8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): September 23, 2011 (September 20, 2011)

COMMONWEALTH REIT

(Exact Name of Registrant as Specified in Its Charter)

Maryland	1-9317	04-6558834
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634

(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.

On September 20, 2011, CommonWealth REIT, or we, our or us, entered into a series of 13 agreements, or the Purchase Agreements, for the sale of 13 suburban properties for sale prices aggregating $167 million, payable in cash.  The properties to be sold include approximately 1.3 million square feet in the aggregate, are located in eight states and currently are 95% occupied on a combined basis.

The sales under the individual Purchase Agreements are expected to be completed before year end 2011.  The sales are subject to various closing conditions and contingencies typical of large commercial real estate transactions.  As a result, some or all of these sales may be delayed or may not occur.

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 10.13 to this Current Report and incorporated herein by reference.

The 13 properties are to be purchased by, and the other party to the Purchase Agreements is, Senior Housing Properties Trust, or SNH.  SNH was a 100% owned subsidiary of ours until SNH’s common shares were spun off to our shareholders in 1999.  As a result of agreements entered into by us, SNH and others in connection with the spin off and subsequently, SNH acquired a right of first refusal to purchase from us and our subsidiaries certain properties (approximately 4.6 million square feet) leased by us principally to tenants in medical related businesses,  including certain of the properties that are subject to the Purchase Agreements.  Upon the conclusion of the sales under the individual Purchase Agreements, substantially all of the properties subject to SNH’s right of first refusal will have been purchased by SNH, and we and SNH have agreed to terminate the existing right of first refusal.

Reit Management & Research LLC, or RMR, provides management services to both us and SNH. One of our Managing Trustees, Barry M. Portnoy, is Chairman and majority beneficial owner of RMR.  Adam D. Portnoy, our other Managing Trustee, is Mr. Barry Portnoy’s son, and he beneficially owns the remainder of RMR and is a director, President and Chief Executive Officer of RMR.  Messrs. Barry Portnoy and Adam Portnoy also serve as Managing Trustees of SNH, and Frederick N. Zeytoonjian serves as an Independent Trustee of us and of SNH.  Each of our and SNH’s executive officers are also officers of RMR.  Our Independent Trustees also serve as directors or trustees of other public companies to which RMR provides management services; Mr. Barry Portnoy serves as a managing director or trustee of those companies, and Mr. Adam Portnoy serves as a managing trustee of some of those companies.  SNH also owns 250,000 of our common shares.  The terms of the sales of the 13 properties were negotiated by special committees of each of our and SNH’s Boards of Trustees composed solely of independent trustees who are not also trustees of the other party, and we and SNH were represented by separate counsel.  Also, the sale prices for the properties to be sold were established by reference to an appraisal by a nationally recognized real estate appraisal firm.

We currently own approximately 14.29% 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 SNH.  All of our Trustees and all of the trustees and directors of the other publicly held AIC shareholders currently serve on the board of directors of AIC.  In 2010, AIC designed a combination property insurance program for us and other AIC shareholders in which AIC participated as a reinsurer.  That program was modified and extended in 2011.

For more information about the relationships among us, our Trustees and executive officers, RMR, SNH, AIC and other companies to which RMR provides management services, and about the risks which may arise from these relationships, please refer to our filings with the Securities and Exchange Commission, or the SEC, including our Annual Report on Form 10-K filed for the year ended December 31, 2010, or our Annual Report (including the sections captioned “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related Person Transactions”), our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011, or our Quarterly Report (including the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related Person Transactions”) and our Proxy Statement dated February 25, 2011 relating to our 2011 Annual Shareholders Meeting, or our Proxy Statement (including the information regarding our Trustees and executive officers and the section captioned “Related Person Transactions and Company Review of Such Transactions”).  Our filings with the SEC, including our Annual Report, our Quarterly Report and our Proxy Statement, are available at the SEC’s website: www.sec.gov.

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WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS CURRENT REPORT CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS.  WHENEVER WE USE WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE”, OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS.  THESE FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR.  OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS, INCLUDING SOME THAT ARE BEYOND OUR CONTROL.  FOR EXAMPLE:

·THIS CURRENT REPORT STATES THAT WE HAVE AGREED TO SELL 13 SUBURBAN PROPERTIES FOR $167 MILLION AND THAT THESE SALES ARE EXPECTED TO BE COMPLETED BEFORE YEAR END 2011.  OUR OBLIGATIONS TO COMPLETE THESE SALES ARE SUBJECT TO VARIOUS CONDITIONS TYPICAL OF LARGE, COMMERCIAL REAL ESTATE TRANSACTIONS.  IN THE EVENT THESE CONDITIONS ARE NOT SATISFIED, SOME OF THESE SALES MAY BE DELAYED OR MAY NOT OCCUR.

·THIS CURRENT REPORT STATES THAT THE SALE PRICES TO BE PAID BY SNH WERE ESTABLISHED BY REFERENCE TO AN APPRAISAL REPORT AND THAT THE SALES TERMS WERE NEGOTIATED BY SPECIAL COMMITTEES OF INDEPENDENT TRUSTEES OF EACH OF US AND SNH REPRESENTED BY SEPARATE COUNSEL.  AN IMPLICATION OF THESE STATEMENTS MAY BE THAT THE SALE PRICES AND OTHER TERMS OF THESE TRANSACTIONS ARE AS FAVORABLE TO US AS THOSE IN FULLY MARKETED ARM’S LENGTH TRANSACTIONS.  WE AND SNH ARE BOTH MANAGED BY RMR AND HAVE COMMON TRUSTEES AND OTHER RELATIONSHIPS.  ACCORDINGLY, WE AND SNH MAY BE CONSIDERED TO BE RELATED PARTIES AND THERE CAN BE NO ASSURANCE THAT THE SALE PRICES AND OTHER TERMS OF THE TRANSACTIONS ARE THE SAME OR AS FAVORABLE TO US AS WOULD HAVE BEEN OBTAINED IN FULLY MARKETED ARM’S LENGTH TRANSACTIONS BETWEEN UNRELATED PARTIES.

THE INFORMATION CONTAINED IN OUR FILINGS WITH THE SEC, INCLUDING UNDER THE CAPTION “RISK FACTORS” IN OUR ANNUAL REPORT, OR INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN OUR FORWARD LOOKING STATEMENTS.  OUR FILINGS WITH THE SEC ARE AVAILABLE AT THE SEC WEBSITE, WWW.SEC.GOV.

YOU SHOULD NOT PLACE UNDUE RELIANCE UPON OUR FORWARD LOOKING STATEMENTS.

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

Item 8.01.  Other Events.

On September 21, 2011, we issued a press release announcing that we had entered the Purchase Agreements, which Purchase Agreements are further described in Item 1.01 of this Current Report.  A copy of that press release is filed as Exhibit 99.1 to this Current Report.

Item 9.01.  Financial Statements and Exhibits.

(d)                   Exhibits.

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10.1	Purchase and Sale Agreement, dated as of September 20, 2011, between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 3043 Walton Road, Plymouth Meeting, PA).
10.2	Purchase and Sale Agreement, dated as of September 20, 2011, between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 2200 County Road C West, Roseville, MN).
10.3	Purchase and Sale Agreement, dated as of September 20, 2011, between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 200 Old County Road, Mineola, NY).
10.4	Purchase and Sale Agreement, dated as of September 20, 2011, between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 5823 Wildwaters Parkway, Dewitt, NY).
10.5	Purchase and Sale Agreement, dated as of September 20, 2011, between Hub Mid-West LLC, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 1615 Lakeside Drive, Waukegan, IL).
10.6	Purchase and Sale Agreement, dated as of September 20, 2011, between Hub Mid-West LLC, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 1675 Lakeside Drive, Waukegan, IL).
10.7	Purchase and Sale Agreement, dated as of September 20, 2011, between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 47900 Bayside Parkway, Fremont, CA).
10.8	Purchase and Sale Agreement, dated as of September 20, 2011, between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 47211/47215 Lakeview Boulevard, Freemont, CA).
10.9	Purchase and Sale Agreement, dated as of September 20, 2011, between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 7909 Parklane Road, Columbia, SC).
10.10	Purchase and Sale Agreement, dated as of September 20, 2011, between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 47201 Lakeview Boulevard, Freemont, CA).
10.11	Purchase and Sale Agreement, dated as of September 20, 2011, between CW Nom LLC, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 5370 Naiman Parkway, Solon, OH).
10.12	Purchase and Sale Agreement, dated as of September 20, 2011, between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 11209-11211 N. Tatum Boulevard, Phoenix, AZ).
10.13	Purchase and Sale Agreement, dated as of September 20, 2011, between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 475 Virginia Drive, Ft Washington, PA).

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99.1 Press Release, dated September 21, 2011.

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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 thereunto duly authorized.

COMMONWEALTH REIT
By:	/s/ John C. Popeo
Name:		John C. Popeo
Title:		Treasurer and Chief Financial Officer
Date:		September 23, 2011

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EX-10.1

Exhibit 10.1

3043 Walton Road
Plymouth Meeting, PA

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

September 20, 2011

3043 Walton Road
Plymouth Meeting, PA

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	3
3.1	Title	3
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	6
5.3	Other Conditions	6
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	7
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	10
7.2	Action of the Purchaser	10
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	11
8.1	Approval of Agreements	11
8.2	Operation of Property	11
8.3	Compliance with Laws, Etc.	11
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12

9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	17
12.1	Allocation of Liability	17
12.2	Brokers	18
12.3	Publicity	18
12.4	Notices	18
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	20
12.7	Severability	20
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	21
12.10	Section and Other Headings	21
12.11	Time of Essence	21
12.12	Governing Law	21
12.13	Arbitration	21
12.14	Like Kind Exchange	25
12.15	Recording	25
12.16	Non-liability of Trustees of Seller	25
12.17	Non-liability of Trustees of Purchaser	25
12.18	Waiver and Further Assurances	26

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3043 Walton Road
Plymouth Meeting, PA

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of September 20, 2011, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES 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 Eleven Million Four Hundred Fifty-Six Thousand Two Hundred Dollars ($11,456,200).

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.

2.1Purchase 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 December 31, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3Purchase Price.

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

(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.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an

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“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 (5th) 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 examinations, surveys, environmental assessments, building

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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 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;

(c)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);

(d)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;

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

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

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(g)        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’S 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 have delivered 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

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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.  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.  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

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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 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

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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 one (1) year, 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 one (1) year 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 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 limited by bankruptcy, insolvency, reorganization, moratorium or

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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 one (1) year, 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 one (1) year 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.

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

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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.

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

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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 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

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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 allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and 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 any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)        Amounts payable after the date hereof on account of capital expenditures under the 2011 capital expenditure budget previously prepared by the Seller (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(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

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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).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  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 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

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percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)         Except as otherwise set forth in this Section 9.2, 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 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 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 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

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(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 material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), 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 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

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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 or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, 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 Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all

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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 CommonWealth REIT
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts  02458-1632
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

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

if to the Purchaser, to:

Senior Housing Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts  02458-1632
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

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 successors 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

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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 12.14, 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

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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 Complete Agreement, 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       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.

12.11       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.

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

12.13       Arbitration.

(a)         Any disputes, claims or controversies between the Seller and the Purchaser (i) arising out of or relating to this Agreement, or (ii) brought by or on behalf of any shareholder of  the Seller or the Purchaser (which, for purposes of this Section 12.13, shall mean any shareholder of record or any beneficial owner of shares of the Seller or the Purchaser, or any former shareholder of record or

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beneficial owner of shares of the Seller or the Purchaser), either on his, her or its own behalf, on behalf of the Seller or the Purchaser or on behalf of any series or class of shares of the Seller or the Purchaser or shareholders of the Seller or the Purchaser against the Seller or the Purchaser or any trustee, director, officer, manager (including Reit Management & Research LLC or its successor), agent or employee of the Seller or the Purchaser, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration agreement, the declaration of trust, limited liability company agreement, partnership agreement or analogous governing instruments, as applicable, of the Purchaser or the Seller, or the bylaws of the Purchaser or the Seller (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 12.13.  For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, directors, officers or managers of the Seller or the Purchaser and class actions by a shareholder against those individuals or entities and the Seller or the Purchaser.  For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

(b)        There shall be three arbitrators.  If there are only two parties to the Dispute (with, for purposes of this Section 12.13, any and all parties involved in the Dispute and owned by the same ultimate parent entity treated as one party), each party shall select one arbitrator within 15 days after receipt of a demand for arbitration.  Each party shall be entitled to appoint as its party appointed arbitrator an affiliated or interested person of such party.  If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator within 15 days after receipt of a demand for arbitration.  The respondents, on the one hand, and the claimants, on the other hand, shall each be entitled to appoint as its party appointed arbitrator an affiliated or

22

interested person of such party.  If either a claimant (or all claimants) or a respondent (or all respondents) fails to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request the AAA to provide a list of three proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten days from the date the AAA provides such list to select one of the three arbitrators proposed by AAA.  If such party (or parties) fails to select such arbitrator by such time, the party (or parties) who has appointed the first arbitrator shall then have ten days to select one of the three arbitrators proposed by AAA to be the second arbitrator; and, if he/they should fail to select such arbitrator by such time, the AAA shall select, within 15 days thereafter, one of the three arbitrators it had proposed as the second arbitrator.  The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 15 days of the appointment of the second arbitrator.  If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

(c)         The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

(d)        There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

(e)         In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts.  Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

(f)         Except to the extent expressly provided by

23

Section 12.2 or as otherwise agreed by the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of the Seller’s or the Purchaser’s award to the claimant or the claimant’s attorneys.  Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

(g)        An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators.  Judgment upon the Award may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

(h)        Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset.  Each party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.

(i)          This Section 12.13 is intended to benefit and be enforceable by the shareholders, trustees, directors, officers, managers (including Reit Management & Research LLC or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights

24

to indemnification or contribution that such individuals or entities may have by contract or otherwise.

12.14       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 or other operative conveyance instrument, 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.

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

12.16       Non-liability of Trustees of Seller.  The Declaration of Trust establishing 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.

12.17       Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments

25

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

12.18       Waiver and Further Assurances.  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.  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.

[Signature page follows.]

26

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 C. Popeo
Name:	John C. Popeo
Its:	Treasurer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
Name:	David J. Hegarty
Its:	President

27

SCHEDULE A

Land

[See attached legal description.]

3043 WALTON ROAD PLYMOUTH MEETING, PA Legal Description ALL THAT CERTAIN tract of land situate in the Township of Plymouth, County of Montgomery, Commonwealth of Pennsylvania, as shown as Tract 1 and Tract 2 on Plan of Survey prepared for Preferred Real Estate Investments, Inc., by Urwiler and Walter, Inc., dated November 29, 1995, last revised January 24, 1996, bounded and described as follows, to wit:- BEGINNING at a point in the centerline of Walton Road (as widened to 40 feet from its centerline), said point being located Southwest 411 feet more or less from the centerline of Township Line Road, said point being in line of lands of Stanley and Mildred Wannop; THENCE (1) extending along said Walton Road centerline South 45 degrees 29 minutes 30 seconds West 255.64 feet to a point in line of lands of Hatfield Township Industrial Development Authority Child Care Centers; THENCE (2) extending along said Hatfield Township Industrial Development Authority Child Care Centers North 41 degrees 57 minutes 40 seconds West 350.35 feet to a point (1” solid pin); THENCE (3) continuing along said lands of Hatfield Township Industrial Development Authority Child Care Centers South 45 degrees 29 minutes 30 seconds West 194.75 feet to a point, said point being in line of lands of United Food and Comm. Workers Local 1357 AFL-CIO W.W. Young, II; THENCE (4) extending along W.W. Young, II, lands and along a 25 foot wide sanitary sewer easement North 41 degrees 49 minutes 40 seconds West 754.18 feet to a point in line of lands of Valley Square Associates; THENCE (5) extending along said Valley Square Associates’ lands and along a 20 foot wide sanitary sewer easement North 46 degrees 05 minutes 30 seconds East 303.16 feet to a point (1/2” rebar), said point being in line of lands of Four Valley Square Associates; THENCE (6) extending along said Four Valley Square Associates’ lands North 45 degrees 38 minutes East 145.32 feet to a point (iron pin found), said point being in line of lands of David E. Albrecht; THENCE (7) continuing along said Albrecht lands and partly along a 20 foot wide sanitary sewer easement, and along lands of Patrick J. and Lisa C. Delaney, Tompkins Rubber Co., other lands of Tompkins Rubber Co., and lands of Stanley and Mildred Wannop South 41 degrees 57 minutes 40 seconds East 1100.91 feet to a point in the centerline of Walton Road aforesaid, said point being the point and place of BEGINNING. BEING COUNTY TAX PARCEL NUMBER - 49-00-12904-00-7 and MONTGOMERY COUNTY COMMISSIONERS REGISTRY 49-00-12904-00-7 PLYMOUTH 3043 WALTON RD WALROAD ASSOCIATES LP B 028 U 110 L 3330 DATE: 01/23/98 DB5216PG0182

Legal Description (continued) BEING AS TO PART (TRACT 1) THE SAME PREMISES WHICH C & D CHARTER POWER SYSTEMS, INC., A DELAWARE CORPORATION, FORMERLY C & D POWER SYSTEMS, INC., A DELAWARE CORPORATION BY DEED DATED JANUARY 26, 1996 AND RECORDED IN THE OFFICE FOR THE RECORDING OF DEEDS IN AND FOR THE COUNTY OF MONTGOMERY, COMMONWEALTH OF PENNSYLVANIA IN DEED BOOK 5140 PAGE 5, GRANTED AND CONVEYED UN WALROAD ASSOCIATES, L.P., ITS SUCCESSORS AND ASSIGNS, IN FEE. BEING AS TO PART (TRACT 2) THE SAME PREMISES WHICH GERTRUDE C. FORD, WIDOW, BY DEED DATED MARCH 29. 1996 AND RECORDED IN THE OFFICE FOR THE RECORDING OF DEEDS IN AND FOR THE COUNTY OF MONTGOMERY, COMMONWEALTH OF PENNSYLVANIA IN DEED BOOK 5145 PAGE 2039, GRANTED AND CONVEYED UNTO WALROAD ASSOCIATES, L.P., ITS SUCCESSORS AND ASSIGNS, IN FEE. BEING PART OF THE SAME PREMISES WHICH WALROAD ASSOCIATES, L.P. BY DEED OF CONSOLIDATION, DATED MAY 22, 1996 AND RECORDED MAY 23, 1996 IN THE OFFICE FOR THE RECORDING OF DEEDS, IN AND FOR THE COUNTY OF MONTGOMERY, COMMONWEALTH OF PENNSYLVANIA IN DEED BOOK 5148 PAGE 2250, GRANTED AND CONVEYED UNTO WALROAD ASSOCIATES, L.P., ITS SUCCESSORS AND ASSIGNS, IN FEE. [SEAL] DB5216PG0183

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

1.Right of Entry Agreement dated November 11, 2008, by and between Hub Properties Trust (“Owner”) and Reliance Globalcom Services, Inc. (“Operator”).

INDEX

Lease

1.Letter Agreement, dated November 11, 2004, from Jennifer B. Clark, Senior Vice President, Hub Properties Trust agreed to by Iris Davis Brownstein, General Counsel and Corporate Secretary, Health Advocate, Inc.

2.Office Lease, dated November 24, 2004, by and between Hub Properties Trust (“Landlord”) and Health Advocate, Inc. (“Tenant”).

3.First Amendment to Office Lease, dated March 15, 2007, by and between Hub Properties Trust (“Landlord”) and Health Advocate, Inc. (“Tenant”).   Re: Expansion and extension of lease

4.Second Amendment to Office Lease,dated January 30, 2008, by and between Hub Properties Trust (“Landlord”) and Health Advocate, Inc. (“Tenant”).

5.Third Amendment to Office Lease, dated May 28, 2009, by and between Hub Properties Trust (“Landlord”) and Health Advocate, Inc. (“Tenant”).   Re: Expansion to Ste. 100

6.Fourth Amendment to Office Lease, dated March 31, 2010, by and between Hub Properties Trust (“Landlord”) and Health Advocate, Inc. (“Tenant”).   Re: Expansion to Ste. 200.

SCHEDULE C

Form of Deed

002369 LAWYERS TITLE INSURANCE CORPORATION Two Penn Center Plaza, Suite 1230 Philadelphia, PA 19102 STATE TAX AFFIDAVIT FILED SPECIAL WARRANTY DEED THIS INDENTURE made as of the 15th day of January, 1998, BETWEEN WALROAD ASSOCIATES, L.P., a Pennsylvania limited partnership having an address at 555 North Lane, Suite 6101, Conshohocken, Pennsylvania 19428 (hereinafter called the “Grantor”), of the one part, and HUB PROPERTIES TRUST, a Maryland real estate investment trust, having an address at 400 Centre Street, Newton, Massachusetts 02158 (hereinafter called the “Grantee”), of the other part. WITNESSETH that the said Grantor for and in consideration of the sum of One Dollar ($1.00) lawful money of the United States of America, unto it well and truly paid by the said Grantee, at or before the sealing and delivery hereof, the receipt whereof is hereby acknowledged, has granted, bargained and sold, released and confirmed, and by these presents does grant, bargain and sell, release and confirm unto the said Grantee, its successors and assigns. ALL THAT certain parcel of land and improvements thereon SITUATE in the Township of Plymouth, County of Montgomery, State of Pennsylvania, as more particularly described on Exhibit “A” attached hereto and made a part hereof. UNDER AND SUBJECT to all easements, rights, reservations and agreements of record. TOGETHER with all and singular the buildings and improvements, ways, streets, alleys, driveways, passages, waters, water-courses, rights, liberties, privileges, hereditaments and appurtenances, whatsoever unto the hereby granted premises belonging, or in any wise appertaining, and the reversions and remainders, rents, issues, and profits thereof; and all the estate, right, title, interest, property, claim and demand whatsoever of it, the said Grantor, as well at law as in equity, of, in, and to the same. TO HAVE AND TO HOLD the said lot or piece of ground described above, with the buildings and improvements thereon erected, hereditaments and premises hereby granted, or mentioned and intended so to be, with the appurtenances, unto the said Grantee, its successors and assigns, to and for the only proper use and behoof of the said Grantee, its successors and assigns forever. UNDER AND SUBJECT as aforesaid. REALTY TRANS TAX PAID STATE 87,300.00 LOCAL 87,300.00 PER DB5216PG0178

AND the said Grantor, for itself and its successors, does covenant, promise and agree, to and with the said Grantee, its successors and assigns, by these presents, that it the said Grantor and its successors, all and singular the hereditaments and premises hereby granted or mentioned and intended so to be, with the appurtenances, unto the said Grantee, its successors and assigns, against it, the said Grantor and its successors, and against all and every person and persons whomsoever lawfully claiming or to claim the same or any part thereof, by, from or under it, them or any of them, shall and will, SUBJECT as aforesaid, WARRANT and forever DEFEND. IN WITNESS WHEREOF, the party of the first part has caused this Indenture to be signed in its name and its behalf by its duly authorized general partner. Dated the day and year first above written. WALROAD ASSOCIATES, L.P., a Pennsylvania limited partnership By: WALROAD DEVELOPERS, L.P., its general partner Attest: By: WALROAD INC., its general partner /s/ MICHAEL FINK MICHAEL FINK, SECRETARY By: /s/ MICHAEL G. O’NEILL Name: MICHAEL G. O’NEILL Title: PRESIDENT [ILLEGIBLE DB5216PG0179

COMMONWEALTH OF PENNSYLVANIA : :ss. COUNTY OF MONTGOMERY: On this the 13th day of January, 1998, before me, a Notary Public for the Commonwealth of Pennsylvania, the undersigned officer, personally appeared Michael G. O’Neill, who acknowledged himself to be the (Vice) President of Walroad, Inc., the general partner of the general partner of the within-named Grantor, and that he, as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of such corporation by himself as Vice President. IN WITNESS WHEREOF, I hereunto set my hand and official seal. Notary Public DB5216PG0180

The address of the above-named Grantee is: HUB PROPERTIES TRUST 400 Centre Street Newton, Massachusetts 02158 On behalf of the Grantee: /s/ THIS DEED REGISTERED AT PLYMOUTH TOWNSHIP DATE 1/21/98 BY DB5216PG0181

[3043 Walton Road] Exhibit A Legal Description ALL THAT CERTAIN tract of land situate in the Township of Plymouth. County of Montgomery Commonwealth of Pennsylvania, as shown as Tract 1 and Tract 2 on Plan of Survey prepared for Preferred Real Estate Investments, Inc., by Urwiler and Walter, Inc., dated November 29, 1995, last revised January 24, 1996, bounded and described as follows, to wit:- BEGINNING at a point in the centerline of Walton Road (as widened to 40 feet from its centerline), said point being located Southwest 411 feet more or less from the centerline of Township Line Road. said point being in line of lands of Stanley and Mildred Wannop; THENCE (1) extending along said Walton Road centerline South 45 degrees 29 minutes 30 seconds West 255.64 feet to a point in line of lands of Hatfield Township Industrial Development Authority Child Care Centers; THENCE (2) extending along said Hatfield Township Industrial Development Authority Child care Centers North 41 degrees 57 minutes 40 seconds West 350.35 feet to a point (1” solid pin); THENCE (3) continuing along said lands of Hatfield Township Industrial Development Authority Child Care Centers South 45 degrees 29 minutes 30 seconds West 194.75 feet to a point, said point being in line of lands of United Food and Comm. Workers Local 1357 AFL-CIO W.W. Young. Lit; THENCE (4) extending along W.W. Young. II, lands and along a 25 foot wide sanitary sewer easement North 41 degrees 49 minutes 40 seconds West 754.18 feet to a point in line of lands of Valley Square Associates; THENCE (5) extending along said Valley Square Associates’ lands and along a 20 foot wide sanitary sewer easement North 46 degrees 05 minutes 30 seconds East 303.16 feet to a point (1/2” rebar). said point being in line of lands of Four Valley Square Associates; THENCE (6) extending along said Four Valley Square Associates’ lands North 45 degrees 38 minutes East 145.32 feet to a point (iron pin found). said point being in line of lands of David E. Albrecht: THENCE (7) continuing along said Albrecht lands and partly along a 20 foot wide sanitary sewer easement, and along lands of Patrick J. and Lisa C. Delaney, Tompkins Rubber Co., other lands of Tompkins Rubber Co., and lands of Stanley and Mildred. Wannop South 41 degrees 57 minutes 40 seconds East 1100.91 feet to a point in the centerline of Walton Road aforesaid, said point being the point and place of BEGINNING. BEING COUNTY TAX PARCEL NUMBER - 49-00-12904-00-7 and MONTGOMERY COUNTY COMMISSIONERS REGISTRY 49-00-12904-00-7 PLYMOUTH 3043 WALTON RD WALROAD ASSOCIATES LP B 028 U 110 L 3330 DATE: 01/28/98 DB5216PG0182

[3043 Walton Road] Exhibit A Legal Description (continued) BEING AS TO PART (TRACT 1) THE SAME PREMISES WHICH C & D CHARTER POWER SYSTEMS, INC., A DELAWARE CORPORATION, FORMERLY C & D POWER SYSTEMS, INC., A DELAWARE CORPORATION BY DEED DATED JANUARY 26, 1996 AND RECORDED IN THE OFFICE FOR THE RECORDING OF DEEDS IN AND FOR THE COUNTY OF MONTGOMERY, COMMONWEALTH OF PENNSYLVANIA IN DEED BOOK 5140 PAGE 5, GRANTED AND CONVEYED UN WALROAD ASSOCIATES, L.P., ITS SUCCESSORS AND ASSIGNS, IN FEE. BEING AS TO PART (TRACT 2) THE SAME PREMISES WHICH GERTRUDE C. FORD, WIDOW. BY DEED DATED MARCH 29, 1996 AND RECORDED IN THE OFFICE FOR THE RECORDING OF DEEDS, IN AND FOR THE COUNTY OF MONTGOMERY, COMMONWEALTH OF PENNSYLVANIA IN DEED BOOK 5145 PAGE 2039, GRANTED AND CONVEYED UNTO WALROAD ASSOCIATES. L.P., ITS SUCCESSORS AND ASSIGNS, IN FEE. BEING PART OF THE SAME PREMISES WHICH WALROAD ASSOCIATES, L.P. BY DEED OF CONSOLIDATION, DATED MAY 22, 1996 AND RECORDED MAY 23, 1996 IN THE OFFICE FOR THE RECORDING OF DEEDS. IN AND FOR THE COUNTY OF MONTGOMERY, COMMONWEALTH OF PENNSYLVANIA IN DEED BOOK 5148 PAGE 2250, GRANTED AND CONVEYED UNTO WALROAD ASSOCIATES, L.P., ITS SUCCESSORS AND ASSIGNS, IN FEE. [SEAL] DB5216PG0183

EX-10.2

Exhibit 10.2

[2200 County Road C West, Roseville, MN]

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

September 20, 2011

[2200 County Road C West, Roseville, MN]

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	3
3.1	Title	3
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	6
5.3	Other Conditions	6
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	7
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	10
7.2	Action of the Purchaser	10
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	11
8.1	Approval of Agreements	11
8.2	Operation of Property	11
8.3	Compliance with Laws, Etc.	11
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12

9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	17
12.1	Allocation of Liability	17
12.2	Brokers	18
12.3	Publicity	18
12.4	Notices	18
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	20
12.7	Severability	20
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	21
12.10	Section and Other Headings	21
12.11	Time of Essence	21
12.12	Governing Law	21
12.13	Arbitration	21
12.14	Like Kind Exchange	25
12.15	Recording	25
12.16	Non-liability of Trustees of Seller	25
12.17	Non-liability of Trustees of Purchaser	25
12.18	Waiver and Further Assurances	26

2

[2200 County Road C West, Roseville, MN]

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of September 20, 2011, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES 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 One Million Six Hundred Fifty Three Thousand Three Hundred Dollars ($1,653,300).

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

2

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 December 31, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3Purchase Price.

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

(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.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an

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“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 (5th) 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 examinations, surveys, environmental assessments, building

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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 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;

(c)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);

(d)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;

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

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

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(g)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.

SECTION 5.CONDITIONS TO SELLER’S 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 have delivered 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

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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.  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.  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 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

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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 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

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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 one (1) year, 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 one (1) year 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 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:

7.1Status 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

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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 one (1) year, 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 one (1) year 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

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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.

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

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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 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

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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 allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and 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 any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2011 capital expenditure budget previously prepared by the Seller (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(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

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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).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  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 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

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percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)Except as otherwise set forth in this Section 9.2, 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 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 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 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

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(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 material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), 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 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

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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 or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, 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 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

18

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 CommonWealth REIT
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts  02458-1632
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

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

if to the Purchaser, to:

Senior Housing Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts  02458-1632
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

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 successors 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

19

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 12.14, 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 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

20

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 Complete Agreement, 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.

12.10Section 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.

12.11Time 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.

12.12Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.13Arbitration.

(a)Any disputes, claims or controversies between the Seller and the Purchaser (i) arising out of or relating to this Agreement, or (ii) brought by or on behalf of any shareholder of  the Seller or the Purchaser (which, for purposes of this Section 12.13, shall mean any shareholder of record or any beneficial owner of shares of the Seller or the Purchaser, or any former shareholder of record or

21

beneficial owner of shares of the Seller or the Purchaser), either on his, her or its own behalf, on behalf of the Seller or the Purchaser or on behalf of any series or class of shares of the Seller or the Purchaser or shareholders of the Seller or the Purchaser against the Seller or the Purchaser or any trustee, director, officer, manager (including Reit Management & Research LLC or its successor), agent or employee of the Seller or the Purchaser, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration agreement, the declaration of trust, limited liability company agreement, partnership agreement or analogous governing instruments, as applicable, of the Purchaser or the Seller, or the bylaws of the Purchaser or the Seller (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 12.13.  For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, directors, officers or managers of the Seller or the Purchaser and class actions by a shareholder against those individuals or entities and the Seller or the Purchaser.  For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

(b)There shall be three arbitrators.  If there are only two parties to the Dispute (with, for purposes of this Section 12.13, any and all parties involved in the Dispute and owned by the same ultimate parent entity treated as one party), each party shall select one arbitrator within 15 days after receipt of a demand for arbitration.  Each party shall be entitled to appoint as its party appointed arbitrator an affiliated or interested person of such party.  If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator within 15 days after receipt of a demand for arbitration.  The respondents, on the one hand, and the claimants, on the other hand, shall each be entitled to appoint as its party appointed arbitrator an affiliated or

22

interested person of such party.  If either a claimant (or all claimants) or a respondent (or all respondents) fails to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request the AAA to provide a list of three proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten days from the date the AAA provides such list to select one of the three arbitrators proposed by AAA.  If such party (or parties) fails to select such arbitrator by such time, the party (or parties) who has appointed the first arbitrator shall then have ten days to select one of the three arbitrators proposed by AAA to be the second arbitrator; and, if he/they should fail to select such arbitrator by such time, the AAA shall select, within 15 days thereafter, one of the three arbitrators it had proposed as the second arbitrator.  The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 15 days of the appointment of the second arbitrator.  If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

(c)The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

(d)There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

(e)In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts.  Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

(f)Except to the extent expressly provided by

23

Section 12.2 or as otherwise agreed by the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of the Seller’s or the Purchaser’s award to the claimant or the claimant’s attorneys.  Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

(g)An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators.  Judgment upon the Award may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

(h)Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset.  Each party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.

(i)This Section 12.13 is intended to benefit and be enforceable by the shareholders, trustees, directors, officers, managers (including Reit Management & Research LLC or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights

24

to indemnification or contribution that such individuals or entities may have by contract or otherwise.

