AGREEMENT OF SALE AND PURCHASE

THIS AGREEMENT OF SALE AND PURCHASE (" Agreement" ) made this 13th day of May, 2015 by and between 14 SYLVAN REALTY L.L.C., a limited liability company organized under the laws of the State of New Jersey, having an address c/o Mack-Cali Realty Corporation, 343 Thornall Street, Edison, New Jersey 08837 (" Seller" ) and GRIFFIN CAPITAL CORPORATION , a corporation organized under the laws of the State of California, having its main office at Griffin Capital Plaza, 1520 E. Grand Avenue, El Segundo, California 90245 (" Purchaser" ).

In consideration of the mutual promises, covenants, and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

ARTICLE I

DEFINITIONS

Section 1      Definitions . For purposes of this Agreement, the following capitalized terms have the meanings set forth in this Section 1.1:

"Affiliate" means, with respect to any person or entity, any other person or entity that controls, is controlled by or is under common control with the first such person or entity. As used in this definition, "control" means the ability to control and direct the day-to-day operations and affairs of such person or entity.

"Assignment" has the meaning ascribed to such term in Section 10.3(b) and shall be in the form attached hereto as Exhibit A .

"Authorities" means the various federal, state and local governmental and quasi-governmental bodies or agencies having jurisdiction over the Real Property and Improvements, or any portion thereof.

"Broker" has the meaning ascribed to such term in Section 16.1.

"Business Day" means any day other than a Saturday, Sunday or a day on which national banking associations are authorized or required to close.

"Certificate as to Foreign Status" has the meaning ascribed to such term in Section 10.3(d) and shall be in the form attached as Exhibit B .

"Certifying Person" has the meaning ascribed to such term in Section 4.3(a).

"Closing" means the consummation of the purchase and sale of the Property contemplated by this Agreement, as provided for in Article X.

"Closing Date" means the date on which the Closing of the transaction contemplated hereby actually occurs.

"Closing Statement" has the meaning ascribed to such term in Section 10.4(a).

"Closing Surviving Obligations" means the rights, liabilities and obligations set forth in Sections 3.2, 5.3, 5.4, 7.1(g), 8.1 (subject to Section 8.3), 8.2, 8.3, 10.4, 10.6, 11.1, 11.2, 12.1, Article XIV, 16.1, 18.2 and 18.8, and any other provisions which pursuant to their terms survives the Closing hereunder.

"Code" has the meaning ascribed to such term in Section 4.3.

"Deed" has the meaning ascribed to such term in Section 10.3(a).

"Division" has the meaning ascribed to such term in Section 18.14(a). 

"Documents" has the meaning ascribed to such term in Section 5.2(a).

"Earnest Money Deposit" has the meaning ascribed to such term in Section 4.1.

"Effective Date" means the date on which this Agreement has been executed and delivered by both Seller and Purchaser.

"Environmental Laws" means each and every federal, state, county and municipal statute, ordinance, rule, regulation, code, order, requirement, directive, binding written interpretation and binding written policy pertaining to Hazardous Substances issued by any Authorities and in effect as of the date of this Agreement with respect to or which otherwise pertains to or affects the Real Property or the Improvements, or any portion thereof, the use, ownership, occupancy or operation of the Real Property or the Improvements, or any portion thereof, or Purchaser, and as the same have been amended, modified or supplemented from time to time prior to the Effective Date, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Hazardous Substances Transportation Act (49 U.S.C. § 1802 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), as amended by the Hazardous and Solid Wastes Amendments of 1984, the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Water Act (33 U.S.C. § 1321 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C.

§ 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon Gas and Indoor Air Quality Research Act of 1986 (42 U.S.C. § 7401 et seq.), the National Environmental Policy Act (42 U.S.C. § 4321 et seq.), the Superfund Amendment Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.) (collectively, the " Environmental Statutes" ), and any and all rules and regulations which have become effective prior to the date of this Agreement under any and all of the Environmental Statutes.

"Escrow Agent" means Chicago Title Insurance Company having an office at 725 South Figueroa St., Suite 200, Los Angeles, CA 90017 Attn: Amy Hiraheta.

"Existing Survey" means Seller's existing survey of the Real Property entitled, "Final Asbuilt", dated January 29, 2013 and last revised January 16, 2015, prepared by Louis J. Weber & Associates, Inc.

"Evaluation Period" has the meaning ascribed to such term in Section 5.1.

"Governmental Regulations" means all statutes, ordinances, rules and regulations of the Authorities applicable to Seller or the use or operation of the Real Property or the Improvements or any portion thereof.

"Hazardous Substances" means (a) asbestos, radon gas and urea formaldehyde foam insulation, (b) any solid, liquid, gaseous or thermal contaminant, including smoke vapor, soot, fumes, acids, alkalis, chemicals, petroleum products or byproducts, polychlorinated biphenyls, phosphates, lead or other heavy metals and chlorine, (c) any solid or liquid waste (including, without limitation, hazardous waste), hazardous air pollutant, hazardous substance, hazardous chemical substance and mixture, toxic substance, pollutant, pollution, regulated substance and contaminant, and (d) any other chemical, material or substance, the use or presence of which, or exposure to the use or presence of which, is prohibited, limited or regulated by any Environmental Laws.

"Improvements" means all buildings, structures, fixtures and any other improvements on the Real Property.

"Lease" means that certain Lease Agreement, between Seller, as lessor, and Wyndham Worldwide Operations, Inc., as lessee (" Tenant" ), dated August 5, 2011 (the " Lease Agreement" ), as guaranteed pursuant to a certain Guaranty of Lease from Wyndham Worldwide Corporation, as guarantor (" Guarantor" ), dated August 5, 2011, and as amended by a certain Commencement Date Agreement between Seller and Tenant, dated March 26, 2013, and a certain First Amendment to Lease between Seller and Tenant, dated February 28, 2014, and as to which Lease Agreement a certain Memorandum of Lease between Seller and Tenant, dated October 20, 2011, was recorded on October 25, 2011 in the Morris County Clerk’s Office in Book 21890, Page 1343, and as to which Seller and Tenant executed a certain Memorandum of Lease Termination, dated October 20, 2011.

"Leasing Commission Agreement" means that certain brokerage commission agreement entered into between Parsippany Campus Realty Associates L.L.C. (" PCRA" ) and Wyndham Vacation Resorts, Inc. (the " Leasing Broker" ) on February 20, 2007, as amended by letter agreement between Leasing Broker, PCRA and Seller, dated August 5, 2011, and further amended by letter agreement between Leasing Broker and Seller, dated March 26, 2013.

" Licensee Parties" has the meaning ascribed to such term in Section 5.1.

"Licenses and Permits" means, collectively, all of Seller's right, title and interest, to the extent assignable, in and to licenses, permits, certificates of occupancy, approvals and entitlements now or hereafter issued, approved or granted by the Authorities in connection solely with the Real Property and the Improvements, together with all renewals and modifications thereof, but expressly reserving unto Seller or its affiliates all licenses, permits, approvals and entitlements to the extent applicable to any adjoining real property and improvements or any other real property and improvements in the office park in which the Real Property and Improvements are situated other than the Real Property and Improvements, as to which Real Property and Improvements the Seller and its affiliates reserve no licenses, permits, approvals and entitlements other than pursuant to any documents recorded in the land records of Morris County.

"Permitted Outside Parties" has the meaning ascribed to such term in Section 5.2(b).

"Property" has the meaning ascribed to such term in Section 2.1.

"Purchase Price" has the meaning ascribed to such term in Section 3.1.

"Purchaser's Affiliates" means any past, present or future: (i) shareholder, partner, member, manager or owner of Purchaser; (ii) entity in which Purchaser or any past, present or future shareholder, partner, member, manager or owner of Purchaser has or had an interest; (iii) entity that, directly or indirectly, controls, is controlled by or is under common control with Purchaser and (iv) the heirs, executors, administrators, personal or legal representatives, successors and assigns of any or all of the foregoing.

"Purchaser's Information" has the meaning ascribed to such term in Section 5.3(c).

"Real Property" means that certain real property commonly known as 14 Sylvan Way, in the Township of Parsippany-Troy Hills (the " Township" ), County of Morris, and State of New Jersey, and identified as Lot 1.13 in Block 202 on the Tax Maps of the Township, and more fully described on Exhibit C annexed hereto and made a part hereof, together with all of Seller’s right,

title and interest, if any, in and to the appurtenances pertaining thereto, including but not limited to Seller’s right, title and interest in and to the adjacent street, alleys and right of ways, and any easement rights, air rights, subsurface development rights and water rights.

"Scheduled Closing Date" means the later of (i) ten (10) Business Days after the expiration of the Evaluation Period, or (ii) June 9, 2015 (or such earlier or later date to which Purchaser and Seller may hereafter agree in writing).

"Seller's Affiliates" means any past, present or future: (i) shareholder, partner, member, manager or owner of Seller; (ii) entity in which Seller or any past, present or future shareholder, partner, member, manager or owner of Seller has or had an interest; (iii) entity that, directly or indirectly, controls, is controlled by or is under common control with Seller and (iv) the heirs, executors, administrators, personal or legal representatives, successors and assigns of any or all of the foregoing.

"Significant Portion" means, for purposes of the casualty provisions set forth in Article XI hereof, loss or damage caused by fire or other casualty to the Real Property and the Improvements or a portion thereof, which is uninsured (other than deductibles) or would entitle the Tenant to terminate the Lease or permanently abate any Rental pursuant to the terms thereof.

"SNDA" has the meaning ascribed to such term in Section 7.2.

"Strict Representations" means only the representations and warranties made by Seller in clauses (a),(b),(c),(f), (g), (i), (k) and (l) of Section 8.1.

"Tenant" has the meaning ascribed to such term in Section 1.1 under the definition of "Lease" or its successors and assigns.

"Termination Surviving Obligations" means the rights, liabilities and obligations set forth in Sections 5.2, 5.3, 5.4, 12.1, Articles XIII and XIV, 16.1, 17.1, 18.2 and 18.8, and any other provisions which pursuant to their terms survive any termination of this Agreement.

"Title Defects" has the meaning ascribed to such term in Section 6.2(a).

"To Seller's Knowledge", or "Knowledge of Seller", or similar use of the word "Knowledge" as it relates to Seller means the present actual (as opposed to constructive or imputed) knowledge solely of (i) James Corrigan, Vice President of Property Management for Mack-Cali Realty Corporation, and (ii) Ricardo Cardoso, Vice President of Investments for Mack-Cali Realty Corporation, without any independent investigation or inquiry whatsoever.

Section 1.2     References: Exhibits and Schedules . Except as otherwise specifically indicated, all references in this Agreement to Articles or Sections refer to Articles or Sections of this Agreement, and all references to Exhibits or Schedules refer to Exhibits or Schedules attached hereto, all of which Exhibits and Schedules are incorporated into, and made a part of, this Agreement by reference. The words "herein," "hereof," "hereinafter" and words and phrases of similar import refer to this Agreement as a whole and not to any particular Section or Article.

