2008, 2009 calendar years and stub 2010 period, such financial statements to be prepared at the Purchaser’s sole cost and expense.  The provisions of this Section 12.20 shall survive the Closing.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
CAUSEWAY HOLDINGS, INC., a Massachusetts corporation
By:	/s/ John A. Mannix
Name:	John A. Mannix
Its:	President & Chief Investment Officer
PURCHASER:
GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust
By:	/s/ David M. Blackman
Name:	David M. Blackman
Its:	Treasurer & CFO

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SCHEDULE A

Land

[See attached legal description.]

251 Causeway Street

Boston, MA

Legal Description

A certain parcel of land with the buildings and other improvements thereon (the “Property”) known as and numbered 251 Causeway Street and 27 Medford Street, Boston, Suffolk County, Massachusetts, shown as “Area - 17,586 S.F. +/- ” on a survey plan entitled “Plan of Property Owned by Simon Shamroth et al, Trustees of The Keany Square Building Realty Trust, Causeway Street, , Boston, Massachusetts” dated May 4, 1984 by Cullinan Engineering Co., Inc., Boston, Massachusetts, a copy of which plan is recorded with Suffolk County Registry of Deeds in Book 10909, Page 165, which Property is bounded and described, according to said plan, as follows:

EASTERLY	on Washington Street North one hundred twenty-three and 57/100 feet;
SOUTHEASTERLY	in part on land now or formerly of Kalustian and in part on land now or formerly of Jeffrey Realty Corporation by lines through brick party walls one hundred thirty and 94/100 feet;
SOUTHWESTERLY	on Medford Street one hundred five and 68/100 feet; and
NORTHWESTERLY	on Causeway Street two hundred three and 24/100 feet.

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SCHEDULE B

Rent Roll

[See attached copy.]

INDEX
Lease

1.Lease Agreement (084B-021-94), dated August 9, 1994, by and between Keany Square Associates Limited Partnership (“Owner/Lessor”) and the United States of America, Dept. of Veterans Affairs (“Government/Lessee”).

2.Statement of Lease, dated December 1, 1995, from The United States of America (“Tenant”) to Causeway Holdings, Inc. and Health and Retirement Properties Trust.

3.First Modification to Lease Agreement, dated December 1, 1999, by and between Causeway Holdings Inc. (“Landlord”) and the United States of America, Department of Veterans Affairs (“Tenant”).

4.Supplemental Lease Agreement No. 1, dated July 24, 2002, by and between Causeway Holdings, Inc. (“Owner/Lessor”) and the United States of America, Department of Veterans Affairs (“Government/Lessee”).

5.Settlement Agreement and Release, undated but executed by all parties in April 2004, by and between Causeway Holdings, Inc., Reit Management & Research, LLC (collectively “Causeway/RMR) and the Department of Veterans Affairs, VA Boston Healthcare System (“VA”).  Re: Disputes arising under Lease.

6.Supplemental Lease Agreement No. 05-01, undated but effective April 1, 2005, by and between Causeway Holdings, Inc. (“Owner/Lessor”) and the United States of America, Department of Veterans Affairs (“Government/Lessee”).

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INDEX

Lease

1.Commonwealth of Massachusetts Standard Office Lease, dated March 22, 2005, by and between Causeway Holdings, Inc. (“Landlord”) and The Commonwealth of Massachusetts acting by and through its Division of Capital Asset Management and Maintenance (“DCAM”) of the Executive Office for Administration and Finance on behalf of the User Agency.

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SCHEDULE C

Form of Deed

[See attached copy.]

[ILLEGIBLE]

20233 283

DEED

196

Keany Square Associates Limited Partnership, a Massachusetts limited partnership, having an address of 150 Wood Road, Braintree, Massachusetts 02184, for consideration paid, and in full consideration of Fifteen Million($15,000,000.00) Dollars, grants to Causeway Holdings, Inc., a Massachusetts corporation, having an address of c/o Health and Retirement Properties Trust, 400 Centre Street, Newton, Massachusetts 02158 with Quitclaim Covenants the land, building and other improvements thereon known as and numbered 251 Causeway Street, Boston, Suffolk County, Massachusetts, together with all easements, rights and appurtenances, bounded and described as follows:

A certain parcel of land with the buildings and other improvements thereon (the “Property”) known as and numbered 251 Causeway Street and 27 Medford Street, Boston, Suffolk County, Massachusetts, shown as “Area - 17,586 S.F. +/-” on a survey plan entitled “Plan of Property Owned by Simon Shamroth et al, Trustees of the Keany Square Building Realty Trust, Causeway Street, Boston, Massachusetts” dated May 4, 1984 by Cullinan Engineering Co., Inc., Boston, Massachusetts, a copy of which plan is recorded with Suffolk County Registry of Deeds in Book 10909, Page 165, which Property is bounded and described, according to said plan, as follows:

EASTERLY:	on Washington Street North one hundred twenty-three and 57/100 feet;
SOUTHEASTERLY:	in part on land now or formerly of Kalustian and in part on land now or formerly of Jeffrey Realty Corporation by lines through brick party walls one hundred thirty and 94/100 feet;
SOUTHWESTERLY:	on Medford Street one hundred five and 68/100 feet; and
NORTHWESTERLY:	on Causeway Street two hundred three and 24/100 feet.

The parcel described herein is subject to real estate taxes not yet due and payable, to easements and agreements now of record, insofar as in force and applicable, and to that certain lease dated August 9, 1994 between Keany Square Associates Limited Partnership, as landlord, and the United States of America, as tenant.

Meaning and intending to convey, and hereby conveying, the same premises described in that certain deed to grantor from North Washington Associates Limited Partnership and Bruce A. Beal and Robert L. Beal, as Trustees of The Bruce A. Beal, Enid L. Beal and Robert L. Beal Family Foundation dated November 6, 1986 and

[ILLEGIBLE]

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20233 284

recorded with the Suffolk County Registry of Deeds in Book 13070, Page 91.

WITNESS the execution hereof as a sealed instrument this 18 day of December, 1995.

	Keany Square Associates Limited
	Partnership, a Massachusetts
	limited partnership
	By:	/s/ Richard R. Vazza
	Name:	Richard R. Vazza
	Title:	General Partner
	By:	/s/ Francis M. Vazza [ILLEGIBLE]
	Name:	Francis M. Vazza
	Title:	General Partner
COMMONWEALTH OF MASSACHUSETTS
Suffolk County, ss.		December 18, 1995

Then personally appeared the above-named Richard R. Vazza, a General Partner of Keany Square Associates Limited Partnership, a Massachusetts limited partnership, and acknowledged the foregoing instrument to be the free act and deed of said Keany Square Associates Limited Partnership, before me,

/s/ [ILLEGIBLE]

Notary Public [ILLEGIBLE]

My Commission Expires: 10/28/96

COMMONWEALTH OF MASSACHUSETTS
, ss.	December         , 1995

Then personally appeared the above-named Francis M. Vazza, a General Partner of Keany Square Associates Limited Partnership, a Massachusetts limited Partnership, and acknowledged the foregoing instrument to be the free act and deed of said Keany Square Associates Limited Partnership, before me,

	Notary Public My Commission Expires:

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EX-10.13

Exhibit 10.13

435 Montano Road. NE, Albuquerque, NM

PURCHASE AND SALE AGREEMENT

by and between

HUB REALTY FUNDING, INC.,

as Seller,

and

GOVERNMENT PROPERTIES INCOME TRUST,

as Purchaser

June 14, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	4
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	5
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	6
4.1	Closing Documents	6
4.2	Title Policy	7
4.3	Environmental Reliance Letters	7
4.4	Condition of Property	7
4.5	Other Conditions	7
SECTION 5.	CONDITIONS TO SELLER’ OBLIGATION TO CLOSE	8
5.1	Purchase Price	8
5.2	Closing Documents	8
5.3	Other Conditions	8
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	8
6.1	Status and Authority of the Seller, Etc.	8
6.2	Action of the Seller, Etc.	8
6.3	No Violations of Agreements	8
6.4	Litigation	9

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6.5	Existing Leases, Etc.	9
6.6	Agreements, Etc.	10
6.7	Not a Foreign Person	10
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	11
7.1	Status and Authority of the Purchaser	12
7.2	Action of the Purchaser	12
7.3	No Violations of Agreements	12
7.4	Litigation	12
SECTION 8.	COVENANTS OF THE SELLER	13
8.1	Approval of Agreements	13
8.2	Operation of Property	13
8.3	Compliance with Laws, Etc.	13
8.4	Compliance with Agreements	13
8.5	Notice of Material Changes or Untrue Representations	13
8.6	Insurance	13
8.7	Cooperation	13
8.8	Approval of 2011 Capital Expenditure Budget	13
SECTION 9.	APPORTIONMENTS	14
9.1	Real Property Apportionments	14
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	17
10.1	Casualty	17
10.2	Condemnation	17
10.3	Survival	18
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	19
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	21
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	23
12.14	Arbitration	23
12.15	Like Kind Exchange	24
12.16	Recording	24

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12.17	Non-liability of Trustees of Purchaser	24
12.18	Waiver	25
12.19	Further Assurances	25
12.20	Financials	25

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of June 14, 2010, by and between HUB REALTY FUNDING, INC., a Delaware corporation (the “Seller”), and GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1“Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2“Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3“Closing”  shall have the meaning given such term in Section 2.2.

1.4“Closing Date”  shall have the meaning given such term in Section 2.2.

1.5“Existing Survey”shall mean the existing ALTA survey of the Property.

1.6“Existing Title Policy”shall mean the existing title insurance policy for the Property.

1.7“Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8“Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9“Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10“Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11“Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12“Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13“Purchase Price”  shall mean Two Million Three Hundred Ninety-Three Thousand Eight Hundred Fifty-Three Dollars ($2,393,853).

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1.14“Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15“Rent Roll”  shall mean Schedule B to this Agreement.

1.16“Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17“Title Company”  shall mean Stewart Title Guaranty Company.

1.18“Update”shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on July 16, 2010, as the same may be accelerated or extended pursuant to this Section 2.2 (the “Closing Date”).

Notwithstanding the foregoing, either party may accelerate the Closing Date, by giving not less than ten (10) Business Days prior written notice (an “Acceleration Notice”) to the other, in which event the Closing Date shall be the date set forth in such Acceleration Notice, unless the party receiving the Acceleration Notice gives written notice (a “Rejection Notice”) to the other within five (5) Business Days after its receipt of the Acceleration Notice, which Rejection Notice either objects to the accelerated date set forth in the Acceleration Notice or proposes an alternative accelerated date acceptable to the other party.  In the event that any party shall give a Rejection Notice, the Closing Date shall either be not accelerated and shall occur as set forth in the first paragraph of this Section 

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2.2 or accelerated to such proposed alternative accelerated Closing Date; provided, however, that the Seller shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect any financing of the acquisition.