12.14Like 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 or other operative conveyance instrument, 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.

12.15Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.16Non-liability of Trustees of Seller.  The Declaration of Trust establishing 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.

12.17Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments

25

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

12.18Waiver and Further Assurances.  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.  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.

[Signature page follows.]

26

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 C. Popeo
Name:	John C. Popeo
Its:	Treasurer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
Name:	David J. Hegarty
Its:	President

27

SCHEDULE A

Land

[See attached legal description.]

LEGAL DESCRIPTION

Tract “A”, Registered Land Survey No. 50, files of Registrar of Titles, County of Ramsey.

Being registered land as is evidenced by Certificate of Title No. 389925.

ii

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

1.Right of Entry Agreement, dated July 13, 2011, by and between Hub Properties Trust (“Owner”) and Comcast of Minnesota, Inc. (“Operator”).   Re:  Ste. Cable

INDEX

Lease

1.Lease Agreement, dated February 11, 2011, by and between Hub Properties Trust (“Landlord”) and Land Title, Inc. (“Tenant”).  Re:  Ste. 2205

2.Exhibit F - Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, executed May 20, 2011, by and between Hub Properties Trust (“Landlord”) and Land Title, Inc. (“Tenant”).  Re:  Commencement occurred April 1, 2011, and the Original Term will expire January 31, 2022.

3.First Amendment to Lease, dated June 22, 2011, by and between Hub Properties Trust (“Landlord”) and Land Title, Inc. (“Tenant”).

INDEX

Lease

1.Lease Agreement, dated March 31, 2008, by and between Rosedale Properties Limited Liability Company (“Landlord”) and PDG, P.A. (“Tenant”).

2.First Amendment to Lease, dated March 7, 2011, by and between Hub Properties Trust, successor in interest to Rosedale Properties Limited Liability Company (“Landlord”) and PDG, P.A. (“Tenant”).  Re:  Expansion and renewal.

SCHEDULE C

Form of Deed

No delinquent taxes and transfer entered; Certificate of Real Estate Value ( ) filed ( ) not required. Certificate of Real Estate. Value No. DEC 30 3.25 COUNTY RECORDER NO DELINQUENT AND TRANSFER ENTERED DD DEPUTY Date DEC 30 1999 5692 003 08 12/30/99 9109 D.STAMPS LOU MCKENNA DIRECTOR County Auditor by: By: Deputy SPECIAL WARRANTY DEED (Rosedale Corporate Plaza) AGRICULTURAL CONSERVATION FEE PAID RAMSEY COUNTY State Deed Tax Due: $ 29,511.90 99 12.30.99 Date HARVARD PROPERTY (ROSEDALE), LP., a Texas limited partnership (“Grantor”), for and,in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration paid to Grantor by ROSEDALE PROPERTIES LIMITED LIABILITY COMPANY, a Delaware limited liability company (“Grantee”), the receipt and sufficiency of which are hereby acknowledged, has GRANTED, BARGAINED., SOLD, ALIENED, DEMISED, RELEASED, CONVEYED and CONFIRMED, and does hereby GRANT, BARGAIN, SELL, ALIEN, DEMISE, RELEASE, CONVEY, and CONFIRM to Grantee, the real property described in Exhibit A attached hereto and made a part hereof, together with all of Grantor’s right, title and interest in and to buildings and other improvements situated thereon, all fixtures and other property affixed thereto, adjacent streets, alleys and rights-of-way, and all tenements, creditaments, and appurtenances, including, without limitation, (a) any, strips or gores between the real property described in Exhibit A and abutting properties, whether owned or claimed by deed, limitations or otherwise, and whether or not located inside or outside the property described on Exhibit A, and (b) any land lying in or under the bed of any highway, avenue, street, road, alley, easement or right-of-way, open or proposed, in, on, across, abutting, or adjacent to the property described in Exhibit A, and all rights, titles and interest of Grantor if any, in and to any awards made or to be made in lieu thereof for damage by reason of change in grade of any such highway, avenue, street, road or alley, with every privilege, rights, title, interest and estate, reversion, remainder, and easement thereto belonging or in otherwise appertaining, subject to the following (collectively, the “Permitted Encumbrances”): (i) all laws, ordinances, rules and regulations of governmental authorities having jurisdiction over the above- described property, (ii) ad valorem taxes and assessments for 1999 and subsequent years and any taxes assessed after the data hereof due to change in ownership or use, and (iii) the matters described in Exhibit B attached hereto and made part hereof. TO HAVE AND TO HOLD the same in fee simple forever, unto the said Grantee, its legal representatives, successors and assigns, and Grantor does hereby warrant title to the above described property, rights and interests and binds itself and its legal representatives, successors and assigns to warrant and forever defend all and singular the above described property, rights and interest unto the CLRT OF REAL ESTATE VALUE BY: Old Republic Title

said Grantee, its successors, legal representatives and assigns, against the claims of all persons claiming by, through or tirider Grantor but not otherwise, subject, however, to the Permitted Encumbrances. Current ad valorem taxes and assessments on the above described property have been prorated between Grantor and Grantee. Grantee hereby assumes the payment of ad valorem taxes and assessments on the above-described property for the current year 1999 and thereafter as the same may hereafter become due and payable, Check box if applicable: The Grantor certifies that the Grantor does not know of any wells on the described real. property. A well disclosure certificate accompanies this document. 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. IN WITNESS WHEREOF, Grantor has caused this instrument to be executed by and through its duly authorized officer this 30 day of November, 1999. HARVARD PROPERTY (ROSEDALE), L.P. By: HPT Rosedale GenPar, Inc. a Texas corporation, Its General Partner. By: Name: Title: 2

THE STATE OF TEXAS ) ) COUNTY OF ) This instrument was acknowledged before me on the 30 day of November, 1999 by Robert Beleinger, the  of HPT Rosedale GenPar, Inc., a Texas corporation, as General Partner of Harvard Property (Rosedale), L.P., a Texas limited partnership, on behalf of said limited partnership. /s/ Jocelyn Mckenzie Notary Public, in and for said County and State Jocelyn Mckenzie (printed name) My commission expires: 3-12-2003 Tax Statements for the property described above should be sent to: Rosedale Properties Limited Liability Company c/o Hub Properties Trust 400 Centre Street Newton, Massachusetts 02458 Return To: Sullivan & Worcester LLP One Post Office Square Boston, Massachusetts 02109 Attn: Jane S. Kerpon, Esq. 3

EX-10.3

Exhibit 10.3

200 Old County Road
Mineola, NY

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

September 20, 2011

200 Old County Road
Mineola, NY

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
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	5
4.1	Closing Documents	5
4.2	Ground Lease Consent and Estoppel	6
4.3	Title Policy	6
4.4	Environmental Reliance Letters	6
4.5	Condition of Property	7
4.6	Other Conditions	7
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	7
5.1	Purchase Price	7
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	8
6.4	Litigation	8
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
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	11
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	12
8.1	Approval of Agreements	12
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	13
SECTION 9.	APPORTIONMENTS	13

9.1	Real Property Apportionments	13
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	17
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	18
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	22
12.10	Section and Other Headings	22
12.11	Time of Essence	22
12.12	Governing Law	22
12.13	Arbitration	22
12.14	Like Kind Exchange	25
12.15	Recording	26
12.16	Non-liability of Trustees of Seller	26
12.17	Non-liability of Trustees of Purchaser	26
12.18	Waiver and Further Assurances	26

2

200 Old County Road
Mineola, NY

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of September 20, 2011, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES 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 that certain Indenture of Lease dated September 24, 1985, between The Incorporated Village of Mineola, as landlord, and Mineola Plaza Development Associates, Inc., as lessee, recorded in the Nassau County Clerk’s Office on December 7, 1986 in Liber 9958, Page 918, as assigned by Mineola Plaza Development Associates, Inc. to Mineola Pavilion Associates by Assignment and Assumption of Ground Lease, dated as of January 21, 1993, and recorded in the Nassau County Clerk’s Office on March 2, 1993 in Liber 10279 at Page 443, by Mineola Pavilion Associates to Crown Pavilion Associates by Assignment and Assumption of Lessee’s Interest in Ground Lease dated November 30, 1995 and recorded in the Nassau County Clerk’s Office on December 12, 1995 in Liber 10607 at Page 82, and by Crown Pavilion Associates to the Seller by Assignment and Assumption of Lessee’s Interest in Ground Lease, dated as of June 11, 1999, and recorded in Nassau County Clerk’s Office on June 17, 1999 in Liber 11067 at Page 569.

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 Schedules A-1 and A-2 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

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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.

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

1.14         “Purchase Price”  shall mean Thirty Seven Million Two Hundred Twenty-Four Thousand Three Hundred Dollars ($37,224,300).

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

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December 31, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3           Purchase Price.

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

(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 ten (10) 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 (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to

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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.

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, and an assignment by the Seller and 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;

(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

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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 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;

(c)         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);

(d)        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;

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

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

(g)        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           Ground Lease Consent.  The parties shall have obtained the consent of the ground lessor, if required, under the Ground Lease.

4.3           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.

4.4           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.

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4.5           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.

4.6           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’S 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 have delivered 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.  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.  The Seller has taken all necessary action to authorize the execution, delivery and

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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 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

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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-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.

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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 one (1) year, 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 one (1) year 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 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

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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 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.

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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 one (1) year, 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 one (1) year 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.

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.

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

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 and the Ground Lease;

(ii)percentage rents and other unfixed charges payable under the Leases and the Ground Lease;

(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

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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.

(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 allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-

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line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and 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 any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)        Amounts payable after the date hereof on account of capital expenditures under the 2011 capital expenditure budget previously prepared by the Seller (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(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).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  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

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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 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, (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges, and (iii) one hundred percent (100%) of the costs, fees and expenses, including, without, limitation, attorneys’ fees and expenses, incurred in connection with the implementation of the provisions of Section 4.2.

(c)         Except as otherwise set forth in this Section 9.2, 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 of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the

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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 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

17

material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), 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 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

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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 or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, 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 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 CommonWealth REIT

Two Newton Place

255 Washington Street, Suite 300

Newton, Massachusetts 02458-1632

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Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

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

if to the Purchaser, to:

Senior Housing Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458-1632
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

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 successors 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.

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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 12.14, 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 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 Complete Agreement, 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

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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          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.

12.11          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.

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

12.13Arbitration.

(a)         Any disputes, claims or controversies between the Seller and the Purchaser (i) arising out of or relating to this Agreement, or (ii) brought by or on behalf of any shareholder of the Seller or the Purchaser (which, for purposes of this Section 12.13, shall mean any shareholder of record or any beneficial owner of shares of the Seller or the Purchaser, or any former shareholder of record or beneficial owner of shares of the Seller or the Purchaser), either on his, her or its own behalf, on behalf of the Seller or the Purchaser or on behalf of any series or class of shares of the Seller or the Purchaser or shareholders of the Seller or the Purchaser against the Seller or the Purchaser or any trustee, director, officer, manager (including Reit Management & Research LLC or its successor), agent or employee of the Seller or the Purchaser, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration agreement, the declaration of trust, limited liability company agreement, partnership agreement or analogous governing instruments, as applicable, of the Purchaser or the Seller, or the bylaws of the Purchaser or the Seller (all of which are referred to as “Disputes”), or

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relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 12.13.  For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, directors, officers or managers of the Seller or the Purchaser and class actions by a shareholder against those individuals or entities and the Seller or the Purchaser.  For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

(b)        There shall be three arbitrators.  If there are only two parties to the Dispute (with, for purposes of this Section 12.13, any and all parties involved in the Dispute and owned by the same ultimate parent entity treated as one party), each party shall select one arbitrator within 15 days after receipt of a demand for arbitration.  Each party shall be entitled to appoint as its party appointed arbitrator an affiliated or interested person of such party.  If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator within 15 days after receipt of a demand for arbitration.  The respondents, on the one hand, and the claimants, on the other hand, shall each be entitled to appoint as its party appointed arbitrator an affiliated or interested person of such party.  If either a claimant (or all claimants) or a respondent (or all respondents) fails to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request the AAA to provide a list of three proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten days from the date the AAA provides such list to select one of the three arbitrators proposed by AAA.  If such party (or parties) fails to select such arbitrator by such time, the party (or parties) who has appointed the first arbitrator shall then have ten days to select one of the three arbitrators proposed by AAA to be the second arbitrator; and, if he/they should fail to select such arbitrator by such time, the AAA shall select, within 15

23

days thereafter, one of the three arbitrators it had proposed as the second arbitrator.  The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 15 days of the appointment of the second arbitrator.  If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

(c)         The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

(d)        There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

(e)         In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts.  Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

(f)         Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of the Seller’s or the Purchaser’s award to the claimant or the claimant’s attorneys.  Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the

24

costs and expenses of the third appointed arbitrator.

(g)        An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators.  Judgment upon the Award may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

(h)        Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset.  Each party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.

(i)          This Section 12.13 is intended to benefit and be enforceable by the shareholders, trustees, directors, officers, managers (including Reit Management & Research LLC or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.

12.14          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

25

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 or other operative conveyance instrument, 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.

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

12.16          Non-liability of Trustees of Seller.  The Declaration of Trust establishing 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.]

12.17          Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, 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 Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.18          Waiver and Further Assurances.  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

26

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.  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.

[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 PROPERTIES TRUST, a Maryland real estate investment trust
By:		/s/ John C. Popeo
Name:			John C. Popeo
Its:	Treasurer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:		/s/ David J. Hegarty
Name:			David J. Hegarty
Its:	President

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SCHEDULE A-1

Land

[See attached legal description.]

200 OLD COUNTY ROAD MINEOLA, NY PAVILION PROPERTY LEGAL DESCRIPTION OF PAVILION PROPERTY ALL that certain plot, piece or parcel of land, situate, lying and being in the Incorporated Village of Mineola, Town of North Hempstead, County of Nassau and State of New York, more particularly bounded and described as follows: BEGINNING at a point on the northerly boundary of Old Country Road where it is Intersected by the easterly boundary of Mineola Boulevard, marked by a nail; RUNNING THENCE from said point of beginning, northerly, along the last mentioned boundary, the following two (2) courses and distances: 1) North 08 degrees 48 minutes 26 seconds West, 22.20 feet to a point; 2) North 13 degrees 39 minutes 53 seconds West, 161.82 feet to a point of curvature at the southwesterly terminus of the curve connecting the last mentioned boundary with the southerly boundary of Third Street; THENCE along the arc of a curve to the right having a radius of 30.00 feet for an arc length of 47.12 feet to a point of tangency on the aforementioned southerly boundary of Third Street; THENCE North 76 degrees 20 minutes 00 seconds East, along the last mentioned boundary, 347.05 feet to a point on the easterly boundary of Main Street to a point marked by a nail; THENCE South 16 degrees 03 minutes 40 seconds East, along the last mentioned boundary, 120.10 feet to a point on the division line between the subject parcel on the North and West and the lands now or formerly of Manufacturers Hanover Trust Company on the South and also Mineola Realty Associates on the South and East; THENCE westerly and southerly along the last mentioned division line, the following three (3) courses and distances: 1) South 76 degrees 20 minutes 00 seconds West, 212.84 feet to a point marked by a nail; 2) South 08 degrees 52 minutes 50 seconds East, 12.04 feet to a point; 3) South 15 degrees 38 minutes 15 seconds East, 104.86 feet to a point on the aforementioned northerly boundary of Old Country Road marked by a nail; THENCE westerly, along the last mentioned boundary, the following three (3) courses and distances: 1) South 81 degrees 12 minutes 16 seconds West, 7.09 feet to a point; 2) North 86 degrees 51 minutes 16 seconds West, 38.68 feet to a point; 3) South 81 degrees 12 minutes 23 seconds West, 130.10 feet to the point or place of BEGINNING. ii

SCHEDULE A-2

Ground Lease Parcel

[See attached legal description.]

200 OLD COUNTY ROAD MINEOLA, NY GROUND LEASE PARCEL LEGAL DESCRIPTION OF THE GROUND LEASE PARCEL ALL that certain plot, piece or parcel of land, situate, lying and being in the Village of Mineola, Town of North Hempstead, County of Nassau and State of New York, bounded and described as follows: BEGINNING at the corner formed by the intersection of the easterly side of Mineola Boulevard with the northerly side of.Third Street; RUNNING THENCE North 8 degrees 46 minutes 00 seconds West along the easterly side of Mineola Boulevard, 271.63 feet; THENCE North 81 degrees 16 minutes 30 seconds East, 98.75 feet; THENCE southeasterly on a curve to the right, having a radius of 297.65 feet, a distance of 100.42 feet; THENCE South 4 degrees 47 minutes 30 seconds West, 51.32 feet; THENCE South 41 degrees 46 minutes 00 seconds East, 76.18 feet; THENCE North 81 degrees 22 minutes 00 seconds East, 78.06 feet; THENCE southerly on a curve to the right having a radius of 313.17 feet, a distance of 126.32 feet to the northerly side of Third Street; THENCE South 81 degrees 13 minutes 58 seconds West, along the northerly side of Third Street, 336.09 feet to the point or place of BEGINNING. ii

SCHEDULE B

Rent Roll

INDEX

Lease

1.Guaranty, dated April 18, 1997, from Christopher Rosado, Louis Algios and Neil Miller (“Guarantors”) to Crown Pavilion Associates (“Landlord”).  Note: No references are made to Exhibits E, F, G and I in the document.

2.Office Building Lease, dated April 22, 1997, by and between Crown Pavilion Associates (“Landlord”) and 200 — 590 Realty Corp. (“Tenant”).

3.Tenant Acceptance of Demised Premises Agreement, dated September 30, 1997, by and between Crown Pavilion Associates (“Landlord”) and 200-590 Realty Corp. (“Tenant”). Re: The Commencement Date is October 1, 1997 and the Original Term shall expire Ten (10) years and Six (6) months after the commencement date.

4.First Amendment to Lease Agreement, dated May 30, 2008, by and between Hub Properties Trust successor-in-interest to Crown Pavilion Associates (“Landlord”) and 200-590 Realty Corp. (“Tenant”).

5.Guaranty, undated, from Christopher Rosado, Louis Algios and Neil Miller (“Guarantors”) to Hub Properties Trust (“Landlord”).

INDEX

Lease

1.Lease Agreement dated June 23, 1993, by and between Mineola Pavilion Associates, Inc. (“Landlord”) and Arthur Howard Realty Corp. (“Tenant”). Note: Exhibit D — Drawings is missing and Exhibit F is not mentioned in the document. Furthermore prior Lease dated May 23, 1989 is attached with Estoppel Certificate and Lease Termination Agreement dated June 23, 1993.

2.First Amendment to Office Building Lease dated October 1, 1996, by and between Crown Pavilion Associates successor-in-interest to Mineola Pavilion Associates, Inc. (“Landlord”) and Arthur Howard Realty Corp. (“Tenant”).

3.Second Amendment to Lease Agreement dated June 22, 2007, by and between Hub Properties Trust successor-in-interest to Crown Pavilion Associates (“Landlord”) and Arthur Howard Realty Corp. (“Tenant”).

4.License Agreement dated April 4, 2008, by and between Hub Properties Trust (“Licensor”) and Arthur Howard Realty Corp. (“Licensee”).

INDEX

Lease

1.Lease of Parking Spaces, dated August 11, 2008, by and between Hub Properties Trust (“Landlord”) and Astoria Federal Savings and Loan Association (“Tenant”).

2.Letter, dated June 22, 2009, from Donald M. Hinchey, Vice President, Assistant Director of Property & Risk Management, Astoria Federal Savings (“Tenant”) to Hub Properties Trust (“Landlord”).  Re: Terminating use of 10 parking spaces.

INDEX

Lease

1.Lease Agreement, dated February 23, 1988, by and between Pavilion Plaza Development Co., Inc. (“Owner/Landlord”) and Leonard A. Bellavia and Penny B. Kassel (“Tenant”). Note: The lease expired August 31, 1993.

2.Amendment to Lease, dated March 1, 1992, by and between Mineola Plaza Development Co. successor-in-interest to Pavilion Plaza Development Co., Inc. (“Landlord”) and Leonard Bellavia and Penny B. Kassel (“Tenant”).  Note: The lease extended from March 1, 1992 to February 28, 1997.

3.Second Amendment to Lease, dated June 20, 1995, by and between Mineola Pavilion Associates, Inc. successor-in-interest to Mineola Plaza Development Co. (“Landlord”) and Leonard Bellavia and Penny B. Kassel (“Tenant”).

4.Office Building Lease, dated March 27, 1997, by and between Crown Pavilion Associates (“Landlord”) and Bellavia & Kassel, P.C. (“Tenant”).  Note: New Lease from New Landlord and there is no mention of successor-in-interest to Mineola Pavilion Associates, Inc. or Tenant’s name change stated in the document.

5.First Amendment to Office Building Lease, dated July 31, 2002, by and between Hub Properties Trust successor-in-interest to Crown Pavilion Associates (“Landlord”) and Bellavia & Kassel, P.C. (“Tenant”).

6.Second Amendment, Assignment and Assumption of Lease and Landlord’s Consent, dated September 30, 2005, by and between Hub Properties Trust (“Landlord”) and Bellavia & Kassel, P.C. (“Tenant”) and Bellavia, Gentile & Associates, LLP (“Assignee”).

INDEX

Lease

1.Lease Agreement, dated May 1, 2005, by and between Hub Properties Trust (“Landlord”) and Business Dynamics, LLC (“Tenant”).

2.Schedule 6.2.1 — Consent to Occupancy Agreement, dated May 1, 2005, by and between Hub Properties Trust (“Landlord”) and Business Dynamics, LLC (“Tenant”).

3.First Amendment to Office Building Lease, dated December 26, 2006, by and between Hub Properties Trust (“Landlord”) and Business Dynamics, LLC (“Tenant”).

4.Confirmation of Lease Term, dated July 23, 2007, by and between Hub Properties Trust (“Landlord”) and Business Dynamics, LLC (“Tenant”). Re: The Expansion Date is May 1, 2007 and the Original Term shall expire on April 30, 2014.

INDEX

Lease

1.Office Building Lease, dated June 15, 1995, by and between Mineola Pavilion Associates, Inc. (“Landlord”), and C & C Pavilion Inc. (“Tenant”). Re: Ste. 320. Note: Missing Exhibit A—Floor Plan and Exhibit B—Drawings.

2.Agreement and Guarantee, dated June 12, 1995, by and between Ralph Carrieri, Joseph Carrieri (“Guarantor”) and Minneola Pavilion Associates, Inc. (“Landlord”).

3.First Amendment of Lease, dated November 22, 1995, by and between Mineola Pavilion Associates, Inc. (“Landlord”), and C & C Pavilion Inc. (“Tenant”).

4.Guaranty, dated April 18, 1997, from Christopher Rosado, Louis Algios, and Neil Miller (“Guarantors”) to Landlord.  Note:  Landlord name not specified.

5.First Amendment to Lease, dated December 12, 2000, by and between Hub Properties Trust, successor-in-interest to Mineola Pavilion Associates, Inc. (“Landlord”), and C & C Pavilion, Inc. (“Tenant”).

6.Second Amendment to Lease, dated January 31, 2001, by and between Hub Properties Trust (“Landlord”), and C&C Pavilion, Inc. (“Tenant”).

7.Third Amendment to Lease, dated February 22, 2005, by and between Hub Properties Trust (“Landlord”), and C&C Pavilion, Inc. (“Tenant”).

8.Fourth Amendment to Lease, dated July 2, 2010, by and between Hub Properties Trust (“Landlord”) and C&C Pavilion Inc. (“Tenant”).

INDEX

Lease

1.Letter Agreement, dated November 15, 1996, from Cablevision Lightpath, Inc. (“Tenant”) agreed to and accepted by Crown Pavilion Associates (“Landlord”).

2.Letter Agreement, dated November 10, 1998, from Cablevision Lightpath, Inc. (“Tenant”) agreed to and accepted by Crown Pavilion Associates (“Landlord”).  Re:  Renewal for a period of two (2) years commencing March 1, 1999, and expiring February 28, 2001.

3.Lease Agreement, dated March 1, 2001, by and between Hub Properties Trust “Landlord”) and Cablevision Lightpath, Inc. (“Tenant”). Note: Missing Corporate Clerk’s/Secretary’s Certificate Evidence Authority and Incumbency attachement on page 16.

4.First Amendment to Lease, dated March 1, 2006, by and between Hub Properties Trust (“Landlord”) and Cablevision Lightpath, Inc. (“Tenant”).

5.Second Amendment to Lease, dated April 26, 2011, by and between Hub Properties Trust (“Landlord”) and Cablevision Lightpath, Inc. (“Tenant”).  Re:  Renewal through February 29, 2016.

INDEX

Lease

1.Lease Agreement, dated May 30, 2008, by and between Hub Properties Trust (“Landlord”) and Clear Skies Solar, Inc. (“Tenant”).

2.Irrevocable Standby Letter of Credit No. S202403, dated May 22, 2008, issued by Merrill Lynch to Hub Properties Trust (“Beneficiary”) for the account of Clear Skies Solar, Inc. (“Applicant”) in the amount of $113,634.00 and expiring May 21, 2009.

3.Letter Notification - Letter of Credit No. S202403, dated August 7, 2009, from Bank of America, N.A. to Hub Properties Trust.  Re: Merrill Lynch Bank USA merger into Bank of America, N.A. on July 1, 2009.

INDEX

Lease

1.Office Building Lease, dated January 31, 1996, by and between Crown Pavilion Associates (“Landlord”) and Peter C. Cotelidis (“Tenant”).

2.First Amendment to Lease, dated February 13, 2001, by and between Hub Properties Trust, successor in interest to Crown Pavilion Associates (“Landlord”) and Peter C. Cotelidis (“Tenant”).

3.Second Amendment to Lease, dated August 17, 2006, by and between Hub Properties Trust (“Landlord”) and Peter C. Cotelidis (“Tenant”).

4.Third Amendment to Lease, dated August 1, 2011, by and between Hub Properties Trust (“Landlord”) and Peter C. Cotelidis (“Tenant”).

INDEX

Lease

1.Lease Agreement, dated December 1996, by and between Crown Pavilion Associates (“Landlord”) and Cronin, Cronin & Harris, P.C. (“Tenant”).

2.First Amendment to Lease, dated October 29, 2004, by and between Hub Properties Trust successor-in-interest to Crown Pavilion Associates (“Landlord”) and Cronin, Cronin & Harris, P.C. (“Tenant”).

3.Second Amendment to Lease, dated February 5, 2007, by and between Hub Properties Trust (“Landlord”) and Cronin, Cronin & Harris, P.C. (“Tenant”).

INDEX

Lease

1.Office Building Lease, dated November 8, 1994, by and between Mineola Pavilion Associates, Inc. (“Landlord”) and Eric M. Kutner, C.P.A. (“Tenant”). Note: A letter agreement for subleasing is also attached as Exhibit H, but it is not a part of the Lease.

2.First Amendment to Lease, executed September __, 1999, by and between Hub Properties Trust, successor in interest to Mineola Pavilion Associates, Inc. (“Landlord”) and Eric M. Kutner (“Tenant”).

3.Second Amendment to Lease Agreement, dated May 20, 2002, by and between Hub Properties Trust (“Landlord”) and Eric M. Kutner (“Tenant”).

4.Third Amendment to Lease Agreement, dated September 10, 2007, by and between Hub Properties Trust (“Landlord”) and Eric M. Kutner (“Tenant”).

5.Fourth Amendment to Lease, dated July 13, 2010, by and between Hub Properties Trust (“Landlord”) and EK & SG Ltd.  Note: Reference to EK & SG, Ltd. as successor in interest to Eric M. Kutner (“Tenant”).

INDEX

Lease

1.Lease Agreement, dated December 17, 2001, by and between Hub Properties Trust (“Landlord”) and Ernest D. Loewenwarter & Co. LLP (“Tenant”).   Note: Missing Exhibit F — Tenant Improvement Plans.

2.First Amendment to Lease, dated January 11, 2007, by and between Hub Properties Trust (“Landlord”) and Ernest D. Loewenwarter & Co. LLP (“Tenant”).

INDEX

Lease

1.Lease of Storage Space, dated June __, 2002, by and between Hub Properties Trust (“Landlord”) and Ernest D. Loewenwarter & Co. LLP (“Tenant”).

2.First Amendment to Lease of Storage, dated January 11, 2007, by and between Hub Properties Trust (“Landlord”), and Ernest D. Loewenwarter & Co. LLP (“Tenant”).

INDEX

Lease

1.Lease Agreement, dated January 31, 2005, by and between Hub Properties Trust (“Landlord”) and Family Dermatology PLLC (“Tenant”).

2.Exhibit E — Consent to Occupancy, dated January 31, 2005, by and between Hub Properties Trust (“Landlord”) and Family Dermatology PLLC (“Tenant”) and Karen Sherman (“Occupant”).

3.Lease of Parking Spaces, dated October 21, 2006, by and between Hub Properties Trust (“Landlord”) and Family Dermatology, P.C. (“Tenant”). Note: No mention of Tenant’s Name Change from PLLC to P.C.

INDEX

Lease

1.Office Building Lease, dated October 17, 1997, by and between Crown Pavilion Associates (“Landlord”) and Farley, Holohan, Glockner, Toto & Laden, L.L.P. (“Tenant”).

2.Guarantee, dated ____ __, 1998, from Farley, Holohan, Glockner, Toto and Laden (Jointly and Severally “Guarantors”) to Crown Pavilion Associates (“Landlord”).

3.First Amendment to Lease, dated September 30, 2002, by and between Hub Properties Trust, successor in interest to Crown Pavilion Associates (“Landlord”) and Farley, Holohan, Glockner & Toto, L.L.P. f/k/a Farley, Holohan, Glockner, Toto & Laden, L.L.P. (“Tenant”).

4.Second Amendment to Lease, dated December 22, 2005, by and between Hub Properties Trust (“Landlord”) and Farley & Glockner, L.L.P. f/k/a Farley, Holohan, Glockner & Toto, L.L.P. (“Tenant”).

5.Third Amendment to Lease, dated April 18, 2011, by and between Hub Properties Trust (“Landlord”) and Farley, Holohan & Glockner, LLP (“Tenant”).  Re:  Renewal through June 30, 2016, and expansion to SW11.

INDEX

Lease

1.Lease Agreement, dated August 14, 2006, by and between Hub Properties Trust (“Landlord”) and Goldberg Segalla, LLP (“Tenant”). Re: Ste. 210.

2.First Amendment to Lease, dated March 19, 2007, by and between Hub Properties Trust (“Landlord”) and Goldberg Segalla, LLP (“Tenant”). Re: Ste. 200.

3.Second Amendment to Lease, dated March 18, 2009, by and between Hub Properties Trust (“Landlord”) and Goldberg Segalla, LLP (“Tenant”). Re: Adding Storage Space SW20.

INDEX

Lease

1.Lease Agreement, dated May 26, 2005, by and between Hub Properties Trust (“Landlord”) and HSBC Bank USA, National Association (“Tenant”).

2.Confirmation of Lease Term, dated February 25, 2010, by and between Hub Properties Trust (“Landlord”) and HSBC Bank USA, National Association (“Tenant”).  Re: The Commencement Date is May 26, 2005, and the Original Term shall expire on August 31, 2015.

INDEX

Lease

1.Lease Agreement, dated May 17, 2005, by and between Hub Properties Trust (“Landlord”) and HSBC Bank USA, National Association (“Tenant”).

2.Confirmation of Lease Term, dated February 25, 2010, by and between by and between Hub Properties Trust (“Landlord”) and HSBC Bank USA, National Association (“Tenant”).  Re: The Commencement Date is May 17, 2005, and the Original Term shall expire on August 31, 2015.

INDEX

Lease

1.Guaranty, dated September 1, 1998, from JHCB Corp. (“Guarantor”) to Crown Pavilion Associates (“Landlord”).

2.Office Building Lease, dated September 1, 1998, by and between Crown Pavilion Associates (“Landlord”) and JHCB, Corp. (“Tenant”). Note: Missing Landlord signature and Exhibit B is not mentioned in the document.

3.Tenant Acceptance of Demised Premises Agreement, dated September 1, 1998, by and between Crown Pavilion Associates (“Landlord”) and JHCB, Corp. (“Tenant”). Re: The Commencement Date is September 23, 1998 and the Original Term shall expire Five (5) years after the commencement date.

4.First Amendment to Lease, dated October 31, 2002, by and between Hub Properties Trust successor-in-interest to Crown Pavilion Associates (“Landlord”) and JHCB, Corp. (“Tenant”).

5.Second Amendment to Lease, dated May 15, 2006, by and between Hub Properties Trust (“Landlord”) and JHCB, Corp. (“Tenant”).

INDEX

Lease

1.Guaranty, dated July 11, 2000, from Laurie J. Levine, M.D. (“Guarantor”) to Hub Properties Trust (“Landlord”).

2.Lease Agreement, dated July 11, 2000, by and between Hub Properties Trust (“Landlord”) and Laurie J. Levine, M.D., P.C. (Tenant”).

3.First Amendment to Lease, dated January 1, 2011, by and between Hub Properties Trust (“Landlord”) and Laurie J. Levine, M.D., P.C. (Tenant”).

INDEX

Lease

1.Office Building Lease, dated August 10, 1995, by and between Mineola Pavilion Associates, Inc. (“Landlord”) and Lizardos Engineering Associates, P.C. (“Tenant).  Note: Missing 1st page of Exhibit F — Rules and Regulations.

2.First Amendment to Lease, dated April 5, 2000, by and between Hub Properties Trust successor-in-interest to Mineola Pavilion Associates, Inc. (“Landlord”) and Lizardos Engineering Associates, P.C. (“Tenant).