ARTICLE II

AGREEMENT OF PURCHASE AND SALE

Section 2.1     Agreement . Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller, on the Closing Date and subject to the terms and conditions of this Agreement, all of the following (collectively, the " Property" ):

(a)    the Real Property;

(b)    the Improvements;

(c)    all of Seller's right, title and interest as lessor in and to the Lease;

(d)    to the extent assignable, the Licenses and Permits; and

(e)    all of Seller's right, title and interest, to the extent assignable or transferable, in and to all other intangible rights, titles, interests, privileges and appurtenances owned by Seller and related to or used exclusively in connection with the ownership, use or operation of the Real Property and/or the Improvements including but not limited to any assignable warranties with respect to the Improvements (" Warranties" ).

No personal property or service contracts are included in this sale.

Section 2.2      Indivisible Economic Package . Purchaser has no right to purchase, and Seller has no obligation to sell, less than all of the Property, it being the express agreement and understanding of Purchaser and Seller that, as a material inducement to Seller and Purchaser to enter into this Agreement, Purchaser has agreed to purchase, and Seller has agreed to sell, all of the Property, subject to and in accordance with the terms and conditions hereof.

ARTICLE III

CONSIDERATION

Section 3.1     Purchase Price . The purchase price for the Property (the " Purchase Price" ) shall be Eighty-one Million Four Hundred Thousand Dollars ($81,400,000.00) in lawful currency of the United States of America, payable as provided in Section 3.3.

Section 3.2     Assumption of Obligations . As additional consideration for the purchase and sale of the Property, at Closing Purchaser will assume all of the covenants and obligations of Seller pursuant to the Lease, Leasing Commission Agreement, and Licenses and Permits, as more fully set forth in this Agreement.

Section 3.3     Method of Payment of Purchase Price . No later than 12:00 noon Pacific Time on the Closing Date, Purchaser shall pay the Purchase Price (less the Earnest Money Deposit), together with all other costs and amounts to be paid by Purchaser at the Closing pursuant to the terms of this Agreement (" Purchaser's Costs" ), by Federal Reserve wire transfer of immediately available funds to the account of Escrow Agent. Escrow Agent, following written authorization by the parties at Closing, which shall be given prior to 1:00 p.m. Pacific Time on the Closing Date, shall (i) pay to Seller by Federal Reserve wire transfer of immediately available funds to an account designated by Seller, the Purchase Price, less any costs or other amounts to be paid by Seller at Closing pursuant to the terms of this Agreement, (ii) pay to the appropriate payees, out of the proceeds of Closing payable to Seller, all costs and amounts to be paid by Seller at Closing pursuant to the terms of this Agreement, and (iii) pay Purchaser's Costs to the appropriate payees at Closing pursuant to the terms of this Agreement.

ARTICLE IV

EARNEST MONEY DEPOSIT

AND ESCROW INSTRUCTIONS

Section 4.1     The Earnest Money Deposit . Within five (5) Business Days after the Effective Date, Purchaser shall deposit with the Escrow Agent, by Federal Reserve wire transfer of immediately available funds, the sum of One Million Dollars ($1,000,000.00) as an earnest money deposit on account of the Purchase Price (the " Earnest Money Deposit" ). TIME IS OF THE ESSENCE with respect to the deposit of the Earnest Money Deposit.

Section 4.2     Escrow Instructions . The Earnest Money Deposit shall be held in escrow by the Escrow Agent in an interest-bearing account, in accordance with the provisions of Article XVII. If, prior to the expiration of the Evaluation Period, Purchaser elects to waive its right to allow this Agreement to automatically terminate at the end of the Evaluation Period, in accordance with Section 5.3(c), then the Earnest Money Deposit and the interest earned thereon shall become non-refundable to Purchaser, except in certain limited circumstances expressly set forth elsewhere in this Agreement. In the event Purchaser allows this Agreement to automatically terminate at the expiration of the Evaluation Period in accordance with Section 5.3(c), the Earnest Money Deposit, together with all interest earned thereon, shall be refunded to Purchaser.

Section 4.3     Designation of Certifying Person . In order to assure compliance with the requirements of Section 6045 of the Internal Revenue Code of 1986, as amended (the " Code" ), and any related reporting requirements of the Code, the parties hereto agree as follows:

(a)    Provided the Escrow Agent shall execute a statement in writing (in form and substance reasonably acceptable to the parties hereunder) pursuant to which it agrees to assume all responsibilities for information reporting required under Section 6045(e) of the Code, Seller and Purchaser shall designate the Escrow Agent as the person to be responsible for all information reporting under Section 6045(e) of the Code (the " Certifying Person" ). If the Escrow Agent refuses to execute a statement pursuant to which it agrees to be the Certifying Person, Seller and Purchaser shall agree to appoint another third party as the Certifying Person.

(b)    Seller and Purchaser each hereby agree:

(i) to provide to the Certifying Person all information and certifications regarding such party, as reasonably requested by the Certifying Person or otherwise required to be provided by a party to the transaction described herein under Section 6045 of the Code; and

(ii) to provide to the Certifying Person such party's taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on any other form the applicable current or future Code sections and regulations might require and/or any form requested by the Certifying Person), signed under penalties of perjury, stating that the taxpayer identification number supplied by such party to the Certifying Person is correct.

ARTICLE V

INSPECTION OF PROPERTY

Section 5.1     Evaluation Period . For a period ending at 4:00 p.m. Pacific Time on the thirtieth (30th) day after the Effective Date (the " Evaluation Period" ), Purchaser and its authorized agents and representatives (for purposes of this Article V,

the " Licensee Parties" ) shall have the right to perform inspections of the Property, subject, however, to, and in accordance with, the terms and conditions of this Article V and the rights of Tenant under the Lease. Purchaser shall not enter upon the Property without first (i) notifying Seller in writing of the date and time of its intended entry, the purpose for which such entry is desired, and the consultants, if any, who shall make such entry, and (ii) receiving from Seller its written consent to allow such entry, which consent shall not be unreasonably withheld, conditioned or delayed. Upon receipt of such notice, Seller shall promptly communicate with Tenant in order to obtain Tenant’s consent to such entry to the extent required under the Lease and to otherwise coordinate such entry with Tenant and to satisfy landlord’s prior notice obligations and any other preconditions to such entry as may be contained in the Lease. Purchaser shall not communicate with or contact Tenant or Guarantor unless a representative of Seller shall be included in the communication and/or contact. Purchaser shall not communicate with any of the Authorities without the prior written consent of Seller, which will not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained herein, no physical testing or sampling shall be conducted upon the Real Property without Seller's specific prior written consent, which will not be unreasonably withheld, conditioned or delayed. Purchaser will provide to Seller notice of the intention of Purchaser or the other Licensee Parties to conduct such physical sampling or testing at least three (3) Business Days prior to such intended sampling or testing, which notice shall set forth the testing or sampling contemplated to be made. At Seller's option, Seller and/or its consultants may be present for any such testing or sampling and may require that such testing or sampling be done during normal business hours. TIME IS OF THE ESSENCE with respect to the provisions of this Section 5.1.

Section 5.2     Document Review .

(a)    Prior to the Effective Date, Purchaser has had the opportunity to review the Lease as posted in Broker’s on-line data room (the " Data Room" ). In addition, during the Evaluation Period, Purchaser and the Licensee Parties shall have the right to review and inspect, at Purchaser’s sole cost and expense, all of the following which, to Seller’s Knowledge, are in Seller’s possession or control (collectively, the " Documents" ): the Lease, all existing environmental reports and studies of the Real Property (which Purchaser shall have the right to have updated at Purchaser’s sole cost and expense), real estate tax bills, together with assessments (special or otherwise), ad valorem and personal property tax bills covering the period of Seller’s ownership of the Property; engineering reports and studies; the Leasing Commission Agreement; and the Licenses and Permits. The Documents shall be available through the Data Room or for inspection (and copying) at Seller’s offices. Purchaser shall not have the right to review or inspect materials not directly related to the leasing, maintenance and/or management of the Property, including, without limitation, Seller's internal memoranda, financial projections, budgets, appraisals, proposals for work not actually undertaken, accounting and tax records and similar proprietary, elective or confidential information.

(b)    Purchaser acknowledges that any and all of the Documents may be proprietary and confidential in nature and are being provided to Purchaser solely to assist Purchaser in determining the desirability of purchasing the Property. Subject only to the provisions of Article XII, Purchaser agrees not to disclose the contents of the Documents or any of the provisions, terms or conditions contained therein to any party outside of Purchaser’s organization other than its attorneys, partners, accountants, Licensee Parties or lenders (collectively, for purposes of this Section 5.2(b), the " Permitted Outside Parties" ). Purchaser further agrees that within its organization, or as to the Permitted Outside Parties, the Documents will be disclosed and exhibited only to those persons within Purchaser’s organization or within the Permitted Outside Parties who are involved in the determination of the desirability of Purchaser's acquisition of the Property. Purchaser agrees not to divulge the contents of such Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 5.2 and Article XII. In permitting Purchaser and the Permitted Outside Parties to review the Documents and other information to assist Purchaser, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller, and any such claims are expressly rejected by Seller and waived by Purchaser and the Permitted Outside Parties, for whom, by its execution of this Agreement, Purchaser is acting as an agent with regard to such waiver.

(c)    Purchaser acknowledges that some of the Documents may have been prepared by third parties and may have been prepared prior to Seller’s ownership of the Property. PURCHASER HEREBY ACKNOWLEDGES THAT EXCEPT AS MAY BE EXPRESSLY SET FORTH ELSEWHERE IN THIS AGREEMENT OR ANY OF THE CLOSING DOCUMENTS, SELLER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE TRUTH, ACCURACY OR COMPLETENESS OF THE DOCUMENTS OR THE SOURCES THEREOF. EXCEPT AS MAY BE EXPRESSLY SET FORTH ELSEWHERE IN THIS AGREEMENT OR ANY OF THE CLOSING DOCUMENTS, SELLER HAS NOT UNDERTAKEN ANY INDEPENDENT INVESTIGATION AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE DOCUMENTS AND IS PROVIDING THE DOCUMENTS SOLELY AS AN ACCOMMODATION TO PURCHASER.

Section 5.3     Entry and Inspection Obligations; Termination of Agreement .