In addition, the Purchaser may extend the Closing Date for up to one hundred eighty (180) days (but no later than March 31, 2011), by giving not less than ten (10) Business Days prior written notice (an “Extension Notice”) to the Seller, in which event the Closing Date shall be the date set forth in such Extension Notice unless the Seller gives written notice (an “Extension Rejection Notice”) to the Purchaser within five (5) Business Days after its receipt of the Extension Notice which Extension Rejection Notice either objects to the extended date set forth in the Extension Notice or proposes an alternative extended date acceptable to the Purchaser, in which event, the Closing Date shall either be not extended and shall occur as set forth in the first paragraph of this Section 2.2 or extended to such proposed alternative extended Closing Date; provided, however, that the Seller shall have the right to give an Extension Rejection Notice only if the extension of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give an Extension Notice only if the extension of the Closing Date will adversely affect any financing of the acquisition.

2.3Purchase Price.

(a)At Closing, the Purchaser shall pay the Purchase Price, subject to adjustment as provided in Article 9, to the Seller.

(b)The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.TITLE, DILIGENCE MATERIALS, ETC.

3.1Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

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Within five (5) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the Seller given on or prior to the fifth (5^th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2No Other Diligence.The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title

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examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and including, without limitation, (i) the Seller’s agreement to request the tenants thereunder to provide novation or other agreements as may be required under the Leases in connection with the assignment thereof to the Purchaser, and (ii) the Seller’s agreement to, within one (1) Business Day of receipt thereof, transfer to the Purchaser all rent and other payments made by the tenants under the Leases with respect to the period from and after the Closing Date, and to hold all such rent and other payments in trust for the benefit of the Purchaser pending transfer;

(c)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(d)A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it

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being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(e)To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(f)To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(g)A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(h)Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

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SECTION 5.CONDITIONS TO SELLER’ OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1Purchase Price.  The Purchaser shall deliver to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1Status and Authority of the Seller, Etc.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2Action of the Seller, Etc.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in

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any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5Existing Leases, Etc.Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of

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reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged

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breach, the Purchaser gives the Seller written notice prior to the expiration of said three hundred sixty (360) day period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and, subject to the representations and warranties made in this Agreement, shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

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7.1Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said three hundred sixty (360) period of such alleged breach with reasonable detail as to the nature of such breach.

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SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2Operation of Property.  To continue to operate the Property consistent with past practices.

8.3Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7Cooperation.  The Purchaser and the Seller shall reasonably cooperate in complying with the requirements under the Leases in connection with the transfer and assignment of the Property and the Leases to the Purchaser.  The provisions of this Section 8.7 shall survive the Closing hereunder.

8.8Approval of 2011 Capital Expenditure Budget.  In the event that the Closing Date shall be extended to a date on or after January 1, 2011 pursuant to the provisions of Section 2.2, the Seller shall prepare for the Purchaser’s review and approval

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a 2011 capital expenditure budget, which budget shall include, without limitation, budgeted items for “building improvements” and “development and redevelopment”.

SECTION 9.APPORTIONMENTS.

9.1Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	water rates and charges;
(vii)	sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing

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Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as

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landlord under Leases entered into by the Seller prior to the date hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget prepared as of March 31, 2010 (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts paid by the Seller prior to the Closing on account of capital expenditures under the CapEx Budget payable after the date hereof.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget prior to the date hereof.  A copy of the CapEx Budget has been previously provided to the Purchaser.

(i)If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2Closing Costs.

(a)The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title

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examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)Each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this

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Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.DEFAULT.

11.1Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement or (y) pursue a suit for specific performance.

11.2Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.MISCELLANEOUS.

12.1Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for

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any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3Publicity.  The parties agree that, except as otherwise required by law and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by

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mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)All such notices shall be addressed,

if to the Seller, to:

c/o HRPT Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. John C. Popeo
[Telecopier No. (617) 928-1305]

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34^th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
[Telecopier No. (213) 621-5035]

if to the Purchaser, to:

Government Properties Income Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David M. Blackman
[Telecopier No. (617) 796-8267]

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
Attn:  Nancy S. Grodberg, Esq.
[Telecopier No. (617) 338-2880]

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(d)By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any

21

constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8Counterparts, Etc.This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

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12.13Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one

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counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Government Properties Income Trust, dated June 8, 2009, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Government Properties Income Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Government Properties Income Trust.  All persons dealing with Government Properties Income Trust in any way shall look only to the assets of Government Properties Income Trust for the payment of any sum or the performance of any obligation.

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12.18Waiver.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).  The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.

12.19Further Assurances.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.20Financials.  The Seller shall provide the Purchaser with access to the books and records of the Seller for the purpose of preparing audited financial statements for the Property with respect to the 2007, 2008, 2009 calendar years and stub 2010 period, such financial statements to be prepared at the Purchaser’s sole cost and expense.  The provisions of this Section 12.20 shall survive the Closing.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB REALTY FUNDING, INC., a Delaware corporation
By:	/s/ John A. Mannix
Name:	John A. Mannix
Its:	President & Chief Investment Officer
PURCHASER:
GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust
By:	/s/ David M. Blackman
Name:	David M. Blackman
Its:	Treasurer & CFO

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SCHEDULE A

Land

[See attached legal description.]

435 Montano Boulevard

Albuquerque, NM

Legal Description

N. 74° 59’ 00” W., 221.27 feet along said North Right-of-Way to a point of curvature, Thence along a curve to the Right having a Radius of 40.00 feet, a distance of 62.73 feet (chord bearing=N. 29° 54’ 50” W., chord length=56.90 feet) to a point of tangency being a point on the East Right-of-Way of Edmon Street N.E., Thence, N. 14° 58’ 19” E., 137.95 feet along said Right-of-Way to a point of curvature; Thence along a curve to the left having a Radius of 60.00 feet a distance of 93.62 feet (chord bearings=N. 29° 55’ 17” W., chord length=84.41 feet) to a point of tangency; Thence N. 75° 05’ 38” W., 61.97 feet to the Southwest corner; Thence leaving said Right-of-Way N. 14° 58’ 21” E., 193.10 feet to the Northwest corner; Thence S. 79° 03’ 16” E., 349.29 feet to the Northeast corner; and point on the West Right-of-Way of the Alameda Lateral; Thence along said Right-of-Way S. 18° 54’ 47” E., 169.81 feet to a point; Thence continuing S. 22° 30’ 32” W., 72.18 feet to a point; Thence S. 26° 44’ 15” W., 248.49 feet to the point of beginning.

ii

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

1.Lease Agreement (GS-07B-11988), dated November 1, 1985, by and between Innson Corporation (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

2.Supplemental Lease Agreement No. 1, dated February 13, 1987, by and between Innson Corporation (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

3.Supplemental Lease Agreement No. 2, dated August 22, 1988, by and between Henry A. Colegate (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

4.Supplemental Lease Agreement No. 3, dated April 18, 1995, by and among Henry A. Colegate, as Former Landlord, and Rosecliff Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

5.Supplemental Lease Agreement No. 4, dated April 15, 1996, by and between Rosecliff Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”)

6.Amendment/Modification No. 0000 to Lease No. 1422-N-670-L-96-25, effective September 1, 1996, by and between Rosecliff Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”). Note: Lease No. GS-07B-11988 is changed to Lease No. 1422-N-670-L-96-25.

7.Amendment/Modification No. 1, effective October 1, 1996, by and between Rosecliff Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

8.Amendment/Modification No. 2, effective December 1, 1996, by and between Rosecliff Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

9.Amendment/Modification No. 3, effective March 3, 1997, by and between Rosecliff Realty Funding, Inc. (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

10.Amendment/Modification No. 4, — MISSING

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11.Amendment/Modification No. 5, effective July 1, 1997, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

12.Amendment/Modification No. 6, effective July 15, 1997, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

13.Amendment/Modification No. 7, — MISSING

14.Amendment/Modification No. 8, — MISSING

15.Amendment/Modification No. 9, effective July 15, 1998, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

16.Amendment/Modification No. 0000 to Lease No. NC-L-99-0029, effective October 1, 1998, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”). Note: Lease No. 1422-N-670-L-96-25 is changed to Lease No. NC-L-99-0029.

17.Amendment/Modification No. 1, effective July 15, 1999, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Tenant”).

18.Amendment/Modification No. 2, — MISSING

19.Amendment/Modification No. 3, — MISSING

20.Amendment/Modification No. 4, effective July 15, 2000, by and between Hub Realty Funding Inc (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

21.Amendment/Modification No. 5, effective September 13, 2000, by and between Hub Realty Funding Inc (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

22.Amendment/Modification No. 6, — MISSING

23.Amendment/Modification No. 7, — MISSING

24.Amendment/Modification No. 8, effective December 15, 2000, by and between Hub Realty Funding Inc (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

25.Amendment/Modification No. 9, — MISSING

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26.Amendment/Modification No. 10, effective July 15, 2001, by and between Hub Realty Funding Inc (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

27.Amendment/Modification No. 11, — MISSING

28.Amendment/Modification No. 12, — MISSING

29.Amendment/Modification No. 13, — MISSING

30.Amendment/Modification No. 14, effective October 25, 2002, by and between Hub Realty Funding Inc (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

31.Amendment/Modification No. 15, effective March 27, 2003, by and between Hub Realty Funding (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

32.Amendment/Modification No. 16, effective May 8, 2003, by and between Hub Realty Funding (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

33.Amendment/Modification No. 17, effective July 1, 2003, by and between Hub Realty Funding (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

34.Amendment/Modification No. 18, effective July 15, 2003, by and between Hub Realty Funding (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

35.Amendment/Modification No. 19, effective October 1, 2003, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

36.Amendment/Modification No. 20, effective June 23, 2004, by and between Hub Realty Funding, Inc (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

37.Amendment/Modification No. 21, effective July 15, 2004, by and between Hub Realty Funding, Inc (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

38.Amendment/Modification No. 22, — MISSING

39.Amendment/Modification No. 23, effective May 13, 2005, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

40.Amendment/Modification No. 24, — MISSING

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41.Amendment/Modification No. 25, — MISSING

42.Amendment/Modification No. 26, — MISSING

43.Amendment/Modification No. 27, effective June 19, 2006, by and between Hub Realty Funding, Inc (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

44.Amendment/Modification No. 28, effective October 13, 2006, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

45.Amendment/Modification No. 29, effective October 10, 2006, by and between Hub Realty Funding, Inc (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

46.Amendment/Modification No. 30, — MISSING

47.Amendment/Modificatio No. 31, effective October 13, 2007, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

48.Amendment/ Modification No. 32, dated July 18, 2008, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

49.Amendment/ Modification No. 33, dated July 18, 2008, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and United States of America (“Government/Lessee”).

v

SCHEDULE C

Form of Deed

[See attached copy.]