3.Second Amendment to Lease, dated March 14, 2001, by and between Hub Properties Trust (“Landlord”) and Lizardos Engineering Associates, P.C. (“Tenant).

4.Third Amendment to Lease, dated October 16, 2003, by and between Hub Properties Trust (“Landlord”) and Lizardos Engineering Associates, P.C. (“Tenant).

5.Release, executed February 23, 2010, by and between Hub Properties Trust (“Landlord”) and Lizardos Engineering Associates, P.C. (“Tenant”).

INDEX

Lease

1.Lease of Storage Space, dated November 20, 2001, by and between Hub Properties Trust (“Landlord”) and Lizardos Engineering Associates, P.C. (“Tenant).

2.First Amendment to Lease of Storage Space, dated October 16, 2003, by and between Hub Properties Trust (“Landlord) and Lizardos Engineering Associates, P.C. (“Tenant).

INDEX

Lease

1.Storage/Parking Agreement, undated, by and between Crown Pavilion Associates (“Landlord”) and Margolin, Winer & Evens, LLP (“Tenant”).

2.First Amendment to Lease dated September 25, 2008 by and between Hub Properties Trust successor-in-interest to Crown Pavilion Associates (“Landlord”) and Margolin, Winer & Evens LLP (“Tenant”).

INDEX

Lease

1.Office Building Lease, dated June 30, 1995, by and between Mineola Pavilion Associates, Inc. (“Landlord”), and September Stationary, Inc. (“Tenant”).

2.First Amendment to Lease, dated June 29, 2000, by and between Hub Properties Trust successor-in-interest to Mineola Pavilion Associates, Inc. (“Landlord”) and September Stationary, Inc.(“Tenant”)

3.Second Amendment to Lease, dated December 4, 2000, by and between Hub Properties Trust (“Landlord”) and September Stationary, Inc. (“Tenant”).

4.Assignment and Assumption of Lease Agreement, dated May 26, 2004, by and between September Stationary, Inc. (“Assignor) and MKS Stationary, Inc. (“Assignee”).

5.Consent to Assignment of Lease, dated February 1, 2006, by and between Hub Properties Trust (“Landlord”) and September Stationary, Inc. (“Tenant”), and MKS Stationary Corp. (“Assignee”).

6.Third Amendment to Lease, dated February 1, 2006, by and between Hub Properties Trust (“Landlord”) and MKS Stationary Corp. (“Tenant”).

INDEX

Lease

1.Lease Agreement, dated February 7, 2006, by and between Hub Properties Trust (“Landlord”) and The New York Eye and Ear Infirmary (“Tenant”).

2.First Amendment to Lease, dated October 15, 2010, by and between Hub Properties Trust (“Landlord”) and The New York Eye and Ear Infirmary (“Tenant”).

INDEX

Lease

1.Lease Agreement, dated July 7, 2008, by and between Hub Properties Trust (“Landlord”) and All About Women Gynecology, P.C. (“Tenant”).

2.Guaranty, dated July 7, 2008, from Drew Chaplin, Paul Greenfield, Sherri Putterman and Susan Scavo (“Guarantor”) to Hub Properties Trust (“Landlord”).

3.Consent to Assignment and Assumption of Lease and First Amendment to Lease, dated August 3, 2011, by and among Hub Properties Trust (“Landlord”), All About Women Gynecology, P.C. (“Tenant”), and North Shore Community Services, Inc. (Assignee”).

INDEX

Lease

1.Guaranty, dated August 28, 1996, from Stanley Greenberg (“Guarantor”) to Crown Pavilion Associates (“Landlord”).

2.Office Building Lease, dated August 30, 1996, by and between Crown Pavilion Associates (“Landlord”) and Precise Court Reporting Services, Inc. (“Tenant”).

3.First Amendment to Office Building Lease, dated May 6, 2002, by and between Hub Properties Trust (“Landlord”) and Precise Court Reporting Services, Inc. (“Tenant”).  Note: Reference to Hub Properties Trust as successor in interest to Crown Pavilion Associates.

4.Second Amendment to Lease, dated July 1, 2009, by and between Hub Properties Trust (“Landlord”) and Precise Court Reporting Services, Inc. (“Tenant”).

INDEX

Lease

1.Lease of Storage Space, dated November 10, 2000, by and between Hub Properties Trust (“Landlord”) and Precise Court Reporting Services, Inc. (“Tenant”).

2.First Amendment to Lease of Storage Space, dated March 24, 2004, by and between Hub Properties Trust (“Landlord”) and Precise Court Reporting Services, Inc. (“Tenant”).

3.Second Amendment to Lease of Storage Space, dated July 1, 2009, by and between Hub Properties Trust (“Landlord”) and Precise Court Reporting Services, Inc. (“Tenant”). — Copy

INDEX

Lease

1.Lease Agreement, dated November 8, 2006, by and between Hub Properties Trust (“Landlord”) and Eric Prusan and Bill Tsoumpelis (“Tenant”).

2.Confirmation of Lease Term, dated December 22, 2006, by and between Hub Properties Trust (“Landlord”) and Eric Prusan and Bill Tsoumpelis (“Tenant”). Re: The Commencement Date is December 20, 2006 and the Rent Commencement Date is April 20, 2007.

INDEX

Lease

1.Lease Agreement, dated November 4, 1994, by and between Mineola Pavilion Associates, Inc. (“Landlord”) and I.V.F. America (New York), Inc. (“Tenant”). Note: Missing Exhibit E — Construction Guidelines.

2.Standby Letter of Credit No. YS1241303, dated November 20, 2000, issued by Fleet National Bank to Hub Properties Trust (“Beneficiary”) for the account of IntegraMed American, Inc. (“Applicant”) in the amount of $41,841.75 and expiring September 30, 2001.

3.First Amendment to Lease, dated December 29, 2000, by and between Hub Properties Trust, successor in interest to Mineola Pavilion Associates, Inc. (“Landlord”) and IntegraMed America, Inc., successor in interest to I.V.F. America (New York), Inc. (“Tenant”).

4.Assignment and Assumption of Lease, dated December ___, 2002, by and between IntegraMed America, Inc. (“Assignor”) and MPD Medical Associates, P.C. (“Assignee”).

5.Irrevocable Standby Letter of Credit No.  SM202895W, dated April 22, 2003, issued by Wachovia Bank, National Association to Hub Properties Trust (“Beneficiary”) for the account of MPD Medical Associates, PC (“Applicant”) in the amount of $41,841.75 and expiring April 22, 2004.  Note:  Letters of Applicant name transposed.

6.Consent to Assignment of Lease, dated May 20, 2003, by and between Hub Properties Trust (“Landlord”), IntegraMed America, Inc. (“Tenant”) and MPD Medical Associates, P.C. (“Assignee”).  Note: Missing Exhibit A — The Assignment.

7.Amendment to Irrevocable Standby Letter of Credit No.  SM202895W, dated May 12, 2003, issued by Wachovia Bank, National Association, Hub Properties Trust (“Beneficiary”) for the account of MPD Medical Associates.  Re:  Amendment of Exhibit B-1, Clause 1

8.Second Amendment to Lease, dated May 20, 2003, by and

between Hub Properties Trust (“Landlord”) and MPD Medical Associates, P.C. (“Tenant”).

9.Consent to Assignment of Leases, dated April 5, 2007, by and between Hub Properties Trust (“Landlord”) and MPD Medical Associates, P.C. (“Assignor”) and Reproductive Specialists of New York, LLP (“Assignee”).

10.Third Amendment to Lease, dated October 27, 2009, by and between Hub Properties Trust (“Landlord”) and Reproductive Specialists of New York, LLP (“Assignee”).

11.Irrevocable Standby Letter of Credit No.  SB1326940001, dated February 8, 2011, issued by M&T Bank to Hub Properties Trust (“Beneficiary”) for the account of Reproductive Specialists of New York, LLP (“Applicant”) in the amount of $42,000.00 and expiring January 31, 2012.

12.Letter Agreement, dated February 10, 2011, from Kristen Cain, M.D., Reproductive Specialists of New York (“Tenant”) consented to by David M. Lepore, Hub Properties Trust (“Landlord”).  Re:  Consent to cancellation of Letter of Credit Nos. SM202895W and SM202896W.  —Copy

13.Notice of Non-Extension of Standby Letter of Credit No.  SM202895W, dated February 14, 2011, issued by Wells Fargo Bank, N.A., to Hub Properties Trust (“Beneficiary”) for the account of Reproductive Specialists of New York, LLP (“Applicant”).

INDEX

Lease

1.Lease Agreement, dated March 17, 2000, by and between Hub Properties Trust (“Landlord”) and IntegraMed America, Inc. (“Tenant”). Re: Ste. 350

2.Standby Letter of Credit No. YS1135965, dated April 24, 2000, issued by Fleet Bank, National Association to Hub Properties Trust (“Beneficiary”) for the account of IntegraMed America, Inc. (“Tenant”) in the amount of $50,000.00 and expiring September 30, 2001.

3.First Amendment to Lease, dated June 1, 2000, by and between Hub Properties Trust (“Landlord”) and IntegraMed America, Inc. (“Tenant”).

4.Letter, dated September 26, 2000, from Yvonne Saunders, Sr. Lease Analyst, REIT Management & Research, Inc. (“Landlord”) to IntegraMed America, Inc.  Re:  Ste. 350, confirmation of commencement date.

5.Assignment and Assumption of Lease, dated December ___, 2002, by and between IntegraMed America, Inc. (“Assignor”) and MPD Medical Associates, P.C. (“Assignee”).

6.Irrevocable Standby Letter of Credit No.  SM202896W, dated April 22, 2003, issued by Wachovia Bank, National Association to Hub Properties Trust (“Beneficiary”) for the account of MPD Medical Associates, PC (“Applicant”) in the amount of $50,000 and expiring April 22, 2004.

7.Amendment to Irrevocable Standby Letter of Credit No.  SM202896W, dated May 12, 2003, issued by Wachovia Bank, National Association, to Hub Properties Trust (“Beneficiary”).  Re:  Amendment of Exhibit B01, Clause #1.

8.Consent to Assignment of Leases, dated May 20, 2003, by and between Hub Properties Trust (“Landlord”) IntegraMed America, Inc. (“Tenant”) and MPD Medical Associates, P.C. (“Assignee”).

9.Consent to Assignment of Leases, dated April 5, 2007,

by and between Hub Properties Trust (“Landlord”) and MPD Medical Associates, P.C. (“Tenant”) and Reproductive Specialists of New York, LLP (“Assignee”).

10.Second Amendment to Lease, dated October 27, 2009, by and between Hub Properties Trust (“Landlord”) and Reproductive Specialists of New York, LLP (“Assignee”).

11.Letter Agreement, dated February 10, 2011, from Reproductive Specialists of New York, LLP (“Tenant”) consented to by David M. Lepore, Hub Properties Trust (“Landlord”).  Re:  Consent to cancellation of Irrevocable Standby Letters of Credit No.SM202895W and SM202896

12.Notice of  Non-Extension of Standby Letter of Credit No.SM202895W and SM202896, dated February 14, 2011, issued by Wells Fargo Bank, N.A. to Hub Properties Trust (“Beneficiary”) for the account of Reproductive Specialists of New York, LLP (“Applicant”).

INDEX

Lease

1.Storage Lease Agreement, dated December 29, 2000, by and between Hub Properties Trust (“Landlord”) and IntegraMed America, Inc. (“Tenant”).

2.Assignment and Assumption of Lease, dated December ___, 2002, by and between IntegraMed America, Inc. (“Assignor”) and MPD Medical Associates, P.C. (“Assignee”).

3.Consent to Assignment of Leases, dated May 20, 2003, by and among Hub Properties Trust (“Landlord”), IntegraMed America, Inc. (“Tenant”) and MPD Medical Associates, P.C. (“Assignee”).

4.Assignment of Lease, by and between MPD Medical Associates, P.C. (“Assignor”) and Reproductive Specialists of New York, LLP (“Assignee”) —Missing.

5.Consent to Assignment of Leases, dated April 5, 2007, by and between Hub Properties Trust (“Landlord”) and MPD Medical Associates, P.C. (“Tenant”) and Reproductive Specialists of New York, LLP (“Assignee”).

6.First Amendment to Lease of Storage Space, dated October 1, 2009, by and between Hub Properties Trust (“Landlord”) and Reproductive Specialists of New York, LLP (“Tenant”).  Re: Relocation to CO2.

INDEX

Lease

1.Office Building Lease, dated March ___, 1997, by and between Crown Pavilion Associates (“Landlord”) and William T. Ryan, P.C. (“Tenant”).

2.First Amendment to Lease, dated February 13, 2001, by and between Hub Properties Trust (“Landlord”) and William T. Ryan, P.C. (“Tenant”).

3.Second Amendment to Lease, dated March 13, 2006, by and between Hub Properties Trust (“Landlord”) and William T. Ryan, P.C. (“Tenant”).

4.Third Amendment to Lease, dated February 1, 2009, by and between Hub Properties Trust (“Landlord”) and William T. Ryan, P.C. (“Tenant”).

INDEX

Lease

1.Exhibit F — Guaranty, dated December 17, 2001, from Steven S. Shayani, MD (“Guarantor”) to Hub Properties Trust (“Landlord”).

2.Lease Agreement, dated December 17, 2001, by and between Hub Properties Trust (“Landlord”) and Steven S. Shayani, M.D., P.C. (“Tenant”). Re: Ste. 278.

3.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Second Floor Premises, executed July 22, 2002, by and between Hub Properties Trust (“Landlord”) and Steven S. Shayani, M.D. (“Tenant”).

4.First Amendment to Lease, dated March 14, 2005, by and between Hub Properties Trust (“Landlord”) and Steven S. Shayani, M.D., P.C. (“Tenant”). Re: Expansion to Ste. 520.

5.Second Amendment to Lease,dated July 28, 2006, by and between Hub Properties Trust (“Landlord”) and Steven S. Shayani, M.D., P.C. (“Tenant”). Re: Expansion to Ste. 260

6.Third Amendment to Lease, dated September 10, 2007, by and between Hub Properties Trust (“Landlord”) and Steven S. Shayani, M.D., P.C. (“Tenant”). Re: Adding Ste. SW07.

7.Fourth Amendment to Lease, dated November 17, 2008, by and between Hub Properties Trust (“Landlord”) and Steven S. Shayani, M.D., P.C. (“Tenant”).

8.Fifth Amendment to Lease, dated June 5, 2009, by and between Hub Properties Trust (“Landlord”) and Steven S. Shayani, M.D., P.C. (“Tenant”).

9.Guaranty, dated June 5, 2009, from Steven S. Shayani (“Guarantor”) to Hub Properties Trust (“Landlord”).

INDEX

Lease

1.Lease Agreement, dated December 31, 2008, by and between Hub Properties Trust (“Landlord”) and Smith Mazure Director Wilkins Young & Yagerman, P.C. (“Tenant”).

INDEX

Lease

1.Lease Agreement, dated November 14, 2006, by and between Hub Properties Trust (“Landlord”) and Speedy Lien, Inc. (“Tenant”).

INDEX

Lease

1.Agreement of Lease, dated June ___, 2007, by and between Hub Properties Trust (“Landlord”) and State of New York — Executive Department (“Tenant”).

INDEX

Lease

1.Lease of Parking Spaces, dated May 28, 2003, by and between Hub Properties Trust (“Landlord”) and The Polimeni Organization LLC (“Tenant”).

2.First Amendment to Lease of Parking Spaces dated May 23, 2008 by and between Hub Properties Trust (“Landlord”) and The Polimeni Organization LLC (“Tenant”).

INDEX

Lease

1.Lease Agreement, dated December 20, 1999, by and between Hub Properties Trust (“Landlord”) and Torino & Bernstein, P.C. (“Tenant”).

2.First Amendment to Lease, dated June 28, 2006, by and between Hub Properties Trust (“Landlord”) and Torino & Bernstein, P.C. (“Tenant”).

INDEX

Lease

1.Lease Agreement, dated March 29, 2002, by and between Hub Properties Trust (“Landlord) and Thomas A. Toscano, P.C. (“Tenant”).

2.Guaranty, dated March 29, 2002, from Thomas A. Toscano (“Guarantor”) to Hub Properties Trust (“Landlord”)

3.Letter Agreement, dated April 17, 2002, by and between Hub Properties Trust (“Landlord) and Thomas A. Toscano, P.C. (“Tenant”).

4.First Amendment to Lease, dated June 8, 2007, by and between Hub Properties Trust (“Landlord) and Thomas A. Toscano, P.C. (“Tenant”).

5.New First Amendment to Lease, dated December 4, 2007, by and between Hub Properties Trust (“Landlord) and Thomas A. Toscano, P.C. (“Tenant”).

6.Second Amendment to Lease, dated January 11, 2011, by and between Hub Properties Trust (“Landlord) and Thomas A. Toscano, P.C. (“Tenant”). Re:  Expansion to Ste. 265.  Note:  Joinder attached.

INDEX

Lease

1.Storage Lease Agreement, dated July 6, 2001, by and between Hub Properties Trust (“Landlord”) and Thomas A. Toscano, P.C. (“Tenant”) Re: Ste. B06

2.First Amendment to Lease of Storage Space, dated September 7, 2006, by and between Hub Properties Trust (“Landlord”) and Thomas A. Toscano, P.C. (“Tenant”).

3.Second Amendment to Lease of Storage Space, dated June 8, 2007, by and between Hub Properties Trust (“Landlord”) and Thomas A. Toscano, P.C. (“Tenant”).

4.Third Amendment to Lease of Storage Space, dated April 11, 2008, by and between Hub Properties Trust (“Landlord”) and Thomas A. Toscano, P.C. (“Tenant”). Re: Relocation from B06 to B12.

INDEX

Lease

1Lease of Parking Spaces, dated April 22, 2003, by and between Hub Properties Trust (“Landlord”) and United States Trust Company of New York (“Tenant”).

INDEX

Lease

1.Lease of Storage Space, dated October 10, 2000, by and between Hub Properties Trust (“Landlord”) and VeriText New York, L.L.C. (“Tenant”).

2.Lease Agreement, dated September 28, 2001, by and between Hub Properties Trust (“Landlord”) and VeriText LLC (“Tenant”).

3.Confirmation Letter, dated November 30, 2001, from Hub Properties Trust agreed to by VeriText, L.L.C.  Re: 4,718 square feet on second (2nd) floor.

4.First Amendment to Lease of Storage Space, dated February 4, 2002, by and between Hub Properties Trust (“Landlord”) and VeriText, L.L.C. (“Tenant”).

5.Second Amendment to Lease of Storage Space, dated September 5, 2003, by and between Hub Properties Trust (“Landlord”) and VeriText, L.L.C. (“Tenant”).

6.Third Amendment to Lease of Storage Space, dated November 5, 2003, by and between Hub Properties Trust (“Landlord”) and VeriText, L.L.C. (“Tenant”).

7.Letter Agreement, dated July 6, 2005, from VeriText, L.L.C. (“Tenant”) to Hub Properties Trust (“Landlord”). Re: Request of Consent to the Assignment of the Lease Agreement to Buyer.

8.Letter Agreement, dated September 12, 2005, from Hub Properties Trust (“Landlord”) to Veritext, L.L.C. (“Tenant”). Re: Receipt of Officer Certificate for the conversion of VeriText, L.L.C. to VeriText Acquisition Company (“Buyer”).

9.Termination of Lease Agreement, dated October 26, 2005, by and between Hub Properties Trust (“Landlord”) and VeriText Acquisition Company d/b/a VeriText New York Reporting Company (“Tenant”). Note: Termination agreement is for Lease of Storage Space dated October 10, 2000.

10.First Amendment to Lease, dated October 26, 2005, by and between Hub Properties Trust (“Landlord”) and

VeriText Acquisition Company d/b/a VeriText New York Reporting Company (“Tenant”). Note: Storage Space Expansion SW12 — 677 RSF.

11.Second Amendment to Lease, dated July 3, 2006, by and between Hub Properties Trust (“Landlord”) and VeriText Acquisition Company d/b/a VeriText New York Reporting Company (“Tenant”).

INDEX

Lease

1.Office Building Lease, dated July 3, 1998, by and between Crown Pavilion Associates (“Landlord”) and Winthrop University Hospital (“Tenant”). Note: No mention of Exhibit B & C in the document.

2.First Amendment to Lease, dated November 11, 2004, by and between Hub Properties Trust successor in interest to Crown Pavilion Associates (“Landlord”) and Winthrop University Hospital (“Tenant”).

3.Second Amendment to Lease, dated December 27, 2006, by and between Hub Properties Trust (“Landlord”) and Winthrop University Hospital (“Tenant”).

INDEX

Lease

1.Office Building Lease, dated February 23, 1998, by and between Crown Pavilion Associates (“Landlord”) and Winthrop University Hospital (“Tenant”). Note: No mention of Exhibit B in the lease.

2.First Amendment to Lease, dated June 23, 2008, by and between Hub Properties Trust successor in interest to Crown Pavilion Associates (“Landlord”) and Winthrop-University Hospital Association (“Tenant”). Note: Tenant’s name change is not mentioned in the document.

INDEX

Lease

1.Lease Agreement, dated January 18, 2001, by and between Hub Properties Trust (“Landlord”) and Winthrop University Hospital (“Tenant”).

2.First Amendment to Lease, dated June 27, 2011, by and between Hub Properties Trust (“Landlord”) and Winthrop University Hospital (“Tenant”).  Re:  Renewal through September 30, 2021.

INDEX

Lease

1.Lease Agreement, dated May 3, 2004, by and between Hub Properties Trust (“Landlord”) and Winthrop University Hospital (“Tenant”).

INDEX

Lease

1.Office Building Lease, dated ________, 1996, by and between Crown Pavilion Associates (“Landlord”) and Winthrop University Hospital (“Tenant”).

2.Office Building Lease, dated July ___, 1997, by and between Crown Pavilion Associates (“Landlord”) and Winthrop University Hospital (“Tenant”). Note: No mention of Exhibit B in the document.

3.First Amendment to Lease, dated July 30, 2007, by and between Hub Properties Trust successor in interest to Crown Pavilion Associates (“Landlord”) and Winthrop University Hospital (“Tenant”).

4.Letter Agreement, dated June 23, 2008, from Jennifer B. Clark, Senior Vice President, Hub Properties Trust (“Landlord”), acknowledged and agreed to by John Collins, COO, Winthrop University Hospital (“Tenant”).  Re:  Extension of lease.

5.Second Amendment to Lease, dated January 13, 2009, by and between Hub Properties Trust (“Landlord”) and Winthrop University Hospital Association also known as Winthrop-University Hospital (“Tenant”). Re: Relocation from Ste. # 125 to Ste. 370. Note: Tenant’s name changed.

INDEX

Lease

1.Lease Agreement, dated February ___, 2000, by and between Hub Properties Trust (“Landlord”) and Winthrop University Hospital (“Tenant”).

2.First Amendment to Lease, dated April 11, 2011, by and between Hub Properties Trust (“Landlord”) and Winthrop University Hospital (“Tenant”). Re: Ste. 450 renewal through May 31, 2021.

INDEX

Lease

1.Lease Agreement, dated April 11, 2011, by and between Hub Properties Trust (“Landlord”) and Winthrop University Hospital (“Tenant”). Re: Ste. 455.

INDEX

Lease

1.Lease of Storage Space, dated May 1, 2001, by and between Hub Properties Trust (“Landlord”) and Winthrop University Hospital (“Tenant”).

2.First Amendment to Lease of Storage Space, dated December 27, 2006, by and between Hub Properties Trust (“Landlord”) and Winthrop University Hospital (“Tenant”). Re: Ste. B01.

INDEX

Lease

1.Lease of Parking Spaces,dated June 11, 2010, by and between Hub Properties Trust (“Landlord”) and Winthrop University Hospital (“Tenant”).  Re:  Ste. P02

SCHEDULE C

Form of Deed

BARGAIN AND SALE DEED THIS INDENTURE, made the l1th day of June, 1999, between CROWN PAVILION ASSOCIATES, a New York general partnership having a place of business at c/o Crown Properties, Inc., 400 Garden City Plaza, Suite 111, Garden City, New York 11530, party of the first part, and PROPERTIES TRUSTC, a Maryland real estate investment trust having a place of business at 400 Centre Street, Newton, MA 02158, party of the second part, WITNESSETH, that the party of the first part, in consideration of TEN DOLLARS and other valuable consideration paid by the party of the second part, does hereby grant and release unto the party of the second part, the heirs or successors and assigns of the party of the second part forever, ALL that certain plot of land, with the buildings and improvements thereon erected, as more particularly described on Exhibit A attached hereto, subject to those matters more particularly described on Exhibit B attached hereto. TO HAVE AND TO HOLD the premises granted unto the party ofthe second part, the heirs or successors and assigns of the party of the second part forever. AND the party of the first part covenants that the party of the first part has not done or suffered anything whereby the said premises have been encumbered in any way whatever, except as set forth in Exhibit B attached hercto. AND the party of the first part, in compliance with Section 13 of the Lien Law, covenants that the party of the first part will receive the consideration for this conveyance and will hold the right to receive such consideration as a trust fund to be applied first for the purpose of paying the cost of the improvement and will apply the same first to the payment of the cost of the improvement before using any part of the total of the same for any other purpose. IN WITNESS WHEREOF, the party of the first part has duly executed this deed the day and year first above written. GRANTOR: CROWN PAVILION ASSOCIATES, a New York general partnership By: Crown Pavilion Limited Partnership, its general partner By: Name Davar Rad Title President

State of New York ) ss: County of New York ) On the 10th day of June in the year 1999, before me personally appeared Davar Rad, President of Crown Pavilion Corp., the general partner of Crown Pavilion Limited Partnership, partner of Crown Pavilion Associates, to be known and known by me to be the party executing the foregoing instrument for and on behalf of said corporation and he acknowledged said instrument by him/her executed, to be his free act and deed in his capacity as president aforesaid, and the free act and deed of said corporation. Notary Public ERIC HOBERMAN Notary Public, State of New York No. 02HO6021924 Qualified in New York Country Commission Expires March 22, 2001

EX-10.4

Exhibit 10.4

[5823 Wildwaters Parkway, Dewitt, NY]

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

September 20, 2011

[5823 Wildwaters Parkway, Dewitt, NY]

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	3
3.1	Title	3
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	6
5.3	Other Conditions	6
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	7
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	10
7.2	Action of the Purchaser	10
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	11
8.1	Approval of Agreements	11
8.2	Operation of Property	11
8.3	Compliance with Laws, Etc.	11
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12

9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	17
12.1	Allocation of Liability	17
12.2	Brokers	18
12.3	Publicity	18
12.4	Notices	18
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	20
12.7	Severability	20
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	21
12.10	Section and Other Headings	21
12.11	Time of Essence	21
12.12	Governing Law	21
12.13	Arbitration	21
12.14	Like Kind Exchange	25
12.15	Recording	25
12.16	Non-liability of Trustees of Seller	25
12.17	Non-liability of Trustees of Purchaser	25
12.18	Waiver and Further Assurances	26

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[5823 Wildwaters Parkway, Dewitt, NY]

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of September 20, 2011, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES 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 Six Million Two Hundred Forty Five Thousand Eight Hundred Dollars ($6,245,800).

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.

2.1Purchase 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 December 31, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3Purchase Price.

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

(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.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an

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“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 (5th) 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 examinations, surveys, environmental assessments, building

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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 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;

(c)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);

(d)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;

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

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

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(g)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.

SECTION 5.CONDITIONS TO SELLER’S 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 have delivered 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

6

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.  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.  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 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

7

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 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

8

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 one (1) year, 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 one (1) year 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

9

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 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:

7.1Status 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

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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 one (1) year, 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 one (1) year 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

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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.

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

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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 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

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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 allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and 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 any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2011 capital expenditure budget previously prepared by the Seller (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(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

14

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).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  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 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

15

percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)Except as otherwise set forth in this Section 9.2, 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 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 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 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

16

(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 material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), 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 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

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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 or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, 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 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

18

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 CommonWealth REIT

Two Newton Place

255 Washington Street, Suite 300

Newton, Massachusetts 02458-1632

Attn:  Mr. John C. Popeo

Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, 34th Floor

Los Angeles, California 90071

Attn:  Meryl K. Chae, Esq.

Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust

Two Newton Place

255 Washington Street, Suite 300

Newton, Massachusetts 02458-1632

Attn:  Mr. David J. Hegarty

Telecopier No. (617) 796-8349

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 successors 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

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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 12.14, 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 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

20

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 Complete Agreement, 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.

12.10Section 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.

12.11Time 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.

12.12Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.13Arbitration.

(a)Any disputes, claims or controversies between the Seller and the Purchaser (i) arising out of or relating to this Agreement, or (ii) brought by or on behalf of any shareholder of the Seller or the Purchaser (which, for purposes of this Section 12.13, shall mean any shareholder of record or any beneficial owner of shares of the Seller or the Purchaser, or any former shareholder of record or

21

beneficial owner of shares of the Seller or the Purchaser), either on his, her or its own behalf, on behalf of the Seller or the Purchaser or on behalf of any series or class of shares of the Seller or the Purchaser or shareholders of the Seller or the Purchaser against the Seller or the Purchaser or any trustee, director, officer, manager (including Reit Management & Research LLC or its successor), agent or employee of the Seller or the Purchaser, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration agreement, the declaration of trust, limited liability company agreement, partnership agreement or analogous governing instruments, as applicable, of the Purchaser or the Seller, or the bylaws of the Purchaser or the Seller (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 12.13.  For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, directors, officers or managers of the Seller or the Purchaser and class actions by a shareholder against those individuals or entities and the Seller or the Purchaser.  For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

(b)There shall be three arbitrators.  If there are only two parties to the Dispute (with, for purposes of this Section 12.13, any and all parties involved in the Dispute and owned by the same ultimate parent entity treated as one party), each party shall select one arbitrator within 15 days after receipt of a demand for arbitration.  Each party shall be entitled to appoint as its party appointed arbitrator an affiliated or interested person of such party.  If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator within 15 days after receipt of a demand for arbitration.  The respondents, on the one hand, and the claimants, on the other hand, shall each be entitled to appoint as its party appointed arbitrator an affiliated or

22

interested person of such party.  If either a claimant (or all claimants) or a respondent (or all respondents) fails to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request the AAA to provide a list of three proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten days from the date the AAA provides such list to select one of the three arbitrators proposed by AAA.  If such party (or parties) fails to select such arbitrator by such time, the party (or parties) who has appointed the first arbitrator shall then have ten days to select one of the three arbitrators proposed by AAA to be the second arbitrator; and, if he/they should fail to select such arbitrator by such time, the AAA shall select, within 15 days thereafter, one of the three arbitrators it had proposed as the second arbitrator.  The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 15 days of the appointment of the second arbitrator.  If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

(c)The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

(d)There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

(e)In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts.  Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

(f)Except to the extent expressly provided by

23

Section 12.2 or as otherwise agreed by the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of the Seller’s or the Purchaser’s award to the claimant or the claimant’s attorneys.  Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

(g)An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators.  Judgment upon the Award may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

(h)Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset.  Each party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.

(i)This Section 12.13 is intended to benefit and be enforceable by the shareholders, trustees, directors, officers, managers (including Reit Management & Research LLC or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights

24

to indemnification or contribution that such individuals or entities may have by contract or otherwise.

12.14Like 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 or other operative conveyance instrument, 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.

12.15Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.16Non-liability of Trustees of Seller.  The Declaration of Trust establishing 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.

12.17Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments

25

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

12.18Waiver and Further Assurances.  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.  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.

[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 PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ John C. Popeo
Name:	John C. Popeo
Its:	Treasurer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
Name:	David J. Hegarty
Its:	President

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SCHEDULE A

Land

[See attached legal description.]

Enterprise office Building 5823 Widewaters Partway NEC Dewitt, New York Legal Description ALL that track or parcel of land, situate, in the Town of Dewitt, County of Onondaga and State of New York, being part of Lot 51 in said Town and being more specifically described as follows: BEGINNING at the intersection of the westerly line of Enterprise Parkway with the northerly line of Towpath Road; RUNNING THENCE South 66 degrees 50 minutes 26 seconds West a distance of 17.84 feet along the northerly line of Towpath Road to an angle point; THENCE North 20 degrees 27 minutes 24 seconds West a distance of 12.89 feet along the northerly line of Towpath Road to an angle point; THENCE South 65 degrees 57 minutes 09 seconds West a distance of 181.15 feet along the northerly line of Towpath Road to an angle point; THENCE South 67 degrees 09 minutes 01 seconds West a distance of 261.08 feet along the northerly line of Towpath Road to a point; THENCE South 66 degrees 58 minutes 01 seconds West a distance 239.0 feet along the northerly line of Towpath Road to a point; THENCE South 55 degrees 08 minutes 01 seconds West a distance of 8.39 feet along the northerly line of Towpath Road to a point; THENCE North 3 degrees 22 minutes 26 seconds East a distance of 671.95 feet to a point; THENCE South 85 degrees 38 minutes 00 seconds East a distance of 563.31 feet to a point in the westerly line of Enterprise Parkway; THENCE South 4 degrees 22 minutes 00 seconds West a distance of 74.5 feet along the westerly line of Enterprise Parkway to a point of curve; THENCE on a curve to the left with a radius of 280.0 feet a distance of 92.20 feet along the westerly line of Enterprise Parkway to a point; THENCE South 14 degrees 30 minutes 00 seconds East a distance of 200.12 feet along the westerly line of Enterprise Parkway to the place of BEGINNING. Together with all right, title and interest of, in and to any streets and roads abutting the above described premises, to the center line thereof. ii

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

1.Lease Agreement dated February 25, 2008 by and between Hub Properties Trust (“Landlord”) and 3PD, Inc. and 3PD Holding, Inc. (“Tenant”).