(a)    Purchaser agrees that in inspecting or examining the Property, Purchaser and the other Licensee Parties will not breach the Lease or unreasonably interfere with the use and occupancy of the Property by Tenant; damage any part of the Property or the property of Tenant; injure or otherwise cause bodily harm to Seller or Tenant or any of their respective agents, consultants and employees, or to any other person or entity; permit any liens to attach to the Real Property by reason of the exercise of

Purchaser’s rights under this Article V; or reveal or disclose any information obtained concerning the Property and the Documents to anyone outside Purchaser’s organization, except in accordance with the confidentiality standards set forth in Section 5.2(b) and Article XII. Purchaser will (i) maintain commercial general liability (occurrence) insurance on terms and in amounts reasonably satisfactory to Seller, and Workers’ Compensation insurance in statutory limits for its employees (if any), and, if Purchaser or any Licensee Party performs any physical inspection or sampling at the Real Property in accordance with Section 5.1, then Purchaser or such Licensee Party shall maintain errors and omissions insurance and contractor’s pollution liability insurance on terms and in amounts reasonably acceptable to Seller, and, in the case of the commercial general liability insurance and the errors and omissions insurance, insuring Seller, Mack-Cali Realty, L.P., Mack-Cali Realty Corporation, Tenant, Guarantor, and such other parties as Seller shall reasonably request as additional insureds, covering any accident or event arising in connection with the presence of Purchaser or the other Licensee Parties on the Real Property or Improvements, and deliver evidence of insurance verifying such coverage to Seller prior to entry upon the Real Property or Improvements. Purchaser further agrees that in inspecting or examining the Property, Purchaser shall (i) promptly pay when due the costs of all inspections, examinations, testing and sampling done with regard to the Property; (ii) cause any inspection, examination, testing or sampling to be conducted in accordance with standards customarily employed in the industry and in compliance with all Governmental Regulations; (iii) upon Seller's written request, furnish to Seller copies of any studies, reports or test results received by Purchaser regarding the Property; and (v) restore the Real Property and Improvements as near as possible to the condition in which the same were found before any such examination, testing or sampling was undertaken.

(b)    Purchaser hereby indemnifies, defends and holds Seller, Tenant and Guarantor and their respective partners, members, agents, directors, officers, employees, successors and assigns, harmless from and against any and all liens, claims, causes of action, damages, liabilities, demands, suits, and obligations to third parties, together with all losses, penalties, costs and expenses relating to any of the foregoing (including but not limited to court costs and reasonable attorneys’ fees) (collectively, " Losses" ), to the extent arising out of any inspections, investigations, examinations, sampling or tests conducted by Purchaser or any of the Licensee Parties with respect to the Property or any violation of the provisions of this Section 5.3, but excluding any Losses arising from the discovery of pre-existing conditions.

(c)    In the event that Purchaser determines, after its inspection of the Documents and Real Property and Improvements, that it does not want to proceed with the transaction as set forth in this Agreement, for any reason or no reason, Purchaser shall have the right to allow this Agreement to automatically terminate at the expiration of the Evaluation Period. Unless Purchaser provides written notice to Seller and Escrow Agent prior to the expiration of the Evaluation Period, WITH TIME BEING OF THE ESSENCE WITH RESPECT THERETO, that Purchaser is waiving its right to allow this Agreement to terminate pursuant to this Section 5.3(c), this Agreement shall automatically terminate at the end of the Evaluation Period. In the event Purchaser allows this Agreement to terminate in accordance with this Section 5.3(c), or if this Agreement is terminated in accordance with any other provision of this Agreement that expressly provides Purchaser with the right to do so, Purchaser shall receive a prompt refund of the Earnest Money Deposit, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligations to each other under this Agreement. In the event this Agreement terminates for any reason, Purchaser shall promptly return to Seller all copies Purchaser has made of the Documents and, upon written request from Seller, Purchaser shall promptly deliver to Seller copies of any studies, reports or test results regarding any part of the Property obtained by Purchaser in connection with Purchaser’s inspection of the Property (collectively, " Purchaser’s Information" ).

Section 5.4     Sale "As Is" . THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND PURCHASER. THIS AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND PURCHASER, AND PURCHASER HAS THE RIGHT TO CONDUCT ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY. EXCEPT FOR THE MATTERS EXPRESSLY REPRESENTED IN THIS AGREEMENT OR IN ANY OF THE CLOSING DOCUMENTS, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY OF SELLER'S AGENTS OR REPRESENTATIVES, AND PURCHASER HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE. ALL OF THE FOLLOWING PROVISIONS OF THIS SECTION 5.4 ARE LIMITED BY AND SUBJECT TO ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE CLOSING DOCUMENTS.

SELLER SPECIFICALLY DISCLAIMS, AND NEITHER SELLER NOR ANY OF SELLER’S AFFILIATES NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO PURCHASER, AND NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR RELIED UPON BY PURCHASER WITH RESPECT TO THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR

SAMPLES OF MATERIALS, (d) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, (e) ANY CLAIM BY PURCHASER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO THE IMPROVEMENTS, (f) THE FINANCIAL CONDITION OR PROSPECTS OF THE PROPERTY AND (g) THE COMPLIANCE OR LACK THEREOF OF THE REAL PROPERTY OR THE IMPROVEMENTS WITH GOVERNMENTAL REGULATIONS, INCLUDING WITHOUT LIMITATION ENVIRONMENTAL LAWS, NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED, IT BEING THE EXPRESS INTENTION OF SELLER AND PURCHASER THAT, EXCEPT AS MAY BE EXPRESSLY SET FORTH TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT, THE PROPERTY WILL BE CONVEYED AND TRANSFERRED TO PURCHASER IN ITS PRESENT CONDITION AND STATE OF REPAIR, "AS IS" AND "WHERE IS," WITH ALL FAULTS. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED PURCHASER OF REAL ESTATE, AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER'S CONSULTANTS IN PURCHASING THE PROPERTY. PURCHASER HAS BEEN GIVEN A SUFFICIENT OPPORTUNITY HEREIN TO CONDUCT AND HAS CONDUCTED OR WILL CONDUCT SUCH INSPECTIONS, INVESTIGATIONS AND OTHER INDEPENDENT EXAMINATIONS OF THE PROPERTY AND RELATED MATTERS AS PURCHASER DEEMS NECESSARY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND WILL RELY UPON SAME AND NOT UPON ANY STATEMENTS OF SELLER (EXCLUDING THE LIMITED MATTERS EXPRESSLY REPRESENTED BY SELLER IN SECTION 8.1 HEREOF OR IN THE CLOSING DOCUMENTS) NOR OF ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, MEMBER OR ATTORNEY OF SELLER. PURCHASER ACKNOWLEDGES THAT ALL INFORMATION OBTAINED BY PURCHASER WAS OBTAINED FROM A VARIETY OF SOURCES, AND SELLER WILL NOT BE DEEMED TO HAVE REPRESENTED OR WARRANTED THE COMPLETENESS, TRUTH OR ACCURACY OF ANY OF THE DOCUMENTS OR OTHER SUCH INFORMATION HERETOFORE OR HEREAFTER FURNISHED TO PURCHASER (EXCLUDING ANY SUCH MATTERS THAT MAY BE EXPRESSLY REPRESENTED BY SELLER IN SECTION 8.1 HEREOF OR IN THE CLOSING DOCUMENTS). UPON CLOSING, PURCHASER WILL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INSPECTIONS AND INVESTIGATIONS. PURCHASER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER WILL SELL AND CONVEY TO PURCHASER, AND PURCHASER WILL ACCEPT THE PROPERTY, "AS IS, WHERE IS," WITH ALL FAULTS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY EMPLOYEE, REAL ESTATE BROKER, AGENT, OR OTHER PERSON OR ENTITY, UNLESS THE SAME ARE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR INCORPORATED HEREIN BY REFERENCE. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS IS, WHERE IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY. PURCHASER, WITH PURCHASER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT AND UNDERSTANDS THEIR SIGNIFICANCE AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT, AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT.

IF PURCHASER GIVES NOTICE THAT PURCHASER IS WAIVING ITS RIGHT TO ALLOW THIS AGREEEMENT TO TERMINATE PURSUANT TO SECTION 5.3(c) HEREOF, THEN PURCHASER AND PURCHASER’S AFFILIATES HEREBY FURTHER COVENANT AND AGREE NOT TO SUE SELLER AND SELLER’S AFFILIATES AND RELEASE SELLER AND SELLER’S AFFILIATES OF AND FROM AND WAIVE ANY CLAIM OR CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION ANY STRICT LIABILITY CLAIM OR CAUSE OF ACTION, THAT PURCHASER OR PURCHASER’S AFFILIATES MAY HAVE AGAINST SELLER OR SELLER’S AFFILIATES UNDER ANY ENVIRONMENTAL LAW, NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED, RELATING TO ENVIRONMENTAL MATTERS OR ENVIRONMENTAL CONDITIONS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE PROPERTY AT OR PRIOR TO THE TIME OF THE EXPIRATION OF THE EVALUATION PERIOD, INCLUDING,WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, OR BY VIRTUE OF ANY COMMON LAW RIGHT, NOW EXISTING OR HEREAFTER CREATED, RELATED TO ENVIRONMENTAL CONDITIONS OR ENVIRONMENTAL MATTERS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE PROPERTY. IF PURCHASER CLOSES THIS TRANSACTION, THEN PURCHASER AND PURCHASER’S AFFILIATES HEREBY FURTHER COVENANT AND AGREE NOT TO SUE SELLER AND SELLER’S AFFILIATES AND RELEASE SELLER AND SELLER’S AFFILIATES OF AND FROM AND WAIVE ANY CLAIM OR CAUSE OF ACTION, INCLUDING

WITHOUT LIMITATION ANY STRICT LIABILITY CLAIM OR CAUSE OF ACTION, THAT PURCHASER OR PURCHASER’S AFFILIATES MAY HAVE AGAINST SELLER OR SELLER’S AFFILIATES UNDER ANY ENVIRONMENTAL LAW, NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED, RELATING TO ENVIRONMENTAL MATTERS OR ENVIRONMENTAL CONDITIONS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, OR BY VIRTUE OF ANY COMMON LAW RIGHT, NOW EXISTING OR HEREAFTER CREATED, RELATED TO ENVIRONMENTAL CONDITIONS OR ENVIRONMENTAL MATTERS IN, ON, UNDER, ABOUT OR MIGRATING FROM OR ONTO THE PROPERTY. THE TERMS AND CONDITIONS OF THIS SECTION 5.4 WILL EXPRESSLY SURVIVE ANY SUBSEQUENT TERMINATION OF THIS AGREEMENT OR THE CLOSING, AS THE CASE MAY BE, AND WILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND ARE HEREBY DEEMED INCORPORATED INTO THE DEED AS FULLY AS IF SET FORTH AT LENGTH THEREIN.

Section 5.5      Tenant Interview .  After the Effective Date of this Agreement, Seller shall use commercially reasonable efforts to arrange an interview, to occur no later than three (3) days prior to the expiration of the Evaluation Period, between the Purchaser and a representative(s) of the Tenant with specific knowledge of the operations of the Tenant at the Property and the strategic importance of the location to the overall operations of the Tenant. Seller shall have a right to have a representative present during any and all Tenant interviews. In the event that Seller is unable to arrange a Tenant interview by the deadline set forth above, and Purchaser does not allow this Agreement to automatically terminate pursuant to Section 5.3(c) above, then Seller shall be deemed to have satisfied its obligation in this Section 5.5.

ARTICLE VI

TITLE MATTERS

Section 6.1     Survey . Purchaser acknowledges receipt of the Existing Survey. Any modification, update or recertification of the Existing Survey shall be at Purchaser’s election and sole cost and expense.