91091586 0005965

WARRANTY DEED

HENRY A. COLGATE and MAUREEN McGUINNESS, husband and wife, for consideration paid, grants to HENRY A. COLGATE and MAUREEN McGUINNESS, Co-trustees of the HenryA. Colgate and Maureen McGuinness Trust dated January 13, 1989, whose address is 4068 Dietz Farm Circle, N.W., Albuquerque, New Mexico 87107, the following described real estate in Bernalillo County, New Mexico:

Lot numbered Nine (9), of the Plat Map of EDMON INDUSTRIAL PARK within the Elena Gallegos Grant, Bernalillo County, New Mexico, as the same is shown and designated on the Plat filed in the office of the County Clerk of Bernalillo County, New Mexico, on February 11, 1985.

SUBJECT TO a Mortgage, Assignment of Rents and Security Agreement from Henry A. Colgate and Maureen A. McGuinness to John Alden Life Insurance Company dated February 10, 1989 and recorded February 16, 1989 as Document No. 89-12173 in Book MD 46[ILLEGIBLE], page 712-764 in the office of the County Clerk of Bernalillo County, New Mexico.

SUBJECT TO an Assignment of Leases and Rents by Henry A. Colgate and Maureen A. McGuinness to John Alden Life Insurance Company, dated February 10, 1989, recorded February 16, 1989 as Document No. 89-12174 in Book MS 714A, page 95-104 in the office of the County Clerk of Bernalillo County, New Mexico.

SUBJECT TO a Mortgage from Henry A. Colgate and Maureen McGuinness to First National Bank in Albuquerque dated February 10, 1989, filed February 16, 1989, as Document No. 89-12175 in the office of the County Clerk of Bernalillo County, New Mexico.

SUBJECT TO an Assignment of Leases and Rents by Henry A. Colgate and Maureen McGuinness to First National Bank in Albuquerque, recorded February 16, 1989 as Document No. 89-12176 in the office of the County Clerk of Bernalillo County, New Mexico.

SUBJECT TO a Third Lien Deed of Trust and Mortgage by Henry A. Colgate and Maureen McGuinness to Sam W. Baker, as Trustee for NCNB Texas National Bank, dated February 10, 1989, recordedfiled February 16, 1989, as Document No. 89-12177 in the office of the County Clerk of Bernalillo County, New Mexico.

SUBJECT TO reservations, restrictions and easements of record and taxes for 1989 and subsequent years.

This deed is given without consideration to transfer the above-described real estate into trust.

with warranty covenants.

WITNESS our hands and seals this 23 day of September [ILLEGIBLE].

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0005966

/s/ Henry A. Colgate	(Seal)	/s/ Maureen Mcguinness	(Seal)
HENRY A. COLGATE		MAUREEN McGUINNESS

ACKNOWLEDGMENTS

STATE OF NEW MEXICO	)
	) ss.
COUNTY OF BERNALILLO	)

The foregoing instrument was acknowledged before me this 23 [ILLEGIBLE] day of September [ILLEGIBLE], by Henry A. Colgate and Maureen McGuinness, husband and wife.

/s/ [ILLEGIBLE]

Notary Public

My Commission expires:

7-25-92

[ILLEGIBLE]

STATE OF NEW MEXICO

COUNTY OF BERNALILLO

FILED FOR [ILLEGIBLE]

91 NOV –4 PM 2:01

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

iii

Return to: First American Title Ins. Co. OF #97806 AL

[ILLEGIBLE]

95022476 [ILLEGIBLE]

WARRANTY DEED

HENRY A. COLGATE and MAUREEN A. McGUINNESS, husband and wife, for consideration paid, grant to ROSECLIFF REALTY FUNDING, INC., a Delaware Corporation, whose address is 1775 Pennsylvania Ave, NW, Suite 1000, Washington, DC 20006, the following described real estate in Bernalillo County, New Mexico:

Lot numbered Nine (9) of the Plat Map of EDMON INDUSTRIAL PARK within the Elena Gallegos Grant, Bernalillo County, New Mexico, as the same is shown and designated on the Plat filed in the Office the County Clerk of Bernalillo County, New Mexico, on February 11, 1985.

Subject to patent reservations, restrictions and easements of record and to taxes for the year 1995 and years thereafter.

Subject to the lien of the Middle Rio Grande Conservancy District.

with warranty covenants.

WITNESS our hands this 1st day of March 1995.

/s/ Henry A. Colgate	/s/ Maureen A. Mcguinness
HENRY A. COLGATE	MAUREEN A. McGUINNESS
Co-Trustee	Co-Trustee

ACKNOWLEDGEMENT FOR NATURAL PERSONS

STATE OF NEW MEXICO	)
	) ss.
COUNTY OF BERNALILLO	)

This instrument was acknowledged before me on March 1, 1995, by Henry A. Colgate and Maureen A. McGuinness as co-Trustees of the HENRY A. COLGATE AND MAUREEN MCGUINNESS TRUST DATED JANUARY 13, 1989.

/s/ [ILLEGIBLE]

NOTARY PUBLIC

My Commission Expires:

2/7/96

	STATE OF NEW MEXICO
	COUNTY OF [ILLEGIBLE]
	FILED [ILLEGIBLE]
[ILLEGIBLE]	95 MAR –6 PM 3:21
	[ILLEGIBLE]
	[ILLEGIBLE]
	[ILLEGIBLE]

iv

Return to: First American Title Ins. Co. OF #97806 [ILLEGIBLE]

95031715 0773

WARRANTY DEED

HENRY A. COLGATE and MAUREEN A. McGUINNESS, husband and wife, for consideration paid, grant to ROSECLIFF REALTY FUNDING, INC., a Delaware Corporation, whose address is 1775 Pennsylvania Ave, NW, Suite 1000, Washington, DC 20006, the following described real estate in Bernalillo County, New Mexico:

Lot numbered Nine (9) of the Plat Map of EDMON INDUSTRIAL PARK within the Elena Gallegos Grant, Bernalillo County, New Mexico, as the same is shown and designated on the Plat filed in the Office the County Clerk of Bernalillo County, New Mexico, On February 11, 1985.

Subject to patent reservations, restrictions and [ILLEGIBLE]of record and to taxes for the year 1995 and years thereafter.

Subject to the lien of the Middle Rio Grande Conservancy District.

	RE-RECORDED TO SHOW METES & BOUNDS DESCRIPTION ON EXHIBIT “A”
with warranty covenants.

WITNESS our hands this 1st day of March 1995.

/s/ Henry A. Colgate	/s/ Maureen A. Mcguinness
HENRY A. COLGATE	MAUREEN A. McGUINNESS
Co-Trustee	Co-Trustee

ACKNOWLEDGEMENT FOR NATURAL PERSONS

STATE OF NEW MEXICO	)
	) ss.
COUNTY OF BERNALILLO	)

This instrument was acknowledged before me on March 1, 1995, by Henry A. Colgate and Maureen A. McGuinness as co-Trustees of the HENRY A. COLGATE AND MAUREEN MCGUINNESS TRUST DATED JANUARY 13, 1989.

[ILLEGIBLE]

NOTARY PUBLIC

My Commission Expires:

[ILLEGIBLE]

	[ILLEGIBLE]
	[ILLEGIBLE]
[ILLEGIBLE]	[ILLEGIBLE]
	[ILLEGIBLE]
	[ILLEGIBLE]
	[ILLEGIBLE]

v

0774

[ILLEGIBLE] COUNTY, NEW MEXICO

EXHIBIT A

LEGAL DESCRIPTION

Lot numbered Nine (9) of the Plat Map of EDMON INDUSTRIAL PARK within the Elena Gallegos Grant, Bernalillo County, New Mexico, as the same is shown and designated on the Plat filed in the Office of the County Clerk of Bernalillo County, New Mexico, on February 11, 1985 and being more particularly described as follows:

BEGINNING at the Southeast corner of said tract being a point on the West right-of-way of the Alameda Lateral and the North right-of-way of Montano Road N.E; running thence from said point of beginning N. 74° 59’ 00” W., 221.27 feet along said North right-of-way to a point of curvature, thence along a curve to the right having a radius of 40.00 feet, a distance of 62.73 feet (chord bearing = N. 29° 54’ 50” W., chord length = 56.90 feet) to a point of tangency being a point on the East right-of-way of Edmon Street N.E., thence N. 14° 58’ 19” E., 137.95 feet along said right-of-way to a point of curvature; thence along a curve to the left having a radius of 60.00 feet a distance of 93.62 feet (chord bearings = N. 29° 55’ 17” W., chord length = 84.41 feet) to a point of tangency, thence N. 75° 05’ 38” W., 61.97 feet to Southwest corner; thence leaving said right-of-way N. 14° 58’ 21” E., 193.10 feet to the Northwest corner, thence S. 79° 03’ 16” E., 349.29 feet to the Northeast corner, and point on the West right-of-way of the Alameda Lateral; thence along said right-of-way S. 18° 54’ 47” E., 169.81 feet to a point; thence continuing S. 22° 30’ 32” W., 72.18 feet to a point; thence continuing S. 26° 44’ 15” W., 248.49 feet to the point of beginning and containing 3.5273 acres, more or less.

vi

EX-10.14

Exhibit 10.14

220 E. Bryan St., Savannah, GA

PURCHASE AND SALE AGREEMENT

by and between

HUB REALTY FUNDING, INC.,

as Seller,

and

GOVERNMENT PROPERTIES INCOME TRUST,

as Purchaser

June 14, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	4
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	5
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	6
4.1	Closing Documents	6
4.2	Title Policy	7
4.3	Environmental Reliance Letters	7
4.4	Condition of Property	7
4.5	Other Conditions	7
SECTION 5.	CONDITIONS TO SELLER’ OBLIGATION TO CLOSE	8
5.1	Purchase Price	8
5.2	Closing Documents	8
5.3	Other Conditions	8
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	8
6.1	Status and Authority of the Seller, Etc.	8
6.2	Action of the Seller, Etc.	8
6.3	No Violations of Agreements	8
6.4	Litigation	9

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6.5	Existing Leases, Etc.	9
6.6	Agreements, Etc.	10
6.7	Not a Foreign Person	10
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	11
7.1	Status and Authority of the Purchaser	12
7.2	Action of the Purchaser	12
7.3	No Violations of Agreements	12
7.4	Litigation	12
SECTION 8.	COVENANTS OF THE SELLER	13
8.1	Approval of Agreements	13
8.2	Operation of Property	13
8.3	Compliance with Laws, Etc.	13
8.4	Compliance with Agreements	13
8.5	Notice of Material Changes or Untrue Representations	13
8.6	Insurance	13
8.7	Cooperation	13
8.8	Approval of 2011 Capital Expenditure Budget	13
SECTION 9.	APPORTIONMENTS	14
9.1	Real Property Apportionments	14
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	17
10.1	Casualty	17
10.2	Condemnation	17
10.3	Survival	18
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	19
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	21
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	23
12.14	Arbitration	23
12.15	Like Kind Exchange	24
12.16	Recording	24

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12.17	Non-liability of Trustees of Purchaser	24
12.18	Waiver	25
12.19	Further Assurances	25
12.20	Financials	25

iii

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of June 14, 2010, by and between HUB REALTY FUNDING, INC., a Delaware corporation (the “Seller”), and GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1                   “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2                   “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3                   “Closing”  shall have the meaning given such term in Section 2.2.