INDEX

Lease

1.Exhibit F — Guaranty of Lease, dated October 8, 1993, from Joseph A Pinkes, Michael Brodowski and J. Christopher Stringer (“Guarantors”) to Enterprise Road Associates (“Landlord”).

2.Standard Office Space Lease, dated October 18, 1993, by and between Enterprise Road Associates (“Landlord”) and CNY Internists, (“Tenant”).

3.Lease Modification Agreement #1, dated April 7, 1994, by and between Enterprise Road Associates (“Landlord”) and CNY Internists, (“Tenant”).

4.Stipulation of Term of Lease, dated April 7, 1994, by and between Enterprise Road Associates (“Landlord”) and CNY Internists, (“Tenant”). The Commencement Date is December 3, 1993 and the Original Term shall expire February 28, 2006.

5.Lease Modification Agreement #2, dated January 16, 1996, by and between Enterprise Road Associates (“Landlord”) and CNY Internists, (“Tenant”).

6.Assignment of Lease and Assumption Agreement, dated February 13, 1997, by and between Enterprise Road Associates (“Landlord”) and CNY Internists, P.C. successor-in-interest to CNY Internists (“Tenant”).

7.Lease Modification Agreement, dated February 6, 2004, by and between Enterprise Road Associates (“Landlord”) and CNY Internists, P.C. (“Tenant”).

INDEX

Lease

1.Standard Office Space Lease, dated June 17, 2004, by and between Enterprise Road Associates (“Landlord”) and Crouse Hospital, Inc. (“Tenant”).

2.Stipulation of Term of Lease, dated January 19, 2005, by and between Enterprise Road Associates (“Landlord”) and Crouse Hospital, Inc. (“Tenant”). Re: The Commencement Date is October 1, 2004 and the Original Term shall expire September 30, 2014.

3.Lease Modification Agreement #1, dated May 4, 2005, by and between Enterprise Road Associates (“Landlord”) and Crouse Hospital, Inc. (“Tenant”).

INDEX

Lease

1.Lease Agreement, dated October 23, 2008, by and between Hub Properties Trust (“Landlord”) and GBG of New York, Inc. d/b/a GBG, Inc. (“Tenant”).

INDEX

Lease

1.Exhibit F — Guaranty of Lease, dated April 13, 2005, from Irving G. Raphael, Wayne A. Eckhardt, Michael P. Nancollas, Carri A. Jones and Daniel C. Wnorowski (“Guarantors”) to Enterprise Road Associates (“Landlord”).

2.Office Space Lease, dated May 4, 2005, by and between Enterprise Road Associates (“Landlord”) and Orthopaedic Associates, LLP (“Tenant”).     Note: Name of Tenant is correctly spelled as per the document.

SCHEDULE C

Form of Deed

ONONDAGA COUNTY CLERK’S OFFICE M- ANN CIARPELLI - COUNTY CLERK 401 Montgomery St - Room 200 Syracuse NY 13202 Phone: 315-435-2226 Fax: 315-435-3455 Submitted by: SJH - MARIANNE Document type: DEED Grantor: ENTERPRISE ROAD ASSOCIATES Grantee: HUB PROPERTIES TRUST Legal desc: DEW L51 Prop addr: 5823 WIDEWATERS PARKWAY RECORDING FEES Add1 pages: 3x3.00 $ 9.00 Add1 names: x $ Add1 refs: x $ Misc: $ Basic: $ 8.50 Total: $ 17.50 Receipt: 506326 DW Instrument: 0343406 Book/Page: 04933/0212 Date filed: 03/28/2006 at 11:35AM Updated: 03/30/2006 DA Record and return to: ELIZABETH WIGON ESQ SULLIVAN & WORCESTER LLP ONE POST OFFICE SO BOSTON MA 02109 MISCELLANEOUS FEES RMI: $ 20.00 TP 584: $ 5.00 RF5217: $ 165.00 Affts: $ Total: $ 190.00 MORTGAGE TAX Mortgage: $ Basic: $ Insurance fund: $ Net add: $ Misc: $ Total: $ DEED TRANSFER TAX Consideration:$ 6,664,500.00 Transfer tax: $ 26,658.00 SWIS: 312689 Map #: 053.-02-01.4 TOTAL PAID: $26,865.50 Control no: 11151 WARNING - This sheet constitutes the Clerk’s endorsement, required by Section 319 of the Real Property Law of the State of New York. Do not detach. Taxes imposed on this instrument at time of recording were paid. Certain information contained in this document is not verified by this office. M. ANN CIARBELLI Onondaga County Clerk

LAWYERS TITLE INS. CORP. BARGAIN AND SALE DEED THIS INDENTURE, made as of the 14th day of March, 2006. BETWEEN: ENTERPRISE ROAD ASSOCIATES, a New York general partnership, having an office at Post Office Box 3, 5786 Widewaters Parkway, DeWitt, New York 13214, (“Grantee”) AND: HUB PROPERTIES TRUST, a Maryland real estate investment trust having its principal place of business at 400 Centre Street, Newton, Massachusetts 02458-2076, (“Grantee”) WITNESSETH, that Grantor, in consideration of Ten and 00/100 Dollars ($10.00) and other good and valuable consideration paid by Grantee does hereby grant and release unto Grantee, the heirs or successors and assigns of Grantee forever: ALL THAT TRACT OR PARCEL OF LAND situate in the Town of Dewitt, County of Onondaga and State of New York being mere particularly described on Schedule A annexed hereto and made a part hereof. SUBJECT to casements, covenants and restrictions of record, if any. TOGETHER with the appurtenances and all the estate and rights of Grantor in and to said premises. TO HAVE AND TO HOLD the premises herein granted unto Grantee, its successors and assigns forever. AND Grantor covenants, that Grantor has not done or suffered anything whereby the said premises have been encumbered in any way whatever, except as aforesaid. AND Grantor, in compliance with Section 13 of the Lien Law, covenants that Grantor will receive the consideration for this conveyance and will hold the right to receive such consideration as a trust fund to be applied first for the purpose of paying the cost of the improvement and will apply the same first to the payment of the cost of the improvement before using any part of the total of the same for any other purpose. The words “Grantor” or “Grantee” shall be construed to read in the plural whenever the sense of this deed so requires. BEING THE SAME PREMISES conveyed by Onondaga County Industrial Development Agency to Grantor by deed dated August 31, 1993 recorded November 1, 1993 in the Onondaga County Clerk’s Office in Book 3882 of Deeds as Page 243.

IN WITNESS WHEREOF. Grantor has executed this instrument as of the date and year first above written. ENTERPRISE ROAD ASSOCIATES By: Joseph R. Scuderi Name: Joseph R. Scuderi Title: Authorized Person ACKNOWLEDGMENT STATE OF NEW YORK) COUNTY OF ONONDAGA) SS On the 8 day of March, 2006, before me, the undersigned, a notary public in and for said State; personally appeared JOSEPH R. SCUDERI, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity and that by this signature on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed this instrument. Notary Public PAUL M.REGAN Notary Public in the State of New York Qualified in Madison County No. 4798894 My Commission Expires 11.30. RECORD & RETURN TO: Elizabeth Wigon, Esq Sullivan & Worcester, LLP One Post Office Square Boston, Massachusetts 02109 TITLE NO. LT05-0517 SECTION 053 BLCOK 02 LOT 14

Enterprise Office Building 5823 Widewaters Parkway NEC Dewitt, New York Legal Description ALL that tract or parcel of land, sltuate, in the Town of Dewitt, County of Onondaga and State of New York, being part of Lot 51 in said Town and being more specifically described as follows: BEGINNING at the intersection of the westerly line of Enterprise Parkway with the northerly line of Towpath Road; RUNNING THENCE South 66 degrees 50 minutes 26 seconds West a distance of 17.84 feet along the northerly line of Towpath Road to an angle point; THENCE North 20 degrees 27 minutes 24 seconds West a distance of 12.89 feet along the northerly line of Towpath Road to an angle point; THENCE South 65 degrees 57 minutes 09 seconds West a distance of 181.15 feet along the northerly line of Towpath Road to an angle point; THENCE South 67 degrees 09 minutes 01 seconds West a distance of 261.08 feet along the northerly line of Towpath Road to a point; THENCE South 66 degrees 58 minutes 01 seconds West a distance of 239.0 feet along the northerly line of Towpath Road to a point; THENCE South 55 degrees 08 minutes 01 seconds West a distance of 8.39 feet along the northerly line of Towpath Road to a point; THENCE North 3 degrees 22 minutes 26 seconds East a distance of 671.95 feet to a point; THENCE South 85 degrees 38 minutes 00 seconds East a distance of 563.31 feet to a point in the westerly line of Enterprise Parkway; THENCE South 4 degrees 22 minutes 00 seconds West a distance of 74.5 feet along the westerly line of Enterprise Parkway to a point of curve; THENCE on a curve to the left with a radius of 280.0 feet a distance of 92.20 feet along the westerly line of Enterprise Parkway to a point; THENCE South 14 degrees 30 minutes 00 seconds East a distance of 200.12 feet along the westerly line of Enterprise Parkway to the place of BEGINNING. Together with all right, title and interest of, in and to any streets and roads abutting the above described premises, to the center line thereof.

EX-10.5

Exhibit 10.5

[1615 Lakeside Dr., Waukegan, IL]

PURCHASE AND SALE AGREEMENT

by and between

HUB MID-WEST LLC,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

September 20, 2011

[1615 Lake Dr., Waukegan, IL]

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	10
7.2	Action of the Purchaser	10
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	11
8.1	Approval of Agreements	11
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
SECTION 9.	APPORTIONMENTS	12

9.1	Real Property Apportionments	12
9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	17
12.1	Allocation of Liability	17
12.2	Brokers	18
12.3	Publicity	18
12.4	Notices	18
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	20
12.7	Severability	20
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	21
12.10	Section and Other Headings	21
12.11	Time of Essence	21
12.12	Governing Law	21
12.13	Arbitration	21
12.14	Like Kind Exchange	25
12.15	Recording	25
12.16	Non-liability of Trustees of Purchaser	25
12.17	Waiver and Further Assurances	26

2

[1615 Lake Dr., Waukegan, IL]

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of September 20, 2011, by and between HUB MID-WEST LLC, a Maryland limited liability company (the “Seller”), and SENIOR HOUSING PROPERTIES 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 Nine Hundred Seventy Nine Thousand Nine Hundred Dollars ($14,979,900).

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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 December 31, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3Purchase Price.

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

(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 ten (10) 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 (5th) 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

4

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 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;

(c)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);

(d)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;

5

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

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

(g)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.

SECTION 5.CONDITIONS TO SELLER’S 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 have delivered 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.

6

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.  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.  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 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

7

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 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

8

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 one (1) year, 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 one (1) year 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

9

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 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:

7.1Status 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

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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 one (1) year, 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 one (1) year 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.

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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.

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;

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(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 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

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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 allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and 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 any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2011 capital expenditure budget previously prepared by the Seller (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall

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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).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  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 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

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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)Except as otherwise set forth in this Section 9.2, 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 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 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 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

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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 material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), 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 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,

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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 or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, 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 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

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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 CommonWealth REIT
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458-1632
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

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

if to the Purchaser, to:

Senior Housing Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458-1632
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

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 successors and assigns shall have the right from time to time and at any time during the

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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 12.14, 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 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,

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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 Complete Agreement, 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.

12.10Section 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.

12.11Time 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.

12.12Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.13Arbitration.

(a)Any disputes, claims or controversies between the Seller and the Purchaser (i) arising out of or relating to this Agreement, or (ii) brought by or on behalf of any shareholder of the Seller or the Purchaser (which, for purposes of this Section 12.13, shall mean any shareholder of record or any beneficial owner of shares of the Seller

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or the Purchaser, or any former shareholder of record or beneficial owner of shares of the Seller or the Purchaser), either on his, her or its own behalf, on behalf of the Seller or the Purchaser or on behalf of any series or class of shares of the Seller or the Purchaser or shareholders of the Seller or the Purchaser against the Seller or the Purchaser or any trustee, director, officer, manager (including Reit Management & Research LLC or its successor), agent or employee of the Seller or the Purchaser, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration agreement, the declaration of trust, limited liability company agreement, partnership agreement or analogous governing instruments, as applicable, of the Purchaser or the Seller, or the bylaws of the Purchaser or the Seller (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 12.13.  For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, directors, officers or managers of the Seller or the Purchaser and class actions by a shareholder against those individuals or entities and the Seller or the Purchaser.  For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

(b)There shall be three arbitrators.  If there are only two parties to the Dispute (with, for purposes of this Section 12.13, any and all parties involved in the Dispute and owned by the same ultimate parent entity treated as one party), each party shall select one arbitrator within 15 days after receipt of a demand for arbitration.  Each party shall be entitled to appoint as its party appointed arbitrator an affiliated or interested person of such party.  If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator within 15 days after receipt of a demand for arbitration.  The respondents, on the one hand, and the claimants, on the other hand, shall each be entitled to

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appoint as its party appointed arbitrator an affiliated or interested person of such party.  If either a claimant (or all claimants) or a respondent (or all respondents) fails to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request the AAA to provide a list of three proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten days from the date the AAA provides such list to select one of the three arbitrators proposed by AAA.  If such party (or parties) fails to select such arbitrator by such time, the party (or parties) who has appointed the first arbitrator shall then have ten days to select one of the three arbitrators proposed by AAA to be the second arbitrator; and, if he/they should fail to select such arbitrator by such time, the AAA shall select, within 15 days thereafter, one of the three arbitrators it had proposed as the second arbitrator.  The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 15 days of the appointment of the second arbitrator.  If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

(c)The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

(d)There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

(e)In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts.  Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

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(f)Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of the Seller’s or the Purchaser’s award to the claimant or the claimant’s attorneys.  Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

(g)An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators.  Judgment upon the Award may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

(h)Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset.  Each party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.

(i)This Section 12.13 is intended to benefit and be enforceable by the shareholders, trustees, directors, officers, managers (including Reit Management & Research LLC or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in

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addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.

12.14Like 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 or other operative conveyance instrument, 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.

12.15Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.16Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, 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 Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

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12.17Waiver and Further Assurances.  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.  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.

[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 MID-WEST LLC, a Maryland limited liability company
By:	/s/ John C. Popeo
Name:	John C. Popeo
Its:	Treasurer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
Name:	David J. Hegarty
Its:	President

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SCHEDULE A

Land

[See attached legal description.]

1615 LAKESIDE STREET WAUKEGAN, IL LEGAL DESCRIPTION Lakeside II, Waukegan, Illinois: PARCEL 1: LOTS 57 THROUGH 64, BOTH INCLUSIVE, IN AMHURST LAKE BUSINESS PARK PHASE ONE, BEING A SUBDIVISION OF PARTS OF THE SOUTHWEST 1/4 OF SECTION 31, TOWNSHIP 45 NORTH, RANGE 12, THE SOUTHEAST 1/4 OF SECTION 36, TOWNSHIP 45 NORTH, RANGE 11, THE NORTHEAST 1/4. OF SECTION 1, TOWNSHIP 44 NORTH, RANGE 11 AND THE NORTHWEST 1/4 OF SECTION 6 TOWNSHIP 44 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED SEPTEMBER 7, 1989 AS DOCUMENT 2828136 AND CORRECTED BY CERTIFICATE OF CORRECTION RECORDED OCTOBER 3,1989 AS DOCUMENT 2837031, IN LAKE COUNTY, ILLINOIS. PARCEL 1A: EASEMENT FOR THE BENEFIT OF PARCEL 1 FOR INGRESS AND EGRESS AS GRANTED BY INSTRUMENT DATED JANUARY 30, 1998 AND RECORDED FEBRUARY 24, 1998 AS DOCUMENT 4091410, IN LAKE COUNTY, ILLINOIS. P.I.N.s: 07-36-403-034 (Part of Lot 57) 08-31-302-012 (Par of Lot 57) 07-36-403-035 (Part of Lot 58) 08-31-302-013 (Part of Lot 58) 07-3 6-403 -036 (Part of Lot 59) 08-31-302-014 (Part of Lot 59) 07-36-403-037 (Part of Lot 60) 08-31-302-015 (Part of Lot 60) 07-36-403-038 (Part of Lot 61) 08-31-302-016 (Part of Lot 61) 07-36-403-039 (Part of Lot 62) 08-31-302-017 (Part of Lot 62) 07-36-403-040 (Part of Lot 63) 08-31-302-018 (Part of Lot 63) 07-36-403-041 (Pan of Lot 64) 08-31-302-019 (Part of Lot 64) ii

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

1.Lease Agreement, dated August 20, 1999, by and between Amli Commercial Properties Limited Partnership (“Landlord”) and Abbott Laboratories (“Tenant”).

2.First Amendment to Lease, dated January 20, 2000, by and between Amli Commercial Properties Limited Partnership (“Landlord”) and Abbott Laboratories (“Tenant”).

3.Second Amendment to Lease, dated December 29, 2000, by and between Amli Commercial Properties Limited Partnership (“Landlord”) and Abbott Laboratories (“Tenant”).

4.Third Amendment to Lease, (Lakeside Point II) and (Seventh Amendment to Lease (Lakeside Point I)) dated May 14, 2003, by and between The Prudential Insurance Company of America, successor in interest to Amli Commercial Properties Limited Partnership (“Landlord”) and Abbott Laboratories (“Tenant”).

5.Fourth Amendment to Lease, dated February 28, 2004, POI Lakeside Point Trust I, successor in interest to Prudential Insurance Company of America (“Landlord”) and Abbott Laboratories (“Tenant”).

6.Fifth Amendment to Lease, dated April 22, 2008, by and between Hub Mid-West LLC, successor in interest to POI Lakeside Point Trust I (“Landlord”) and Abbott Laboratories (“Tenant”).

7.Sixth Amendment to Lease, dated September 27, 2010, by and between Hub Mid-West LLC (“Landlord”) and Abbott Laboratories (“Tenant”).

SCHEDULE C

Form of Deed

Document Prepared by: Louis S. Cohen DLA Piper Rudnick Gray Cary US LLP 203 North LaSalle Street Suite 1800 Chicago, IL 60601 Record and Return to : Richard Gordet Ropes & Gray LLP One International Place Boston, MA 02110-2024 This space reserved for Recorder’s use only. DEED POI-Lakeside Point Trust, a Maryland real estate investment trust (“Grantor”), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration paid in hand to Grantor by Hub Mid-West LLC, a Maryland limited liability company (“Grantee”), the receipt and sufficiency of which is hereby acknowledged, has GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents does GRANT, BARGAIN, SELL and CONVEY unto Grantee all of Grantor’s right, title and interest in and to that certain parcel of land located Lake County, Illinois, and legally described in Exhibit A attached hereto and Incorporated herein by this reference, together with all buildings, improvements and fixtures located thereon and owned by Grantor as of the date hereof and all rights, privileges and appurtenances pertaining thereto including all of Grantor’s right, title and .interest in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto (herein collectively called the “Real Property”). This conveyance is made by Grantor and accepted by Grantee subject to all covenants, conditions, restrictions, and other matters listed on Exhibit B attached hereto and incorporated herein by this reference (the “Permitted Exceptions”). TO HAVE AND TO HOLD the Real Property together with all improvements located thereon all and singular the rights and appurtenances thereto in anywise belonging, subject to the Permitted Exceptions, unto Grantee, its legal representatives, successors and assigns, and Grantor does hereby bind itself, its legal representatives, successors and assigns, to WARRANT and FOREVER DEFEND all and singular the Real Property unto the Grantee, its legal representatives, successors and assigns, against Grantor and every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise, subject to the Permitted Exceptions. If any term or provision of this Deed or the application thereof to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Deed or the

application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Deed shall be valid and enforced to the fullest extent permitted by law. [Signature page follows.]

IN WITNESS WHEREOF, this Deed has been executed by Grantor as of the 12 day of December 2005 to be effective as of the 14 day of December, 2005. POI — LAKESIDE POINT TRUST, a Maryland real estate investment trust By: Name: LAWRENCE J. KRUEGER Title: Executive vice President

STATE OF Illinois § § COUNTY OF Cook § On December 12, 2005, before me, the undersigned, a notary public in and for said State, personally appeared Lawrence J. Krueger, as Executive Vice President of POI-Lakeside Point Trust, a Maryland real estate investment trust, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person (s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that, by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. , Notary Public My Commission Expires: 8/18/08 OFFICIAL SEAL PATRICIA B INDELLl NOTARY PUBLIC STATE OF ILLINOIS MY COMMISSION EXPRESS: 08/18/08

EX-10.6

Exhibit 10.6

[1675 Lakeside Dr., Waukegan, IL]

PURCHASE AND SALE AGREEMENT

by and between

HUB MID-WEST LLC,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

September 20, 2011

[1675 Lakeside Dr., Waukegan, IL]

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	3
3.1	Title	3
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	6
5.3	Other Conditions	6
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	7
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	10
7.2	Action of the Purchaser	10
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	11
8.1	Approval of Agreements	11
8.2	Operation of Property	11
8.3	Compliance with Laws, Etc.	11
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
SECTION 9.	APPORTIONMENTS	12

9.1	Real Property Apportionments	12
9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	17
12.1	Allocation of Liability	17
12.2	Brokers	18
12.3	Publicity	18
12.4	Notices	18
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	20
12.7	Severability	20
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	21
12.10	Section and Other Headings	21
12.11	Time of Essence	21
12.12	Governing Law	21
12.13	Arbitration	21
12.14	Like Kind Exchange	25
12.15	Recording	25
12.16	Non-liability of Trustees of Purchaser	25
12.17	Waiver and Further Assurances	25

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[1675 Lakeside Dr., Waukegan, IL]

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of September 20, 2011, by and between HUB MID-WEST LLC, a Maryland limited liability company (the “Seller”), and SENIOR HOUSING PROPERTIES 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 Fifteen Million Sixty Three Thousand Four Hundred Dollars ($15,063,400).

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 December 31, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3           Purchase Price.

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

(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 ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an

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“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 (5th) 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

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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 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;

(c)         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);

(d)        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;

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

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

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(g)        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’S 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 have delivered 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

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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.  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.  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

7

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 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

8

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 one (1) year, 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 one (1) year 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

9

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 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 limited by bankruptcy, insolvency, reorganization, moratorium or

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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 one (1) year, 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 one (1) year 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.

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

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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.

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

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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 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

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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 allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and 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 any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)        Amounts payable after the date hereof on account of capital expenditures under the 2011 capital expenditure budget previously prepared by the Seller (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(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

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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).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  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 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

15

percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)         Except as otherwise set forth in this Section 9.2, 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 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 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 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

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(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 material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), 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 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

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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 or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, 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 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

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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 CommonWealth REIT
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts  02458-1632
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

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

if to the Purchaser, to:

Senior Housing Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts  02458-1632
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

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 successors 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

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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 12.14, 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 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

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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 Complete Agreement, 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.

12.10Section 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.

12.11Time 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.

12.12Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.13Arbitration.

(a)Any disputes, claims or controversies between the Seller and the Purchaser (i) arising out of or relating to this Agreement, or (ii) brought by or on behalf of any shareholder of  the Seller or the Purchaser (which, for purposes of this Section 12.13, shall mean any shareholder of record or any beneficial owner of shares of the Seller or the Purchaser, or any former shareholder of record or

21

beneficial owner of shares of the Seller or the Purchaser), either on his, her or its own behalf, on behalf of the Seller or the Purchaser or on behalf of any series or class of shares of the Seller or the Purchaser or shareholders of the Seller or the Purchaser against the Seller or the Purchaser or any trustee, director, officer, manager (including Reit Management & Research LLC or its successor), agent or employee of the Seller or the Purchaser, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration agreement, the declaration of trust, limited liability company agreement, partnership agreement or analogous governing instruments, as applicable, of the Purchaser or the Seller, or the bylaws of the Purchaser or the Seller (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 12.13.  For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, directors, officers or managers of the Seller or the Purchaser and class actions by a shareholder against those individuals or entities and the Seller or the Purchaser.  For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

(b)There shall be three arbitrators.  If there are only two parties to the Dispute (with, for purposes of this Section 12.13, any and all parties involved in the Dispute and owned by the same ultimate parent entity treated as one party), each party shall select one arbitrator within 15 days after receipt of a demand for arbitration.  Each party shall be entitled to appoint as its party appointed arbitrator an affiliated or interested person of such party.  If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator within 15 days after receipt of a demand for arbitration.  The respondents, on the one hand, and the claimants, on the other hand, shall each be entitled to appoint as its party appointed arbitrator an affiliated or

22

interested person of such party.  If either a claimant (or all claimants) or a respondent (or all respondents) fails to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request the AAA to provide a list of three proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten days from the date the AAA provides such list to select one of the three arbitrators proposed by AAA.  If such party (or parties) fails to select such arbitrator by such time, the party (or parties) who has appointed the first arbitrator shall then have ten days to select one of the three arbitrators proposed by AAA to be the second arbitrator; and, if he/they should fail to select such arbitrator by such time, the AAA shall select, within 15 days thereafter, one of the three arbitrators it had proposed as the second arbitrator.  The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 15 days of the appointment of the second arbitrator.  If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

(c)The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

(d)There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

(e)In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts.  Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

(f)Except to the extent expressly provided by

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Section 12.2 or as otherwise agreed by the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of the Seller’s or the Purchaser’s award to the claimant or the claimant’s attorneys.  Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

(g)An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators.  Judgment upon the Award may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

(h)Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset.  Each party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.

(i)This Section 12.13 is intended to benefit and be enforceable by the shareholders, trustees, directors, officers, managers (including Reit Management & Research LLC or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights

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to indemnification or contribution that such individuals or entities may have by contract or otherwise.

12.14Like 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 or other operative conveyance instrument, 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.

12.15Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.16Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, 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 Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.17Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real

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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.  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.

[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 MID-WEST LLC, a Maryland limited liability company
By:	/s/ John C. Popeo
Name:	John C. Popeo
Its:	Treasurer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
Name:	David J. Hegarty
Its:	President

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SCHEDULE A

Land

[See attached legal description.]

1675 LAKESIDE DRIVE WAUKEGAN, IL LEGAL DESCRIPTION Lakeside I, Waukegan, Illinois: PARCEL 2: LOT 65 IN AMHURST LAKE BUSINESS PARK PHASE ONE, BEING A SUBDIVISION OF PARTS OF THE SOUTHWEST 1/4 OF SECTION 31, TOWNSHIP 45 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, THE SOUTHEAST 1/4 OF SECTION 36, TOWNSHIP 45 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, THE NORTHEAST 1/4 OF SECTION 1, TOWNSHIP 44 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, AND THE NORTHWEST 1/4 OF SECTION 6, TOWNSHIP 44 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED SEPTEMBER 7, 1989 AS DOCUMENT 2828136 AND CORRECTED BY CERTIFICATE OF CORRECTION RECORDED OCTOBER 3, 1989 AS DOCUMENT 2837031, IN LAKE COUNTY, ILLINOIS. PARCEL 2A: EASEMENT IN FAVOR OF PARCEL 2 AS CREATED BY DECLARATION OF PROTECTIVE COVENANTS BY AMLI LAND DEVELOPMENT - I LIMITED PARTNERSHIP, FOR AMHURST LAKE BUSINESS PARK, WAUKEGAN, ILLINOIS, DATED SEPTEMBER 1, 1989 AND RECORDED SEPTEMBER 7, 1989 AS DOCUMENT 2828137, AS AMENDED BY INSTRUMENTS RECORDED NOVEMBER 19, 1980 AS DOCUMENT 2964625, JUNE 7, 1994 AS DOCUMENT 3551445, SEPTEMBER 20, 1994 AS DOCUMENT 3593982, DECEMBER 5, 1994 AS DOCUMENT 3621477, DECEMBER 30, 1994 AS DOCUMENT 3631082 AND NOVEMBER 4, 1997 AS DOCUMENT 4042178 OVER AND UPON THE LAND DEFINED AND DESCRIBED THEREIN. P.I.N.s: 07-36-403-042 03-31-302-020

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

1.Lease Agreement dated February 25, 2008 by and between Hub Properties Trust (“Landlord”) and 3PD, Inc. and 3PD Holding, Inc. (“Tenant”).

INDEX

Lease

1.Lease, dated July 1, 1991, by and between Amli Land Development-I Limited Partnership (“Landlord”) and Abbott Laboratories (“Tenant”).

2.First Amendment to Lease, dated January 1, 1993, by and between Amli Land Development-I Limited Partnership (“Landlord”) and Abbott Laboratories (“Tenant”).

3.Second Amendment to Lease, dated January 1, 1995, by and between Amli Land Development-I Limited Partnership (“Landlord”) and Abbott Laboratories (“Tenant”).

4.Third Amendment to Lease, dated April 1, 1996, by and between Amli Land Development-I Limited Partnership (“Landlord”) and Abbott Laboratories (“Tenant”).

5.Fourth Amendment to Lease, dated January 23, 1997, by and between Amli Land Development-I Limited Partnership (“Landlord”) and Abbott Laboratories (“Tenant”).

6.Fifth Amendment to Lease, dated November 30, 1998, by and between Amli Commercial Properties Limited Partnership, successor in interest to Amli Land Development-I Limited Partnership (“Landlord”) and Abbott Laboratories (“Tenant”).

7.Sixth Amendment to Lease, dated May 30, 2000, by and between Amli Commercial Properties Limited Partnership (“Landlord”) and Abbott Laboratories (“Tenant”).

8.Seventh Amendment to Lease, (Lakeside Point I) and (Third Amendment to Lease Agreement (Lakeside Point II) dated May 14, 2003, by and between The Prudential Insurance Company of America, successor in interest to Amli Commercial Properties Limited Partnership (“Landlord”) and Abbott Laboratories (“Tenant”).

9.Eighth Amendment to Lease, dated April 22, 2008, by and between Hub Mid-West LLC, successor in interest to The Prudential Insurance Company of America (“Landlord”) and Abbott Laboratories (“Tenant”).

10.Ninth Amendment to Lease, dated September 27, 2010, by and between Hub Mid-West LLC (“Landlord”) and Abbott Laboratories (“Tenant”).

SCHEDULE C

Form of Deed

Document Prepared by: Louis S. Cohen DLA Piper Rudnick Gray Cary US LLP 203 North LaSalle Street Suite 1800 Chicago, IL 60601 Record and Return to : Richard Gordet Ropes & Gray LLP One International Place Boston, MA 02110-2024 This space reserved for Recorder’s use only. DEED POI-Lakeside Point Trust, a Maryland real estate investment trust (“Grantor”), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration paid in hand to Grantor by Hub Mid-West LLC, a Maryland limited liability company (‘‘Grantee”), the receipt and sufficiency of which is hereby acknowledged has GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents does GRANT, BARGAIN, SELL and CONVEY unto Grantee all of Grantor’s right, title and interest in and to that certain parcel of land located Lake County, Illinois, and legally described in Exhibit A attached hereto and incorporated herein by this reference, together with all buildings, improvements and fixtures located thereon and owned by Grantor as of the date hereof and all rights, privileges and appurtenances pertaining thereto including all of Grantor’s right, title and interest in and to all rights-of-way, open of proposed streets, alleys, easements, strips or gores of land adjacent thereto (herein collectively called the “Real Property”). This conveyance is made by Grantor and accepted by Grantee subject to all covenants, conditions, restrictions, and other matters listed on Exhibit B attached hereto and incorporated herein by this reference (the “Permitted Exceptions”). TO HAVE AND TO HOLD the Real Property together with all improvements located thereon all and singular the rights and appurtenances thereto in anywise belonging, Subject to the Permitted Exceptions, unto Grantee, its legal representatives, successors and assigns, and Grantor does hereby bind itself, its legal representatives, successors and assigns, to WARRANT and FOREVER DEFEND all and singular the Real Property unto the Grantee, its legal representatives, successors and assigns, against Grantor and every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise, subject to the Permitted Exceptions. If any term or provision of this Deed or the application thereof to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Deed or the

application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Deed shall be valid and enforced to the fullest extent permitted by law. [Signature page follows]

IN WITNESS WHEREOF, this Deed has been executed by Grantor as of the 12 day of December 2005 to be effective as of the 14 day of December, 2005. POI — LAKESIDE POINT TRUST, a Maryland real estate in vestment trust By: /s/ Lawrence J. Krueger Name: LAWRENCE J. KRUEGER Title: Executive Vice President

STATE OF § § COUNTY OF § On December 2005, before me, the undersigned, a notary public in and for said State, personally appeared Lawrence J. Krueger, as Executive Vice President of POT-Lakeside Point Trust, a Maryland real estate investment trust, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. , Notary Public My Commission Expires: 8/18/08 OFFICIAL SEAL PATRICIA B INDELLI NOTARY PUBLIC STATE OF ILLINOS MY COMMISSION EXPIRES: 08/18/08

EX-10.7

Exhibit 10.7

47900 Bayside Parkway

Fremont, California

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

September 20, 2011

47900 Bayside Parkway

Fremont, California

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	7
5.1	Purchase Price	7
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	8
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	11
7.2	Action of the Purchaser	11
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	12
8.1	Approval of Agreements	12
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12

9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	18
12.3	Publicity	18
12.4	Notices	19
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	20
12.7	Severability	21
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	21
12.10	Section and Other Headings	21
12.11	Time of Essence	22
12.12	Governing Law	22
12.13	Arbitration	22
12.14	Like Kind Exchange	25
12.15	Recording	26
12.16	Non-liability of Trustees of Seller	26
12.17	Non-liability of Trustees of Purchaser	26
12.18	Waiver and Further Assurances	26
12.19	State Specific Provisions	27

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47900 Bayside Parkway

Fremont, California

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of September 20, 2011, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES 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           “Escrow Agreement”  shall have the meaning given such term in Section 4.1(b).