Section 6.2     Title Review .

(a)    Not later than that date which is three (3) Business Days prior to the expiration of the Evaluation Period (the " Title Objection Date" ), Purchaser may provide Seller with a copy of a title insurance commitment (the " Title Commitment" ) issued by Escrow Agent and an updated survey of the Real Property and Improvements, together with a written notice objecting to any exceptions, encumbrances or other matters set forth in the Title Commitment or on the updated survey (any such defects, encumbrances or other matters to which Purchaser objects in writing prior to the Title Objection Date are called herein " Title Defects" ). (For the avoidance of doubt, all matters shown on the Existing Survey are conclusively deemed to be acceptable to Purchaser.) In the event Seller does not receive written notice of any Title Defects by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted the exceptions to title set forth on the Title Commitment and all matters set forth on the updated survey as permitted exceptions (" Permitted Exceptions" ). In addition, Purchaser agrees that, at Closing, title to the Property shall be subject to a certain Amendment to Amended and Restated Cross-Easement Agreement, between Seller and The GC Net Lease (Parsippany) Investors, LLC, with respect to a certain Amended and Restated Cross-Easement Agreement, dated February 28, 2014, and recorded in the Somerset County Clerk’s Office on March 11, 2014 in Book 22503, Page 1144 (the " Cross-Easement Agreement" ), such Amendment to be in the form annexed hereto and made a part hereof as Exhibit F (the " Cross-Easement Amendment" ).

(b)    After the Title Objection Date, if the Escrow Agent raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the " New Objection Date" ) to provide Seller with written notice if Purchaser objects to such new exception, in which event such new exception shall constitute a Title Defect and the Scheduled Closing Date shall be extended as necessary to afford Seller and Purchaser the consideration and response periods contemplated by Section 6.3(a) and as otherwise contemplated therein. In the event Seller does not receive notice of such new exception by the New Objection Date, TIME BEING OF THE ESSENCE, Purchaser will be deemed to have accepted the new exception as a Permitted Exception.

(c)    All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Defect. In addition, inasmuch as the payment of such items is the Tenant’s responsibility, and such items constitute additional rent under the Lease, after the Closing such sums shall be treated as Delinquent Rental pursuant to Section 10.4 below. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Defects if (i) the personal property covered by such security interests is no longer in or on the Real Property, (ii) such personal property is owned or leased by the Tenant, or (iii) the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.

(d)    If on the Closing Date the Real Property shall be affected by any lien which Seller has elected to attempt to remove or is otherwise obligated to remove pursuant to the express provisions of this Agreement, then Seller shall not be required to discharge or satisfy the same of record provided that Escrow Agent either omits the lien as an exception from the Title Commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.

(e)    No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Escrow Agent insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Escrow Agent a sum of money or a parental guaranty reasonably sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Defects.

Section 6.3    Title Defect .

(a)    In the event Seller receives notice of any Title Defect within the time periods required under Section 6.2 above (" Title Defect Notice" ), Seller shall notify Purchaser within ten (10) days after receiving the Title Defect Notice whether Seller will attempt to remove the Title Defect, in which event the Scheduled Closing Date shall be extended to the extent reasonably necessary for up to thirty (30) days. If Seller (i) fails to so notify Purchaser within such ten (10) day period that it elects to attempt to remove the Title Defect, (ii) notifies Purchaser within such period that it will not attempt to remove such title Defect, or (iii) having elected to attempt to do so, Seller is unable to effect such cure within the thirty (30) day extension period set forth above, then Purchaser shall have the right, by written notice given to Seller within five (5) days after receiving Seller’s notice of its election not to remove the Title Defects (or, if no such notice is given, within five (5) days after the expiration of the ten (10) day period in which Seller had the right to elect to attempt to remove the Title Defects), or, if applicable, within five (5) days after the expiration of the thirty (30) day extension period, to (x) waive the Title Defect and close title in accordance with the provisions of this Agreement on the Scheduled Closing Date (if the Scheduled Closing Date is then being extended pursuant to this Section 6.3, then the extension shall end, and the Scheduled Closing Date shall occur, on the fifth (5 ^th ) Business Day after giving written notice of such waiver to Seller), or (y) terminate this Agreement, in which case Purchaser shall receive a prompt refund of the Earnest Money Deposit, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligations to each other under this Agreement. If Purchaser fails to elect to terminate this Agreement by notice given to Seller within such five (5) day period, then Purchaser shall be deemed to have waived such Title Defect, and Purchaser shall close title in accordance with the provisions of this Agreement on the Scheduled Closing Date (if the Scheduled Closing Date is then being extended pursuant to this Section 6.3, then the extension shall end, and the Scheduled Closing Date shall occur, on the fifth (5 ^th ) Business Day after the expiration of such five (5) day period).

(b)    Notwithstanding any provision of this Article VI to the contrary, Seller shall be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings of Seller, and any mechanic’s liens resulting from work at the Property commissioned by Seller or a Seller Affiliate; provided, however, that any such mechanic’s lien may be cured by bonding in accordance with New Jersey law.

ARTICLE VII

INTERIM OPERATING COVENANTS AND ESTOPPELS

Section 7.1     Interim Operating Covenants .

(a)    From the Effective Date until Closing, Seller shall continue to perform its obligations and enforce its rights and Tenant’s obligations under the Lease in the ordinary course of Seller’s business and substantially in accordance with Seller’s past and present practice.

(b)    From the Effective Date until the Closing, Seller shall not take any of the following actions without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned prior to the expiration of the Evaluation Period, and, thereafter, in Purchaser’s sole and absolute discretion, and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within ten (10) Business Days: (i) make or permit to be made any material alterations to or upon the Property; provided, however, Purchaser’s consent shall not be required for repairs or other work if the repairs or other work are of an emergency nature, or are required by law, or are permitted to be made by Tenant or required to be made by Seller under the Lease; provided, however, that in any of such events, Seller shall notify Purchaser of such work as soon as practicable; (ii) enter into any contracts for the provision of services and/or supplies to the Property which are not terminable without premium or penalty by Purchaser upon no more than thirty (30) days’ prior written notice; (iii) enter into any leases, licenses, or other occupancy agreements with respect to the Property or any part thereof, or extend (except pursuant to a provision of the Lease), terminate or cancel (except in the event of a Tenant default), or otherwise amend the Lease (except pursuant to a provision of the Lease that specifically contemplates or requires such amendment and except for a certain Second

Amendment to the Lease in the form annexed hereto and made a part hereof as Exhibit I ; the " Second Amendment" ); (iv) remove or permit the removal from the Property of any fixtures, mechanical equipment, or any other item included in the Property except when (a) replaced with items of equal or greater quality, or (b) permitted to be removed by Tenant under the Lease (provided, however, that Seller shall not be in default of this Agreement if Tenant removes any such item in violation of the Lease, as long as Seller uses commercially reasonable efforts to enforce the Lease against Tenant, but such violation shall constitute the failure of a condition precedent to Closing); or (v) grant any easements or title encumbrances that will affect the Property or any portion thereof after the Closing Date.

(c)    Seller agrees that from the date of this Agreement to the Closing Date, Seller shall: (i) at its expense, continue to perform in all material respects its obligations as landlord under the Lease; (ii) not mortgage any part of the Property; (iii) not make any commitment or incur any liability to any labor union, through negotiations or otherwise with respect to the Property, except in connection with emergency repairs or other emergency work.

(d)    Seller agrees that from the date of this Agreement until the earlier of (i) the Closing or (ii) July 19, 2015, Seller shall maintain in full force and effect an all-risk casualty insurance policy for the Property and all improvements thereon, in substantially the same form as currently maintained.

(e)    Promptly after receipt, Seller shall provide Purchaser with true and complete copies of any written notices that Seller receives from any Authorities with respect to (i) any special assessments or proposed increases in the valuation of the Property; (ii) any condemnation or eminent domain proceedings affecting the Property or any portion thereof; or (iii) any material violation of any environmental law or any zoning, health, fire, safety or other law, regulation or code applicable to the Property. In addition, Seller shall deliver or cause to be delivered to Purchaser, promptly upon the giving or receipt thereof by Seller, true and complete copies of any written notices of default or potential default or other material issue given or received by Seller under the Lease.

(f)    Seller will advise Purchaser promptly of any suit, action, arbitration, or legal or other proceeding or governmental investigation which is instituted after the Effective Date and which concerns or affects Seller or the Property, other than any such matters (such as slip and fall and similar claims) that are covered by Seller’s insurance.

(g)    If, prior to the expiration of the Evaluation Period, Purchaser has given written notice to Seller that Purchaser is waiving its right to allow this Agreement to terminate pursuant to Section 5.3(c) hereof, then promptly thereafter Seller shall commence and diligently follow any process that is required by any material and/or service provider that, to Seller’s Knowledge, has provided an assignable Warranty to Seller that is in Seller’s possession or control, to obtain such provider’s written consent to the assignment of such Warranty to Purchaser; provided, however, that Seller shall not be required to complete the process until after the Closing, as long as it is completed within 120 days after the Closing. The obligations of Seller under this Section 7.1(g) shall survive the Closing. To the extent that any work on the roof is required as a pre-condition to receiving the Warranty provider’s approval of the transfer of the Warranty, then Seller shall cause such work to be promptly completed at either its own expense, the expense of the provider of the roof Warranty, and/or the expense of Tenant (to the extent that the cost of such work is Tenant’s liability under the Lease); provided that to the extent that such cost is Tenant’s liability under the Lease, and the work is not completed or the bills therefor received until after the Closing, then Purchaser shall bill Tenant for such cost within ten (10) Business Days after Purchaser receives an invoice for such costs from Seller, and Purchaser shall remit payment of such costs to Seller within ten (10) Business Days after it receives payment from Tenant.

Section 7.2     Estoppels and SNDA . (a) It will be a condition precedent to Closing that Seller obtain (i) from Tenant an executed estoppel certificate in the form, or limited to the substance, prescribed by the Lease (the " Estoppel Certificate" ), and (ii) from the office park maintenance association (the " Association" ) that has jurisdiction over the Real Property and Improvements pursuant to a recorded Declaration, an executed estoppel certificate in form and substance reasonably satisfactory to Purchaser (the " Association Estoppel" ). If, on or before twenty-five days prior to the Scheduled Closing Date, Seller has been unable to obtain the Purchaser’s Estoppel as defined in Section 7.2(b) below, then Seller shall use commercially reasonable efforts (which, for the avoidance of doubt, do not include the obligation to pay any amounts, incur any obligations or liabilities or initiate any legal action) to have Tenant execute the Estoppel Certificate. Seller shall not be in default of its obligations hereunder if Tenant fails to deliver the Estoppel Certificate or the Association fails to deliver the Association Estoppel, or the Tenant or Association delivers an estoppel certificate which is not in accordance with this Agreement, but such failure shall constitute the failure of a condition precedent to Purchaser’s obligation to complete the purchase of the Property. In such event, Purchaser shall receive a prompt refund of the Earnest Money Deposit, together with all interest which has accrued thereon, and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligations to each other under this Agreement.