1.4                   “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5              “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6              “Existing Title Policy”  shall mean the existing title insurance policy for the Property.

1.7                   “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8                   “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9                   “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10                 “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11                 “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12            “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13                 “Purchase Price”  shall mean Three Million Three Hundred Forty-Eight Thousand One Hundred Fourteen Dollars ($3,348,114).

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1.14                 “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15                 “Rent Roll”  shall mean Schedule B to this Agreement.

1.16            “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17            “Title Company”  shall mean Stewart Title Guaranty Company.

1.18            “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1              Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2              Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on July 16, 2010, as the same may be accelerated or extended pursuant to this Section 2.2 (the “Closing Date”).

Notwithstanding the foregoing, either party may accelerate the Closing Date, by giving not less than ten (10) Business Days prior written notice (an “Acceleration Notice”) to the other, in which event the Closing Date shall be the date set forth in such Acceleration Notice, unless the party receiving the Acceleration Notice gives written notice (a “Rejection Notice”) to the other within five (5) Business Days after its receipt of the Acceleration Notice, which Rejection Notice either objects to the accelerated date set forth in the Acceleration Notice or proposes an alternative accelerated date acceptable to the other party.  In the event that any party shall give a Rejection Notice, the Closing Date shall either be not accelerated and shall occur as set forth in the first paragraph of this Section 

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2.2 or accelerated to such proposed alternative accelerated Closing Date; provided, however, that the Seller shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect any financing of the acquisition.

In addition, the Purchaser may extend the Closing Date for up to one hundred eighty (180) days (but no later than March 31, 2011), by giving not less than ten (10) Business Days prior written notice (an “Extension Notice”) to the Seller, in which event the Closing Date shall be the date set forth in such Extension Notice unless the Seller gives written notice (an “Extension Rejection Notice”) to the Purchaser within five (5) Business Days after its receipt of the Extension Notice which Extension Rejection Notice either objects to the extended date set forth in the Extension Notice or proposes an alternative extended date acceptable to the Purchaser, in which event, the Closing Date shall either be not extended and shall occur as set forth in the first paragraph of this Section 2.2 or extended to such proposed alternative extended Closing Date; provided, however, that the Seller shall have the right to give an Extension Rejection Notice only if the extension of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give an Extension Notice only if the extension of the Closing Date will adversely affect any financing of the acquisition.

2.3              Purchase Price.

(a)           At Closing, the Purchaser shall pay the Purchase Price, subject to adjustment as provided in Article 9, to the Seller.

(b)           The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.TITLE, DILIGENCE MATERIALS, ETC.

3.1                   Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

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Within five (5) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5^th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2              No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate

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this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1                   Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)           A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)           An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and including, without limitation, (i) the Seller’s agreement to request the tenants thereunder to provide novation or other agreements as may be required under the Leases in connection with the assignment thereof to the Purchaser, and (ii) the Seller’s agreement to, within one (1) Business Day of receipt thereof, transfer to the Purchaser all rent and other payments made by the tenants under the Leases with respect to the period from and after the Closing Date, and to hold all such rent and other payments in trust for the benefit of the Purchaser pending transfer;

(c)           An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(d)           A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it

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being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(e)           To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(f)            To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(g)           A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(h)           Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2              Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3              Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4              Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5                   Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

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SECTION 5.CONDITIONS TO SELLER’ OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1                   Purchase Price.  The Purchaser shall deliver to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2              Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3                   Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1                   Status and Authority of the Seller, Etc.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2                   Action of the Seller, Etc.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3                   No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in

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any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4                   Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5              Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of

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reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6              Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7                   Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged

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breach, the Purchaser gives the Seller written notice prior to the expiration of said three hundred sixty (360) day period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and, subject to the representations and warranties made in this Agreement, shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

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7.1                   Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2                   Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3                   No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4                   Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said three hundred sixty (360) period of such alleged breach with reasonable detail as to the nature of such breach.

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SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1                   Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2                   Operation of Property.  To continue to operate the Property consistent with past practices.

8.3              Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4              Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5              Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6              Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7              Cooperation.  The Purchaser and the Seller shall reasonably cooperate in complying with the requirements under the Leases in connection with the transfer and assignment of the Property and the Leases to the Purchaser.  The provisions of this Section 8.7 shall survive the Closing hereunder.

8.8              Approval of 2011 Capital Expenditure Budget.  In the event that the Closing Date shall be extended to a date on or after January 1, 2011 pursuant to the provisions of Section 2.2, the Seller shall prepare for the Purchaser’s review and

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approval a 2011 capital expenditure budget, which budget shall include, without limitation, budgeted items for “building improvements” and “development and redevelopment”.

SECTION 9.APPORTIONMENTS.

9.1                   Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)annual rents, operating costs, taxes and other fixed charges payable under the Leases;

(ii)percentage rents and other unfixed charges payable under the Leases;

(iii)fuel, electric, water and other utility costs;

(iv)municipal assessments and governmental license and permit fees;

(v)Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;

(vi)water rates and charges;

(vii)sewer and vault taxes and rents; and

(viii)all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)           If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing

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Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)           If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)           If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)           No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)            At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)           Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as

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landlord under Leases entered into by the Seller prior to the date hereof.

(h)           Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget prepared as of March 31, 2010 (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts paid by the Seller prior to the Closing on account of capital expenditures under the CapEx Budget payable after the date hereof.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget prior to the date hereof.  A copy of the CapEx Budget has been previously provided to the Purchaser.

(i)            If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)            If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2                   Closing Costs.

(a)           The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title

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examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)           The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)           Each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1                 Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2                 Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this

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Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3                 Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.DEFAULT.

11.1                 Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement or (y) pursue a suit for specific performance.

11.2                 Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.MISCELLANEOUS.

12.1            Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for

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any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2                 Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3                 Publicity.  The parties agree that, except as otherwise required by law and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4                 Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by

19

mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)           All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)           All such notices shall be addressed,

if to the Seller, to:

c/o HRPT Properties Trust
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
[Telecopier No. (617) 928-1305]

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34^th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
[Telecopier No. (213) 621-5035]

if to the Purchaser, to:

Government Properties Income Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David M. Blackman
[Telecopier No. (617) 796-8267]

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
[Telecopier No. (617) 338-2880]

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(d)           By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5                 Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6                 Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7                 Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any

21

constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8                 Counterparts, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9            Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10          Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11               Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12               Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

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12.13               Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14          Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one

23

counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15          Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16          Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17               Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Government Properties Income Trust, dated June 8, 2009, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Government Properties Income Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Government Properties Income Trust.  All persons dealing with Government Properties Income Trust in any way shall look only to the assets of Government Properties Income Trust for the payment of any sum or the performance of any obligation.

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12.18          Waiver.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.

12.19               Further Assurances.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.20          Financials.  The Seller shall provide the Purchaser with access to the books and records of the Seller for the purpose of preparing audited financial statements for the Property with respect to the 2007, 2008, 2009 calendar years and stub 2010 period, such financial statements to be prepared at the Purchaser’s sole cost and expense.  The provisions of this Section 12.20 shall survive the Closing.

[Signature page follows.]

25

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB REALTY FUNDING, INC., a Delaware corporation
By:	/s/ John A. Mannix
Name:	John A. Mannix
Its:	President & Chief Investment Officer
PURCHASER:
GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust
By:	/s/ David M. Blackman
Name:	David M. Blackman
Its:	Treasurer & CFO

26

SCHEDULE A

Land

[See attached legal description.]

200 E. Bryan Street

Savannah, GA

Legal Description

ALL THAT CERTAIN lot, tract or parcel of laud, situate, lying and being in the City of Savannah, Chatham County, Georgia and being known as LOTS EIGHT (8), NINE (9), AND THE WESTERN ONE-HALF OF LOT TEN (10), SECOND TYTHING, REYNOLDS WARD, according to the City Map of the City of Savannah and more particularly shown on that plat of Lots 8, 9, and the western 1/2 of Lot 10, Second Tything, Reynolds Ward, Savannah, Georgia surveyed for J.C. Long, dated March 10, 1969 and revised March 14, 1969, prepared by W.C. Powers, G.R.L.S. Number 933, and recorded in Plat Book T, folio 90, Chatham County, Georgia records, said plat being incorporated herein and made a part hereof by this reference. Said property contains a four story masonry building which is known as the Corp of Engineers Annex Building, together with all and singular the rights, members, hereditaments, easements, improvements and fixtures thereunto belonging or in anywise appertaining, and ail minerals located on the property or under the ground. Said property is known under the present street numbering system of the City of Savannah, Georgia as 220 East Bryan Street and is the same property conveyed to The Johnson, Lane, Space, Smith Corporation by warranty deed from Annex Associates, dated May 8, 1986, and recorded in Record Book 130-J, folio 791, Chatham County, Georgia records.

Said property is more particularly described as follows:

Beginning at an “X” set located in the northern margin of the 3 7.5 foot right of way of Bryan Street, said point being located 123.12 feet from the eastern right of way margin of Abercorn Street, said point also being the southwestern corner of Lot 8 and the southeastern corner of Lot 7; thence with the common boundary of Lots 7 and 8, N 25° 36’ 00” E 90.45 feet to a PK nail set located in the southern margin of the 22.5 foot right of way of Asphalt Lane; thence with the right of way of Asphalt - -Lane S 65° 13’ 00” E 153.15 feet to a PK nail set; thence with the dividing line between the eastern portion of Lot 10 and the western portion of Lot 10 S 25° 33’ 00” W 90.76 feet to an “X” set located in the northern margin of the 3 7.5 foot right of way of Bryan Street; thence with right of way margin of Bryan Street N 65° 06’ 00” W 153.22 feet to the Point and Place of Beginning containing 13,878 square feet (0.32 acres) as shown on survey for Johnson, Lane, Space, Smith Corporation and GovProp Funding, L.P. by EMC Engineering Services, Inc., dated December 7, 1994 - Project Number 94-568.

ii

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX
Lease

1.Lease Agreement (GS-04B-30282), dated October 1990, by and between The Johnson, Lane, Space, Smith Corporation (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

2.Supplemental Lease Agreement No. 1, dated January 18, 1991, by and between The Johnson, Lane, Space, Smith Corporation (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

3.Supplemental Lease Agreement No. 2, dated August 12, 1991, by and between The Johnson, Lane, Space, Smith Corporation (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

4.Supplemental Lease Agreement No. 3, undated, by and between The Johnson, Lane, Space, Smith Corporation (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

5.Supplemental Lease Agreement No. 4, dated September 2, 1992, by and between The Johnson, Lane, Space, Smith Corporation (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

6.Supplemental Lease Agreement No. 5, dated October 15, 1992, by and between The Johnson, Lane, Space, Smith Corporation (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

7.Supplemental Lease Agreement No. 6, dated April 13, 1995, by and between Rosecliff Realty Funding, Inc. (“Owner/Lessor”) and The United States of America (“Government/Lessee”). Re: Change of Ownership from The Johnson, Lane, Space, Smith Corporation to Rosecliff Realty Funding, Inc.