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

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

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; (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.

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

1.14         “Purchase Price”  shall mean Eighteen Million Eight Hundred Twenty Thousand Nine Hundred Dollars ($18,820,900).

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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 December 31, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3           Purchase Price.

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

(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.

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

Within ten (10) 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 (5th) 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

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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 Leases including, without limitation, the Seller’s entire right, title and interest in and to the Holdback Escrow and Instructions Agreement, dated as of March 19, 2009 (the “Escrow Agreement”), with respect to Boston Scientific Corporation’s tenant improvement allowance, and 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;

(c)         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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(d)        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;

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

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

(g)        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’S 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 have delivered 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.  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.  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

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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 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), except as described in the Escrow Agreement, 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,

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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.

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 one (1) year, and upon expiration shall be of no further force or effect except to the

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extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year 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 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 one (1) year, 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 one (1) year 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.

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;

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(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 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.

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(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 allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and 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 any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2011 capital expenditure budget previously prepared by the Seller (the “CapEx

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Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(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).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  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

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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)Except as otherwise set forth in this Section 9.2, 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 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 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

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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.

10.3Survival.  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 material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), 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

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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 or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, 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 CommonWealth REIT
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts  02458-1632
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

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

if to the Purchaser, to:

Senior Housing Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts  02458-1632

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Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

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 successors 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 12.14, 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

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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 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 Complete Agreement, 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          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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12.11          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.

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

12.13          Arbitration.

(a)         Any disputes, claims or controversies between the Seller and the Purchaser (i) arising out of or relating to this Agreement, or (ii) brought by or on behalf of any shareholder of the Seller or the Purchaser (which, for purposes of this Section 12.13, shall mean any shareholder of record or any beneficial owner of shares of the Seller or the Purchaser, or any former shareholder of record or beneficial owner of shares of the Seller or the Purchaser), either on his, her or its own behalf, on behalf of the Seller or the Purchaser or on behalf of any series or class of shares of the Seller or the Purchaser or shareholders of the Seller or the Purchaser against the Seller or the Purchaser or any trustee, director, officer, manager (including Reit Management & Research LLC or its successor), agent or employee of the Seller or the Purchaser, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration agreement, the declaration of trust, limited liability company agreement, partnership agreement or analogous governing instruments, as applicable, of the Purchaser or the Seller, or the bylaws of the Purchaser or the Seller (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 12.13.  For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, directors, officers or managers of the Seller or the Purchaser and class actions by a shareholder against those individuals or entities and the Seller or the Purchaser.  For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

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(b)        There shall be three arbitrators.  If there are only two parties to the Dispute (with, for purposes of this Section 12.13, any and all parties involved in the Dispute and owned by the same ultimate parent entity treated as one party), each party shall select one arbitrator within 15 days after receipt of a demand for arbitration.  Each party shall be entitled to appoint as its party appointed arbitrator an affiliated or interested person of such party.  If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator within 15 days after receipt of a demand for arbitration.  The respondents, on the one hand, and the claimants, on the other hand, shall each be entitled to appoint as its party appointed arbitrator an affiliated or interested person of such party.  If either a claimant (or all claimants) or a respondent (or all respondents) fails to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request the AAA to provide a list of three proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten days from the date the AAA provides such list to select one of the three arbitrators proposed by AAA.  If such party (or parties) fails to select such arbitrator by such time, the party (or parties) who has appointed the first arbitrator shall then have ten days to select one of the three arbitrators proposed by AAA to be the second arbitrator; and, if he/they should fail to select such arbitrator by such time, the AAA shall select, within 15 days thereafter, one of the three arbitrators it had proposed as the second arbitrator.  The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 15 days of the appointment of the second arbitrator.  If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

(c)         The place of arbitration shall be Boston,

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Massachusetts unless otherwise agreed by the parties.

(d)        There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

(e)         In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts.  Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

(f)         Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of the Seller’s or the Purchaser’s award to the claimant or the claimant’s attorneys.  Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

(g)        An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators.  Judgment upon the Award may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of

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arbitration proceedings in any court of competent jurisdiction.

(h)        Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset.  Each party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.

(i)          This Section 12.13 is intended to benefit and be enforceable by the shareholders, trustees, directors, officers, managers (including Reit Management & Research LLC or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.

12.14          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 or other operative conveyance instrument, 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.

25

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

12.16          Non-liability of Trustees of Seller.  The Declaration of Trust establishing 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.]

12.17          Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, 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 Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.18          Waiver and Further Assurances.  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.  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

26

evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.19          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.]

27

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 C. Popeo
Name:	John C. Popeo
Its:	Treasurer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
Name:	David J. Hegarty
Its:	President

28

SCHEDULE A

Land

[See attached legal description.]

47900 BAYS1DE PARKWAY FREMONT, CA LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FREMONT, COUNTY OF ALAMEDA, STATE OF CALIFORNIA/AND-JS DESCRIBED AS FOLLOWS: Parcel One: Parcel 6, parcel Map 6017, filed November 29, 1990, Book 194, Pages 60 and 61 of Maps, Alameda County Records, Parcel Two An easement for joint access purposes for the benefit of Parcel One above described over that portion of Parcel 1, Parcel Map 44 15 along the southeastern line of Parcel 1 designated 24’ J.A.E. on said Parcel Map 4415. Parcel Three: An easement For private storm drainage purposes for the benefit of Parcel One above described over an easterly portion of Parcel 5 of Parcel Map 6017 designated as 10’ P.S.D.E. on said Parcel Map 6017. APN: 519-1005-085 Property Address: 47900 Bayside Partway, Fremont, California   

SCHEDULE B

Rent Roll

INDEX

Lease

1.Lease Agreement, dated February 1, 2006, by and between Columbia Office Investment, LLC,  Passaic Investment, LLC, Richland Office Investment, LLC, Sixty-Five Willowbrook Investment, LLC, Aztec Holdings Columbia, LLC, and Wayne Investment, LLC (“Landlord”) and Blue Cross and Blue Shield of South Carolina (“Tenant”).

2.First Amendment to Lease Agreement, dated March 16, 2009, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and Blue Cross and Blue Shield of South Carolina (“Tenant”). Note: Missing Exhibit — B-2 at time of CWH’s acquisition.

3.Exhibit C - Form of Commencement Date Agreement, dated April 27, 2009, by and between Allegiance Realty Corporation, acting as the duly authorized nominee of Columbia Office Investment, LLC (“Landlord”) and Blue Cross and Blue Shield of South Carolina (“Tenant”).

4.Delivery of Improvements Agreement, dated April 27, 2009, by and between Columbia Office Investment, LLC (“Landlord”) and Blue Cross and Blue Shield of South Carolina (“Tenant”).

INDEX

Lease

1.Lease Agreement, dated June 30, 2010, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and The ESAB Group, Inc. (“Tenant”). Note:  Missing Exhibit B — Legal Description of the Property per Lease Abstract done at time of CWH’s acquisition.

2.Exhibit C — Form of Commencement Date Agreement, undated, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and The ESAB Group, Inc. (“Tenant”). Re:   The Commencement Date occurred on October 1, 2010 and the Term of the Lease expires on January 31, 2016.

INDEX

Lease

1.Lease Agreement, dated May 10, 2010, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and Howden Buffalo Inc.(“Tenant”).

2.Letter, dated May 10, 2010, from Jeffrey Witek, EVP — Portfolio Management, Allegiance Realty Corporation (“Landlord”) agreed and acknowledged by Scott Evans, VP Finance/CFO, Howden Buffalo Inc. (“Tenant”). Re: ROFO

3.Exhibit C — Form of Commencement Date Agreement, undated, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and Howden Buffalo Inc. (“Tenant”). Re:  The Commencement Date occurred on September 27, 2010 and the Term of the Lease expires on January 31, 2016.

4.First Amendment to Lease Agreement, dated June 22, 2010, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and Howden Buffalo Inc. (“Tenant”).

5.Letter, dated September 29, 2010, from Frances S. Griggs, Corporate Secretary, General Counsel, Howden North America Inc. (“Tenant”) to Jeffrey Witek, Allegiance Realty Corporation (“Landlord”). Re: Corporate Name Change from Howden Buffalo Inc. to Howden North America Inc.

INDEX

Lease

1.Lease Agreement, dated April 1, 2002, by and between Resource Bancshares Mortgage Group, Inc. (“Landlord”) and Palmetto Health Alliance (“Tenant”).

2.Amendment One, dated September 12, 2002, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC successor in interest to Resource Bancshares Mortgage Group, Inc.  (“Landlord”) and Palmetto Health Alliance (“Tenant”).

3.Amendment Two, dated January 19, 2007, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and Palmetto Health Alliance (“Tenant”).

4.Amendment Three, dated October 17, 2007, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and Palmetto Health Alliance (“Tenant”).

5.Nonprofit Corporation, Articles of Amendment, filed January 25, 2007 with the South Carolina Secretary of State.  Re: Name change from Palmetto Health Alliance to Palmetto Health, adopted June 8, 2004.

6.Fourth Amendment to Office Lease, dated July 12, 2010, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and Palmetto Health (“Tenant”).

7.Fifth Amendment to Lease, dated June 30, 2011, by and between Hub Properties Trust, successor in interest to Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and

Palmetto Health (“Tenant”).  Re:  Renewal through June 30, 2017, for Ste. 150.

INDEX

Lease

1.Lease Agreement, dated March 24, 2010, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and Quality Software Services, Inc. (“Tenant”).

2.Commencement Date Agreement, undated, by and between Columbia Office Investment, LLC (“Landlord”) and Quality Software Services, Inc. (“Tenant”).  Re:   The Commencement Date occurred on May 1, 2010 and the Term of the Lease expires on November 30, 2015.

3.Delivery of Improvements Agreement, undated, by and between Columbia Office Investment, LLC (“Landlord”) and Quality Software Services, Inc. (“Tenant”).  Re:   The Commencement Date occurred on May 1, 2010 and the Term of the Lease expires on November 30, 2015.

INDEX

Lease

1.Lease Agreement, dated February 1, 2006, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and TriCenturion, Inc. (“Tenant”).

2.First Amendment to Lease Agreement, dated January 16, 2009, by and between Columbia Office Investment, LLC (“Landlord”) and TriCenturion, Inc. (“Tenant”). Note:  Missing pages 6 and 7 at time of CWH’s acquisition.

INDEX

Lease

1.Industrial Space Lease,dated January 1, 2007, by and between JER BTP II, LLC (“Landlord”) and Boston Scientific Corporation (“Tenant”). Re: Bldg. 22

2.Exhibit C - Work Letter Agreement, dated January 1, 2007, by and between JER Bayside, LLC, JER BTP II, LLC (“Landlord”) and Boston Scientific Corporation (“Tenant”).

3.Exhibit D - Grant of Options to Lease, dated January 1, 2007, by and between JER Bayside, LLC, JER BTP II, LLC (“Landlord”) and Boston Scientific Corporation (“Tenant”).

4.Letter Agreement, dated June 26, 2008, from JER BTP II, LLC (“Landlord”) acknowledged and agreed to by Edward Zielinski, Vice President, Boston Scientific Corporation (“Tenant”). Re: Containment trench improvements to the outside area.

5.Consent to Assignment and Assumption of Lease and First Amendment to Lease, dated December 29, 2010, by and among Hub Properties Trust (“Landlord”), Boston Scientific Corporation (“Tenant”) and Stryker Corporation (“Assignee”).

6.Letter, dated January 3, 2011, from Thomas Lynch, Senior Corporate Counsel, Boston Scientific Corporation (“Tenant”) to Hub Properties Trust (“Landlord”).  Re:  Notification that closing date of Sale Transaction occurred on January 3, 2011, as required by Consent.

7.Third Lease Amendment, dated July 1, 2011, by and between Hub Properties Trust (“Landlord”) and Stryker Corporation (“Tenant”).  Re:  Renewal.  Note:  Misnamed due to scrivener’s error.

SCHEDULE C

Form of Deed

RECORDING REQUESTED BY CHICAGO TITLE COMPANY Recorded at the Request of and When Recorded, Return and Mail Tax Statements to: c/o HRPT Properties Trust 400 Centre Street Newton, MA 02458 Ann: Treasurer The undersigned Grantor declares that documentary transfer tax is not shown pursuant to Section 11932 of the Revenue and Taxation Code, as amended. GRANT DEED For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, JER BTP II, LLC, a Delaware limited liability company (“Grantor”), hereby grants to HUB BAYSIDE PROPERTIES LLC, a Delaware limited liability company (“Grantee”), that certain real property located in the County of Alameda, State of California, more particularly described in Exhibit A attached hereto and incorporated herein by this reference (“Property”). The conveyance by Grantor to Grantee pursuant to that Grant Deed is subject to: (i) a lien securing payment of real estate taxes and assessments; (ii) applicable zoning and use laws, ordinances, rules and regulations of any municipality, township, county, state or other governmental agency or authority; (iii) all unrecorded leases of the Properly being assigned to Grantee simultaneously herewith; and (iv) all covenants, conditions, easements, restrictions, liens, encumbrances and other exceptions of record, to the extent in force and applicable to the Property. [Text and signatures on following page] 58202699Z

IN WITNESS WHEREOF, Grantor has executed this Grant Deed this 19 day of March, 2009. GRANTOR: JER BTP II, LLC, a Delaware limited liability company By: JER Bayside Member, LLC, a Delaware limited liability company Its: Sole Member By: JER Bayside Investor, LLC., a Delaware limited liability company Its: Member By: JER Bayside Holdings, LLC, a Delaware limited liability company Its: Authorized Member By: Gerald R. Best Name: GERALD R. BEST Its: DIRECTOR & COUNSEL

ACKNOWLEDGMENT STATE OF Virginia ) ) ss. COUNTY OF Fairfax ) On 3/12/09, before me, Josephine Busch, Notary Public, personally appeared Gerald R. Best who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed lo the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), acid that by his/her/their signature(s) on the instrument the persons), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Virginia that the foregoing is true and correct. WITNESS my hand and official seal. Signature Josephine Busch My commission expires Jan 31, 2012 Commission No. 120229 JOSEPHINE BUSCH Notory Public Commonwealth of Virginia 120229 Exp. My commission expires Jan 31, 2012

Escrow No.: 09-58202699-LE Locate No.: CACT17701-7701-5582-0058202699 Title No.: 09-58202699-MG EXHIBIT “A” Page 1 of 3 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FREMONT, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Parcel 2, Parcel Map 6017, filed November 29, 1990, Map Book 194, Page 60 and 61, Alameda County Records. APN: 519-1005-081 Property Address: 47201 Lakeview Boulevard, Fremont, California

Escrow No.: 09-58202701-LE Locate No.: CACT17701-7701-5582-0058202699 Title No.: 09-58202699-MG EXHIBIT “A” Page 2 of 3 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FREMONT, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Parcel 1, as shown upon that certain Parcel Map No. 5452, filed November 8, 1988 in Book 180 of Maps, at Page 38, Alameda County Records. APN: 519-1005-073 Property Address: 47131 Bayside Parkway, Fremont, California

Escrow No.: 09-58202702-LE Locate No.: CACT17701-7701-5582-0058202702 Title No.: 09-58202702-MG EXHIBIT “A” Page 3 of 3 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FREMONT, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Parcel One: Parcel 6, Parcel Map 6017, filed November 29, 1990, Book 194, Pages 60 and 61 of Maps, Alameda County Records. Parcel Two: An easement for joint access purposes for the benefit of parcel one above described over that portion of Parcel 1, Parcel Map 4415 along the southeastern line of Parcel l designated 24’ J.A.E. on said Parcel Map 4415. Parcel three: An easement for private storm drainage purposes for the benefit of Parcel One above described over an easterly portion of Parcel 5 of Parcel Map 6017 designated as 10’ P.S.D.E. on said Parcel Map 6017. APN: 519-1005-085 Property Address: 47900 Bayside Parkway, Fremont, California

SCHEDULE D

State Specific Provisions

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-10.8

Exhibit 10.8

47211/47215 Lakeview Blvd

Freemont, California

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

September 20, 2011

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	7
5.1	Purchase Price	7
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	8
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	11
7.2	Action of the Purchaser	11
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	12
8.1	Approval of Agreements	12
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12

9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	18
12.3	Publicity	18
12.4	Notices	19
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	20
12.7	Severability	21
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	21
12.10	Section and Other Headings	21
12.11	Time of Essence	22
12.12	Governing Law	22
12.13	Arbitration	22
12.14	Like Kind Exchange	25
12.15	Recording	26
12.16	Non-liability of Trustees of Seller	26
12.17	Non-liability of Trustees of Purchaser	26
12.18	Waiver and Further Assurances	26
12.19	State Specific Provisions	27

2

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of September 20, 2011, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES 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           “Escrow Agreement”  shall have the meaning given such term in Section 4.1(b).

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

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

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; (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.

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

1.14         “Purchase Price”  shall mean Eighteen Million Two Hundred Fifty-Three Thousand One Hundred Dollars ($18,253,100).

2

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 December 31, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3           Purchase Price.

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

(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.

3

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 ten (10) 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 (5th) 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

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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 Leases including, without limitation, the Seller’s entire right, title and interest in and to the Holdback Escrow and Instructions Agreement, dated as of March 19, 2009 (the “Escrow Agreement”), with respect to Boston Scientific Corporation’s tenant improvement allowance, and 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;

(c)         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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(d)        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;

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

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

(g)        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’S 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 have delivered 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.  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.  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

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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 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), except as described in the Escrow Agreement, 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,

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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.

6.6           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 one (1) year, and upon expiration shall be of no further force or effect except to the

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extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year 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 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 one (1) year, 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 one (1) year 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.

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;

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(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 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.

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(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 allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and 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 any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)        Amounts payable after the date hereof on account of capital expenditures under the 2011 capital expenditure budget previously prepared by the Seller (the “CapEx

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Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(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).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  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

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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)         Except as otherwise set forth in this Section 9.2, 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 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 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 material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), 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

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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 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 or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, 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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12.4            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 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 CommonWealth REIT
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458-1632
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

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

if to the Purchaser, to:

Senior Housing Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458-1632

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Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

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 successors 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 12.14, 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

20

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 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 Complete Agreement, 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          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.

21

12.11          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.

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

12.13          Arbitration.

(a)         Any disputes, claims or controversies between the Seller and the Purchaser (i) arising out of or relating to this Agreement, or (ii) brought by or on behalf of any shareholder of the Seller or the Purchaser (which, for purposes of this Section 12.13, shall mean any shareholder of record or any beneficial owner of shares of the Seller or the Purchaser, or any former shareholder of record or beneficial owner of shares of the Seller or the Purchaser), either on his, her or its own behalf, on behalf of the Seller or the Purchaser or on behalf of any series or class of shares of the Seller or the Purchaser or shareholders of the Seller or the Purchaser against the Seller or the Purchaser or any trustee, director, officer, manager (including Reit Management & Research LLC or its successor), agent or employee of the Seller or the Purchaser, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration agreement, the declaration of trust, limited liability company agreement, partnership agreement or analogous governing instruments, as applicable, of the Purchaser or the Seller, or the bylaws of the Purchaser or the Seller (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 12.13.  For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, directors, officers or managers of the Seller or the Purchaser and class actions by a shareholder against those individuals or entities and the Seller or the Purchaser.  For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

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(b)        There shall be three arbitrators.  If there are only two parties to the Dispute (with, for purposes of this Section 12.13, any and all parties involved in the Dispute and owned by the same ultimate parent entity treated as one party), each party shall select one arbitrator within 15 days after receipt of a demand for arbitration.  Each party shall be entitled to appoint as its party appointed arbitrator an affiliated or interested person of such party.  If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator within 15 days after receipt of a demand for arbitration.  The respondents, on the one hand, and the claimants, on the other hand, shall each be entitled to appoint as its party appointed arbitrator an affiliated or interested person of such party.  If either a claimant (or all claimants) or a respondent (or all respondents) fails to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request the AAA to provide a list of three proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten days from the date the AAA provides such list to select one of the three arbitrators proposed by AAA.  If such party (or parties) fails to select such arbitrator by such time, the party (or parties) who has appointed the first arbitrator shall then have ten days to select one of the three arbitrators proposed by AAA to be the second arbitrator; and, if he/they should fail to select such arbitrator by such time, the AAA shall select, within 15 days thereafter, one of the three arbitrators it had proposed as the second arbitrator.  The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 15 days of the appointment of the second arbitrator.  If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

(c)         The place of arbitration shall be Boston,

23

Massachusetts unless otherwise agreed by the parties.

(d)        There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

(e)         In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts.  Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

(f)         Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of the Seller’s or the Purchaser’s award to the claimant or the claimant’s attorneys.  Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

(g)        An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators.  Judgment upon the Award may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of

24

arbitration proceedings in any court of competent jurisdiction.

(h)        Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset.  Each party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.

(i)          This Section 12.13 is intended to benefit and be enforceable by the shareholders, trustees, directors, officers, managers (including Reit Management & Research LLC or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.

12.14          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 or other operative conveyance instrument, 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.

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

12.16          Non-liability of Trustees of Seller.  The Declaration of Trust establishing 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.]

12.17          Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, 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 Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.18          Waiver and Further Assurances.  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.  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

26

evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.19          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.]

27

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 C. Popeo
Name:	John C. Popeo
Its:	Treasurer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
Name:	David J. Hegarty
Its:	President

28

SCHEDULE A

Land

[See attached legal description.]

47211/47215 LAKEVIEW BOULEVARD FREMONT, CA LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FREMONT, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL ONE: PARCEL 1, PARCEL MAP 4415, FILED SEPTEMBER 20, 1985, IN BOOK 155 OF MAPS, PAGES 92 THROUGH 94, INCLUSIVE, ALAMEDA COUNTY RECORDS. APN: 519-1005-67 PARCEL TWO: AN EASEMENT FOR JOINT ACCESS FOR THE BENEFIT OF PARCEL 1, PARCEL MAP 4415, OVER THE NORTHWESTERN PORTION OF PARCEL 6 OF PARCEL MAP 6017, DESIGNATED J.A.E. ON PARCEL MAP 6017, AS RESERVED IN THE DEED FROM RENCO INVESTMENT COMPANY, A CALIFORNIA CORPORATION, RECORDED APRIL 6,1992, INSTRUMENT NO. 92-102291 ALAMEDA-COUNTY RECORDS. PARCEL THREE: AN EASEMENT FOR PRIVATE STORM DRAINAGE PURPOSES, FOR THE BENEFIT OF PARCEL 1, PARCEL MAP 4415, OVER THAT PORTION OF PARCEL 6 DESIGNATED 10’ P.S.D.E. ON PARCEL MAP 6017, AS RESERVED IN THE DEED FROM RENCO INVESTMENT COMPANY, A CALIFORNIA CORPORATION, RECORDED APRIL 6,1992, INSTRUMENT NO. 92-102291, ALAMEDA COUNTY RECORDS. APN: 519-1005-67 Property Address: 47211 and 47215 Lakeview Boulevard, Fremont, California

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

1.Industrial Space Lease (47211 Lakeview Boulevard aka 47215 Lakeview), dated January 31, 2007, by and between JER Bayside, LLC (“Landlord”) and Boston Scientific Corporation (“Tenant”).

2.Exhibit C - Work Letter Agreement, dated January 1, 2007, by and between JER Bayside, LLC, JER BTP II, LLC (“Landlord”) and Boston Scientific Corporation (“Tenant”).

3.Exhibit D - Grant of Options to Lease, dated January 1, 2007, by and between JER Bayside, LLC, JER BTP II, LLC (“Landlord”) and Boston Scientific Corporation (“Tenant”).

SCHEDULE C

Form of Deed

RECORDING REQUESTED BY: CHICAGO TITLE COMPANY Recorded at the Request of and When Recorded, Return and Mail Tax Statements to: c/o HRPT Properties Trust 400 Centre Street, Newton, MA 02458 Attn: Treasurer The undersigned Grantor declares that documentary transfer tax is not shown pursuant to Section 1 1932 of the Revenue and Taxation code, as amended. GRANT DEED For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, JER BAYSIDE LLC, a Delaware limited liability company (“Grantor”), hereby grants to HUB BAYSIDE PROPERTIES LLC, a Delaware limited liability company (“Grantee”), that certain real property located in the County of Alameda, State of California, more particularly described in Exhibit A attached hereto and incorporated herein by this reference (“Property”). The conveyance by Grantor to Grantee pursuant to this Grant Deed is subject to: (i) a lien securing payment of real estate taxes and assessments; (ii) applicable zoning and use laws, ordinances, rules and regulations of any municipality, township, county, state or other governmental agency or authority; (iii) all unrecorded leases of the Property being assigned to Grantee simultaneously herewith; and (iv) all covenants, conditions, easements, restrictions, liens, encumbrances and other exceptions of record, to the extent in force and applicable to the Property. [Text and signatures on following page]

IN WITNESS WHEREOF, Grantor has executed this Grant Deed this 19 day of March, 2009. GRANTOR: JER BAYSIDE, LLC, a Delaware limited liability company By: JER Bayside Member, LLC, a Delaware limited liability company Its: Sole Member By: JER Bayside Investor, LLC, a Delaware limited liability company Its: Member By: JER Bayside Holdings, LLC, a Delaware limited liability company Its: Authorized Member By: /s/ Gerald R. Best Name: GERALD R. BEST Its: DIRECTOR & COUNSEL 2

Escrow No.: 09-58202700-LE Locate No.: CACT17701-7701-5582-0058202700 Title No.: 09-58202700-MG EXHIBIT “A” THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FREMONT, COUNTY OF ALAMEDA STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL ONE: PARCEL 1, PARCEL MAP 4415, FILED SEPTEMBER 20, 1985, IN BOOK 155 OF MAPS, PAGES 92 THROUGH 94, INCLUSIVE, ALAMEDA COUNTY RECORDS. APN: 519-1005-67 PARCEL TWO: AN EASEMENT FOR JOINT ACCESS FOR THE BENEFIT Of PARCEL 1, PARCEL MAP 4415, OVER THE NORTHWESTERN PORTION OF PARCEL 6 OF PARCEL MAP 6017, DESIGNATED J.A.E. ON PARCEL MAP 6017, AS RESERVED IN THE DEED FROM RENCO INVESTMENT COMPANY, A CALIFORNIA CORPORATION, RECORDED APRIL 6, 1992, INSTRUMENT NO. 92-102291 ALAMEDA COUNTY RECORDS. PARCEL THREE: AN EASEMENT FOR PRIVATE STORM DRAINAGE PURPOSES, FOR THE BENEFIT OF PARCEL 1, PARCEL MAP 4415, OVER THAT PORTION OF PARCEL 6 DESIGNATED 10’ P.S.D.E. ON PARCEL MAP 6017, AS RESERVED IN THE DEED FROM RENCO INVESTMENT COMPANY, A CALIFORNIA CORPORATION, RECORDED APRIL 6,1992, INSTRUMENT NO. 92-102291, ALAMEDA COUNTY RECORDS. APN: 519-1005-67 Property Address: 47211 and 47215 Lakeview Boulevard, Fremont, California iv

ACKNOWLEDGMENT STATE OF ) ) ss. COUNTY OF ) On 3/12/09, before me, Josephine Busch, Notary Public, personally appeared Gerald R. Bect who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of Virginia that the foregoing is true and correct. WITNESS my hand and official seal. Signature /s/ Josephine Busch My commission expires Jan. 31. 2012 Commission No. 120229 Josephine Busch Commonweath of Virginia #120229 Exp. 1/31/12

SCHEDULE D

State Specific Provisions

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-10.9

Exhibit 10.9

7909 Parklane Road
Columbia, SC

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

September 20, 2011

7909 Parklane Road
Columbia, SC

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	10
7.2	Action of the Purchaser	10
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	11
8.1	Approval of Agreements	11
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12

9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	17
12.1	Allocation of Liability	17
12.2	Brokers	18
12.3	Publicity	18
12.4	Notices	18
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	20
12.7	Severability	21
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	21
12.10	Section and Other Headings	21
12.11	Time of Essence	22
12.12	Governing Law	22
12.13	Arbitration	22
12.14	Like Kind Exchange	25
12.15	Recording	26
12.16	Non-liability of Trustees of Seller	26
12.17	Non-liability of Trustees of Purchaser	26
12.18	Waiver and Further Assurances	26

2

7909 Parklane Road
Columbia, SC

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of September 20, 2011, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES 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 Five Hundred Thirty-Three Thousand Seven Hundred Dollars ($8,533,700).

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.

2.1Purchase 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 December 31, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3Purchase Price.

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

(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 ten (10) 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 (5th) 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

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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 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;

(c)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);

(d)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;

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

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

(g)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.

SECTION 5.CONDITIONS TO SELLER’S 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 have delivered 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.

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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.  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.  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 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

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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 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

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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 one (1) year, 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 one (1) year 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

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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 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:

7.1Status 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

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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 one (1) year, 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 one (1) year 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.

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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.

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;

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(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 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

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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 allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and 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 any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2011 capital expenditure budget previously prepared by the Seller (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall

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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).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  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 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

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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)Except as otherwise set forth in this Section 9.2, 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 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 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 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

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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 material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), 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 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,

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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 or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, 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 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

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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 CommonWealth REIT

Two Newton Place

255 Washington Street, Suite 300

Newton, Massachusetts  02458-1632

Attn:  Mr. John C. Popeo

Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, 34th Floor

Los Angeles, California 90071

Attn:  Meryl K. Chae, Esq.

Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts  02458-1632
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

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 successors and assigns shall have the right from time to time and at any time during the

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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 12.14, 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 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,

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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 Complete Agreement, 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.

12.10Section 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.

12.11Time 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.

12.12Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.13Arbitration.

(a)Any disputes, claims or controversies between the Seller and the Purchaser (i) arising out of or relating to this Agreement, or (ii) brought by or on behalf of any shareholder of the Seller or the Purchaser (which, for purposes of this Section 12.13, shall mean any shareholder of record or any beneficial owner of shares of the Seller

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or the Purchaser, or any former shareholder of record or beneficial owner of shares of the Seller or the Purchaser), either on his, her or its own behalf, on behalf of the Seller or the Purchaser or on behalf of any series or class of shares of the Seller or the Purchaser or shareholders of the Seller or the Purchaser against the Seller or the Purchaser or any trustee, director, officer, manager (including Reit Management & Research LLC or its successor), agent or employee of the Seller or the Purchaser, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration agreement, the declaration of trust, limited liability company agreement, partnership agreement or analogous governing instruments, as applicable, of the Purchaser or the Seller, or the bylaws of the Purchaser or the Seller (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 12.13.  For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, directors, officers or managers of the Seller or the Purchaser and class actions by a shareholder against those individuals or entities and the Seller or the Purchaser.  For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

(b)There shall be three arbitrators.  If there are only two parties to the Dispute (with, for purposes of this Section 12.13, any and all parties involved in the Dispute and owned by the same ultimate parent entity treated as one party), each party shall select one arbitrator within 15 days after receipt of a demand for arbitration.  Each party shall be entitled to appoint as its party appointed arbitrator an affiliated or interested person of such party.  If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator within 15 days after receipt of a demand for arbitration.  The respondents, on the one hand, and the claimants, on the other hand, shall each be entitled to

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appoint as its party appointed arbitrator an affiliated or interested person of such party.  If either a claimant (or all claimants) or a respondent (or all respondents) fails to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request the AAA to provide a list of three proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten days from the date the AAA provides such list to select one of the three arbitrators proposed by AAA.  If such party (or parties) fails to select such arbitrator by such time, the party (or parties) who has appointed the first arbitrator shall then have ten days to select one of the three arbitrators proposed by AAA to be the second arbitrator; and, if he/they should fail to select such arbitrator by such time, the AAA shall select, within 15 days thereafter, one of the three arbitrators it had proposed as the second arbitrator.  The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 15 days of the appointment of the second arbitrator.  If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

(c)The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

(d)There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

(e)In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts.  Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

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(f)Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of the Seller’s or the Purchaser’s award to the claimant or the claimant’s attorneys.  Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

(g)An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators.  Judgment upon the Award may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

(h)Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset.  Each party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.

(i)This Section 12.13 is intended to benefit and be enforceable by the shareholders, trustees, directors, officers, managers (including Reit Management & Research LLC or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in

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addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.

12.14Like 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 or other operative conveyance instrument, 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.

12.15Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.16Non-liability of Trustees of Seller.  The Declaration of Trust establishing 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.

12.17Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and

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

12.18Waiver and Further Assurances.  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.  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.

[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 PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ John C. Popeo
Name:	John C. Popeo
Its:	Treasurer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
Name:	David J. Hegarty
Its:	President

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SCHEDULE A

Land

[See attached legal description.]