(b)    Within five (5) Business Days after the Effective Date, Seller shall request that (i) Tenant execute and deliver an estoppel certificate in the form attached hereto as Exhibit G (the " Purchaser’s Estoppel" ), and (ii) Guarantor execute and deliver a guarantor estoppel certificate in the form attached hereto as Exhibit J (the " Guarantor Estoppel" ). Additionally, if requested by Purchaser prior to the end of the Evaluation Period, Seller shall request that Tenant execute and deliver a subordination,

non-disturbance and attornment agreement in the form attached hereto as Exhibit H (the " SNDA" ). Seller shall use commercially reasonable efforts (which, for the avoidance of doubt, do not include the obligation to pay any amounts, incur any obligations or liabilities or initiate any legal action) to have Tenant execute the Purchaser’s Estoppel and (if requested) SNDA and have Guarantor execute the Guarantor Estoppel; provided, however, the Scheduled Closing Date shall not be delayed, and Purchaser’s obligations to close title shall not be affected, by Tenant’s failure to execute and deliver the Purchaser’s Estoppel or SNDA and/ or Guarantor’s failure to execute and deliver the Guarantor Estoppel. If Tenant executes and delivers the Purchaser’s Estoppel, it shall be deemed to constitute the satisfaction of the condition precedent that Seller deliver the Estoppel Certificate described in Section 7.2(a) above.

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES

Section 8.1     Seller’s Representations and Warranties . Subject to the limitations set forth below in this Section 8.1 and in Section 8.3 of this Agreement, the following constitute the sole representations and warranties of Seller to Purchaser, which representations and warranties shall be true and accurate in all material respects as of the Effective Date and the expiration of the Evaluation Period and, solely with respect to the Strict Representations, as of the Scheduled Closing Date:

(a)     Status . Seller is a limited liability company, duly organized and validly existing under the laws of the State of New Jersey.

(b)     Authority . Seller possesses all requisite power and authority, and has taken all actions required by its organizational documents and applicable law, has obtained all necessary consents, to execute and deliver this Agreement and will, by Closing, have taken all actions required by its organizational documents and the law applicable to such documents to consummate the transactions contemplated by this Agreement. This Agreement and the Seller’s Closing Documents (hereinafter defined) are, or will be when executed and delivered by Seller, legally binding on, and enforceable against, Seller, in accordance with their respective terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, receivership and other similar laws affecting the rights and remedies of creditors generally and by general principles of equity.

(c)     Non-Contravention . The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not violate any judgment, order, injunction, decree, regulation or ruling of any court or Authority or conflict with, result in a breach of, or constitute a default under the organizational documents of Seller, any note or other evidence of indebtedness, any mortgage, deed of trust or indenture, or any lease or other material agreement or instrument to which Seller is a party or by which it is bound.

(d)     Suits and Proceedings . To Seller’s Knowledge, there are no legal actions, suits or similar proceedings pending and served, or threatened in writing against Seller or the Property which (i) are not adequately covered by existing insurance and (ii) if adversely determined, would have a material adverse effect on (x) the continued operation of the Property as currently operated, (y) Seller’s ability to consummate the transactions contemplated hereby, or (iii) the value of the Property.

(e)     Environmental Reports . The copies of the environmental reports and studies that Seller shall make available to Purchaser and/or its consultants for review pursuant to Section 5.2 above constitute all of the environmental reports and studies that Seller has in its possession or control with respect to the Real Property. Seller makes no representation or warranty, however, as to the accuracy or completeness of the content of such reports or studies or as to whether Purchaser has the legal right to rely on such reports or studies.

(f)      Leasing Commission Agreements . A true, correct and complete copy of the Leasing Commission Agreement has been made available to Purchaser and shall continue to be available to Purchaser for review pursuant to Section 5.2 of this Agreement. The Leasing Commission Agreement constitutes the only brokerage agreement in effect with respect to the Lease.

(g)     Non-Foreign Entity . Seller is not a "foreign person" or "foreign corporation" as those terms are defined in the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

(h)     Tenant and Lease; Bus Service Agreement . The Tenant is the only tenant of the Property. To Seller’s Knowledge: (i) the Lease constitutes all of the agreements between Seller and the Tenant or Guarantor with respect to the Tenant’s use and occupancy of the Property, and (ii) Seller has made available to Purchaser, and will make available to Purchaser in accordance with Section 5.2, a true, accurate and complete copy of the Lease for review and copying by Purchaser. In addition to the Lease, the Real Property is affected by a certain Bus Service & Bus Stop/Bus Shelter License between Tenant, as licensor, and New Jersey Transit Corporation, as licensee, dated December 17, 2012.

(i)     Service Contracts . Seller is not a party to any service contract that might affect the Real Property after the Closing.

(j)     Anti-Terrorism . Neither Seller, nor any member of Seller nor any of their respective officers, directors, or members is named by any Executive Order of the United States Treasury Department as a terrorist, a "Specially Designated National and Blocked Person," or any other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule

or regulation that is enforced or administered by the Office of Foreign Assets Control (collectively, an " Identified Terrorist" .) Seller is not engaging in this transaction on the behalf of any Identified Terrorist.

(k)      Knowledge . James Corrigan, Vice President of Property Management for Mack-Cali Realty Corporation and Ricardo Cardoso, Vice President of Investments for Mack-Cali Realty Corporation, are the primary Seller representatives having direct knowledge of the operation and condition of the Property and the facts and circumstances with respect to which the representations and warranties are made in this Agreement.

(l)     Consents . No consent, waiver, approval or authorization is required from any person or entity (that has not already been obtained) in connection with the execution and delivery of this Agreement by Seller or the performance by Seller of the transactions contemplated hereby.

(m)     ISRA . Seller has no Knowledge that the Real Property has been used to refine, produce, store, handle, transfer or process any Hazardous Substances, except as disclosed in the Environmental Reports or as permitted under the Lease and except as customarily occurs in connection with the construction, use and operation of commercial office buildings and associated improvements.     The term "Environmental Reports" means the reports and studies referenced in clause (e) of Section 8.1.

(n)     Bankruptcy . No bankruptcy, insolvency, reorganization or similar action or proceeding, whether voluntary or involuntary, is pending, or, to Seller’s knowledge, has been threatened in writing, against Seller.

(o)     Condemnation . Seller has received no written notice from any governmental authority of any pending or contemplated condemnation affecting the Property.

(p)      Taxes and Assessments . Seller has not filed, and has not retained anyone to file, an appeal of the real property tax assessments against the Property.

(q)     Cost-Sharing Agreements . To Seller’s Knowledge, there exist no unrecorded cost-sharing agreements burdening either Seller or the Property that will survive the Closing (other than the Cross-Easement Agreement as amended by the Cross-Easement Amendment).

If, before the expiration of the Evaluation Period, Seller acquires Knowledge of any fact or condition which constitutes a material change in any of the representations and warranties set forth in Section 8.1 , Seller shall (a) promptly notify Purchaser in writing of such fact or condition, and (b) have the right to cure such fact or condition before the Closing, and the existence of such fact or condition shall not be a ground for Purchaser terminating this Agreement, provided that (i) Seller, promptly, after discovering the fact or condition, assures Purchaser in writing that Seller is capable of curing, and intends to cure, such fact or condition prior to the Closing and (ii) Seller acts diligently to cure the fact or condition and completes such cure prior to the Scheduled Closing Date. Subject to Seller’s right to cure as set forth in the preceding sentence, provided a material change in any representation or warranty is not the result of the willful breach of this Agreement by Seller and does not relate to a Strict Representation, Purchaser’s exclusive remedy upon being advised of any material change in the representations and warranties shall be the termination of this Agreement. If Purchaser desires to terminate this Agreement due to a material change in any representation or warranty, Purchaser shall notify Seller within five (5) Business Days after receipt of a notice from Seller advising of any such change, whereupon, the Earnest Money Deposit shall be returned to Purchaser and, except as expressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be null and void. For the avoidance of doubt, Purchaser shall have no right to terminate this Agreement on account of (and Seller shall have no liability in connection with) any change in a representation or warranty occurring after the expiration of the Evaluation Period, unless the change relates to a Strict Representation or is caused by a willful breach of this Agreement by Seller.

Section 8.2     Purchaser’s Representations and Warranties . Purchaser represents and warrants to Seller the following:

(a)     Status . Purchaser is a duly organized and validly existing corporation under the laws of the State of California.

(b)     Authority . The execution and delivery of this Agreement and the performance of Purchaser’s obligations hereunder have been duly authorized by all necessary action on the part of Purchaser and this Agreement constitutes the legal, valid and binding obligation of Purchaser.

(c)     Non-Contravention . The execution and delivery of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated hereby will not violate any judgment, order, injunction, decree, regulation or ruling of any court or Authority or conflict with, result in a breach of or constitute a default under the organizational documents of Purchaser, any note or other evidence of indebtedness, any mortgage, deed of trust or indenture, or any lease or other material agreement or instrument to which Purchaser is a party or by which it is bound.

(d)     Consents . No consent, waiver, approval or authorization is required from any person or entity (that has not already been obtained) in connection with the execution and delivery of this Agreement by Purchaser or the performance by Purchaser of the transactions contemplated hereby.

(e)     Anti-Terrorism . Neither Purchaser, nor any officer, director, shareholder, partner, investor or member of Purchaser is an Identified Terrorist. Purchaser is not engaging in this transaction on the behalf of, either directly or indirectly, any Identified Terrorist.

Section 8.3      Survival of Representations, Warranties and Covenants . The representations and warranties of Seller set forth in Section 8.1 or elsewhere in this Agreement will survive the Closing for a period of nine (9) months, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any breach of such representations or warranties unless and until the aggregate amount of all liabilities and losses arising out of all such breaches exceeds One Hundred Thousand Dollars ($100,000) (the " Minimum Threshold" ); provided, however, if the Minimum Threshold is reached, then Seller’s liability shall revert back and cover the first dollar of such liabilities and losses and shall not be limited to only the excess of such liabilities and losses above the Minimum Threshold. In addition, in no event will Seller's liability for all such breaches exceed, in the aggregate, the sum of Two Million Dollars ($2,000,000). Seller shall have no liability with respect to any of Seller's representations or warranties herein if, prior to the Closing, Purchaser obtains actual knowledge (from whatever source, including, without limitation, as a result of Purchaser's due diligence tests, investigations and inspections of the Property, the Tenant’s estoppel certificate, or written disclosure by Seller or Seller's agents and employees) that any of Seller's representations or warranties herein are inaccurate, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. Except as set forth in the final sentence of this Section 8.3, Purchaser shall conclusively be deemed to have actual knowledge that a representation or warranty was inaccurate if (i) Purchaser or any of its directors, officers, employees, agents, consultants or representatives had actual knowledge that the representation or warranty was inaccurate, incomplete or misleading, or had actual knowledge of any information or fact which would render the representation or warranty inaccurate, incomplete or misleading, or (ii) this Agreement, any Exhibit or any Documents made available through the Data Room in accordance with Section 5.2, or any studies, tests, analysis, investigations or reports prepared by or for Purchaser, its employees, agents, attorneys, accountants, investors or other representatives contains information which is inconsistent with a representation or warranty. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Notwithstanding anything to the contrary contained in this Section 8.3, as to the content of Documents made available to Purchaser through the Data Room, Purchaser shall not be deemed to have actual knowledge thereof nor that a representation or warranty of Seller made herein is inaccurate to the extent that such content is contradictory to a representation or warranty of Seller set forth in this Agreement and Seller had Knowledge of such inaccuracy.