8.Supplemental Lease Agreement No. 7, dated June 11, 1997, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and The United States of America (“Government/Lessee”). Re: Change of Lessor as a result of ownership change from Rosecliff Realty Funding, Inc. to Hub Realty Funding, Inc.

ii

9.Supplemental Lease Agreement No. 8, dated December 17, 1999, by and between Hub Realty Funding, Inc. (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

10.Supplemental Lease Agreement No. 9, dated June 27, 2002, by and between M & P Partners, LP as Agent for Hub Realty Funding Inc. (“Owner/Lessor”) and The United States of America (“Government/Lessee”).

iii

SCHEDULE C

Form of Deed

[See attached copy.]

Savannah, GA

285

RECEIVED

FOR RECORD

[ILLEGIBLE] 20 3 55 PP’86

DORIS S. STEPHENS

CLERK S.C.C.C.G.A.

STATE OF GEORGIA	)	WARRANTY DEED
CHATHAM COUNTY	)

This Indenture, made this 8th day of May 1986, between

791

ANNEX ASSOCIATES, A GEORGIA GENERAL PARTNERSHIP, Party of the first part and

[SEAL]

THE JOHNSON, LANE, SPACE, SMITH CORPORATION, A GEORGIA CORPORATION, Party of the second part

[SEAL]

WITNESSETH:

First party for and in consideration of the sum of TEN ($10.00) DOLLARS and other valuable considerations, receipt whereof is hereby acknowledged, does hereby grant, bargain, sell and convey unto second party heirs, successors and assigns, the following described property, to-wit:

All that certain lot, tract or parcel of land situate, lying and being in the City of Savannah, Chatham County, Georgia, being known as Lots 8, 9 and the western one-half of Lot 10, Second Tything, Reynolds Ward, containing all of a four story [ILLEGIBLE] building which is known as the Corps of Engineers Annex Building, together with all and singular the rights, members, hereditaments, easements, improvements, and fixtures thereunto belonging or in anywise appertaining, and all minerals located on the property or under the ground. Said property is known under the present street numbering system of the City of Savannah, Georgia, as 220 East Bryan Street.

Subject, however, to that certain Deed to Secure Debt and Security Agreement between Party of the first part and Downtown Development Authority for the City of Savannah recorded in Record Book 1282, Folio 359 and assigned to The Citizens and Southern National Bank by Assignment recorded in Record Book 1282, Folio 394, the obligations of said Deed to Secure Debt and the indebtedness secured thereby being assumed by Party of the second part.

Filed for Record At 5:55 O’Clock P.M. On The 28 Day Of May, 1986 Recorded in Record Book 130 of Folio 791 On The 21 Day Of May 1986
	[ILLEGIBLE]
	DORIS S. STEPHENS
	CLERK, S. C., C. CO. GEORGIA

CLERK SUPERIOR COURT, CHATHAM CO. GA.

TO HAVE AND TO HOLD the said above described tract or parcel of land and premises, together with all and singular the rights, members, hereditaments, Improvements, easements, and appurtenances thereunto belonging or in any wise appertaining, unto second party its heirs, successors and assigns in fee simple forever.

AND LASTLY, the first party warrants that first party is [ILLEGIBLE] of said premises in fee simple and has good right to convey the name; that said premises are free from encumbrances; and first party will forever warrant the title to said premises.

IN WITNESS WHEREOF, first party has caused these presents to be executed by its duly authorized officers and its corporate seal affixed hereto on the day and year first above written.

			ANNEX ASSOCIATES
SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF:-			By  STRACHAN SHIPPING COMPANY
			Its  General Partner
[ILLEGIBLE]
Unofficial Witness
			By:	[ILLEGIBLE]
[ILLEGIBLE]
Notary Public, Chatham County Georgia			Attest:		[ILLEGIBLE]
[SEAL]		[ILLEGIBLE]
[ILLEGIBLE]	Notary Public, Chatham County, GI		[SEAL]
	My Commission Expires [ILLEGIBLE]

(continued on reverse)

ii

792

Signed, sealed and delivered this 9th day of May, 1986 in the presence of:	By THE JOHNSON, LANE, SPACE, SMITH CORPORATION, Its General Partner
[ILLEGIBLE]	By:	[ILLEGIBLE]
Unofficial Witness
[ILLEGIBLE]	Attest:	[ILLEGIBLE]
[SEAL]	[SEAL]
	(CORPORATE SEAL)

iii

EX-10.15

Exhibit 10.15

4700 River Road, Riverdale, MD

PURCHASE AND SALE AGREEMENT

by and between

HUB REALTY COLLEGE PARK I, LLC,

as Seller,

and

GOVERNMENT PROPERTIES INCOME TRUST,

as Purchaser

June 14, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	4
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	5
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	6
4.1	Closing Documents	6
4.2	Title Policy	7
4.3	Environmental Reliance Letters	7
4.4	Condition of Property	7
4.5	Other Conditions	7
SECTION 5.	CONDITIONS TO SELLER’ OBLIGATION TO CLOSE	8
5.1	Purchase Price	8
5.2	Closing Documents	8
5.3	Other Conditions	8
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	8
6.1	Status and Authority of the Seller, Etc.	8
6.2	Action of the Seller, Etc.	8
6.3	No Violations of Agreements	8
6.4	Litigation	9

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6.5	Existing Leases, Etc.	9
6.6	Agreements, Etc.	10
6.7	Not a Foreign Person	10
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	11
7.1	Status and Authority of the Purchaser	12
7.2	Action of the Purchaser	12
7.3	No Violations of Agreements	12
7.4	Litigation	12
SECTION 8.	COVENANTS OF THE SELLER	13
8.1	Approval of Agreements	13
8.2	Operation of Property	13
8.3	Compliance with Laws, Etc.	13
8.4	Compliance with Agreements	13
8.5	Notice of Material Changes or Untrue Representations	13
8.6	Insurance	13
8.7	Cooperation	13
8.8	Approval of 2011 Capital Expenditure Budget	13
SECTION 9.	APPORTIONMENTS	14
9.1	Real Property Apportionments	14
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	17
10.1	Casualty	17
10.2	Condemnation	17
10.3	Survival	18
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	19
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	21
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	23
12.14	Arbitration	23
12.15	Like Kind Exchange	24
12.16	Recording	24

ii

12.17	Non-liability of Trustees of Purchaser	24
12.18	Waiver	25
12.19	Further Assurances	25
12.20	Financials	25

iii

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of June 14, 2010, by and between HUB REALTY COLLEGE PARK I, LLC, a Delaware limited liability company (the “Seller”), and GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1                   “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2                   “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3                   “Closing”  shall have the meaning given such term in Section 2.2.

1.4                   “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5                   “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6                   “Existing Title Policy”  shall mean the existing title insurance policy for the Property.

1.7                   “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8                   “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9                   “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10                 “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11                 “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy (other than those mortgages, deeds of trust and other documents and instruments executed and delivered in connection with the CMBS financing which is to be prepaid on or prior to Closing); (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12                 “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13                 “Purchase Price”  shall mean Forty-One Million Seven Hundred Thirty-One Thousand Three Hundred Five Dollars ($41,731,305).

2

1.14                 “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15                 “Rent Roll”  shall mean Schedule B to this Agreement.

1.16                 “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17                 “Title Company”  shall mean Stewart Title Guaranty Company.

1.18                 “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1                   Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2                   Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on September 17, 2010, as the same may be accelerated or extended pursuant to this Section 2.2 (the “Closing Date”).

Notwithstanding the foregoing, either party may accelerate the Closing Date, by giving not less than ten (10) Business Days prior written notice (an “Acceleration Notice”) to the other, in which event the Closing Date shall be the date set forth in such Acceleration Notice, unless the party receiving the Acceleration Notice gives written notice (a “Rejection Notice”) to the other within five (5) Business Days after its receipt of the Acceleration Notice, which Rejection Notice either objects to the accelerated date set forth in the Acceleration Notice or proposes an alternative accelerated date acceptable to the other party.  In the event that any party shall give a Rejection Notice, the Closing Date shall either be not accelerated and shall occur as set forth in the first paragraph of this Section

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2.2 or accelerated to such proposed alternative accelerated Closing Date; provided, however, that the Seller shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give a Rejection Notice only if the acceleration of the Closing Date will adversely effect any financing of the acquisition.

In addition, the Purchaser may extend the Closing Date for up to one hundred eighty (180) days (but no later than March 31, 2011), by giving not less than ten (10) Business Days prior written notice (an “Extension Notice”) to the Seller, in which event the Closing Date shall be the date set forth in such Extension Notice unless the Seller gives written notice (an “Extension Rejection Notice”) to the Purchaser within five (5) Business Days after its receipt of the Extension Notice which Extension Rejection Notice either objects to the extended date set forth in the Extension Notice or proposes an alternative extended date acceptable to the Purchaser, in which event, the Closing Date shall either be not extended and shall occur as set forth in the first paragraph of this Section 2.2 or extended to such proposed alternative extended Closing Date; provided, however, that the Seller shall have the right to give an Extension Rejection Notice only if the extension of the Closing Date will adversely effect the Seller’s ability to conclude a like kind exchange pursuant to Section 12.15, and the Purchaser shall have the right to give an Extension Notice only if the extension of the Closing Date will adversely affect any financing of the acquisition.

2.3                   Purchase Price.

(a)           At Closing, the Purchaser shall pay the Purchase Price, subject to adjustment as provided in Article 9, to the Seller.

(b)           The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.TITLE, DILIGENCE MATERIALS, ETC.