7909 Parklane Road Columbia, South Carolina Legal Description All that certain piece, parcel or lot of land, together with any improvements thereon, situate, lying and being in the County of Richland, State of South Carolina containing 8.75 acres shown as Parcel D on a plat prepared for Resource Bancshares Mortgage Group, Inc. and NetBank, Inc. by Wilbur Smith Associates dated May 16, 2002 and recorded in the Office of the Register of Deeds for Richland County in Book 740 at page 2261 (the “Plat”) and having such measurements and boundaries as shown thereon, to wit: Parcel D (8.75 acres) Beginning at a concrete monument found at the intersection of the western right-of-way of Parklane Road and the southern right-of-way of Brighton Hill Place and running S15°55’06”E for a distance of 550.35 feet to an “x” chiseled in the concrete drive; thence turning and running along the centerline of an ingress-egress easement established under Deed Book 1105 at page 32 and the common property boundary with Parcel E S74°04’ 54”W for a distance of 392.17 feet to an iron pin set; thence continuing along the centerline of the ingress-egress easement established under Deed Book 1105 at page 32 and the common property boundary with Parcel E S52°33’29”W for a distance of 179.16 feet to an iron pin set; thence turning and running along the western boundary of an ingress-egress easement contained within Parcel E S03°08’19”W for a distance of 244.03 feet to an iron pin set; thence turning and running along the common property boundary with Parcel A N 11°40’33”W for a distance of 205.80 feet to an iron pin found #5 rebar; thence continuing along the common property boundary with Parcel A N16°04’22”W for a distance of 600.73 feet to an iron pin found #5 rebar on the southern right-of-way of Brighton Hill Place; thence turning and running along the right-of-way Brighton Hill place the following courses and distances: along a curve having a chord bearing of N45°50’04”E with a chord length of 90.68 feet and a radius of 551.07 feet to a point; along a curve having a chord bearing of N57°25’02”E with a chord length of 131.70 feet and a radius of 551.07 feet to a pk nail found; along a curve having a chord bearing of N69°01’31”E with a chord length of 91.22 feet and a radius of 551.07 feet to a concrete monument found; thence continuing along the southern right-of-way of Brighton Hill Place N73°46’31”E for a distance of 277.98 feet to a concrete monument found; thence turning and running along the intersection of the right-of-way of Brighton Hill Place and Parklane Road S61°14’39”E for a distance of 70.32 feet to a concrete monument found, being the point and place of beginning, be all measurements a little more or less. Together with and subject to rights of others in and to the non-exclusive easement for access, ingress and egress over the INGRESS/EGRESS EASEMENT, as set forth in that Deed from Koger Properties, Inc. to The South Carolina National Bank, dated August 31, 1992, recorded in Book 1105 at page 032 and labeled and shown shaded on the Plat in Book 740 at page 2261 in the Office of the Register of Deeds for Richland County. 1

Together with and subject to rights of others in and to non-exclusive easement as set forth in the Declaration of Easements and Covenants/Road Maintenance dated July 17, 2002 and recorded July 17, 2002 in Book 00685 at page 1143 in the Office of the Register of Deeds for Richland County. This being the same property conveyed by the following deeds: Deed of Passaic Investment, LLC to Aztec Holdings Columbia, LLC dated February 2, 2007 and recorded May 21, 2007 in the Office of the Register of Deeds for Richland County in Book 1315 at page 2960; Deed by Passaic Investment, LLC to Aztec Holdings Columbia, LLC dated December 18, 2003 and recorded December 31, 2003 in said ROD Office in Book 890 at page 623; Deed by Columbia Office Investment, LLC, Passaic Investment, LLC, Richland Office Investment, LLC, Sixty-Five Willowbrook Investment, LLC, and Wayne Investment, LLC to Columbia Office Investment, LLC, Passaic Investment, LLC, Richland Office Investment, LLC, Sixty-Five Willowbrook Investment, LLC and Wayne Investment, LLC dated April 21, 2003 and recorded June 11, 2003 in said ROD Office in Book 805 at page 2238; Deed by NetBank, Inc, to Columbia Office Investment, LLC, Passaic Investment, LLC, Richland Office Investment, LLC, Sixty-Five Willowbrook Investment, LLC and Wayne Investment, LLC dated July 17, 2002 and recorded February 6, 2003 in said ROD Office in Book 754 at page 3175 (corrective deed); Deed by NetBank, Inc,. to Columbia Office Investment, LLC, Passaic Investment, LLC, Richland Office Investment, LLC, Sixty-Five Willowbrook Investment, LLC and Wayne Investment, LLC dated July 17, 2002 and recorded July 17, 2002 in said ROD Office in Book 685 at page 1160; Deed to NetBank, Inc. from Resource Bancshares Mortgage Group, Inc. dated May 31, 2002 and recorded in said ROD Office in Book 676 at page 822. TMS# 17101-03-04 2

SCHEDULE B

Rent Roll

1.A.  Lease Agreement, dated February 1, 2006, by and between Columbia Office Investment, LLC,  Passaic Investment, LLC, Richland Office Investment, LLC, Sixty-Five Willowbrook Investment, LLC, Aztec Holdings Columbia, LLC, and Wayne Investment, LLC (“Landlord”) and Blue Cross and Blue Shield of South Carolina (“Tenant”).

B.  First Amendment to Lease Agreement, dated March 16, 2009, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and Blue Cross and Blue Shield of South Carolina (“Tenant”). Note: Missing Exhibit — B-2 at time of CWH’s acquisition.

C.  Exhibit C  — Form of Commencement Date Agreement, dated April 27, 2009, by and between Allegiance Realty Corporation, acting as the duly authorized nominee of Columbia Office Investment, LLC (“Landlord”) and Blue Cross and Blue Shield of South Carolina (“Tenant”).

D.  Delivery of Improvements Agreement, dated April 27, 2009, by and between Columbia Office Investment, LLC (“Landlord”) and Blue Cross and Blue Shield of South Carolina (“Tenant”).

2.A.  Lease Agreement, dated June 30, 2010, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and The ESAB Group, Inc. (“Tenant”). Note:  Missing Exhibit B — Legal Description of the Property per Lease Abstract done at time of CWH’s acquisition.

B.  Exhibit C — Form of Commencement Date Agreement, undated, by and between Columbia Office Investment, LLC; Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and The ESAB Group, Inc. (“Tenant”). Re:  The Commencement

Date occurred on October 1, 2010 and the Term of the Lease expires on January 31, 2016.

3.A.  Lease Agreement, dated May 10, 2010, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and Howden Buffalo Inc.(“Tenant”).

B.  Letter, dated May 10, 2010, from Jeffrey Witek, EVP — Portfolio Management, Allegiance Realty Corporation (“Landlord”) agreed and acknowledged by Scott Evans, VP Finance/CFO, Howden Buffalo Inc. (“Tenant”). Re: ROFO

C.  Exhibit C — Form of Commencement Date Agreement, undated, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and Howden Buffalo Inc. (“Tenant”). Re:  The Commencement Date occurred on September 27, 2010 and the Term of the Lease expires on January 31, 2016.

D.  First Amendment to Lease Agreement, dated June 22, 2010, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and Howden Buffalo Inc. (“Tenant”).

E.  Letter, dated September 29, 2010, from Frances S. Griggs, Corporate Secretary, General Counsel, Howden North America Inc. (“Tenant”) to Jeffrey Witek, Allegiance Realty Corporation (“Landlord”). Re: Corporate Name Change from Howden Buffalo Inc. to Howden North America Inc.

4.A.  Lease Agreement, dated April 1, 2002, by and between Resource Bancshares Mortgage Group, Inc. (“Landlord”) and Palmetto Health Alliance (“Tenant”).

B.  Amendment One, dated September 12, 2002, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook

ii

Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC successor in interest to Resource Bancshares Mortgage Group, Inc.  (“Landlord”) and Palmetto Health Alliance (“Tenant”).

C.  Amendment Two, dated January 19, 2007, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and Palmetto Health Alliance (“Tenant”).

D.  Amendment Three, dated October 17, 2007, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and Palmetto Health Alliance (“Tenant”).

E.  Nonprofit Corporation, Articles of Amendment, filed January 25, 2007 with the South Carolina Secretary of State.  Re: Name change from Palmetto Health Alliance to Palmetto Health, adopted June 8, 2004.

F.  Fourth Amendment to Office Lease, dated July 12, 2010, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and Palmetto Health (“Tenant”).

G.  Fifth Amendment to Lease, dated June 30, 2011, by and between Hub Properties Trust, successor in interest to Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and Palmetto Health (“Tenant”).  Re:  Renewal through June 30, 2017, for Ste. 150.

5.A.  Lease Agreement, dated March 24, 2010, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and Quality Software Services, Inc. (“Tenant”).

iii

B.  Commencement Date Agreement, undated, by and between Columbia Office Investment, LLC (“Landlord”) and Quality Software Services, Inc. (“Tenant”).  Re:  The Commencement Date occurred on May 1, 2010 and the Term of the Lease expires on November 30, 2015.

C.  Delivery of Improvements Agreement, undated, by and between Columbia Office Investment, LLC (“Landlord”) and Quality Software Services, Inc. (“Tenant”).  Re:  The Commencement Date occurred on May 1, 2010 and the Term of the Lease expires on November 30, 2015.

6.A.  Lease Agreement, dated February 1, 2006, by and between Columbia Office Investment, LLC;  Passaic Investment, LLC; Richland Office Investment, LLC; Sixty-Five Willowbrook Investment, LLC; Aztec Holdings Columbia, LLC; and Wayne Investment, LLC (“Landlord”) and TriCenturion, Inc. (“Tenant”).

B.  First Amendment to Lease Agreement, dated January 16, 2009, by and between Columbia Office Investment, LLC (“Landlord”) and TriCenturion, Inc. (“Tenant”). Note:  Missing pages 6 and 7 at time of CWH’s acquisition.

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SCHEDULE C

Form of Deed

[See attached copy.]

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: Benjamin A. Dunn, II Holler, Dennis, Corbett, Ormand, Plante & Gamer 1777 Bull Street Columbia, South Carolina 29201 BOOK I659-2949 2011001580 01/14/2011 14:02 25 223 Warranty Deed Fee:$19.00 County Tax: $13227.50 State Tax: $31265.00 2011001580 Richard W. Rodden Richard County R.O.D LIMITED WARRANTY DEED (7909 Parklane Road, Columbia, South Carolina) STATE OF SOUTH CAROLINA ) ) LIMITED WARRANTY DEED COUNTY OF RICHLAND ) KNOW ALL MEN BY THESE PRESENTS, that COLUMBIA OFFICE INVESTMENT, LLC, a New Mexico limited liability company, PASSAIC INVESTMENT, LLC, a New Mexico limited liability company, RICHLAND OFFICE INVESTMENT, LLC, a New Mexico limited liability company, SIXTY-FIVE WILLOWBROOK INVESTMENT, LLC, a New Mexico limited liability company, AZTEC HOLDINGS COLUMBIA, LLC, a New Mexico limited liability company, WAYNE INVESTMENT, LLC, a New Mexico limited liability company, as tenants in common (the “Grantor”), whose address is 121 West Trade Street, Suite 2020, Charlotte, NC 28202, for and in consideration of TEN AND 00/100 DOLLARS ($10.00) and other valuable consideration paid to Grantor by HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Grantee”), whose address is c/o Commonwealth REIT, 400 Centre Street, Newton, Massachusetts 02458, SUBJECT TO the matters set forth below, has granted, bargained, sold and released, and by these presents does grant, bargain, sell and release, unto the said Grantee, the following described property to wit: 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. The Property is conveyed SUBJECT TO any ad valorem taxes, real estate taxes and assessments for 2011 and subsequent years, a lien which is not yet due and payable, and is expressly made subject to any conditions, restrictions or easements of record affecting the Property. THIS CONVEYANCE is made expressly subject to the matters set forth on Exhibit B attached hereto and incorporated herein by reference, TO HAVE AND TO HOLD all and singular the premises before mentioned unto the said Grantee, its successors and assigns, forever. And, subject lo the matters set forth above, 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 and its successors and assigns, against Grantor and against Grantor’s successors and assigns, but no others. [INTENTIONALLY LEFT BLANK; SIGNATURES CONTAINED ON NEXT PAGE] 2

WITNESS its hand and seal as of the 7th day of January, 2011, GRANTOR: Signed, sealed and delivered in the presence of: COLUMBIA OFFICE INVESTMENT, LLC, a New Mexico limited liability company /s/ Jeffrey Witek Print Name: Jeffrey Witek By: /s/ Christopher R. Smith Name: Christopher R. Smith Title: Managing Member /s/ Myron L. Moore III Print Name: Myron L. Moore III STATE OF North Carolina ) ) ACKNOWLEDGEMENT COUNTY OF Mackleanburg ) The foregoing instrument was acknowledged before me this 7th day of January, 2011, by Christopher R. Smith, a Managing Member of Columbia Office Investment, LLC, a New Mexico limited liability company, on behalf of the limited liability company. Bonnie Maclean Notary Public My commission expires: 12.10.12 [NOTARY SEAL] 3

Signed, sealed and delivered in the presence of: PASSAIC INVESTMENT, LLC, a New Mexico limited liability company /s/ Jeffrey Witek By: /s/ Christopher R. Smith Print Name: Jeffrey Witek Name: Christopher R. Smith Title: Authorized Signatory /s/ Myron L. Moore III Print Name: Myron L. Moore III STATE OF North Carolina ) ) ACKNOWLEDGEMENT COUNTY OF Mackleanburg ) The foregoing instrument was acknowledged before me this 7th day of January, 2011, by Christopher R. Smith, an Authorized Signatory of Passaic Investment, LLC, a New Mexico limited liability company, on behalf of the limited liability company, Bonnie Maclean Notary Public My commission expires: 12.10.12 [NOTARY SEAL] 4

Signed, sealed and delivered in the presence of: RICHLAND OFFICE INVESTMENT, LLC, a New Mexico limited liability company /s/ Jeffrey Witek By: /s/ Christopher R. Smith Print Name: Jeffrey Witek Name: Christopher R. Smith Title: Authorized Signatory /s/ Myron L. Moore III Print Name: Myron L. Moore III STATE OF North Carolina ) ) ACKNOWLEDGEMENT COUNTY OF Mackleanburg ) The foregoing instrument was acknowledged before me this 7th day of January, 2011, by Christopher R. Smith, an Authorized Signatory of Richland Office Investment, LLC, a New Mexico limited liability company, on behalf of the limited liability company. Bonnie Maclean Notary Public My commission expires: 12.10.12 [NOTARY SEAL] 5

Signed, sealed and delivered in the presence of: SIXTY-FIVE WILLOWBROOK INVESTMENT, LLC, a New Mexico limited liability company /s/ Jeffrey Witek By: /s/ Christopher R. Smith Print Name: Jeffrey Witek Name: Christopher R. Smith Title: Managing Member /s/ Myron L. Moore III Print Name: Myron L. Moore III STATE OF North Carolina ) ) ACKNOWLEDGEMENT COUNTY OF Mecklenburg ) The foregoing instrument was acknowledged before me this 7th day of January, 2011, by Christopher R. Smith, the Managing Member of Sixty-Five Willowbrook Investment, LLC, a New Mexico limited liability company, on behalf ofjhe limited liability company. Bonnie Maclean Notary Public My commission empires: 12.10.12 [NOTARY SEAL] 6

Signed, sealed and delivered in the presence of: AZTEC HOLDINGS COLUMBIA, LLC, a New Mexico limited liability company /s/ Jeffrey Witek By: /s/ Christopher R. Smith Print Name: Jeffrey Witek Name: Christopher R. Smith Title: Authorized Signatory /s/ Myron L. Moore III Print Name: Myron L. Moore III STATE OF North Carolina ) ) ACKNOWLEDGEMENT COUNTY OF Mecklenburg ) The foregoing instrument was acknowledged before me this 7th day of January, 2011, by Christopher R. Smith, an Authorized Signatory of Aztec Holdings Columbia, LLC, a New Mexico limited liability company, on behalf of the limited liability company. Bonnie Maclean Notary Public My commission expires: 12.10.12 [NOTARY SEAL] 7

Signed, sealed and delivered in the presence of: WAYNE INVESTMENT, LLC, a New Mexico limited liability company /s/ Jeffrey Witek By: /s/ Christopher R. Smith Print Name: Jeffrey Witek Name: Christopher R. Smith Title: Authorized Signatory /s/ Myron L. Moore III Print Name: Myron L. Moore III STATE OF North Carolina ) ) ACKNOWLEDGEMENT COUNTY OF Mecklenburg ) The foregoing instrument was acknowledged before me this 7th day of January, 2011, by Christopher R. Smith, an Authorized Signatory of Wayne Investment, LLC, a New Mexico limited liability company, on behalf of the limited liability company. Bonnie Maclean Notary Public My commission expires: 12.10.12 [NOTARY SEAL] 8

CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGEMENT State of California ) ss. County of Los Angeles ) On January 06, 2011, before me A. E. Monteilh II, a Notary Public, personally appeared Christopher R. Smith who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Signature of Notary Public) INM1 A.E. MONTEILH II COMM. # 1750463 NOTARY PUBLIC - CALIFORNIA LOS ANGELES COUNTY My Comm. Expires June 11, 2011 (Seal)

EXHIBIT “A” to Limited Warranty Deed 7909 Parklane Road Columbia, South Carolina Legal Description All that certain piece, parcel or lot of land, together with any improvements thereon, situate, lying and being in the County of Richland, State of South Carolina containing 8.75 acres shown as Parcel D on a plat prepared for Resource Bancshares Mortgage Group, Inc. and NetBank, Inc. by Wilbur Smith Associates dated May 16, 2002 and recorded in the Office of the Register of Deeds for Richland County in Book 740 at page 2261 (the “Plat”) and having such measurements and boundaries as shown thereon, to wit: Parcel D (8.75 acres) Beginning at a concrete monument found at the intersection of the western right-of-way of Parklane Road and the southern right-of-way of Brighton Hill Place and running S15°55’06”E for a distance of 550.35 feet to an “x” chiseled in the concrete drive; thence turning and running along the centerline of an ingress-egress easement established under Deed Book 1105 at page 32 and the common property boundary with Parcel E S74°04’ 54”W for a distance of 392.17 feet to an iron pin set; thence continuing along the centerline of the ingress-egress easement established under Deed Book 1105 at page 32 and the common property boundary with Parcel E S52°33’29”W for a distance of 179.16 feet to an iron pin set; thence turning and running along the western boundary of an ingress-egress easement contained within Parcel E S03°08’19”W for a distance of 244.03 feet to an iron pin set; thence turning and running along the common property boundary with Parcel A N 11°40’33”W for a distance of 205.80 feet to an iron pin found #5 rebar; thence continuing along the common property boundary with Parcel A N16°04’22”W for a distance of 600.73 feet to an iron pin found #5 rebar on the southern right-of-way of Brighton Hill Place; thence turning and running along the right-of-way Brighton Hill place the following courses and distances: along a curve having a chord bearing of N45°50’04”E with a chord length of 90.68 feet and a radius of 551.07 feet to a point; along a curve having a chord bearing of N57°25’02”E with a chord length of 131.70 feet and a radius of 551.07 feet to a pk nail found; along a curve having a chord bearing of N69°01’31”E with a chord length of 91.22 feet and a radius of 551.07 feet to a concrete monument found; thence continuing along the southern right-of-way of Brighton Hill Place N73°46’31”E for a distance of 277.98 feet to a concrete monument found; thence turning and running along the intersection of the right-of-way of Brighton Hill Place and Parklane Road S61°14’39”E for a distance of 70.32 feet to a concrete monument found, being the point and place of beginning, be all measurements a little more or less. Together with and subject to rights of others in and to the non-exclusive easement for access, ingress and egress over the INGRESS/EGRESS EASEMENT, as set forth in that Deed from Koger Properties, Inc. to The South Carolina National Bank, dated August 31, 1992, recorded in Book 1105 at page 032 and labeled and shown shaded on the Plat in Book 740 at page 2261 in the Office of the Register of Deeds for Richland County. Page 1 of 2

Together with and subject to rights of others in and to non-exclusive casement as set forth in the Declaration of Easements and Covenants/Road Maintenance dated July 17, 2002 and recorded July 17, 2002 in Book 00685 at page 1143 in the Office of the Register of Deeds for Richland County. This being the same property conveyed by the following deeds: Deed of Passaic Investment, LLC to Aztec Holdings Columbia, LLC dated February 2,2007 and recorded May 21, 2007 in the Office of the Register of Deeds for Richland County in Book 1315 at page 2960; Deed by Passaic Investment, LLC to Aztec Holdings Columbia, LLC dated December 18, 2003 and recorded December 31,2003 in said ROD Office in Book 890 at page 623; Deed by Columbia Office Investment, LLC, Passaic Investment, LLC, Richland Office Investment, LLC, Sixty-Five Willowbrook Investment, LLC, and Wayne Investment, LLC to Columbia Office Investment, LLC, Passaic Investment, LLC, Richland Office Investment, LLC, Sixty-Five Willowbrook Investment, LLC and Wayne Investment, LLC dated April 21, 2003 and recorded June 11, 2003 in said ROD Office in Book 805 at page 2238; Deed by NetBank, Inc, to Columbia Office Investment, LLC, Passaic Investment, LLC, Richland Office Investment, LLC, Sixty-Five Willowbrook Investment, LLC and Wayne Investment, LLC dated July 17, 2002 and recorded February 6, 2003 in said ROD Office in Book 754 at page 3175 (corrective deed); Deed by NetBank, Inc,. to Columbia Office Investment, LLC, Passaic Investment, LLC, Richland Office Investment, LLC, Sixty-Five Willowbrook Investment, LLC and Wayne Investment, LLC dated July 17, 2002 and recorded July 17, 2002 in said ROD Office in Book 685 at page 1160; Deed to NetBank, Inc. from Resource Bancshares Mortgage Group, Inc. dated May 31, 2002 and recorded in said ROD Office in Book 676 at page 822. TMS# 17101-03-04 Page 2 of 2

EXHIBIT “B” to Limited Warranty Deed 7909 Parklane Road Columbia, South Carolina Permitted Encumbrances 1. Taxes for the year 2011, and subsequent years, a lien not yet due and payable, 2. Rights of tenants, as tenants only, with no purchase options or rights of first refusal. 3. Memorandum of Lease by and between Columbia Office Investment, LLC, Passaic Investment, LLC, Richland Office Investment, LLC, Richland Office Investment, LLC, Sixty-Five Willowbrook Investment, LLC, Aztec Holdings Columbia, LLC and Wayne Investment, LLC, Landlord and Tricenturion, Inc.., Tenant dated February 1, 2006 and recorded February 15, 2006 in the Office of the Register of Deeds for Richland County in Book 1152 at page 662. 4. Memorandum of Lease by and between Columbia Office Investment, LLC, Passaic Investment, LLC, Richland Office Investment, LLC, Richland Office Investment, LLC, Sixty-Five Willowbrook Investment, LLC, Aztec Holdings Columbia, LLC and Wayne Investment, LLC, Landlord and Blue Cross and Blue Shield of South Carolina, Tenant dated February 1, 2006 and recorded February 14, 2006 in the Office of the Register of Deeds for Richland County in Book 1152 at page 687. 5. Easement to the City of Columbia, South Carolina recorded on December 8, 2007 in the Office of the Register of Deeds for Richland County in Book 1381 at page 2968. 6. Declaration of Easements and Covenants/Road Maintenance recorded on July 17, 2002 in the Office of the Register of Deeds for Richland County in Book 685 at page 1143. 7. Documents to South Carolina Electric & Gas Company recorded in the Office of the Register of Deeds for Richland County in Book D 114 at page 738 and Book D 526 at page 63 and Book D 526 at page 92 and Book D 736 at page 992. 8. Deed and Easement to City of Columbia recorded in the Office of the Register of Deeds for Richland County in Book D 1104 at page 176. 9. Non-Exclusive Underground Electric Easement to South Carolina Electric & Gas Company recorded in the Office of the Register of Deeds for Richland County in Book D1104 at page 180. 10. Non-Exclusive Underground Electric Easement to South Carolina Electric & Gas Company recorded in the Office of the Register of Deeds for Richland County in Book D1104 at page 185. Page l of 2

11. Easement and Agreement to East Richland County Public Service District recorded in the Office of the Register of Deeds for Richland County in Book D1104 at page 190. 12. Non-Exclusive Underground Electric Easement to Southern Bell Telephone and Telegraph Company recorded in the Office of the Register of Deeds For Richland County in Book D1104 at page 194. 13. Matters that would be shown on an accurate ALTA survey. Page 2 of 2

EX-10.10

Exhibit 10.10

47201 Lakeview Blvd

Freemont, California

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

September 20, 2011

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	7
5.1	Purchase Price	7
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	8
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	11
7.2	Action of the Purchaser	11
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	12
8.1	Approval of Agreements	12
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12

9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	18
12.3	Publicity	18
12.4	Notices	19
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	20
12.7	Severability	21
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	21
12.10	Section and Other Headings	21
12.11	Time of Essence	22
12.12	Governing Law	22
12.13	Arbitration	22
12.14	Like Kind Exchange	25
12.15	Recording	26
12.16	Non-liability of Trustees of Seller	26
12.17	Non-liability of Trustees of Purchaser	26
12.18	Waiver and Further Assurances	26
12.19	State Specific Provisions	27

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of September 20, 2011, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES 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“Escrow Agreement”  shall have the meaning given such term in Section 4.1(b).

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

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

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; (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.

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

1.14“Purchase Price”  shall mean Fourteen Million Nine Hundred Thirteen Thousand One Hundred Dollars ($14,913,100).

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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.

2.1Purchase 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 December 31, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3Purchase Price.

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

(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 ten (10) 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 (5th) 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

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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 including, without limitation, the Seller’s entire right, title and interest in and to the Holdback Escrow and Instructions Agreement, dated as of March 19, 2009 (the “Escrow Agreement”), with respect to Boston Scientific Corporation’s tenant improvement allowance, and 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;

(c)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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(d)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;

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

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

(g)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’S 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 have delivered 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.  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.  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

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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 have a material adverse effect on the on-going business or operations of the Property; (v), except as described in the Escrow Agreement, 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,

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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.

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 one (1) year, and upon expiration shall be of no further force or effect except to the

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extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year 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 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 one (1) year, 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 one (1) year 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.

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;

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(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 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.

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(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 allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and 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 any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2011 capital expenditure budget previously prepared by the Seller (the “CapEx

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Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(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).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  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

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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)Except as otherwise set forth in this Section 9.2, 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 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 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

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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.

10.3Survival.  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 material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), 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

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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 or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, 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 CommonWealth REIT
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts  02458-1632
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

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

if to the Purchaser, to:

Senior Housing Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts  02458-1632

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Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

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 successors 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 12.14, 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

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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 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 Complete Agreement, 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.

12.10Section 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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12.11Time 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.

12.12Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.13Arbitration.

(a)Any disputes, claims or controversies between the Seller and the Purchaser (i) arising out of or relating to this Agreement, or (ii) brought by or on behalf of any shareholder of the Seller or the Purchaser (which, for purposes of this Section 12.13, shall mean any shareholder of record or any beneficial owner of shares of the Seller or the Purchaser, or any former shareholder of record or beneficial owner of shares of the Seller or the Purchaser), either on his, her or its own behalf, on behalf of the Seller or the Purchaser or on behalf of any series or class of shares of the Seller or the Purchaser or shareholders of the Seller or the Purchaser against the Seller or the Purchaser or any trustee, director, officer, manager (including Reit Management & Research LLC or its successor), agent or employee of the Seller or the Purchaser, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration agreement, the declaration of trust, limited liability company agreement, partnership agreement or analogous governing instruments, as applicable, of the Purchaser or the Seller, or the bylaws of the Purchaser or the Seller (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 12.13.  For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, directors, officers or managers of the Seller or the Purchaser and class actions by a shareholder against those individuals or entities and the Seller or the Purchaser.  For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

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(b)There shall be three arbitrators.  If there are only two parties to the Dispute (with, for purposes of this Section 12.13, any and all parties involved in the Dispute and owned by the same ultimate parent entity treated as one party), each party shall select one arbitrator within 15 days after receipt of a demand for arbitration.  Each party shall be entitled to appoint as its party appointed arbitrator an affiliated or interested person of such party.  If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator within 15 days after receipt of a demand for arbitration.  The respondents, on the one hand, and the claimants, on the other hand, shall each be entitled to appoint as its party appointed arbitrator an affiliated or interested person of such party.  If either a claimant (or all claimants) or a respondent (or all respondents) fails to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request the AAA to provide a list of three proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten days from the date the AAA provides such list to select one of the three arbitrators proposed by AAA.  If such party (or parties) fails to select such arbitrator by such time, the party (or parties) who has appointed the first arbitrator shall then have ten days to select one of the three arbitrators proposed by AAA to be the second arbitrator; and, if he/they should fail to select such arbitrator by such time, the AAA shall select, within 15 days thereafter, one of the three arbitrators it had proposed as the second arbitrator.  The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 15 days of the appointment of the second arbitrator.  If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

(c)The place of arbitration shall be Boston,

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Massachusetts unless otherwise agreed by the parties.

(d)There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

(e)In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts.  Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

(f)Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of the Seller’s or the Purchaser’s award to the claimant or the claimant’s attorneys.  Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

(g)An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators.  Judgment upon the Award may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of

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arbitration proceedings in any court of competent jurisdiction.

(h)Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset.  Each party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.

(i)This Section 12.13 is intended to benefit and be enforceable by the shareholders, trustees, directors, officers, managers (including Reit Management & Research LLC or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.

12.14Like 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 or other operative conveyance instrument, 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.

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12.15Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.16Non-liability of Trustees of Seller.  The Declaration of Trust establishing 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.]

12.17Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, 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 Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.18Waiver and Further Assurances.  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.  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

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evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.19State 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 PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ John C. Popeo
Name:	John C. Popeo
Its:	Treasurer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
Name:	David J. Hegarty
Its:	President

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SCHEDULE A

Land

[See attached legal description.]

 47201 LAKEVIEW BOULEVARD FREMONT, CA  LEGAL DESCRIPTION  THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FREMONT, COUNTY OF ALAMEDA, STATE Of CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:  Parcel 2, Parcel Map 6017, filed November 29, 1990, Map Book 194, Page 60 and 61, Alameda County Records.  APN: 519-1005-081  Property Address: 47201 Lakeview Boulevard, Fremont, California  ii

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

1.Industrial Space Lease (47201 Lakeview Boulevard), dated January 1, 2007, by and between JER BTP II, LLC (“Landlord”) and Boston Scientific Corporation (“Tenant”). Re: Ste. 100.

2.Exhibit C - Work Letter Agreement, dated January 1, 2007, by and between JER Bayside, LLC, JER BTP II, LLC (“Landlord”) and Boston Scientific Corporation (“Tenant”).

3.Exhibit D - Grant of Options to Lease, dated January 1, 2007, by and between JER Bayside, LLC, JER BTP II, LLC (“Landlord”) and Boston Scientific Corporation (“Tenant”).

4.Letter Agreement, dated November 21, 2007, from JER BTP II, LLC (“Landlord”) acknowledged and agreed to by Jason Lester, Boston Scientific Corporation (“Tenant”). Re: ADA improvements to the Building Parking Lot.

SCHEDULE C

Form of Deed

RECORDING REQUESTED BY CHICAGO TITLE COMPANY Recorded at the Request of and When Recorded, Return and Mail Tax Statements to: c/o HRPT Properties Trust 400 Centre Street Newton, MA 02458 Attn: Treasurer The undersigned Grantor declares that documentary transfer tax is not shown pursuant to Section 11932 of the Revenue and Taxation Code, as amended. GRANT DEED For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, JER BTP II, LLC, a Delaware limited liability company (“Grantor”), hereby grants to HUB BAYSIDE PROPERTIES LLC, a Delaware limited liability company (“Grantor”), that certain real property located in the Counity of Alameda, State of California, more particularly described in Exhibit A attached hereto and incorporated herein by this reference (“Property”). The conveyance by Grantor to Grantee pursuant to this Grant Deed is subject to: (i) a lien securing payment of real estate taxes and assessments; (ii) applicable zoning and use laws, ordinances, rules and regulations of any municipality, township, county, state or other governmental agency or authority; (iii) all unrecorded leases of the Property being assigned in Grantee simultaneously herewith; and (iv) all covenants, conditions, easements, restrictions, liens, encumbrances and other exceptions of record, to the extent in force and applicable to the Property. [Text and signatures on following page]

IN WITNESS WHEREOF, Grantor has executed this Grant Deed this 19 day of March, 2009. GRANTOR: JER BTP II, LLC, a Delaware limited liability company By: JER Bayside Member, LLC, a Delaware limited liability company Its: Sole Member By: JER Bayside Investor, LLC, a Delaware limited liability company Its: Member By: JER Bayside Holdings, LLC, a Delaware limited liability company Its: Authorized Member By: Name: GERALD R BEST Its: DIRECTOR & COUNSEL

ACKNOWLEDGMENT STATE OF Virginia) )ss. COUNTY OF FAIRFAX) On 3/12/09, before me, Josephine Busch, Notary Public, personally appeared Gerald R. Beat who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Virginia that the foregoing is true and correct. WITNESS my hand and official seal. Signature Josephine Busch My commission expires Jan 31, 2012 Commission No. 120229

SCHEDULE D

State Specific Provisions

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-10.11

Exhibit 10.11

[5370 Naiman Pkwy, Solon, OH]

PURCHASE AND SALE AGREEMENT

by and between

CW NOM LLC,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

September 20, 2011

[5370 Naiman Pkwy, Solon, OH]

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	3
3.1	Title	3
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	7
5.1	Purchase Price	7
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	8
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	11
7.2	Action of the Purchaser	11
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	12
8.1	Approval of Agreements	12
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12

9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	17
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	18
12.3	Publicity	18
12.4	Notices	19
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	22
12.10	Section and Other Headings	22
12.11	Time of Essence	22
12.12	Governing Law	22
12.13	Arbitration	22
12.14	Like Kind Exchange	25
12.15	Recording	26
12.16	Non-liability of Trustees of Purchaser	26
12.17	Waiver and Further Assurances	26

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[5370 Naiman Pkwy, Solon, OH]

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of September 20, 2011, by and between CW NOM LLC, a Delaware limited liability company (the “Seller”), and SENIOR HOUSING PROPERTIES 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 Ninety Thousand One Hundred Dollars ($3,390,100).