ARTICLE IX

CONDITIONS PRECEDENT TO CLOSING

Section 9.1     Conditions Precedent to Obligation of Purchaser . The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion:

(a)    Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 10.3.

(b)    Seller shall have delivered (i) the Estoppel Certificate or Purchaser’s Estoppel and (ii) the Association Estoppel to Purchaser. In the event that this condition precedent to Closing is not satisfied on or before the Scheduled Closing Date, then Seller shall have the right to postpone the Closing for up to fourteen (14) days to enable Seller to attempt to satisfy this condition precedent.

(c)    Seller and Tenant shall have executed and delivered the Second Amendment, and Seller shall have delivered, in accordance with the requirements of the Second Amendment, the original unrecorded Memorandum of Lease Termination, dated as of October 20, 2011 by and between Seller and Tenant and pertaining the Lease.

(d)    Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date.

Section 9.2      Conditions Precedent to Obligation to Seller . The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing (or as otherwise provided) of all of the following conditions, any or all of which may be waived by Seller in it sole discretion:

(a)    Seller shall have received the Purchase Price as adjusted pursuant to, and payable in the manner provided for, in this Agreement.

(b)    Purchaser shall have delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 10.2.

(c)    Purchaser shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Purchaser as of the Closing Date.

ARTICLE X

CLOSING

Section 10.1     Closing . The consummation of the transaction contemplated by this Agreement by delivery of documents and payments of money shall take place at 12:00 noon Pacific Time on the Scheduled Closing Date at the offices of Escrow Agent. Seller and Purchaser each hereby agrees to reasonably cooperate to conduct the closing by overnight courier through an escrow arrangement with Escrow Agent. At Closing, the events set forth in this Article X will occur, it being understood that the performance or tender of performance of all matters set forth in this Article X are mutually concurrent conditions which may be waived by the party for whose benefit they are intended. The acceptance of the Deed by Purchaser shall be deemed to be full performance and discharge of each and every agreement and obligation on the part of Seller to be performed hereunder unless otherwise specifically provided herein or in the Closing Documents.

Section 10.2     Purchaser’s Closing Obligations . On the Closing Date, Purchaser, at its sole cost and expense, will deliver the following items to Seller (through Escrow Agent) at Closing as provided herein:

(a)    The Purchase Price, after all adjustments are made as herein provided, by Federal Reserve wire transfer of immediately available funds, in accordance with the timing and other requirements of Section 3.3;

(b)    Two counterpart originals of the Assignment, duly executed by Purchaser;

(c)    Evidence reasonably satisfactory to Escrow Agent that the person executing the Assignment on behalf of Purchaser has full right, power and authority to do so;

(d)    A counterpart of the Closing Statement, duly executed by Purchaser (a copy of which will be binding on Purchaser if delivered electronically to Seller and Escrow Agent at Closing);

(e)    Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transaction which is the subject of this Agreement.

Section 10.3     Seller's Closing Obligations . At the Closing, Seller will deliver to Purchaser (through Escrow Agent) the following documents:

(a)    A bargain and sale deed with covenants against the grantor’s acts (the " Deed" ), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements subject only to the Permitted Exceptions and Cross-Easement Amendment;

(b)    Two counterpart originals of an assignment and assumption of Seller’s interest in the Lease, the Leasing Commission Agreement, the Licenses and Permits and any assignable Warranties, in the form attached hereto as Exhibit A (the " Assignment" ), duly executed by Seller.

(c)    Evidence reasonably satisfactory to Escrow Agent that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so;

(d)    A certificate in the form attached hereto as Exhibit B (" Certificate as to Foreign Status" ) certifying that Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended;

(e)    To the extent that originals are in Seller’s possession or control, a counterpart original of the Lease, the Second Amendment, and the Leasing Commission Agreement, and original Licenses and Permits and Warranties, or, to the extent that originals of any of the foregoing items are not in Seller’s possession or control, a certified true copy of the Lease and the Leasing Commission Agreement, and copies of the Licenses and Permits and Warranties;

(f)    A counterpart of the Closing Statement, duly executed by Seller (a copy of which will be binding if delivered electronically to Purchaser and Escrow Agent at Closing);

(g)    A letter from Seller to Tenant requesting that future rent under the Lease be paid to Purchaser;

(h)    An executed affidavit of title in the form of Exhibit E ;

(i)    The (i) Estoppel Certificate or Purchaser’s Estoppel and (ii) the Association Estoppel;

(j)    To the extent in Seller's possession, all keys, codes and other security devices for the Property;

(k)    To the extent in Seller's possession, copies of any and all operations manuals relating to equipment serving the Property; and

(l)    Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transaction which is the subject of this Agreement.

Section 10.4     Prorations .

(a)    Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day preceding the Closing Date (the " Proration Time" ), the following (collectively, the " Proration Items" ):

(i)    Rents, in accordance with Section 10.4(b) below.

(ii)    In the event that there shall be any expenses attributable to the operation, maintenance or ownership of the Property that are not paid directly by the Tenant under the Lease (" Other Proration Items" ), then Seller will be responsible for the amounts thereof relating to the period up to and including the Closing Date, and Purchaser will be responsible for the amounts thereof relating to the period after the Closing Date. Accordingly, to the extent that Seller prepaid for any Other Proration Items that are attributable to the period after the Closing Date, Seller will receive a credit therefor at Closing. Conversely, at Closing, to the extent that Seller has not yet paid for any Other Proration Items that are attributable to the period on or prior to the Closing Date, then Purchaser shall receive a credit for such Other Proration Items and shall pay such expenses when due, or, if past-due at Closing, within seven (7) days after Closing.

Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the " Closing Statement" ). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The prorations shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller's insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months.

(b)    Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental (as defined below in this paragraph) previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. " Rental" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include building operation and maintenance costs and expenses and real estate taxes as provided for under the Lease, to the extent the same exceeds any expense stop specified in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property or office park association dues, and other sums and charges payable by the Tenant under the Lease. Rental is " Delinquent" when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller by the Tenant. Seller reserves the right to pursue a collection action against the Tenant for Delinquent Rental; provided, however, in no event may Seller seek to terminate the Lease or Tenant’s occupancy thereunder or threaten to do so. All sums collected by Purchaser from and after Closing from the Tenant will be applied first to amounts due from the Tenant for the month of Closing, then to current amounts due subsequent to Closing, then to amounts owed by the Tenant to Seller. Purchaser and Seller shall promptly remit to the other any sums received by either party that are due to the other pursuant to this Section 10.4(b).

Section 10.5     Costs of Title Company and Closing Costs . Costs incurred in connection with this transaction will be allocated as follows:

(a)    Seller shall pay (i) Seller’s attorney’s fees; (ii) one-half (1/2) of any escrow fees payable to the Escrow Agent; (iii) the cost to prepare and record discharges of any encumbrances that Seller is removing pursuant to the terms of this Agreement; (iv) one-half of any costs incurred in connection with the transfer of the Warranties; and (v) all realty transfer fees and taxes other than the "Mansion Tax" described in Section 10.5(b)(vii) below, which shall be paid by Purchaser.

(b)    Purchaser shall pay (i) Purchaser’s attorney's fees; (ii) the cost of recording the Deed to the Real Property and any other documents, other than the cost to record discharges of any encumbrances that Seller is removing pursuant to the terms of this Agreement; (iii) the cost of all title searches and title insurance premiums; (iv) one-half (1/2) of any escrow fees payable to the Escrow Agent; (v) the cost of any updated survey that Purchaser elects to obtain; (vi) one-half of any costs incurred in

connection with the transfer of the Warranties; and (vii) the realty transfer tax payable by purchasers of property and known in New Jersey as the "Mansion Tax".

(c)    Any other costs and expenses of Closing not provided for in this Section 10.5 shall be allocated between Purchaser and Seller in accordance with the custom in the area in which the Property is located.

Section 10.6     Like-Kind Exchange . Purchaser hereby acknowledges that Seller may now or hereafter desire to enter into a partially or completely nontaxable exchange (a " Section 1031 Exchange" ) involving the Property (and/or any one or more of the properties comprising the Property) under Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. In connection therewith, and notwithstanding anything herein to the contrary, Purchaser shall cooperate with Seller and shall take, and consent to Seller taking, any action in furtherance of effectuating a Section 1031 Exchange (including, without limitation, any action undertaken pursuant to Revenue Procedure 2000-37, 2000-40 IRB, as may hereafter be amended or revised (the " Revenue Procedure" )), including, without limitation, (a) permitting Seller or an "exchange accommodation titleholder" (within the meaning of the Revenue Procedure) (" EAT" ) to assign, or cause the assignment of, this Agreement and all of Seller’s rights hereunder with respect to any or all of the Property to a "qualified intermediary" (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iii)) (a " QI" ); (b) permitting Seller to assign this Agreement and all of Seller’s rights and obligations hereunder with respect to any or all of the Property and/or to convey, transfer or sell any or all of the Property, to (i) an EAT; (ii) any one or more limited liability companies (" LLCs" ) that are wholly-owned by an EAT; or (iii) any one or more LLCs that are wholly-owned by Seller and/or any Affiliate of Seller and to thereafter permit Seller to assign its interest in such one or more LLCs to an EAT; and (c) pursuant to the terms of this Agreement, having any or all of the Property conveyed by an EAT or any one or more of the LLCs referred to in (b)(ii) or (b)(iii) above, and allowing for the consideration therefor to be paid by an EAT, any such LLC or a QI; provided , however , that Purchaser shall not be required to delay the Closing or incur additional expense; and provided further that Seller shall provide whatever safeguards are reasonably requested by Purchaser, and not inconsistent with Seller’s desire to effectuate a Section 1031 Exchange involving any of the Property, to ensure that all of Seller’s obligations under this Agreement shall be satisfied in accordance with the terms thereof.

ARTICLE XI

CONDEMNATION AND CASUALTY

Section 11.1      Casualty . If, prior to the Closing Date, all or a Significant Portion of the Real Property and Improvements is destroyed or damaged by fire or other casualty, then Purchaser shall have the right to terminate this Agreement upon notice to Seller within fifteen (15) days after such damage or destruction (time being of the essence with respect to such notice). If this Agreement is so terminated, the Earnest Money Deposit and all interest accrued thereon will be returned to Purchaser and thereafter neither Seller nor Purchaser will have any further rights or obligations to the other hereunder except with respect to the Termination Surviving Obligations. If less than a Significant Portion of the Real Property and Improvements is destroyed or damaged as aforesaid or a Significant Portion of the Real Property and Improvements is destroyed or damaged and Purchaser does not elect to terminate this Agreement, the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price, and Seller’s insurance proceeds shall be disbursed and applied for the benefit of Purchaser in accordance with the terms and conditions of the Lease, which obligation shall survive Closing; provided, however, that, at Closing, Purchaser shall receive a credit against the Purchase Price in the amount of any deductible under Seller’s insurance policy.