3.1                   Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

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Within five (5) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5^th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2                   No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title

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examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1                   Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)           A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)           An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and including, without limitation, (i) the Seller’s agreement to request the tenants thereunder to provide novation or other agreements as may be required under the Leases in connection with the assignment thereof to the Purchaser, and (ii) the Seller’s agreement to, within one (1) Business Day of receipt thereof, transfer to the Purchaser all rent and other payments made by the tenants under the Leases with respect to the period from and after the Closing Date, and to hold all such rent and other payments in trust for the benefit of the Purchaser pending transfer;

(c)           An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(d)           A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it

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being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(e)           To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(f)            To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(g)           A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(h)           Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2                   Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3                   Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4                   Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5                   Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

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SECTION 5.CONDITIONS TO SELLER’ OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1                   Purchase Price.  The Purchaser shall deliver to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2                   Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3                   Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1                   Status and Authority of the Seller, Etc.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2                   Action of the Seller, Etc.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3                   No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in

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any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4                   Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5                   Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of

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reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6                   Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7                   Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged

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breach, the Purchaser gives the Seller written notice prior to the expiration of said three hundred sixty (360) day period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and, subject to the representations and warranties made in this Agreement, shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

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7.1                   Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2                   Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3                   No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4                   Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of three hundred sixty (360) days, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said three hundred sixty (360) period of such alleged breach with reasonable detail as to the nature of such breach.

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SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1                   Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2                   Operation of Property.  To continue to operate the Property consistent with past practices.

8.3                   Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4                   Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5                   Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6                   Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7                   Cooperation.  The Purchaser and the Seller shall reasonably cooperate in complying with the requirements under the Leases in connection with the transfer and assignment of the Property and the Leases to the Purchaser.  The provisions of this Section 8.7 shall survive the Closing hereunder.

8.8                   Approval of 2011 Capital Expenditure Budget.  In the event that the Closing Date shall be extended to a date on or after January 1, 2011 pursuant to the provisions of Section 2.2, the Seller shall prepare for the Purchaser’s review and approval

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a 2011 capital expenditure budget, which budget shall include, without limitation, budgeted items for “building improvements” and “development and redevelopment”.

SECTION 9.APPORTIONMENTS.

9.1                   Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	water rates and charges;
(vii)	sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)           If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing

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Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)           If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)           If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)           No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)            At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)           Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as

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landlord under Leases entered into by the Seller prior to the date hereof.

(h)           Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget prepared as of March 31, 2010 (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be the responsibility of the Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts paid by the Seller prior to the Closing on account of capital expenditures under the CapEx Budget payable after the date hereof.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget prior to the date hereof.  A copy of the CapEx Budget has been previously provided to the Purchaser.

(i)            If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)            If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2                   Closing Costs.

(a)           The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title

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examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)           The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)           Each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1                 Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2                 Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this

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Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3                 Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.DEFAULT.

11.1                 Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement or (y) pursue a suit for specific performance.

11.2                 Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.MISCELLANEOUS.

12.1                 Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for

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any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2                 Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3                 Publicity.  The parties agree that, except as otherwise required by law and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4                 Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by

19

mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)           All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)           All such notices shall be addressed,

if to the Seller, to:

c/o HRPT Properties Trust
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
[Telecopier No. (617) 928-1305]

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34^th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
[Telecopier No. (213) 621-5035]

if to the Purchaser, to:

Government Properties Income Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David M. Blackman
[Telecopier No. (617) 796-8267]

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
[Telecopier No. (617) 338-2880]

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(d)           By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5                 Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6                 Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7                 Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any

21

constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8                 Counterparts, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9                 Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10               Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11               Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12               Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

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12.13               Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14               Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one

23

counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15               Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16               Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17               Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Government Properties Income Trust, dated June 8, 2009, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Government Properties Income Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Government Properties Income Trust.  All persons dealing with Government Properties Income Trust in any way shall look only to the assets of Government Properties Income Trust for the payment of any sum or the performance of any obligation.

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12.18               Waiver.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.

12.19               Further Assurances.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.20               Financials.  The Seller shall provide the Purchaser with access to the books and records of the Seller for the purpose of preparing audited financial statements for the Property with respect to the 2007, 2008, 2009 calendar years and stub 2010 period, such financial statements to be prepared at the Purchaser’s sole cost and expense.  The provisions of this Section 12.20 shall survive the Closing.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB REALTY COLLEGE PARK I, LLC, a Delaware limited liability company
By:	/s/ John A. Mannix
Name:	John A. Mannix
Its:	President & Chief Investment Officer
PURCHASER:
GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust
By:	/s/ David M. Blackman
Name:	David M. Blackman
Its:	Treasurer & CFO

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SCHEDULE A

Land

[See attached legal description.]

College Park

4700 River Road

College Park, MD

Legal Description

PARCEL 1

All that piece or parcel of land lying and situate in the 19th Election District of Prince George’s County, Maryland and being more particularly described as follows:

Lot numbered One (1), in Block lettered “C”, in the subdivision known as “LOT ONE, BLOCK C - RIVERSIDE”, as per plat thereof recorded in Plat Book NLP VJ 167 at plat 88 among the Land Records of Prince George’s County, Maryland.

Being in the 19th Election District of said County.

PARCEL 2

Together with a non-exclusive easement more particularly described in Storm Drainage easement to Prince George’s County, Maryland dated November 22, 1993 and recorded in Liber 9224 at Folio 718 among the Land Records of Prince George’s County, Maryland.

Together with a non-exclusive easement more particularly described in Declaration of Easement by Marlborough C.L., Inc. dated December 14, 1993 and recorded in Liber 9233 at Folio 463 among the Land Records of Prince George’s’ County, Maryland.

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SCHEDULE B

Rent Roll

[See attached copy.]

INDEX
Lease

1.Office Building Lease, dated May 1, 2006, by and between Hub Acquisition Trust (“Landlord”) and NEXTEL Communications of the Mid-Atlantic, Inc. (“Tenant”).

ii

INDEX

Lease

1.Lease Agreement (GS-11B-30138), dated July 14, 1993, by and between Daniel I. Cotton, President, Marlborough C.L., Inc. (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

2.Supplemental Lease Agreement No. 1, dated February 17, 1994, by and between Riverside USDA Associates, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

3.Supplemental Lease Agreement No. 2, dated March 1, 1994, by and between Riverside USDA Associates, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

4.Supplemental Lease Agreement No. 3, dated March 15, 1995, by and between Marlborough C.L., Inc. /Riverside USDA Associates, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

5.Supplemental Lease Agreement No. 4, dated April 21, 1995, by and between Riverside USDA Associates, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

6.Supplemental Lease Agreement No. 5, dated April 26, 1995, by and between Riverside USDA Associates, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

7.Supplemental Lease Agreement No. 6, dated July 11, 1995, by and between Marlborough C.L., Inc. /Riverside USDA Associates, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

8.Supplemental Lease Agreement No. 7, dated July 25, 1995, by and between Riverside USDA Associates, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

9.Supplemental Lease Agreement No. 8, dated July 25, 1995, by and between Marlborough C.L., Inc. /Riverside USDA Associates, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

iii

10.Supplemental Lease Agreement No. 9, dated July 25, 1995, by and between Riverside USDA Associates, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

11.Supplemental Lease Agreement No. 10, dated April 4, 1996, by and between Riverside USDA Associates, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).  Note: Novation Agreement changing name from Riverside USDA Associates, LLC to Rosecliffe Realty College Park I, LLC.

12.Supplemental Lease Agreement No. 11, dated May 23, 1996, by and between Rosecliff Realty College Park I, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

13.Supplemental Lease Agreement No. 12, dated October 24, 1996, by and between Rosecliff Realty College Park I, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

14.Supplemental Lease Agreement No. 13, effective February 15, 1997, by and between Rosecliff Realty College Park I, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

15.Supplemental Lease Agreement No. 14, dated April 4, 1997, by and between Rosecliff Realty College Park I, LLC (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

16.Supplemental Lease Agreement No. 15, dated December 30, 1998, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

17.Supplemental Lease Agreement No. 16, dated August 26, 1998, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

18.Supplemental Lease Agreement No. 17 & 17A, dated October 14, 1999 & January 4, 2000, respectively, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

19.Supplemental Lease Agreement No. 18,dated November 8, 1999, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

iv

20.Supplemental Lease Agreement No. 19, dated March 2, 2000, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

21.Settlement Agreement, dated March 31, 2000, by and between Hub Realty College Park I, LLC and the General Services Administration.

22.Supplemental Lease Agreement No. 20, dated April 4, 2001, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

23.Supplemental Lease Agreement No. 21, effective February 15, 2002, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

24.Supplemental Lease Agreement No. 22, dated July 8, 2002, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

25.Supplemental Lease Agreement No. 23, dated February 5, 2003, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”). Not executed by Landlord

26.Supplemental Lease Agreement No. 24, dated June 8, 2003, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”). Note: Signed by Lessee only

27.Supplemental Lease Agreement No. 25 & 25 (Revised), dated June 18, 2003 & July 20, 2004, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”). Note: Signed by Lessee only

28.Supplemental Lease Agreement No. 26 & No. 26 (Revised), dated January 23, 2004 & July 21, 2004, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”). Note: Signed by Lessee only

29.Memorandum of Understanding Agreement, dated May 19, 2003, between REIT Management & Research LLC (RMR) and the United States Department of Agriculture (USDA) Animal And Plant Health Inspection Services (APHIS) Re: management of secure rooms

v

30.Supplemental Lease Agreement No. 27, dated March 8, 2004, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

31.Lease Renewal Notice Letter, dated July 20, 2004, from Lisa Richmond, Contracting Officer, DC Servicing Center, GSA to Hub Acquisition Trust.  Ten year renewal; expiring 2/13/2015.

32.Supplemental Lease Agreement No. 28, dated January 11, 2005, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

33.Letter, dated March 18, 2005, from Jennifer B. Clark, HRPT Properties Trust to Earl L. Segal.  Esq., Akin Gump Strauss Hauer & Feld LLP.                       Re: Alternative Purchase Price

34.Supplemental Lease Agreement No. 29, dated June 2, 2005, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

35.Supplemental Lease Agreement No. 30, dated June 2, 2005, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

36.Letter, dated July 25, 2005, from Timothy C. Hutchens, CBRE to Tom Cicotello, REIT Management & Research LLC. Re: Renewal Option Increase

37.Supplemental Lease Agreement No. 30 (misnamed should be SLA No. 31), dated December 23, 2005, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

38.Supplemental Lease Agreement No. 32, dated March 24, 2006, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”). Note: Signed by Lessee only

39.Supplemental Lease Agreement No. 33, dated March 8, 2007, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”). Note: Signed by Lessee only

40.Supplemental Lease Agreement No. 34 (LMD30138), dated July 1, 2009, by and between Hub Acquisition Trust

vi

(“Owner/Lessor”) and the United States of America (“Government/Lessee”).

41.Supplemental Lease Agreement No. 35 (LMD30138), dated July 1, 2009, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

42.Supplemental Lease Agreement No. 36 (LMD30138), dated September 9, 2009, by and between Hub Acquisition Trust (“Owner/Lessor”) and the United States of America (“Government/Lessee”).

vii

SCHEDULE C

Form of Deed

[See attached copy.]