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         “Retained Property”  shall have the meaning given such term in Section 4.1(d).

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 December 31, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3           Purchase Price.

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

(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 ten (10) 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 (5th) 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

4

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 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;

(c)         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);

(d)        A long term land lease, easement and/or master deed, declaration of trust and related condominium documents, in form and substance reasonably satisfactory to the Seller and the Purchaser, as may be necessary to treat the Property and any adjacent land or improvements of the Seller not conveyed hereunder(the “Retained Property”) as separate tax parcels, with each in compliance with applicable law;

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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.

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SECTION 5.                 CONDITIONS TO SELLER’S 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 have delivered 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.  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.  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

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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 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

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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.

6.6           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 one (1) year, and upon expiration shall be of no further force or effect except to the

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extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year 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 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 one (1) year, 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 one (1) year 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.

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;

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(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 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.

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(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 allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and 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 any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)        Amounts payable after the date hereof on account of capital expenditures under the 2011 capital expenditure budget previously prepared by the Seller (the “CapEx

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Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(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).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  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

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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, (iii) fifty percent (50%) of all costs, fees and expenses, including, without, limitation, attorneys’ fees and expenses, incurred in connection with the implementation of the provisions of Section 4.1(d), and (iv) 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, (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges, and (iii) fifty percent (50%) of all costs, fees and expenses, including, without, limitation, attorneys’ fees and expenses, incurred in connection with the implementation of the provisions of Section 4.1(d).

(c)         Except as otherwise set forth in this Section 9.2, 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 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 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,

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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 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 material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

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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 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 or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy

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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 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 CommonWealth REIT
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts  02458-1632
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

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with a copy to:

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

if to the Purchaser, to:

Senior Housing Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts  02458-1632
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

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 successors 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

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against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6            Assignment; Successors and Assigns.  Subject to Section 12.14, 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 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 Complete Agreement, 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

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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          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.

12.11          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.

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

12.13          Arbitration.

(a)         Any disputes, claims or controversies between the Seller and the Purchaser (i) arising out of or relating to this Agreement, or (ii) brought by or on behalf of any shareholder of the Seller or the Purchaser (which, for purposes of this Section 12.13, shall mean any shareholder of record or any beneficial owner of shares of the Seller or the Purchaser, or any former shareholder of record or beneficial owner of shares of the Seller or the Purchaser), either on his, her or its own behalf, on behalf of the Seller or the Purchaser or on behalf of any series or class of shares of the Seller or the Purchaser or shareholders of the Seller or the Purchaser against the Seller or the Purchaser or any trustee, director, officer, manager (including Reit Management & Research LLC or its successor), agent or employee of the Seller or the Purchaser, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration agreement, the declaration of trust, limited liability company agreement, partnership agreement or analogous governing instruments, as applicable, of the Purchaser or the Seller, or the bylaws of the Purchaser or the Seller (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through

22

binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 12.13.  For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, directors, officers or managers of the Seller or the Purchaser and class actions by a shareholder against those individuals or entities and the Seller or the Purchaser.  For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

(b)        There shall be three arbitrators.  If there are only two parties to the Dispute (with, for purposes of this Section 12.13, any and all parties involved in the Dispute and owned by the same ultimate parent entity treated as one party), each party shall select one arbitrator within 15 days after receipt of a demand for arbitration.  Each party shall be entitled to appoint as its party appointed arbitrator an affiliated or interested person of such party.  If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator within 15 days after receipt of a demand for arbitration.  The respondents, on the one hand, and the claimants, on the other hand, shall each be entitled to appoint as its party appointed arbitrator an affiliated or interested person of such party.  If either a claimant (or all claimants) or a respondent (or all respondents) fails to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request the AAA to provide a list of three proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten days from the date the AAA provides such list to select one of the three arbitrators proposed by AAA.  If such party (or parties) fails to select such arbitrator by such time, the party (or parties) who has appointed the first arbitrator shall then have ten days to select one of the three arbitrators proposed by AAA to be the second arbitrator; and, if he/they should fail to select such arbitrator by such time, the AAA shall select, within 15 days thereafter, one of the three arbitrators it had proposed as the second arbitrator.  The two arbitrators so

23

appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 15 days of the appointment of the second arbitrator.  If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

(c)         The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

(d)        There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

(e)         In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts.  Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

(f)         Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of the Seller’s or the Purchaser’s award to the claimant or the claimant’s attorneys.  Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

24

(g)        An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators.  Judgment upon the Award may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

(h)        Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset.  Each party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.

(i)          This Section 12.13 is intended to benefit and be enforceable by the shareholders, trustees, directors, officers, managers (including Reit Management & Research LLC or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.

12.14          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

25

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 or other operative conveyance instrument, 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.

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

12.16          Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, 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 Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.17          Waiver and Further Assurances.  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.  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

26

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.

[Signature page follows.]

27

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

SELLER:
CW NOM LLC, a Delaware limited liability company
By:	/s/ John C. Popeo
Name:	John C. Popeo
Its:	Treasurer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
Name:	David J. Hegarty
Its:	President

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SCHEDULE A

Land

[See attached legal description.]

5370 NAIMAN PARKWAY SOLON, OH LEGAL DESCRIPTION PARCEL 5370 NAIMAN PARKWAY: SITUATED IN THE CITY OF SOLON, COUNTY OF CUYAHOGA AND STATE OF OHIO: AND KNOWN AS BEING A PART OF ORIGINAL SOLON TOWNSHIP LOTS NOS. I AND 16 IN TRACT NO. I AND FURTHER DESCRIBED AS FOLLOWS: BEGINNING IN THE CENTERLINE OF NAIMAN PARKWAY (70 FEET WIDE) AT A POINT DISTANT 1583.03 FEET SOUTHERLY, AS MEASURED ALONG SAID CENTERLINE FROM THE NORTHERLY EXTENT OF DEDICATION AS SHOWN ON THE DEDICATION PLAT OF NAIMAN PARKWAY AS RECORDED IN VOLUME 209, PAGE 20 OF CUYAHOGA COUNTY MAP RECORDS, SAID POINT BENG ALSO THE POINT OF CURVATURE OF CURVE “D” AS APPEARS ON SAID DEDICATION PLAT; THENCE SOUTH 51 SIDEGREES 45’ 39’ WEST A DISTANCE OF 35.00 FEET TO A POINT ON THE WESTERLY SIDELINE OF SAID NAIMAN PARKWAY AND THE PRINCIPAL PLACE OF BEGINNING FOR THE PARCEL OF LAND HEREIN DESCRIBED; THENCE NORTH IS DEGREES 17’ 35’ WEST, 560.80 FEET TO A POINT ON THE WESTERLY LINE OF ORIGINAL SOLON TOWNSHIP LOT NO. 16; THENCE ALONG THE WESTERLY LINE OF SAID ORIGINAL SOLON TOWNSHIP LOT NO. 16, NORTH 1 DEGREE 42’ 24’ EAST 101.41 FEET TO A POINT AT THE COMMON CORNER OF SAID ORIGINAL SOLON TOWNSHIP LOT NO. 16 AND ORIGINAL SOLON TOWNSHIP LOT NO. 1; THENCE ALONG THE WESTERLY LINE OF SAID ORIGINAL SOLON; TOWNSHIP LGT NO. 1. NORTH I DEGREE 42’ 11’ EAST. 406.23 FEET TO A POINT; THENCE SOUTH AS DEGREES 17’ 43’ EAST, 438.00 FEET TO A POINT ON THE SAID WESTERLY SIDELINE OF NAIMAN PARKWAY; THENCE ALONG THE SAID WESTERLY SIDELINE OF NAIMAN PARKWAY SOUTH I DEGREE 42’ 17’ WEST, 203.52 FEET TO A POINT OF CURVATURE; THENCE ALONG THE WESTERLY CURVED SIDELINE OF NAIMAN PARKWAY DEFLECTING TO THE LEFT. HAVING A RADIUS OF 407.01 FEET AND A CHORD BEARING SOUTH 14 DEGREES 46’ 02’ EAST, 230.82 FEET, AN ARC DISTANCE OF 234.03 FEET TO A POINT OF TENDENCY; THENCE ALONG THE SAID WESTERLY SIDELINE OF NAIMAN PARKWAY SOUTH 31 DEGREES 14’ 21’ EAST. 105.47 FEET TO THE PRINCIPAL PLACE OF BEGINNING, BE THE SAME MORE OR LESS, BUT SUBJECT TO ALL LEGAL HIGHWAYS.

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

1.Lease Agreement, dated September 14, 1988, by and between Equitec Real Estate Investors Fund XVI (“Lessor”) and Baxter Healthcare Corporation (“Lessee”).

2.First Amendment, dated November 12, 1993, by and between Hallwood REI Fund XVI, successor in interest to Equitec Real Estate Investors Fund XVI (“Lessor”) and Baxter Healthcare Corporation (“Lessee”).

3.Consent of Landlord, dated August 8, 1996, by and among Hallwood 95, L.P. (“Landlord”), Baxter Healthcare Corporation (“Assignor”) and Allegiance Healthcare Corporation (“Assignee”).

4.Assignment and Assumption, dated September 30, 1996, by and between Baxter Healthcare Corporation (“Assignor”) and Allegiance Healthcare Corporation (“Assignee”).

5.Second Amendment, dated October 15, 1998, by and between Hallwood 95, L.P., successor in interest to Hallwood REI Fund XVI (“Lessor”) and Allegiance Healthcare Corporation f/k/a Baxter Healthcare Corporation (“Lessee”).

6.Third Amendment, dated August 27, 1999, by and between Hallwood 95, L.P. (“Lessor”) and Allegiance Healthcare Corporation f/k/a Baxter Healthcare Corporation (“Lessor”).

7.Fourth Amendment to Lease, dated March 25, 2004, by and between Hallwood 95, L.P. (“Lessor”) and Cardinal Health 200, Inc. f/k/a Allegiance Healthcare Corporation, and also f/k/a Baxter Healthcare Corporation (“Lessor”).

8.Fifth Amendment to Lease, dated November 12, 2007, by

and between HRP Nom L.P. formerly known as Hallwood 95, L.P. (“Lessor”) and Cardinal Health 200, Inc. (“Lessee”).

9.Sixth Amendment to Lease, dated November 12, 2010, HRP Nom L.P. (“Landlord”) and Cardinal Health 200, Inc. (“Tenant”).  Re:  Expansion into 5370 Naiman Parkway, property # 603809, Ste. B, L. Note:  Per Lease Analyst, Ste. B and L will be combined into Ste. B.

10.Seventh Amendment to lease, dated July 13, 2011, by and between CW Nom LLC, successor in interest to HRP Nom L.P. (“Landlord”) and Cardinal Health 200, LLC, fka Cardinal Health 200, Inc. (“Tenant”).

INDEX

Lease

1.Raintree Industrial Lease Agreement, dated November 20, 2001, by and between Hallwood 95, L.P. (“Landlord”) and Integrated Logistics Solutions, LLC (Tenant”).

2.Addendum to Lease, dated November 20, 2001, by and between Hallwood 95, L.P. (“Landlord”) and Integrated Logistics Solutions, LLC (Tenant”).

3.First Amendment to Lease, dated July 24, 2007, by and between HRP Nom L.P. (“Landlord”) and Integrated Logistics Solutions, LLC (Tenant”).

4.Name Change Certificate, dated October 18, 2007, State of Ohio, Office of the Secretary of State, Limited Liability Certificate of Amendment/ Restatement/ Correction changing the name from Integrated Logistics Solutions, LLC to Supply Technologies, LLC.

5.Confirmation of Lease Term, dated April 21, 2008, by and between HRP Nom L.P. (“Landlord”) and Supply Technologies LLC f/k/a Integrated Logistics Solutions, LLC (“Tenant”).

6.Second Amendment, dated May 25, 2010, by and between HRP Nom L.P. (“Landlord”) and Supply Technologies LLC f/k/a Integrated Logistics Solutions, LLC (“Tenant”).  Re:  Expansion to Property #603806, Ste. D, and surrender of space in Property #603810, Ste. B.

Note:

Original lease is for property 5370 Naiman Parkway (# 603809), First Amendment expands to space located in property 5375 Naiman Parkway (# 603810).  Second Amendment expands to space located in property 5275 Naiman Parkway (#603806) and surrenders space located in property 5375 Naiman Parkway (#603810). All original documents are located in property # 603809 lease pressboard.

SCHEDULE C

Form of Deed

SPECIAL WARRANTY DEED (Contribution) STATE OF NEW YORK § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NEW YORK § THAT HALLWOOD REALTY PARTNERS, L.P., (“HRP”), a Delaware limited partnership, and HWG REALTY INVESTORS, INC. (“HWG”), a Delaware corporation (HRP and HWG are hereinafter referred to collectively as “Grantor”), as a contribution to Grantee (defined herein) for valuable consideration paid, Grant(s), with limited warranty covenants, to HALLWOOD 95, L.P. (“Grantee”), a Delaware limited partnership, whose tax mailing address is 3710 Rawlins, Suite 1500, Dallas, Texas 75219, the following described Real Property: See Exhibit “A”, attached hereto and incorporated herein by reference. WHEREAS, this contribution shall be effectuated by (i) a portion of HRP’s interest in the Property being contributed directly into Assignee and (ii) a portion of HRP’s interest (the “HRP Interest”) in the Property being contributed into HRP 95, L.L.C., a Delaware limited liability company, who in turn will contribute all of the HRP Interest to Assignee. This will result in a contribution to Assignee of all of HRP’s interest in and to the Property. WHEREAS, this contribution shall be effectuated by (i) HWG contributing all of its interest in the Property (the “HWG Interest”) to HWG 95 Advisors, Inc. (“HWG 95”), a Delaware limited liability company, (ii) HWG 95 immediately contributing the HWG Interest to HRP 95, L.L.C. (“HRP 95”), a Delaware limited liability corporation, and (iii) HRP 95 immediately contributing the HWG Interest to Assignee. HALLWOOD REALTY PARTNERS, L.P., a Delaware limited partnership By: Hallwood Realty Corporation, a Delaware corporation, general partner By: Print: Title: Vice President Description: Coyahoga, OH Document-Year.DocID 1995.110468 Page: 1 of 17 Order: as Comment:

HWG REALTY INVESTORS, INC., a Delaware corporation: By: Print: Title: Vice President Witness May hand(s) this 24th day of September, 1995. Signed and acknowledged in the presence of: STATE OF NEW YORK § § COUNTY OF NEW YORK § Be It Remembered, That on the 29th day of September, 1995, before me, the subscriber, a Delaware general partnership, in and for said county, personally came HALLWOOD REALTY PARTNERS, L.P., a Delaware limited partnership, the Grantor in the foregoing Deed, and acknowledged the signing thereof to be its voluntary acts and deed. In Testimony Whereof, I have hereunto subscribed my hand and affixed my seal on the day and year aforesaid. Signature Lisa J. Dejesus Printed Name ** BY HALLWOOD REALTY CORPORATION, A DELAWARE CORPORATION, GENERAL PARTNER, BY ITS VICE PRESIDENT, JEFFREY D. CENT. Description: Coyahoga, OH Document-Year.DocID 1995.110468 Page: 2 of 17 Order: as Comment:

STATE OF NEW YORK § § COUNTY OF NEW YORK § Be It Remembered, That on the 29th day of September, 1995, before me, the subscriber, a Delaware general partnership, in and for said county, personally came HWG REALTY INVESTORS, INC., a Delaware corporation, the Grantor in the foregoing Deed, and acknowledged the signing thereof to be its voluntary acts and deed. In Testimony Whereof, I have hereunto subscribed my hand and affixed my ____ seal on the day and year aforesaid. Signature Lisa J. Dejesus Printed Name Notary Public My Commission Expires 8.2.1996 This instrument was prepared by:  Mark A. Weibel, Esq. Jenkins & Gilchrist, a Professional Corporation 1445 Ross Avenue, Suite 3200 Dallas, Texas 75202 ***BY JEFFREY D. CENT, VICE PRESIDENT Description: Coyahoga, OH Document-Year.DocID 1995.110468 Page: 3 of 17 Order: as Comment:

EX-10.12

Exhibit 10.12

11209-11211 N. Tatum Blvd, Phoenix, AZ

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

September 20, 2011

11209-11211 N. Tatum Blvd, Phoenix, AZ

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	3
3.1	Title	3
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	7
5.1	Purchase Price	7
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	8
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	11
7.2	Action of the Purchaser	11
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	12
8.1	Approval of Agreements	12
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
SECTION 9.	APPORTIONMENTS	12

9.1	Real Property Apportionments	12
9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	17
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	18
12.3	Publicity	18
12.4	Notices	19
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	22
12.10	Section and Other Headings	22
12.11	Time of Essence	22
12.12	Governing Law	22
12.13	Arbitration	22
12.14	Like Kind Exchange	25
12.15	Recording	26
12.16	Non-liability of Trustees of Seller	26
12.17	Non-liability of Trustees of Purchaser	26
12.18	Waiver and Further Assurances	26
12.19	State Specific Provisions	27

2

11209-11211 N. Tatum Blvd, Phoenix, AZ

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of September 20, 2011, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES 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 Nine Million Eighty-Four Thousand Eight Hundred Dollars ($9,084,800).

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

2

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

1.16“Retained Property”  shall have the meaning given such term in Section 4.1(d).

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.

2.1Purchase 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 December 31, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3Purchase Price.

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

(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 ten (10) 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 (5th) 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 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;

(c)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);

(d)A long term land lease, easement and/or master deed, declaration of trust and related condominium documents, in form and substance reasonably satisfactory to the Seller and the Purchaser, as may be necessary to treat the Property and any adjacent land or improvements of the Seller not conveyed hereunder(the “Retained Property”) as separate tax parcels, with each in compliance with applicable law;

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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.

4.2Title 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’S 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 have delivered 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.  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.  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

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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 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

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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.

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 one (1) year, and upon expiration shall be of no further force or effect except to the

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extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year 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 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 one (1) year, 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 one (1) year 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.

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;

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(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 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.

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(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 allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and 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 any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2011 capital expenditure budget previously prepared by the Seller (the “CapEx

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Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(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).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  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

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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, (iii) fifty percent (50%) of all costs, fees and expenses, including, without, limitation, attorneys’ fees and expenses, incurred in connection with the implementation of the provisions of Section 4.1(d), and (iv) 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, (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges, and (iii) fifty percent (50%) of all costs, fees and expenses, including, without, limitation, attorneys’ fees and expenses, incurred in connection with the implementation of the provisions of Section 4.1(d).

(c)Except as otherwise set forth in this Section 9.2, 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 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 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,

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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 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 material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

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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 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 or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy

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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 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 CommonWealth REIT
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458-1632
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

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with a copy to:

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

if to the Purchaser, to:

Senior Housing Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458-1632
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

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 successors 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

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against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6Assignment; Successors and Assigns.  Subject to Section 12.14, 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 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 Complete Agreement, 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

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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.

12.10Section 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.

12.11Time 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.

12.12Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.13Arbitration.

(a)Any disputes, claims or controversies between the Seller and the Purchaser (i) arising out of or relating to this Agreement, or (ii) brought by or on behalf of any shareholder of the Seller or the Purchaser (which, for purposes of this Section 12.13, shall mean any shareholder of record or any beneficial owner of shares of the Seller or the Purchaser, or any former shareholder of record or beneficial owner of shares of the Seller or the Purchaser), either on his, her or its own behalf, on behalf of the Seller or the Purchaser or on behalf of any series or class of shares of the Seller or the Purchaser or shareholders of the Seller or the Purchaser against the Seller or the Purchaser or any trustee, director, officer, manager (including Reit Management & Research LLC or its successor), agent or employee of the Seller or the Purchaser, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration agreement, the declaration of trust, limited liability company agreement, partnership agreement or analogous governing instruments, as applicable, of the Purchaser or the Seller, or the bylaws of the Purchaser or the Seller (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through

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binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 12.13.  For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, directors, officers or managers of the Seller or the Purchaser and class actions by a shareholder against those individuals or entities and the Seller or the Purchaser.  For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

(b)There shall be three arbitrators.  If there are only two parties to the Dispute (with, for purposes of this Section 12.13, any and all parties involved in the Dispute and owned by the same ultimate parent entity treated as one party), each party shall select one arbitrator within 15 days after receipt of a demand for arbitration.  Each party shall be entitled to appoint as its party appointed arbitrator an affiliated or interested person of such party.  If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator within 15 days after receipt of a demand for arbitration.  The respondents, on the one hand, and the claimants, on the other hand, shall each be entitled to appoint as its party appointed arbitrator an affiliated or interested person of such party.  If either a claimant (or all claimants) or a respondent (or all respondents) fails to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request the AAA to provide a list of three proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten days from the date the AAA provides such list to select one of the three arbitrators proposed by AAA.  If such party (or parties) fails to select such arbitrator by such time, the party (or parties) who has appointed the first arbitrator shall then have ten days to select one of the three arbitrators proposed by AAA to be the second arbitrator; and, if he/they should fail to select such arbitrator by such time, the AAA shall select, within 15 days thereafter, one of the three arbitrators it had proposed as the second arbitrator.  The two arbitrators so

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appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 15 days of the appointment of the second arbitrator.  If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

(c)The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

(d)There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

(e)In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts.  Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

(f)Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of the Seller’s or the Purchaser’s award to the claimant or the claimant’s attorneys.  Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

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(g)An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators.  Judgment upon the Award may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

(h)Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset.  Each party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.

(i)This Section 12.13 is intended to benefit and be enforceable by the shareholders, trustees, directors, officers, managers (including Reit Management & Research LLC or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.

12.14Like 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

25

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 or other operative conveyance instrument, 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.

12.15Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.16Non-liability of Trustees of Seller.  The Declaration of Trust establishing 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.

12.17Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, 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 Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.18Waiver and Further Assurances.  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

26

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.  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.

12.19State 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 PROPERTIES TRUST, a Maryland real
estate investment trust
By:	/s/ John C. Popeo
Name:	John C. Popeo
Its:	Treasurer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a
Maryland real estate investment trust
By:	/s/ David J. Hegarty
Name:	David J. Hegarty
Its:	President

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SCHEDULE A

Land

That portion of the Northwest quarter of the Southwest quarter of Section 20, Township 3 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, described as follows:

Commencing at the West quarter corner of said Section 20;

Thence South 01 degree 10 minutes 13 seconds East, along the West line of the Northwest quarter of the Southwest quarter of said Section 20, 170.91 feet to the Point of Beginning;

Thence South 51 degrees 10 minutes 10 seconds East, 742.65 feet;

Thence South 38 degrees 49 minutes 50 seconds West, 200.00 feet;

Thence North 51 degrees 10 minutes 10 seconds West, 196.67 feet;

Thence South 38 degrees 49 minutes 50 seconds West, 240.64 feet;

Thence South 01 degree 10 minutes 13 seconds East, 38.33 feet;

Thence North 51 degrees 10 minutes 10 seconds West, 104.43 feet to a point on the Easterly right of way line of Tatum Blvd.;

Thence South 88 degrees 49 minutes 47 seconds West, 55.00 feet to a point on the West line of the Northwest quarter of the Southwest quarter of said Section 20;

Thence North 01 degree 10 minutes 13 seconds West, along said West line, 659.70 feet to the Point of Beginning;

Except the West 55.00 feet, thereof; and

Except that part of said Southwest quarter of Section 20, described as follows:

Commencing at a point which is South 01 degree 10 minutes 13 seconds East, 661.32 feet and North 88 degrees 49 minutes 47 seconds East, 55 feet from the Northwest corner of the Southwest quarter of said Section 20;

Thence continuing North 88 degrees 49 minutes 47 seconds East, 12.00 feet;

Thence South 01 degree 10 minutes 13 seconds East, parallel with the West line of said Southwest quarter, 269.76 feet;

Thence South 88 degrees 49 minutes 47 seconds West, 12.00 feet;

Thence to the point of commencement.

ii

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

1.Lease Agreement, dated September 6, 2007, by and between Hub Properties Trust (“Landlord”) and Analytic Medical Imaging, Ltd., d/b/a Arizona Medical Imaging (“Tenant”).

2.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, executed March 6, 2008, by and between Hub Properties Trust (“Landlord”) and Analytic Medical Imaging, Ltd. (“Tenant”).  Re:   Commencement occurred November 16, 2007, and the Original Term will expire November 30, 2012.

INDEX

Lease

1.Lease Agreement, dated July 17, 2009, by and between Hub Properties Trust (“Landlord”) and Applied Economics (“Tenant”).

2.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, executed October 30, 2009, by Hub Properties Trust (“Landlord”) and Applied Economics (“Tenant”).  Re:  Commencement date occurred August 1, 2009, and the Original Term will expire October 31, 2012.

INDEX

Lease

1.Lease of Parking Spaces, dated November 9, 2010, by and between Hub Properties Trust (“Landlord”) and Applied Economics (“Tenant”).  Re:  Ste. PRK24

INDEX

Lease

1.Lease Agreement, dated November 19, 2008, by and between Hub Properties Trust (“Landlord”) and BDA AZ, Inc. (“Tenant”).

2.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, dated November 19, 2008, by and between Hub Properties Trust (“Landlord”) and BDA AZ, Inc. (“Tenant”).  Re:  Commencement Date occurred January 5, 2009, and the Original Term will expire June 4, 2014.

INDEX

Lease

1.Lease Agreement, dated July 20, 2001, by and between LAFP Phoenix, Inc. (“Landlord”) and Bridgers & Paxton Consulting Engineers, Inc. (“Tenant”).

2.Exhibit F- Confirmation of Commencement and Expiration Dates, undated, by and between LAFP Phoenix, Inc. (“Landlord”) and Bridgers & Paxton Consulting Engineers, Inc. (“Tenant”).  Re:  The Commencement Date occurred October 1, 2001, and the Expiration Date is December 31, 2006.

3.Lease of Parking Spaces, dated February 25, 2003, by and between Hub Properties Trust (“Landlord”) and Bridgers & Paxton Consulting Engineers, Inc. (“Tenant”). Re: Seven (7) reserved parking located on P1 level of parking garage on month to month basis.

4.Lease of Parking Spaces, dated June 3, 2004, by and between Hub Properties Trust (“Landlord”) and Bridgers & Paxton Consulting Engineers, Inc. (“Tenant”). Re: Two (2) unreserved parking located on P1 level of parking garage on month to month basis.

5.First Amendment to Lease, dated June 6, 2006, by and between Hub Properties Trust, successor in interest to LAFP Phoenix, Inc.  (“Landlord”) and Bridgers & Paxton Consulting Engineers, Inc. (“Tenant”).

6.Second Amendment to Lease, dated October 25, 2010, by and between Hub Properties Trust (“Landlord”) and Bridgers & Paxton Consulting Engineers, Inc. (“Tenant”).

INDEX

Lease

1.Office Lease Agreement, dated October 31, 2000, by and between LAFP Phoenix, Inc. (“Landlord”) and Camelback Women’s Health, P.C. (“Tenant”). Note:  Guaranty and Joinder attached.

2.First Amendment to Office Lease Agreement, dated May 1, 2001, by and between LAFP Phoenix, Inc. (“Landlord”) and Camelback Women’s Health, P.C. (“Tenant.”). Note:  Affirmation of Guaranty and Joinder attached.

3.Second Amendment to Lease, dated August 9, 2002, by and between Hub Properties Trust, successor in interest to LAFP Phoenix, Inc. (“Landlord”) and Camelback Women’s Health, P.C. (“Tenant.”). Note:  Affirmation of Guaranty and Joinder attached.

4.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, dated January 6, 2003, by and between Hub Properties Trust (“Landlord”) and Camelback Women’s Health, P.C. (“Tenant”). Re: Commencement Date occurred January 1, 2001, and the Original Term will expire on December 31, 2008.  Note:  Affirmation of Guaranty and Joinder attached.

5.Lease of Parking Spaces, dated December 11, 2006, by and between Hub Properties Trust (“Landlord”) and Camelback Women’s Health, P.C. (“Tenant”). —Copy Terminated 6/30/08

6.Third Amendment to Lease, dated April 9, 2008, by and between Hub Properties Trust (“Landlord”) and Camelback Women’s Health, P.C. (“Tenant”).  Note:   Guaranty attached.

7.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, dated July 10, 2008, by and between Hub Properties Trust (“Landlord”) and Camelback Women’s Health, P.C. (“Tenant”).   Re:  Expansion Date occurred June 19, 2008 and the Expiration Date will be June 30, 2016.

INDEX

Lease

1.Lease Agreement, dated December 10, 2001, by and between LAFP Phoenix, Inc. (“Landlord”) and R.L. Gresham & Co., Inc. (“Tenant”). Re: Ste. B-208.

2.First Amendment to Lease, dated March 15, 2007, by and between Hub Properties Trust, successor in interest to LAFP Phoenix, Inc.  (“Landlord”) and Carl Warren & Company, successor in interest to R.L. Gresham & Co., Inc. (“Tenant”).  Re: Extension and relocation from Ste. B-208 to B-110.

3.Second Amendment to Lease, dated April 14, 2010, by and between Hub Properties Trust (“Landlord”) and Carl Warren & Company (“Tenant”).  Re:  Extension and relocation from Ste. B-110 to B-130.

INDEX

Lease

1.Lease Agreement, dated June 27, 2011, by and between Hub Properties Trust (“Landlord”) and Clear Title Agency of Arizona, LLC (“Tenant”).  Re:  Ste.  A-150

INDEX

Lease

1.Telecommunications Facilities Agreement, dated September 24, 2002, by and between Hub Properties Trust (“Owner”) and CoxCom, Inc. d/b/a Cox Communications Phoenix (“Company”).

2.First Amendment to Telecommunications Facilities Agreement, dated August 27, 2009, by and between Hub Properties Trust (“Owner”) and CoxCom, Inc. d/b/a Cox Communications Phoenix (“Company”).

INDEX

Lease

1.Lease Agreement, dated April 24, 2009, by and between Hub Properties Trust (“Landlord”) and Engle Martin & Associates, Inc. (“Tenant”).

2.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, executed July 22, 2009, by and between Hub Properties Trust (“Landlord”) and Engle Martin & Associates, Inc. (“Tenant”).  Re:  Commencement Date occurred May 18, 2009, and the Original Term will expire November 20, 2014.

INDEX

Lease

1.Letter Agreement, dated June 29, 2011, from David M. Lepore, Senior Vice President, Hub Properties Trust (“Landlord”) agreed to and accepted by John Hall & Associates, Inc. (“Tenant”).  Re:  Ste. B-230

INDEX

Lease

1.Lease Agreement, dated October 29, 1985, by and between Anasazi Business Park Development Company No. 1 (“Landlord”) and John Hall & Associates, Inc. (“Tenant”).

2.First Amendment to Lease, dated June 10, 1988, by and between Anasazi Business Park Development Company No. 1 (“Landlord”) and John Hall & Associates, Inc. (“Tenant”).

3.Second Amendment to Lease, dated April 26, 1989, by and between Anasazi Business Park Development Company No. 1 (“Landlord”) and John Hall Associates, Inc. (“Tenant”).

4.Third Amendment to Lease, dated September     , 1989, by and between Anasazi Business Park Development Company No. 1 (“Landlord”) and John Hall & Associates, Inc. (“Tenant”).

5.Fourth Amendment to Lease, undated, by and between Anasazi Business Park Development Company No. 1 (“Landlord”) and John Hall Associates, Inc. (“Tenant”).

6.Fifth Amendment to Lease, dated September 23, 1993, by and between SPV III, Inc. (“Landlord”) and John Hall & Associates, Inc. (“Tenant”).

7.Sixth Amendment to Lease, dated June 30, 1998, by and between LAFP Phoenix, Inc., predecessors in interest to SPV III, Inc. (“Landlord”) and John Hall & Associates, Inc. (“Tenant”).  Note: Storage Agreement attached as part of amendment.

8.Seventh Amendment to Lease, dated August 9, 2002, by and between Hub Properties Trust, successor in interest to Anasazi Business Park Development Company No. 1 (“Landlord”) and John Hall & Associates, Inc. (“Tenant”).  Re:  Ste. 240

9.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, executed November 20, 2003, by and between Hub Properties Trust (“Landlord”) and John Hall &

Associates, Inc. (“Tenant”).  Re:  Commencement Date occurred on April 21, 2003, and the Original Term will expire on December 31, 2006.

10.Eighth Amendment to Lease, dated September 22, 2005, by and between Hub Properties Trust (“Landlord”) and John Hall & Associates, Inc. (“Tenant”).

11.Ninth Amendment to Lease, dated May 28, 2010, by and between Hub Properties Trust (“Landlord”) and John Hall & Associates, Inc. (“Tenant”).

12.Tenth Amendment to Lease, dated September 27, 2010, by and between Hub Properties Trust (“Landlord”) and John Hall & Associates, Inc. (“Tenant”).  Re:  Extension of Storage Space Lease to run conterminously with the main lease.

INDEX

Lease

1.Lease Agreement, dated January 15, 1997, by and between SPV III, Inc. (“Landlord”) and Transnation Title Insurance Company (“Tenant”).

2.First Amendment to Lease, dated September 29, 1999, by and between LAFP Phoenix, Inc., successor in interest to SPV III, Inc.  (“Landlord”) and Transnation Title Insurance Company (“Tenant”).

3.Month-to-Month Parking Agreement, dated April 9, 2001, by and between Lowe Enterprises Commercial Group, Inc. (“Landlord”) to Transnation Title Insurance Company (“Tenant”).