Section 11.2      Condemnation of Property . In the event that a condemnation or eminent domain proceeding is commenced against the Property or any part thereof, and it results in the Lease being terminated pursuant to the terms thereof, then this Agreement shall automatically terminate. If this Agreement is so terminated, the Earnest Money Deposit and all interest accrued thereon will be returned to Purchaser and thereafter neither Seller nor Purchaser will have any further rights or obligations to the other hereunder except with respect to the Termination Surviving Obligations. If the Lease is not so terminated, the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price, except that the Seller shall assign and/or pay over or credit to Purchaser at Closing all right, title and interest of Seller in and to any net compensation paid or to be paid to the owner of the Property as a result of such condemnation.

ARTICLE XII

CONFIDENTIALITY

Section 12.1     Confidentiality . Seller and Purchaser each expressly acknowledge and agree that the transactions contemplated by this Agreement and the terms, conditions, and negotiations concerning the same will be held in the strictest confidence by each of them and, except as otherwise set forth in Section 5.2(b), will not be disclosed by either of them except to their respective legal counsel, accountants, consultants, officers, directors, and except and only to the extent that such disclosure may be necessary for their respective performances hereunder. Purchaser further acknowledges and agrees that, unless and until the Closing occurs, all information obtained by Purchaser in connection with the Property will not be disclosed by Purchaser to any third persons without the prior written consent of Seller. Nothing contained in this Article XII will preclude or limit either party to this Agreement from disclosing or accessing any information otherwise deemed confidential under this Article XII in response to lawful process or subpoena or other valid or enforceable order of a court of competent jurisdiction or any filings with

governmental authorities, such as the Securities and Exchange Commission, required by reason of the transactions provided for herein or otherwise required pursuant to an opinion of counsel. In addition, prior to, at or after Closing, any release to the public of information with respect to the sale contemplated herein or any matters set forth in this Agreement will be made only in a form approved by Purchaser and Seller and their respective counsel, which approval shall not be unreasonably withheld or delayed. The provisions of this Article XII will survive the Closing or any termination of this Agreement.

ARTICLE XIII

REMEDIES

Section 13.1     Default by Seller . In the event the Closing and the transactions contemplated hereby do not occur as herein provided by reason of any default of Seller, Purchaser may, as Purchaser’s sole and exclusive remedy, elect by notice to Seller within ten (10) Business Days following the Scheduled Closing Date, any of the following: (a) terminate this Agreement, in which event Seller will reimburse Purchaser’s actual, reasonable out-of-pocket transaction costs up to $75,000.00 and Purchaser will receive from the Escrow Agent the Earnest Money Deposit, together with all interest accrued thereon, whereupon Seller and Purchaser will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations; or (b) seek to enforce specific performance of Seller’s obligation to convey the Property to Purchaser in accordance with the terms and conditions of this Agreement (it being understood and agreed that the remedy of specific performance shall not be available to enforce other obligations of Seller hereunder); or (c) to proceed to Closing in accordance with the terms and conditions of this Agreement. Notwithstanding the forgoing, if Purchaser elects to terminate this Agreement pursuant to clause (a) above, or is deemed to have so terminated this Agreement, on account of Seller voluntarily having transferred title to the Real Property to a third party in willful violation of this Agreement and thereby rendering specific performance unobtainable, then Purchaser shall have the right to seek, in addition to the $75,000.00 of out-of-pocket transaction costs, any actual direct damages (which, for the avoidance of doubt, shall include the amount by which the sales price to such third party exceeds the Purchase Price hereunder, but shall exclude consequential damages) to which Purchaser is entitled at law, provided that the aggregate amount of such transaction costs and damages shall not exceed an amount equal to the Earnest Money Deposit. Purchaser expressly waives its rights to seek damages in the event of Seller’s default hereunder, except as expressly set forth in the preceding sentence. Purchaser shall be deemed to have elected to terminate this Agreement pursuant to clause (a) above if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located on or before sixty (60) days following the Scheduled Closing Date. Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser's remedies at law, in equity or as herein provided in pursuing remedies for a breach by Seller of any of the Termination Surviving Obligations or Closing Surviving Obligations.

Section 13.2     Default by Purchaser . In the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to prove the damages which Seller may suffer. Purchaser and Seller hereby agree that (a) an amount equal to the Earnest Money Deposit, together with all interest accrued thereon, is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Purchaser’s default and failure to complete the purchase of the Property, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Purchaser resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, nothing contained herein will limit Seller’s remedies at law, in equity, or as herein provided in the event of a breach by Purchaser of any of the Termination Surviving Obligations or Closing Surviving Obligations.

ARTICLE XIV

NOTICES

Section 14.1     Notices .

(a)    All notices or other communications required or permitted hereunder shall be in writing, and shall be given by any nationally recognized overnight delivery service with proof of delivery, or electronic mailing of a ".pdf" copy thereof, provided that a copy thereof also be delivered by nationally recognized overnight delivery service to the extent such notice is given by electronic mail, sent to the intended addressee at the address set forth below, or to such other address or to the attention of such other person as the addressee will have designated by written notice sent in accordance herewith. Unless changed in accordance with the preceding sentence, the addresses for notices given pursuant to this Agreement will be as follows:

Notwithstanding the obligation to send a copy of notices given by electronic mail by overnight mail, notices given by electronic mail shall be deemed received and effective upon the day of transmission (provided transmission occurs on a Business Day prior to 7:00 p.m. in the time zone of the recipient). Notices given by overnight delivery service as aforesaid shall be deemed received and effective on the first Business Day following such dispatch. Notices may be given by counsel for the parties described above, and such notices shall be deemed given by said party, for all purposes hereunder.

ARTICLE XV

ASSIGNMENT

Section 15.1      Assignment: Binding Effect . Except in accordance with this Section 15.1, Purchaser will not have the right to assign this Agreement. After the expiration of the Evaluation Period, Purchaser shall have the right to assign this Agreement, without Seller's consent or approval, to a single purpose entity that is owned by an operating partnership whose general partner is a Real Estate Investment Trust (" REIT" ), provided that the day-to-day operations and affairs of such REIT are controlled and directed by Purchaser as sponsor of the REIT; and provided further that (a) written notice of the proposed assignment (including the name of the assignee) is delivered to Seller not less than five (5) Business Days prior to the Scheduled Closing Date, (b) an originally executed assignment and assumption agreement, in form reasonably satisfactory to Seller, is delivered to Seller and Escrow Agent prior to Closing pursuant to which the assignee assumes all obligations and liabilities of Purchaser under this Agreement, and (c) Purchaser shall remain primarily liable hereunder as a principal (and not a guarantor or surety) for all obligations and liabilities arising or accruing through the completion of the Closing, including, without limitation, the payment of the Purchase

Price to Seller and the performance of the other conditions precedent to Seller’s obligation to consummate the Closing; provided , however , if the Closing occurs and the Purchaser has complied with all of its obligations hereunder through the Closing, the Purchaser (but not its assignee) shall be relieved of all obligations of Purchaser arising under this Agreement before, on and after such Closing. Purchaser shall be permitted to assign this Agreement without Seller's consent or approval to a yet to be formed Delaware limited liability company to be named "Griffin (Parsippany 14) Essential Asset REIT II, LLC, a Delaware limited liability company"; provided that (i) such entity is a single purpose entity that is owned by an operating partnership whose general partner is a REIT, (ii) the day-to-day operations and affairs of such REIT are controlled and directed by Purchaser as sponsor of the REIT, and (iii) Purchaser complies with the other requirements set forth above in clauses (a) through (c) of this Section 15.1.

ARTICLE XVI

BROKERAGE

Section 16.1     Brokers . Seller has retained Holliday Fenoglio Fowler, L.P. (" Broker" ) in connection with this sale of the Property. If the Closing occurs, Seller agrees to pay Broker a brokerage commission pursuant to a separate agreement by and between Seller and Broker. Seller shall indemnify, defend and hold Purchaser harmless from and against any and all loss, cost, damage, liability or expense, including reasonable attorneys’ fees, which Purchaser may sustain, incur or be exposed to by reason of a claim for a fee or commission resulting from any other such claim made through or under Seller or Seller’s breach of this obligation. Purchaser represents that it has not dealt with any brokers, finders or salesmen in connection with this transaction other than Broker, and agrees to indemnify, defend and hold Seller harmless from and against any and all loss, cost, damage, liability or expense, including reasonable attorneys’ fees, which Seller may sustain, incur or be exposed to by reason of a claim for a fee or commission resulting from this representation being untrue or inaccurate in any material respect. The provisions of this Article XVI will survive the Closing or termination of this Agreement.

ARTICLE XVII

ESCROW AGENT

Section 17.1     Escrow .

(a)    Escrow Agent will hold the Earnest Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event that prior to the expiration of the Evaluation Period, Purchaser elects to waive its right to allow this Agreement to automatically terminate at the end of the Evaluation Period as set forth in Section 5.3(c), the Earnest Money Deposit shall be non-refundable to Purchaser except in certain limited circumstances expressly set forth elsewhere in this Agreement, but shall be credited against the Purchase Price at the Closing. All interest earned on the Earnest Money Deposit shall be paid to and be for the benefit of Purchaser unless the Earnest Money Deposit is paid to Seller as liquidated damages pursuant to this Agreement. In the event this Agreement is allowed by Purchaser to automatically terminate at the expiration of the Evaluation Period, the Earnest Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser, without Seller having any right to dispute such return. In the event the Closing occurs, the Earnest Money Deposit will be released to Seller, and Purchaser shall receive all of the interest earned on the Earnest Money Deposit. In all other instances, Escrow Agent shall not release the Earnest Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the Earnest Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the Earnest Money Deposit. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is 95-4599958.

(b)    Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful breach or misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all other claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the Earnest Money Deposit and the interest earned thereon (the " Escrowed Funds" ), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel.

(c)    Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectability of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

ARTICLE XVIII

MISCELLANEOUS

Section 18.1     Waivers . No waiver of any breach of any covenant or provisions contained herein will be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision contained herein. No extension of time for performance of any obligation or act will be deemed an extension of the time for performance of any other obligation or act.

Section 18.2     Recovery of Certain Fees . In the event a party hereto files any action or suit against another party hereto by reason of any breach of any of the covenants, agreements or provisions contained in this Agreement, then in that event the prevailing party will be entitled to have and recover certain fees from the other party including all reasonable attorneys’ fees and costs resulting therefrom. For purposes of this Agreement, the term "attorneys’ fees" or "attorneys’ fees and costs" shall mean the reasonable and actual fees and expenses of counsel to the parties hereto, which may include printing, photocopying, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an attorney, and the costs and fees incurred in connection with the enforcement or collection of any judgment obtained in any such proceeding. The provisions of this Section 18.2 shall survive the entry of any judgment, and shall not merge, or be deemed to have merged, into any judgment.