31468 185                  [ILLEGIBLE]

TAX ID NUMBERS: 13-3269586 AND 13-1440379

AFTER RECORDATION, PLEASE RETURN TO: Chicago Title Insurance Company 2000 M Street, N.W., Suite 610 Washington, DC 20036 Attn: R. Eric Taylor, Esq. [ILLEGIBLE]

SPECIAL WARRANTY DEED

THIS SPECIAL WARRANTY DEED, made and entered into as of this 26 day of February 2010, by ACP/3300 75th AVENUE ASSOCIATES LLC, a Delaware limited liability company, having an address at 2350 Corporate Park Drive, Suite 110, Herndon, Virginia 20171, and qualified to do business in the State of Maryland (“Grantor”), to 3300 75th AVENUE LLC, a Delaware limited liability company, having an address at 400 Centre Street, Newton, Massachusetts 02458 (“Grantee”).

W I T N E S S E T H:

That for and in consideration of the sum of FORTY-THREE MILLION SIX HUNDRED FIFTY THOUSAND and 00/l00ths U.S. DOLLARS ($43,650,000.00), receipt of which is hereby acknowledged, Grantor does hereby grant, bargain and sell, convey, transfer and confirm, unto Grantee, its successors and assigns, fee simple absolute title to all of those parcels of land situate, lying and being in the County of Prince George’s, State of Maryland, being more particularly described in Exhibit A attached hereto and by this reference made a part hereof.

TOGETHER with all improvements thereupon and all and singular the tenements, hereditaments, rights-of-way, easements privileges, appurtenances, advantages and interests in leases to the same belonging or in any way appertaining; and

TOGETHER WITH all right, title and interest of Grantor in and to the land lying in the bed of any street, road or avenue, opened or proposed, in front of, abutting or adjoining the above-described real estate.

THIS CONVEYANCE is made and accepted subject to and with the benefit of [ILLEGIBLE]conditions and restrictions of record and affecting the above-described real estate.

TO HAVE AND TO HOLD the said described land and premises unto and [ILLEGIBLE] theuse of Grantee, its successors and assigns, in fee simple absolute.

AND said Grantor covenants that it will warrant specially the premises hereby granted and conveyed; that it has done no act to encumber the said land; and that it will execute such further assurances of the said land as may be requisite.

AND GRANTEE, by its acceptance hereof, hereby assumes payment of all ad valorem real estate taxes attributable to the Property from and after the date hereof.

Grantor hereby certifies, under penalties of perjury, that the consideration paid or to be paid for this conveyance is $43,650,000.00.

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31468 186

IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be executed under seal as of the day and year first above written.

	ACP/3300 75th AVENUE ASSOCIATES LLC,
	a Delaware limited liability company
	By:	ACP/Bay Mid-Atlantic Investment Fund I LLC,
		a Delaware limited liability company,
		its Sole Member
		By:	ACP/Bay Mid-Atlantic I LLC,
			a Delaware limited liability company,
			its Manager
WITNESS:			By:	ACP/Bay Mid-Atlantic I Manager LLC,
				a Delaware limited liability company,
				its Manager
/s/ [ILLEGIBLE]				By:	/s/ Douglas E. Fleit	(Seal)
Name:					Douglas E. Fleit
					Manager
COMMONWEALTH OF VIRGINIA		)
		)	ss:
COUNTY OF FAIRFAX		)

BEFORE ME, a Notary Public in and for the jurisdiction aforesaid, personally appeared this date Douglas E. Fleit, personally well known (or satisfactorily proven) to me to be the person whose name is subscribed to the foregoing and annexed Instrument, who, being by me first duly sworn, did depose and state that he is a Manager of ACP/Bay Mid-Atlantic I Manager LLC, which is the Manager of ACP/Bay Mid-Atlantic I LLC, which is the Manager of ACP/Bay Mid-Atlantic Investment Fund I LLC, which is the Sole Member of ACP/3300 75th AVENUE ASSOCIATES LLC, a Delaware limited liability company, which entity is a party to the foregoing and annexed Instrument; that the consideration recited in the foregoing and annexed Instrument is true and bona fide as set forth therein; and that he, being duly authorized so to do, executed said Instrument on behalf of said entity and acknowledged the same as its free act and deed for the uses and purposes therein contained.

WITNESS my hand and official seal this 26 day of February 2010.

	/s/ [ILLEGIBLE]
	Notary Public [ILLEGIBLE]
[ Notarial Seal ]	My Commission Expires:	My Commission Expires October 31, 2011

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31468 187

ATTORNEY CERTIFICATION

This is to certify that the within instrument was prepared by or under the supervision of the undersigned, an attorney duly admitted to practice before the Court of Appeals of Maryland.

/s/ Robert L. Gorham

Name: Robert L. Gorham

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31468 188

EXHIBIT A

PROPERTY DESCRIPTION

All that certain lot or parcel of land situate and lying in the 13th District of Prince George’s County, Maryland, and being more particularly described as follows:

Parcel “0-9” as shown on plat of subdivision entitled “Parcels ‘0-8’ and ‘0-9’, (Being a resubdivision of Parcels ‘0-5’ and ‘0-6’, Ardwick Industrial District) Ardwick Industrial District” recorded in Plat Book VJ188 at Plat No. 3 among the Land Records of Prince George’s County, Maryland, containing 8.9005 acres, more or less.

Tax ID Number 13-3269586

AND

All that certain lot or parcel of land situate and lying in the 13th District of Prince George’s County, Maryland, and being more particularly described as follows:

Parcel “0-7” in a subdivision known as “Parcels ‘0-5’, ‘0-6’ and ‘0-7’ (Being a resubdivision of Parcel ‘0-2’, Ardwick Industrial District and Parcels ‘C’ and ‘D’, Landover Gardens) Ardwick Industrial District”, as per plat thereof recorded in Plat Book NLP 133 at Plat No. 100 among the Land Records of Prince George’s County, Maryland.

Tax ID Number 13-1440379

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Holland & Knight LLP

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EX-99.1

Exhibit 99.1

400 Centre Street, Newton, MA 02458-2076 tel: (617) 332-3990  fax: (617) 332-2261

FOR IMMEDIATE RELEASE

Contacts:

Timothy A. Bonang, Vice President, Investor Relations, or

Carlynn Finn, Manager, Investor Relations

(617) 796-8222

www.hrpreit.com

HRPT Properties Trust Announces Name Change, Reverse Stock Split,

Dividend Increase and Sales of $231 Million of Properties

Newton, MA (June 15, 2010): HRPT Properties Trust (NYSE: HRP) today announced the following corporate actions:

Name Change:

Effective July 1, 2010, HRP will change its name to “CommonWealth REIT”.  On and after that date, the common shares of HRP will be traded on the New York Stock Exchange, or NYSE, under a new symbol “CWH”.

When it completed its initial public offering in 1986, HRP was known as “Health and Rehabilitation Properties Trust” and it primarily owned healthcare rehabilitation facilities.  In 1994, HRP expanded its investment focus to include various senior housing facilities, and its name was changed to “Health and Retirement Properties Trust”.  In 1998, HRP changed its investment focus to include commercial office properties, and the present name of “HRPT Properties Trust” was adopted.  Today, HRP is primarily invested in office and industrial properties and no longer makes investments in healthcare properties.  The Board of Trustees determined that adopting the new name “CommonWealth REIT” may be an appropriate way to avoid any lingering confusion that the company may be a healthcare focused real estate investment trust, or REIT.

As of March 31, 2010, HRP owned 518 properties with approximately 66.8 million square feet in over 60 markets in 34 states and Washington, DC, representing total investments of $6.6 billion.  For the three months ended March 31, 2010, 41.0% of the company’s property net operating income (“NOI”) came from suburban office properties, 37.3% of NOI came from central business district, or CBD, office properties and 21.7% of NOI came from industrial and other property investments.

A Maryland Real Estate Investment Trust with transferable shares of beneficial interest listed on the New York Stock Exchange.  No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust.

Reverse Share Split:

HRP also announced that its Board has determined to implement a common share combination by which the number of its common shares outstanding will be reduced by three quarters: for every four existing common shares owned, shareholders will receive one new common share.  Fractional shares will be issued where appropriate.

At the company’s shareholders’ 2009 annual meeting, shareholders voted to amend HRP’s declaration of trust to permit the Board to implement a share combination in the discretion of the Board.  After studying this matter, the Board has concluded that a one for four share combination is desirable because it may reduce the transaction costs for shareholders who pay brokerage commissions on the basis of the number of shares traded.

The share combination will be effective on July 1, 2010.  On and after that date, shares traded on the NYSE will be the new combined shares and will trade under the new symbol “CWH”.

Dividend Increase:

HRP currently pays a regular quarterly dividend of $0.12/share ($0.48/share per year).  After the reverse share split, HRP currently expects to pay a regular quarterly dividend of $0.50/share ($2.00/share per year).

The next regular quarterly dividend of $0.50/share with respect to HRP’s performance during the quarter ended June 30, 2010 is expected to be declared during July 2010.  That dividend will be paid to shareholders of record on a later date to be announced when the dividend is declared.

Property Sales:

HRP has agreed to sell 15 properties to Government Properties Income Trust (NYSE: GOV) for $231 million.  All of these properties are majority leased to government tenants.

The sales of properties announced today are expected to be completed in phases between today and March 31, 2011.  When all of these sales are completed, HRP expects to recognize net capital gains totaling approximately $20 million (which amount does not include additional capital gains of approximately $10 million which are deferred under generally accepted accounting principles, or GAAP, because of HRP’s share ownership of GOV).  Also, the cash NOI which HRP currently receives from these properties is about $19.7 million (excluding straight line rents which are recognized under GAAP), and the sales prices represent an approximately 8.5% capitalization rate of that cash NOI.

GOV was formerly a 100% owned subsidiary of HRP that is now a separately traded REIT.  All of the properties to be sold to GOV were properties for which HRP had previously granted GOV rights of first refusal in the event that HRP determined to offer the properties for sale.  After the sales of these properties, the U.S. Government will continue to be a large tenant for HRP.  Also, HRP currently owns 9,950,000 common shares of GOV representing approximately 31.8% of GOV’s total common shares outstanding.  In combination, HRP’s direct

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rental income from the U.S. Government and HRP’s pro rata share of GOV’s rental income from the U.S. Government will be approximately 5.8% of HRP’s combined direct rental income and its pro rata share of all GOV’s rental income.

Each of HRP and GOV are managed by Reit Management & Research LLC (“RMR”).  Accordingly, the sales announced today have been negotiated by special committees of the Boards of HRP and GOV composed solely of Independent Trustees who are not also Trustees of the counterparty.  Also, the agreed sales prices are within the ranges of market values determined by an independent third party appraiser.

Information for Common and Preferred Shareholders:

Common shareholders who hold in “street name” in their brokerage accounts do not have to take any action as a result of the name change or the share combination announced today.  Their accounts will be automatically adjusted to reflect the new company name and the number of shares owned.