4.Second Amendment to Lease, dated December 18, 2002, by and between Hub Properties Trust, successor in interest to SPV III, Inc. (“Landlord”) and Transnation Title Insurance Company (“Tenant”)

5.Third Amendment to Lease, dated March 16, 2007, by and between Hub Properties Trust (“Landlord”) and Transnation Title Insurance Company (“Tenant”).

6.Fourth Amendment to Lease, dated August 31, 2009, by and between Hub Properties Trust (“Landlord”) and Lawyers Title Insurance Corporation, successor in interest to Transnation Title Insurance Company (“Tenant”).

INDEX

Lease

1.Lease Agreement, dated June 18, 2003, by and between Hub Properties Trust (“Landlord”) and First Horizon Home Loan Corporation (“Tenant”).

2.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, dated January 23, 2004, by and between Hub Properties Trust (“Landlord”) and First Horizon Loan Corporation (“Tenant”).  Re:  Commencement Date occurred January 1, 2004, and the Original Term will expire December 31, 2006.

3.First Amendment to Lease, dated August 25, 2006, by and between Hub Properties Trust (“Landlord”) and First Horizon Home Loan Corporation (“Tenant”).

4.Letter Agreement,dated July 10, 2007, from Jennifer B. Clark, Senior Vice President, Hub Properties Trust (“Landlord”) agreed to by Ronald L. Bastek, Senior Vice President, First Tennessee Bank National Association dba First Horizon Home Loans (“Tenant”).

5.Assignment and Assumption of Leases,dated August 31, 2008, by and between First Tennessee Bank National Association (“Assignor”) and Metlife Bank National Association (“Assignee”). Note: This document relates to tenant property # 604255-Foster Plaza, copy in file.

6.Consent to Assignment and Assumption of Lease, dated August 25, 2008, by and among Hub Properties Trust (“Landlord”), First Horizon Home Loan Corporation (“Original Tenant”), First Tennessee Bank National Association d/b/a First Horizon Home Loans (“Tenant”) and Metlife Bank, N.A. (“Assignee”). Note: This document relates to tenant property # 604255-Foster Plaza, copy in file.

INDEX

Lease

1.Lease Agreement, dated May 11, 2009, by and between Hub Properties Trust (“Landlord”) and Old Republic Title Insurance Agency, Inc. (“Tenant”).

2.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, executed August 19, 2009, by Hub Properties Trust (“Landlord”) and Old Republic Title Insurance Agency, Inc. (“Tenant”). Re:  Commencement Date occurred July 1, 2009, and the Original Term will expire October 31, 2014.

3.First Amendment to Lease, dated June 7, 2011, by and between Hub Properties Trust (“Landlord”) and Old Republic Title Insurance Agency, Inc. (“Tenant”).  Re:  Renewal and relocation from Ste. A-150 to Ste. A-120

INDEX

Lease

1.Lease Agreement, dated November 13, 2000, by and between LAFP Phoenix, Inc. (“Landlord”) and Paradise Valley Family Medicine (“Tenant”).

2.First Amendment to Lease, dated May 15, 2001, by and between LAFP Phoenix, Inc. (“Landlord”), and Paradise Valley Family Medicine (“Tenant”).

3.Second Amendment to Lease, dated April 22, 2007, by and between Hub Properties Trust, successor in interest to LAFP Phoenix, Inc. (“Landlord”) and Paradise Valley Family Medicine (“Tenant”).

INDEX

Lease

1.Lease of Parking Spaces, dated February 4, 2003, by and between Hub Properties Trust (“Landlord”) and Paradise Valley Family Medicine (“Tenant”). -Terminated

2.Lease of Parking Spaces, dated June 20, 2005, by and between Hub Properties Trust (“Landlord”) and Paradise Valley Family Medicine (“Tenant”). -Terminated

3.Lease of Parking Spaces, dated March 10, 2008 by and between Hub Properties Trust (“Landlord”) and Paradise Valley Medicine (“Tenant”).

INDEX

Lease

1.Easement Agreement, dated April 28, 2011, by and between Hub Properties Trust (“Grantor”) and Qwest Corporation (“Grantee”).

INDEX

Lease

1.Lease Agreement, dated December 29, 2000, by and between LAFP Phoenix, Inc. (“Landlord”) and Realty Executives, Inc. (“Tenant”).

2.First Amendment to Lease, dated June 6, 2005, by and between Hub Properties Trust, successor in interest to LAFP Phoenix, Inc. (“Landlord”) and Realty Executives, Inc. (“Tenant”).

3.Second Amendment to Lease, dated October 29, 2010, by and between Hub Properties Trust (“Landlord”) and Realty Executives, Inc. (“Tenant”).

INDEX

Lease

1.Lease Agreement, dated June 22, 2001, by and between LAFP Phoenix, Inc. (“Landlord”) and Sonora Quest Laboratories, LLC (“Tenant”).

2.Exhibit F — Confirmation of Commencement and Expirations Dates, undated, by and between Lowe Enterprises Investment Management, Inc., as agent for LAFP Phoenix, Inc. (“Landlord”) and Sonora Quest Laboratories, LLC (“Tenant”).  Re:  Commencement Date occurred August 17, 2001, and the Original Term will expire August 31, 2006.  Unsigned.  Note:  Signed Certificate of Substantial Completion dated August 17, 2001, attached.

3.First Amendment to Lease, dated June 19, 2006, by and between Hub Properties Trust (“Landlord”) and Sonora Quest Laboratories, LLC (“Tenant”).

4.Consent to Sublease Agreement and Second Amendment to Lease, dated May 12, 2008, by and between Hub Properties Trust (“Landlord”), Sonora Quest Laboratories, LLC (“Tenant”) and Stonecreek Medical Associates, P.C. (“Subtenant”).

INDEX

Lease

1.Letter Agreement, dated September 14, 2004, by and between Hub Properties Trust (“Landlord”) and Southwest Hematology Oncology, Inc. (“Tenant”).

2.Lease Agreement, dated December 20, 2004, by and between Hub Properties Trust (“Landlord”) and Southwest Hematology Oncology, P.C. (“Tenant”).

3.Guaranty, dated December 20, 2004, from Jeffrey Isaacs, M.D. and Marion Isaacs (“Guarantor”) to Hub Properties Trust (“Landlord”).

4.First Amendment to Lease, dated April 21, 2005, by and between Hub Properties Trust (“Landlord”) and Southwest Hematology Oncology, P.C. (“Tenant”).

5.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, dated July 15, 2005, by and between Hub Properties Trust (“Landlord”) and Southwest Hematology Oncology, P.C. (“Tenant”).  Re:  Commencement occurred April 1, 2005 and the Original Term will expire June 30, 2012.

6.Lease of Parking Spaces, dated August 8, 2005, by and between Hub Properties Trust (“Landlord”) and Southwest Hematology Oncology, P.C. (“Tenant”).

7.Lease of Parking Spaces, dated August 1, 2006, by and between Hub Properties Trust (“Landlord”) and Southwest Hematology Oncology, P.C. (“Tenant”).

8.Second Amendment to Lease, dated December 19, 2007, by and between Hub Properties Trust (“Landlord”) and Southwest Hematology Oncology, P.C. (“Tenant”).

9.First Amendment to Guaranty, dated December 19, 2007, by Jeffrey Isaacs, M.D. and Marion Isaacs (“Guarantor”) to Hub Properties Trust (“Landlord”).

10.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, dated May 29, 2009, by and between Hub Properties Trust (“Landlord”) and Southwest Hematology Oncology, P.C. (“Tenant”).  Re: Expansion date occurred January 5, 2009.

INDEX

Lease

1.Lease Agreement, dated July 1, 2005, between Hub Properties Trust (“Landlord”) and Stonecreek Medical Associates, P.C. (“Tenant”).

INDEX

Lease

1.Lease Agreement, dated July 1, 2005, between Hub Properties Trust (“Landlord”) and Stonecreek Medical Associates, P.C. (“Tenant”).

INDEX

Lease

1.Lease of Parking Spaces, dated July 9, 2008, by and between Hub Properties Trust (“Landlord”) and Stonecreek Medical Associates, P.C. (“Tenant”).  Re:  3 spaces

2.Lease of Parking Spaces, dated July 10, 2008, by and between Hub Properties Trust (“Landlord”) and Stonecreek Medical Associates, P.C. (“Tenant”).  Re:  1 space

INDEX

Lease

1.Lease Agreement, dated November 18, 2002, by and between Hub Properties Trust (“Landlord”) and United Parcel Service (“Tenant”).

SCHEDULE C Form of Deed CHICAGO TITLE INSURANCE COMPANY When Recorded, Return To: Sullivan & Worcester LLP One Post Office Square Boston, Massachusetts 02109 Attn: Sander Ash Esq. 2123116-46 1of 1 SPECIAL WARRANTY DEED For the consideration of Ten Dollars and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned LAFP PHOENIX, INC., a California corporation (the “Grantor”), does hereby grant and convey to HUB PROPERTIES TRUST, a Maryland Real Estate Investment Trust, whose address is 400 Centre Street, Newton Massachusetts 02458, that certain real property situated in Maricopa County, Arizona, together with all rights and privileges appurtenant thereto, described as follows: SEE SCHEDULE “1” ATTACHED HERETO AND INCORPORATED HEREIN The above-described property is conveyed subject only to those matters set forth in Schedule “2” attached hereto and incorporated herein by this reference, and to all other matters of record, or which would be disclosed by a survey or inspection of the Property, as of the date hereof. The Grantor hereby binds itself and its successors to warrant and defend the title against all acts of the Grantor herein and no other, subject only to the matters above set forth. DATED this 1ST day of FEBRUARY, 2002. SELLER: LAFP PHOENIX, INC., a California corporation By: [ILLIGIBLE] Name/Title: [ILLIGIBLE]

ACKNOWLEDGMENTS STATE OF CALIFORNIA COUNTY OF LOS ANGELES On January 18, 2002, before me, Tommie Minard, personally appeared Tom Lopez, personally known to be (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 [SEAL] Tommie Minard TOMMIE MINARD Commission # 1262391 Notary Public - California Los Angeles County My Comm. Expires Apr 30, 2004

SCHEDULE D

State Specific Provisions

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-10.13

Exhibit 10.13

475 Virginia Drive

Ft Washington, PA

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

September 20, 2011

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	3
3.1	Title	3
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	6
5.3	Other Conditions	6
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	7
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	10
7.2	Action of the Purchaser	10
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	11
8.1	Approval of Agreements	11
8.2	Operation of Property	11
8.3	Compliance with Laws, Etc.	11
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12

9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	17
12.1	Allocation of Liability	17
12.2	Brokers	18
12.3	Publicity	18
12.4	Notices	18
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	20
12.7	Severability	20
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	21
12.10	Section and Other Headings	21
12.11	Time of Essence	21
12.12	Governing Law	21
12.13	Arbitration	21
12.14	Like Kind Exchange	25
12.15	Recording	25
12.16	Non-liability of Trustees of Seller	25
12.17	Non-liability of Trustees of Purchaser	25
12.18	Waiver and Further Assurances	26

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of September 20, 2011, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES 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 Seven Million Three Hundred Eighty One Thousand Four Hundred Dollars ($7,381,400).

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.

2.1Purchase 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 December 31, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3Purchase Price.

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

(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.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an

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“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 (5th) 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 examinations, surveys, environmental assessments, building

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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 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;

(c)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);

(d)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;

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

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

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(g)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.

SECTION 5.CONDITIONS TO SELLER’S 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 have delivered 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

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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.  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.  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 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

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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 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

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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 one (1) year, 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 one (1) year 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

9

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 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:

7.1Status 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

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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 one (1) year, 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 one (1) year 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

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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.

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

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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 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

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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 allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and 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 any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2011 capital expenditure budget previously prepared by the Seller (the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(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

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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).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  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 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

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percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)Except as otherwise set forth in this Section 9.2, 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 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 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 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

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(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 material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), 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 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

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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 or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, 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 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

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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 CommonWealth REIT
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts  02458-1632
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

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

if to the Purchaser, to:

Senior Housing Properties Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts  02458-1632
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

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 successors 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

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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 12.14, 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 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

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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 Complete Agreement, 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.

12.10Section 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.

12.11Time 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.

12.12Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.13Arbitration.

(a)Any disputes, claims or controversies between the Seller and the Purchaser (i) arising out of or relating to this Agreement, or (ii) brought by or on behalf of any shareholder of the Seller or the Purchaser (which, for purposes of this Section 12.13, shall mean any shareholder of record or any beneficial owner of shares of the Seller or the Purchaser, or any former shareholder of record or

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beneficial owner of shares of the Seller or the Purchaser), either on his, her or its own behalf, on behalf of the Seller or the Purchaser or on behalf of any series or class of shares of the Seller or the Purchaser or shareholders of the Seller or the Purchaser against the Seller or the Purchaser or any trustee, director, officer, manager (including Reit Management & Research LLC or its successor), agent or employee of the Seller or the Purchaser, including disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration agreement, the declaration of trust, limited liability company agreement, partnership agreement or analogous governing instruments, as applicable, of the Purchaser or the Seller, or the bylaws of the Purchaser or the Seller (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes, shall on the demand of any party to such Dispute be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 12.13.  For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against trustees, directors, officers or managers of the Seller or the Purchaser and class actions by a shareholder against those individuals or entities and the Seller or the Purchaser.  For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party.

(b)There shall be three arbitrators.  If there are only two parties to the Dispute (with, for purposes of this Section 12.13, any and all parties involved in the Dispute and owned by the same ultimate parent entity treated as one party), each party shall select one arbitrator within 15 days after receipt of a demand for arbitration.  Each party shall be entitled to appoint as its party appointed arbitrator an affiliated or interested person of such party.  If there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one arbitrator within 15 days after receipt of a demand for arbitration.  The respondents, on the one hand, and the claimants, on the other hand, shall each be entitled to appoint as its party appointed arbitrator an affiliated or

22

interested person of such party.  If either a claimant (or all claimants) or a respondent (or all respondents) fails to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request the AAA to provide a list of three proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten days from the date the AAA provides such list to select one of the three arbitrators proposed by AAA.  If such party (or parties) fails to select such arbitrator by such time, the party (or parties) who has appointed the first arbitrator shall then have ten days to select one of the three arbitrators proposed by AAA to be the second arbitrator; and, if he/they should fail to select such arbitrator by such time, the AAA shall select, within 15 days thereafter, one of the three arbitrators it had proposed as the second arbitrator.  The two arbitrators so appointed shall jointly appoint the third and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within 15 days of the appointment of the second arbitrator.  If the third arbitrator has not been appointed within the time limit specified herein, then the AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by the AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

(c)The place of arbitration shall be Boston, Massachusetts unless otherwise agreed by the parties.

(d)There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators.

(e)In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the Commonwealth of Massachusetts.  Any arbitration proceedings or Award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.  The Award shall be in writing and may, but shall not be required to, briefly state the findings of fact and conclusions of law on which it is based.

(f)Except to the extent expressly provided by

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Section 12.2 or as otherwise agreed by the parties, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of the Seller’s or the Purchaser’s award to the claimant or the claimant’s attorneys.  Except to the extent expressly provided by Section 12.2 or as otherwise agreed by the parties, each party (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third appointed arbitrator.

(g)An Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between such parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators.  Judgment upon the Award may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

(h)Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset.  Each party against which the Award assesses a monetary obligation shall pay that obligation on or before the 30th day following the date of the Award or such other date as the Award may provide.

(i)This Section 12.13 is intended to benefit and be enforceable by the shareholders, trustees, directors, officers, managers (including Reit Management & Research LLC or its successor), agents or employees of any party and the parties and shall be binding on the shareholders of any party and the parties, as applicable, and shall be in addition to, and not in substitution for, any other rights

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to indemnification or contribution that such individuals or entities may have by contract or otherwise.

12.14Like 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 or other operative conveyance instrument, 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.

12.15Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.16Non-liability of Trustees of Seller.  The Declaration of Trust establishing 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.

12.17Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments

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

12.18Waiver and Further Assurances.  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.  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.

[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 PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ John C. Popeo
Name:	John C. Popeo
Its:	Treasurer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
Name:	David J. Hegarty
Its:	President

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SCHEDULE A

Land

[See attached legal description.]

475 VIRGINIA DRIVE FORT WASHINGTON, PA LEGAL DESCRIPTION ALL THAT CERTAIN tract of land situate in Upper Dublin Township, Montgomery Comity, Pennsylvania, described according to a Plan of Survey thereof made on August 24, 1992 last revised September 18, 1992 by Inc. Consulting Engineers & Contractors, Southampton, Pennsylvania, as follows: BEGINNING at a point, a spike set at the intersection of the centerlines of Virginia Drive (60 feet wide) and Delaware Avenue (50 foot wide) thence extending along centerline of Virginia Drive, North 37 degrees 24 minutes 53 seconds East 470.00 feet to a point; thence leaving the bed of Virginia Drive and extending along the centerline of a drainage South 52 degrees 35 minutes 07 seconds East 874.00 feet to a point u the centerline of” Pine Run Creek, thence extending along the same, the following 3 courses and distances to wit: (1) South 85 degrees 44 minutes 06 seconds West 528.49 feet to a point; (2) on the arc of a curving to the left having a radius of 136.44 feet the are distance of 107.85 feet to a point; (3) South 40 degrees 26 minutes 38 seconds West 23.91 feet to a point in the centerline of Delaware Avenue, thence extending along the same, North 52 degrees 35 minutes 7 seconds West 432.50 feet to the point and place of beginning. 6.6717 acres. BEING 475 Virginia Drive. BEING ASSESSMENT PARCEL NUMBER 54-00-16389-00-9 BEING the same premises which Kai-Zin Associates, a Pa. Ltd. Part. by dated January 7, 1997 and recorded in Montgomery County, in Deed 5174 page 1053 conveyed unto Virbal Associates, L.P. a Pa. Ltd., in fee. MONTGOMERY COUNTY COMMISSIONERS REGISTRY, 54-00-16389-00-9 UPPER DUBLIN 475 VIRGINIA DR VIRBAL ASSOCIATES LP B 050 U 051 L 4326 DATE: 01/21/98 SEAL STATE 87,550.00 LOCAL 87,550.00 PER DB5214PG1379 ii

SCHEDULE B

Rent Roll

INDEX

Lease

1.Lease Agreement, dated September 21, 2006, by and between Hub Properties Trust (“Landlord”) and Great Clips, Inc. (“Tenant”).

INDEX

Lease

1.Lease Agreement, dated September 28, 2010, by and between Hub Properties Trust (“Landlord”) and Research Pharmaceutical Services, Inc. (“Tenant”).  Re:  Ste. 200, 201

2.Confirmation of Lease Term, dated April 7, 2011, by and between Hub Properties Trust (“Landlord”) and Research Pharmaceutical Services, Inc. (“Tenant”).  Re:  Commencement date occurred October 4, 2010, and the Termination Date will be June 30, 2017.

3.First Amendment to Office Lease, dated May 18, 2011, by and between Hub Properties Trust (“Landlord”) and Research Pharmaceutical Services, Inc. (“Tenant”).  Re:  Expansion into Ste. 300.

SCHEDULE C

Form of Deed

[See attached copy.]

SEAL SEAL SPECIAL WARRANTY DEED THIS INDENTURE made as of the 13th day of January, 1998, Effective January 15, 1998 BETWEEN VIRBAL ASSOCIATES, L.P., a Pennsylvania limited partnership having an address at 555 North Lane, Suite 6101, Conshohocken, Pennsylvania 19428 (hereinafter called the “Grantor”), of the one part, and HUB PROPERTIES TRUST, a Maryland real estate investment trust, having an address at 400 Centre Street, Newton, Massachusetts 02158 (hereinafter called the “Grantee”), of the other part, WITNESSETH that the said Grantor for and in consideration of the sum of One Dollar ($1,00) lawful money of the United States of America, unto it well and truly paid by the said Grantee, at or before the sealing and delivery hereof, the receipt whereof is hereby acknowledged, has granted, bargained and sold, released and confirmed, and by these presents does grant, bargain and sell, release and confirm unto the said Grantee, its successors and assigns, ALL THAT certain parcel of land and improvements thereon SITUATE in the Township of Upper Dublin, County of Montgomery, State of Pennsylvania, as more particularly described on Exhibit “A” attached hereto and made a part hereof. UNDER AND SUBJECT to all easements, rights, reservations and agreements of record. TOGETHER with all and singular the buildings and improvements, ways, streets, alleys, driveways, passages, waters, water-courses, rights, liberties, privileges, hereditaments and appurtenances, whatsoever unto the hereby granted premises belonging, or in any wise appertaining, and the reversions and remainders, rents, issues, and profits thereof; and all the estate, right, title, interest, property, claim and demand whatsoever of it, the said Grantor, as well at law as in equity, of, in, and to the same. TO HAVE AND TO HOLD the said lot or piece of ground described above, with the buildings and improvements thereon erected, hereditaments and premises hereby granted, or mentioned and intended so to be, with the appurtenances, unto the said Grantee, its successors and assigns, to and for the only proper use and behoof of the said Grantee, its successors and assigns forever. UNDER AND SUBJECT as aforesaid.

AND the said Grantor, for itself and its successors, does covenant, promise and agree, to and with the said Grantee, its successors and assigns, by these presents, that it the said Grantor and its successors, all and singular the hereditaments and premises hereby granted or mentioned and intended so to be, with the appurtenances, unto the said Grantee, its successors and assigns, against it, the said Grantor and its successors, and against all and every person and persons whomsoever lawfully claiming or to claim the same or any part thereof, by, from or under it, them or any of them, shall and will., SUBJECT as aforesaid, WARRANT and forever DEFEND. IN WITNESS WHEREOF, the party of the first part has caused this Indenture to be signed in its name and its behalf by its duly authorized general partner. Dated the day and year first above written. VIRBAL ASSOCIATES, L.P., a Pennsylvania limited partnership Attest: By: VIRBAL, INC., its general partner MICHAEL FINK, SECRETARY By: Name: Title: President

COMMONWEALTH OF PENNSYLVANIA : : ss. COUNTY OF MONTGOMERY : On this the 13th day of January, 1998, before me, a Notary Public far the Commonwealth of Pennsylvania, the undersigned officer, personally appeared Michael G. O’Neill. who acknowledged himself to be the President of Virbal, Inc., the general partner of the within-named Grantor, and that he, as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of such corporation by himself as Vice President. IN WITNESS WHEREOF, I hereunto set my hand and official seal. Margaret T. Leonard Notary Public SEAL The address of the above-named Grantee is: HUB PROPERTIES TRUST 400 Centre Street Newton, Massachusetts 02158 On behalf of the Grantee:

EXHIBIT “A” LEGAL DESCRIPTION ALL THAT CERTAIN tract of land situate in Upper Dublin Township, Montgomery County, Pennsylvania, described according to a Plan of Survey thereof made on August 24, 1992 last revised September 18, 1992 by Fioravanti, Inc. Consulting Engineers & Contractors, Southampton, Pennsylvania, as follows: BEGINNING at a point, a spike set at the intersection of the centerlines of Virginia Drive (60 feet wide) and Delaware Avenue (50 foot wide) thence extending along centerline of Virginia Drive, North 37 degrees 24 minutes 53 seconds East 470.00 feet to a point; thence leaving the bed of said Virginia Drive and extending along the centerline of a drainage ditch South 52 degrees 35 minutes 07 seconds East 874.00 feet to a point in the centerline of Pine Run Creek, thence extending along the same, the following 3 courses and distances to wit: (l) South 85 degrees 44 minutes 06 seconds West 528.49 feet to a point; (2) on the arc of a circle curving to the left having a radius of 136.44 feet the arc distance of 107.85 feet to a point; (3) South 40 degrees 26 minutes 38 seconds West 23.91 feet to a point in the centerline of Delaware Avenue, aforesaid; thence extending along the same. North 52 degrees 35 minutes 07 seconds West 432.50 feet to the point and place of beginning. CONTAINING 6.6717 acres. BEING 475 Virginia Drive. BEING ASSESSMENT PARCEL NUMBER 54-00-16389-00-9 BEING the same premises which kai-Zin Associates, a Pa. Ltd. Part. by Deed dated January 7, 1997 and recorded in Montgomery County, in Deed Book 5174 page 1053 conveyed unto Virbal Associates, L.P. a Pa. Ltd. Part, in fee. MONTGOMERY COUNTY COMMISSIONERS REGISTRY 54-00-16389-00-9 UPPER DUBLIN 475 VIRGINIA DR VIRBAL ASSOCIATES LP B 050 U 051 L 4326 DATE: 01/21/98 SEAL REALITY TRANS TAX PAID STATE 87,550.00 LOCAL 87,550.00 PER KW

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:

Timothy A. Bonang, Vice President, Investor Relations,
or Carlynn Finn, Manager, Investor Relations

(617) 796-8222

www.cwhreit.com

CommonWealth REIT Agrees to Sell 13 Suburban Properties for $167 Million

Newton, MA (September 21, 2011): CommonWealth REIT (NYSE: CWH) today announced that it has agreed to sell 13 suburban properties for $167 million. These sales are expected to be completed before year end 2011, and CWH expects to use the net sale proceeds received for general business purposes, including repaying debt and new acquisitions. Upon completion of these sales, CWH expects to record a net capital gain of approximately $11 million.

The properties being sold contain 1.3 million sq. ft. and are currently 95% occupied on a combined basis. The sales price capitalization rate based upon current net operating income, or NOI, realized at these properties is different for each property, but the weighted (by sale prices) estimated average current capitalization rate is approximately 8.0% per year.

The sales announced today are part of CWH’s multi-year process to divest suburban properties and redeploy capital primarily into newer Class A office properties in central business district, or CBD, locations. After the sale of these 13 properties, and including the acquisition of properties since June 30, 2011, CWH expects that CBD office properties will generate a majority of CWH’s current NOI received from office properties.

These 13 properties are being sold to Senior Housing Properties Trust (NYSE: SNH). SNH was a 100% owned subsidiary of CWH until it was spun out to CWH’s shareholders in 1999. As a result of agreements entered at the time of this spin out and since then, SNH has a right of first refusal to purchase certain properties from CWH. At the conclusion of this transaction, substantially all of the properties subject to this right of first refusal will have been sold by CWH, and the existing right of first refusal between CWH and SNH will terminate. Both CWH and SNH are managed by Reit Management & Research LLC, or RMR, and have certain common trustees. Because of these

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.

historical and existing relationships between CWH and SNH, the sale prices for the 13 properties which CWH has agreed to sell were established by reference to an appraisal by a nationally recognized real estate appraisal firm, and the terms of these purchases were negotiated by special committees of each company’s Board composed of Independent Trustees who are not trustees of the other company, represented by separate counsel.

CommonWealth REIT is a real estate investment trust, or REIT, which primarily owns office and industrial properties located throughout the United States, including approximately 17 million sq. ft. of leased industrial lands in Oahu, HI plus a portfolio of office and industrial properties in Australia. CWH is headquartered in Newton, MA.

WARNING REGARDING FORWARD LOOKING STATEMENTS

THIS 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 ARE BASED UPON CWH’S CURRENT BELIEFS AND EXPECTATIONS, BUT THEY ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS WHICH ARE BEYOND CWH’S CONTROL. FOR EXAMPLE:

·THIS PRESS RELEASE STATES THAT CWH HAS AGREED TO SELL 13 SUBURBAN PROPERTIES FOR $167 MILLION, THAT THESE SALES ARE EXPECTED TO BE COMPLETED BEFORE YEAR END 2011, AND THAT CWH WILL REALIZE NET GAINS OF APPROXIMATELY $11 MILLION FROM THESE SALES. IN FACT, THESE SALES ARE SUBJECT TO VARIOUS CONDITIONS TYPICAL OF COMMERCIAL REAL ESTATE SALES. AS A RESULT OF THESE CONDITIONS, SOME OF THESE SALES MAY NOT OCCUR OR MAY BE DELAYED AND THE PURCHASE PRICES AND THE NET GAINS REALIZED BY CWH MAY BE REDUCED;

·THIS PRESS RELEASE STATES THAT THE SALES PRICE CAPITALIZATION RATE FOR THE PORTFOLIO OF PROPERTIES, BASED ON ESTIMATED CURRENT NOI REALIZED, IS APPROXIMATELY 8.0% PER YEAR WHEN WEIGHTED BY SALES PRICE. THE SALES PRICE CAPITALIZATION RATE BASED ON NOI REALIZED IS DIFFERENT FOR EACH OF THE 13 PROPERTIES; SOME ARE HIGHER AND SOME ARE LOWER THAN THE STATED PERCENTAGE. ACCORDINGLY, IF FEWER THAN ALL OF THE 13 PROPERTIES ARE SOLD, THE CAPITALIZATION RATE FOR THE COMPLETED TRANSACTION MAY BE DIFFERENT;

·THIS PRESS RELEASE STATES THAT AFTER THE SALE OF THE 13 PROPERTIES, AND INCLUDING THE ACQUISITION OF PROPERTIES SINCE JUNE 30, 2011, THAT CBD OFFICE PROPERTIES WILL GENERATE A MAJORITY OF CWH’S CURRENT NOI RECEIVED FROM OFFICE PROPERTIES. ACTUAL NOI MAY BE LESS THAN EXPECTED BECAUSE RENTAL REVENUES ARE LESS THAN EXPECTED AND/OR OPERATING EXPENSES ARE MORE THAN EXPECTED. ALSO, CWH MAY PURCHASE ADDITIONAL PROPERTIES WHICH ARE NOT IN CBD LOCATIONS. AS A RESULT, FUTURE NOI REALIZED BY CWH FROM ITS OFFICE PROPERTIES MAY NOT BE MAJORITY REALIZED FROM CBD OFFICE PROPERTIES;

·THIS PRESS RELEASE STATES THAT THE SALE PRICES FOR THE PROPERTIES TO BE SOLD TO SNH WERE ESTABLISHED BY REFERENCE TO AN APPRAISAL AND THAT THE SALES TERMS WERE NEGOTIATED BY SPECIAL COMMITTEES OF INDEPENDENT TRUSTEES OF EACH OF CWH AND SNH REPRESENTED BY SEPARATE COUNSEL. AN IMPLICATION OF THESE STATEMENTS MAY BE THAT THE SALE PRICES ARE THE AMOUNTS THAT CWH MIGHT HAVE RECEIVED IN FULLY MARKETED ARMS LENGTH TRANSACTIONS. CWH AND SNH ARE BOTH MANAGED BY RMR, AND CWH AND SNH HAVE SOME COMMON TRUSTEES. ACCORDINGLY, CWH AND SNH MAY BE CONSIDERED RELATED PARTIES AND THERE CAN BE NO ASSURANCE THAT THE SALE PRICES ACHIEVED ARE THE AMOUNTS WHICH CWH MIGHT HAVE RECEIVED AS A RESULT OF A FULLY MARKETED ARMS LENGTH SALES PROCESS; AND

·THIS PRESS RELEASE STATES THAT CWH EXPECTS TO USE THE NET SALES PROCEEDS IT RECEIVES FOR GENERAL BUSINESS PURPOSES, INCLUDING NEW ACQUISITIONS, AND THAT THE SALES ANNOUNCED TODAY ARE PART OF A MULTI-YEAR PROCESS BY CWH TO DIVEST SUBURBAN PROPERTIES AND TO REDEPLOY CAPITAL PRIMARILY INTO NEWER CLASS A CBD OFFICE PROPERTIES. HOWEVER, FUTURE ACQUISITIONS BY CWH WILL DEPEND UPON PROPERTIES BECOMING AVAILABLE TO CWH AT PRICES AND ON OTHER TERMS WHICH CWH BELIEVES TO BE ATTRACTIVE. THE AVAILABILITY OF SUCH ACQUISITIONS TO CWH IS LARGELY DEPENDENT UPON MARKET CONDITIONS WHICH ARE BEYOND CWH’S CONTROL. ACCORDINGLY, CWH CANNOT PROVIDE INVESTORS ANY ASSURANCE THAT IT WILL BE ABLE TO INVEST ANY SALES PROCEEDS IN NEW ACQUISITIONS.

OTHER FACTORS WHICH MAY CAUSE THE FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE TO NOT OCCUR OR TO DIFFER FROM THE STATEMENTS MADE HEREIN ARE DESCRIBED IN CWH’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010, OR THE ANNUAL REPORT, AND THE INFORMATION INCORPORATED THEREIN, AS THE SAME MAY HAVE BEEN OR BE REVISED OR UPDATED

IN SUBSEQUENT FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, OR SEC, ESPECIALLY THE SECTION ENTITLED “RISK FACTORS” IN THE ANNUAL REPORT.

FOR MORE INFORMATION ABOUT THE RELATIONSHIPS BETWEEN CWH, SNH, RMR AND THEIR AFFILIATES AND ABOUT THE RISKS WHICH MAY ARISE FROM SUCH RELATIONSHIPS, PLEASE SEE THE ANNUAL REPORT, ESPECIALLY THE SECTIONS ENTITLED “BUSINESS,” “RISK FACTORS” AND “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—RELATED PERSONS TRANSACTIONS,” CWH’S QUARTERLY REPORT ON FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 2011, ESPECIALLY THE SECTION ENTITLED “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—RELATED PERSONS TRANSACTIONS,” AND CWH’S PROXY STATEMENT FOR THE 2011 ANNUAL MEETING OF SHAREHOLDERS, ESPECIALLY THE SECTION ENTITLED “RELATED PERSON TRANSACTIONS AND COMPANY REVIEW OF SUCH TRANSACTIONS.”

CWH’S FILINGS WITH THE SEC ARE AVAILABLE AT THE SEC WEBSITE: WWW.SEC.GOV.

FOR THESE FOREGOING REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE.

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

(End)