Common shareholders who own their shares in electronically recorded registered form will have their accounts automatically adjusted by the transfer agent, Wells Fargo Shareowner Services, and their changed account information will be shown on their next account statement.

A letter relating to the name change and reverse split will be sent to record holders of certificates of common shares after these actions become effective.  Certificated common share record holders should follow the instructions in that letter to elect to have their ownership recorded electronically in registered form or to have new share certificates issued.

Outstanding preferred shares will not be affected by the name change or the reverse split announced today, except as follows:

·HRP’s Class B Preferred Shares which currently trade under the symbol “HRP-PB” will trade under the symbol “CWH-PB” effective on July 1, 2010.

·HRP’s Class C Preferred Shares which currently trade under the symbol “HRP-PC” will trade under the symbol “CWH-PC” effective on July 1, 2010.

·HRP’s Class D Convertible Preferred Shares which currently trade under the symbol “HRP-PD” will trade under the symbol “CWH-PD” effective on July 1, 2010.  Also, the number of common shares into which each Class D Convertible Preferred Shares is convertible will be adjusted pro rata for the common share combination announced above; one Class D Convertible Preferred Share will become convertible into 0.4808 common shares of CommonWealth REIT effective on July 1, 2010.

Preferred shareholders who own their preferred shares in “street name” in their brokerage account do not need to take any action.  Their accounts will be automatically adjusted to reflect the new name.

Preferred shareholders who own their preferred shares in electronically recorded registered form will have their accounts automatically adjusted to reflect the new name of CommonWealth REIT by the transfer agent, U.S. Bank National Association.

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A letter relating to the name change and reverse split will be sent to record holders of certificates of preferred shares after those actions become effective.  Certificated record holders of preferred shares should follow instructions in that letter to elect to have their preferred share ownership recorded electronically in registered form or to have new share certificates issued.

Please note:  HRP’s bylaws currently provide and CommonWealth REIT’s bylaws will continue to provide that shareholders who desire to make proposals or nominations of persons to serve as trustees must present copies of their certificates at the time they make such proposals or nominations.  Accordingly, shareholders who intend to present proposals or nominations should request share certificates of CommonWealth REIT.

WARNING REGARDING FORWARD LOOKING STATEMENTS

THE FOREGOING PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS.  THESE FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE BASED UPON HRP’S PRESENT BELIEFS AND EXPECTATIONS, BUT THEY ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS WHICH ARE BEYOND HRP’S CONTROL.  FOR EXAMPLE:

·THIS PRESS RELEASE STATES THAT THE NEW NAME “COMMONWEALTH REIT”  MAY BE AN APPROPRIATE WAY TO AVOID ANY LINGERING CONFUSION THAT THE COMPANY MAY BE A HEALTHCARE FOCUSED REIT. HOWEVER, THIS NAME CHANGE ITSELF MAY CAUSE SOME CONFUSION IN THE MARKET FOR THE COMPANY’S SECURITIES.  ALSO, THE IMPLEMENTATION OF THIS NAME CHANGE WILL CAUSE THE COMPANY TO INCUR COSTS TO PRINT AND DISTRIBUTE NEW SHARE CERTIFICATES AND OTHERWISE.  ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THIS NAME CHANGE WILL BENEFIT SHAREHOLDERS.

·THIS PRESS RELEASE STATES THAT HRP SHAREHOLDERS VOTED TO AMEND HRP’S DECLARATION OF TRUST TO PERMIT THE BOARD OF TRUSTEES TO IMPLEMENT A SHARE COMBINATION AND THAT THE ONE FOR FOUR SHARE COMBINATION MAY REDUCE THE TRANSACTION COSTS FOR SHAREHOLDERS WHO PAY BROKERAGE COMMISSIONS ON THE BASIS OF THE NUMBER OF SHARES TRADED.  AN IMPLICATION OF THESE STATEMENTS MAY BE THAT THE SHARE COMBINATION WILL BENEFIT SHAREHOLDERS.  IN FACT, COMBINATIONS OF PUBLICLY TRADED SHARES INTO A LESSER NUMBER OF SHARES HISTORICALLY HAVE OFTEN RESULTED IN MARKET PRICES WHICH ARE LESS THAN THE HISTORICAL AGGREGATE MARKET PRICES OF THE COMBINING SHARES.  HRP CAN PROVIDE NO ASSURANCE THAT THE MARKET PRICE OF ITS COMBINED SHARES WILL EQUAL AT LEAST FOUR TIMES THE PRICE OF ITS SHARES BEFORE THE COMBINATION OR THAT THE SHARE COMBINATION WILL BENEFIT SHAREHOLDERS.

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·THIS PRESS RELEASE STATES THAT HRP CURRENTLY EXPECTS TO PAY A REGULAR QUARTERLY DIVIDEND OF $0.50/SHARE BEGINNING WITH THE DIVIDEND TO BE DECLARED IN JULY 2010.  DIVIDENDS ARE DECLARED BY THE BOARD OF TRUSTEES IN ITS DISCRETION. AMONG THE FACTORS CONSIDERED BY THE BOARD IN SETTING DIVIDENDS ARE: HISTORICAL AND EXPECTED EARNINGS, FUNDS FROM OPERATIONS AND CASH AVAILABLE FOR DISTRIBUTION; EXPECTED CASH NEEDS AND FUNDING SOURCES; TAX LAW REQUIREMENTS TO RETAIN REIT STATUS; COVENANTS IN DEBT AGREEMENTS AND PREFERRED SHARE INDENTURES; AND VARIOUS OTHER FACTORS, INCLUDING SOME BEYOND HRP’S CONTROL, SUCH AS MARKET CONDITIONS.  IN THE PAST, HRP’S DIVIDEND HAS BEEN REDUCED.  THE RATE AT WHICH FUTURE DIVIDENDS MAY BE PAID IS NOT ASSURED.  FUTURE DIVIDENDS MAY BE PAID AT REDUCED RATES OR EVEN ELIMINATED.

·THIS PRESS RELEASE STATES THAT HRP HAS AGREED TO SELL 15 PROPERTIES TO GOV FOR $231 MILLION.  THESE SALES ARE SUBJECT TO VARIOUS CONTRACTUAL CONTINGENCIES TYPICAL OF LARGE COMMERCIAL PROPERTY TRANSACTIONS.  THESE CONTINGENCIES MAY RESULT IN CANCELLATION OF SOME OR ALL OF THESE SALES OR PRICE ADJUSTMENTS.

·THIS PRESS RELEASE STATES THAT THE SALES OF PROPERTIES TO GOV ARE EXPECTED TO BE COMPLETED IN PHASES BETWEEN TODAY AND MARCH 31, 2011.  BECAUSE THE SALE OF EACH PROPERTY IS SUBJECT TO VARIOUS CONTINGENCIES, SOME OF THESE SALES MAY BE ACCELERATED, SOME MAY BE DELAYED BEYOND MARCH 31, 2011 AND SOME MAY NOT OCCUR.

·THIS PRESS RELEASE STATES THAT HRP EXPECTS THAT IT WILL RECOGNIZE NET CAPITAL GAINS OF APPROXIMATELY $20 MILLION WHEN THE SALES OF ALL 15 PROPERTIES TO GOV ARE COMPLETED.  THE SALES OF PROPERTIES TO GOV ARE EXPECTED TO BE COMPLETED IN PHASES.  HRP MAY RECOGNIZE NO CAPITAL GAINS OR CAPITAL LOSSES AT THE TIME CERTAIN OF THESE SALES ARE COMPLETED.  ALSO, AS NOTED ABOVE, EACH OF THESE TRANSACTIONS IS SUBJECT TO CONTINGENCIES AND SOME SALES MAY NOT OCCUR.  ACCORDINGLY, IT IS POSSIBLE THAT THE NET CAPITAL GAINS RECOGNIZED BY HRP WHEN THE SALES OF THESE PROPERTIES ARE COMPLETED OR CANCELLED MAY BE MORE OR LESS THAN $20 MILLION OR EVEN THAT HRP WILL RECOGNIZE A NET CAPITAL LOSS.

·THIS PRESS RELEASE STATES THAT HRP’S AGREEMENTS TO SELL PROPERTIES TO GOV WERE NEGOTIATED BY SPECIAL COMMITTEES OF THE BOARDS OF HRP AND GOV COMPOSED SOLELY OF INDEPENDENT TRUSTEES WHO ARE NOT ALSO TRUSTEES OF THE COUNTERPARTY

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AND THAT THE SALES PRICES ARE WITHIN THE RANGES OF MARKET VALUES DETERMINED BY AN INDEPENDENT THIRD PARTY APPRAISER.  AN IMPLICATION OF THESE STATEMENTS MAY BE THAT THESE SALES ARE ARMS LENGTH TRANSACTIONS.  IN FACT, BOTH HRP AND GOV ARE MANAGED BY RMR AND HAVE COMMON MANAGING TRUSTEES.  ACCORDINGLY, THIRD PARTIES SEEKING TO CONTEST THESE SALES MAY ALLEGE THAT THEY ARE NOT EQUIVALENT TO ARMS LENGTH TRANSACTIONS AND THE SALES PRICES MAY BE DIFFERENT THAN THE PRICES WHICH COULD HAVE BEEN ACHIEVED IN ARMS LENGTH TRANSACTIONS WHICH WERE FULLY MARKETED.  FOR MORE INFORMATION ABOUT THE RELATIONSHIPS AMONG HRP, GOV AND RMR AND THE RISKS WHICH ARISE FROM THESE RELATIONSHIPS, SEE HRP’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009 (THE “ANNUAL REPORT”) AND ITS OTHER FILINGS MADE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), AND IN PARTICULAR THE SECTION CAPTIONED “RISK FACTORS” IN THE ANNUAL REPORT, THE SECTION CAPTIONED “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS — RELATED PERSON TRANSACTIONS” IN THE ANNUAL REPORT AND THE SECTION CAPTIONED “RELATED PERSON TRANSACTIONS AND COMPANY REVIEW OF SUCH TRANSACTIONS” IN THE HRP PROXY STATEMENT DATED FEBRUARY 23, 2010 RELATED TO ITS 2010 ANNUAL SHAREHOLDERS MEETING.  ALL OF THESE DOCUMENTS ARE AVAILABLE AT THE SEC WEBSITE AT WWW.SEC.GOV AND ON HRP’S WEBSITE AT WWW.HRPREIT.COM.

FOR THESE AND OTHER REASONS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE.

BY MAKING FORWARD LOOKING STATEMENTS HRP (A/K/A COMMONWEALTH REIT) DOES NOT INTEND TO IMPLY THAT IT IS UNDERTAKING TO PROVIDE UPDATES AS A RESULT OF CHANGED CIRCUMSTANCES OR NEW INFORMATION, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW.

(END)

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