Section 18.3     Construction . Headings at the beginning of each Article and Section are solely for the convenience of the parties and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular will include the plural and the masculine will include the feminine and vice versa. This Agreement will not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared the same. All exhibits and schedules referred to in this Agreement are attached and incorporated by this reference, and any capitalized term used in any exhibit or schedule which is not defined in such exhibit or schedule will have the meaning attributable to such term in the body of this Agreement. In the event the date on which Purchaser or Seller is required to take any action under the terms of this Agreement is not a Business Day, the action will be taken on the next succeeding Business Day.

Section 18.4     Counterparts; Delivery . This Agreement may be executed in multiple counterparts, each of which, when assembled to include an original (or electronic) signature for each party contemplated to sign this Agreement, will constitute a complete and fully executed original. All such fully executed counterparts will collectively constitute a single agreement. This Agreement shall also be binding on Purchaser and Seller if signed and delivered electronically by each party.

Section 18.5     Severability . If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all of the other conditions and provisions of this Agreement will nevertheless remain in full force and effect, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to either party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Agreement so as to reflect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 18.6     Entire Agreement . This Agreement is the final expression of, and contains the entire agreement between, the parties with respect to the subject matter hereof, and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument, signed by the party to be charged or by its agent duly authorized in writing, or as otherwise expressly permitted herein.

Section 18.12     Limitations on Benefits . It is the explicit intention of Purchaser and Seller that no person or entity other than Purchaser, Seller and their permitted successors and assigns is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, Purchaser, Seller or their respective successors and assigns as permitted hereunder. Nothing contained in this Agreement shall under any circumstances whatsoever be deemed or construed, or be interpreted, as making any third party a beneficiary of any term or provision of this Agreement or any instrument or document delivered pursuant hereto, and Purchaser and Seller expressly reject any such intent, construction or interpretation of this Agreement.

Section 18.13     Discharge of Obligations . The acceptance of the Deed by Purchaser shall be deemed to be a full performance and discharge of every representation and warranty made by Seller herein and every agreement and obligation on the part of Seller to be performed pursuant to the provisions of this Agreement, except those which are herein specifically stated to survive the Closing or are contained in the Closing Documents.

Section 18.14     Bulk Sales . Subject to the terms hereof, Purchaser shall deliver a Notification of Sale, Transfer, or Assignment in Bulk (Form C-9600), together with a fully executed copy of this Agreement (the " Tax Notification" ) to Seller and to the New Jersey Division of Taxation (the " Division" ), each by registered or certified mail or overnight delivery so that such Tax Notification is received by Seller and the Division not less than twenty (20) days prior to the Scheduled Closing Date (it being understood that the Closing shall not be delayed in connection with Purchaser’s failure to deliver the Tax Notification). Seller shall have the right, but not the obligation, to prepare and deliver to the Division the Asset Transfer Tax Declaration (the " TTD" ) in the form prescribed by the Division. Promptly after written request by Purchaser, Seller shall provide all information reasonably requested by Purchaser and not otherwise available to Purchaser to enable Purchaser to complete the Tax Notification. If, at any time prior to Closing, the Division informs Purchaser in writing that a possible claim (the " Claim" ) for taxes imposed or to be imposed on Seller (" Taxes" ) exists and the amount thereof (the " Deficiency" ), then Purchaser shall promptly notify Seller of the amount of the Deficiency and provide Seller with copies of any notices received from the Division in connection therewith. Notwithstanding anything to the contrary contained herein, Seller shall have the right to negotiate with the Division regarding the Claim and the Deficiency; provided, however, that Closing shall not be delayed as a result thereof. If prior to Closing, the Division notifies Purchaser of a Claim and Deficiency, then at Closing Purchaser shall withhold a portion of the Purchase Price equal to the amount of the Deficiency (as the same may be modified pursuant to any revised Claim delivered to Seller or Purchaser by the Division), which amount so withheld shall be placed in an escrow account (the " Tax Escrow" ), which Tax Escrow shall be held pursuant to an escrow agreement in the form annexed hereto as Exhibit D . The escrow agent shall be the Escrow Agent (" Tax Escrow Agent" ). If, after Closing, the Division or Seller requests that Purchaser pay all or any portion of the Deficiency on behalf of Seller, then Purchaser shall direct Tax Escrow Agent to, and Tax Escrow Agent shall (subject to the terms of the escrow agreement), release to the Division such amount from the Tax Escrow. If the Division notifies Purchaser or Seller (a copy of such notice received by Seller only shall be delivered by Seller to Purchaser and Tax Escrow Agent prior to the release of funds from the Tax Escrow pursuant to this sentence) that the Deficiency has been fully paid or that Purchaser has no further liability for the Deficiency, then Purchaser shall direct the Tax Escrow Agent to, and Tax Escrow Agent shall, promptly release such difference to Seller (subject to the terms of the escrow agreement).    

Section 18.15     3-14 Audit . Seller shall provide to Purchaser, at Purchaser's expense, copies of, or shall provide Purchaser access to, such operating statements with respect to the Property as may be reasonably requested by Purchaser, and in the possession or control of Seller, or its property manager or accountants, to enable Purchaser (or its affiliates) to prepare a property level review (" Operating Statements" ). Such information shall include, if available, an income statement and balance sheet data for the Property for a period beginning January 1 of the year prior to closing the acquisition through Closing, if available. Without limiting the generality of the foregoing, (i) Purchaser or its designated independent accountant (Ernst and Young or any successor accounting firm) may review Seller's Operating Statements of the Property, at Purchaser's expense, and Seller shall provide such

documentation, if in Seller’s possession, as Purchaser or its accountant may reasonably request in order to perform such review (provided that in each instance where Purchaser may need to access any consolidated records of Seller, Seller shall not be required to provide any consolidated records other than in redacted form sufficient for the accountant to verify information contained in the financial statements of the Property); provided, however, that the foregoing obligations of Seller shall be limited to providing such information and documentation as may be in the possession of, or reasonably obtainable by, Seller, at no cost to Seller, and in the format that Seller has maintained such records (and further subject to tenant confidentiality requirements and the limitations regarding verifications in consolidated records described above), and further, in no event shall Seller be required to deliver to Purchaser, or allow Purchaser access to, any information that Seller deems privileged or proprietary. Furthermore, any information or documentation provided by Seller to Purchaser pursuant to this Agreement or otherwise shall be delivered without any representations or warranties, including without limitation any representations or warranties as to accuracy or completeness thereof. Purchaser shall reimburse Seller on demand for all costs and expenses incurred by Seller in performing its obligations under this Section 18.15, and such reimbursement obligation shall survive the termination of this Agreement.

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JOINDER:

Mack-Cali Realty, L.P., a Delaware limited partnership, is executing this Agreement for the sole purpose of unconditionally guarantying to Purchaser Seller’s liabilities and obligations for any untruth, inaccuracy or breach of Seller’s representations and warranties under Section 8.1 of this Agreement as same may be amended pursuant to the re-certification of same delivered at Closing pursuant to Section 10.3(i), but subject to the limitations contained in Section 8.3.

GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P.

SERIES A CUMULATIVE REDEEMABLE

PREFERRED UNIT PURCHASE AGREEMENT

THIS SERIES A CUMULATIVE REDEEMABLE PURCHASE AGREEMENT (this " Agreement" ) is made and entered into this 24th day of June, 2015, by and among Griffin Capital Essential Asset Operating Partnership II, L.P., a Delaware limited partnership (the " Operating Partnership" ), Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation and the sole general partner of the Operating Partnership (the " Company" ), and Griffin Capital Vertical Partners, L.P. a Delaware limited partnership (the " Purchaser" ).

WHEREAS, the Operating Partnership proposes to issue and sell to the Purchaser up to an aggregate of 15,000,000 Series A Cumulative Redeemable Preferred Units of Limited Partnership Interest at a liquidation preference $10 per unit (the " Preferred Units" ) in consideration for the Purchaser making a capital contribution to the Operating Partnership in an amount up to an aggregate of $150,000,000 (the " Total Investment" ), which Total Investment may be made in one or more tranches (each an " Investment ," and collectively, the " Investments" ); provided , however , that the aggregate amount of all Investments outstanding at any given time shall not exceed $50,000,000 at any one time;

WHEREAS, subject to the terms and conditions and representations and warranties set forth in this Agreement, the Purchaser hereby agrees to purchase up to an aggregate of 15,000,000 Preferred Units in one or more Closings (as defined below);

WHEREAS, the terms and provisions of the Preferred Units shall be set forth and established in Amendment No. 1 (the " Amendment" ), dated as of the date hereof, to the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, effective as of the date hereof (the " Partnership Agreement" ), which Amendment and Partnership Agreement shall be substantially in the forms attached hereto as Exhibits A-1 and A-2 , respectively;

WHEREAS, the Preferred Units are being offered and sold by the Operating Partnership to the Purchaser without being registered with the Securities and Exchange Commission (the " Commission" ) under the Securities Act of 1933, as amended (the " 1933 Act" ), in reliance upon the Section 4(a)(2) private placement exemption therefrom; and

WHEREAS, certain terms used in this Agreement are defined in Section 15 hereof.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the parties hereby agree as follows:

Section 1. Representations and Warranties of the Operating Partnership and the Company . Except as set forth in the disclosure schedules hereto, the Operating Partnership and the Company, jointly and severally, represent and warrant to the Purchaser, as of the date hereof and as of each Closing Date (as defined below) and agree with the Purchaser, as follows:

(a) As of May 31, 2015, the only subsidiaries of the Operating Partnership and the Company are the subsidiaries listed on Schedule I hereto (the " Subsidiaries" ).

(b) Each of the Operating Partnership and the Company has been duly organized and is validly existing as a limited partnership or corporation, as the case may be, in good standing under the laws of the jurisdiction of its organization. Each Subsidiary has been duly organized and is validly existing as a corporation, general or limited partnership, or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, except where the failure to be in good standing would not, individually or in the aggregate, result in a Material Adverse Effect. Each of the Operating Partnership, the Company and the Subsidiaries has full power and authority (limited partnership, corporate and other) to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, and in the case of each of the Operating Partnership and the Company, to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Each of the Operating Partnership, the Company and the Subsidiaries is duly qualified or registered to do business in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification or registration, except where the failure to be so qualified or registered would not, individually or in the aggregate, result in a Material Adverse Effect; and, other than the Subsidiaries, as of the date hereof and as of each Closing, neither the Operating Partnership nor the Company owns or will own any stock or other beneficial interest in any corporation, partnership, joint venture or other business entity.

(c) The Company is the sole general partner of the Operating Partnership and, as of the date hereof, holds all of the general partnership interest of the Operating Partnership. As of May 31, 2015, there are 12,129,505 partnership units of the Operating Partnership (" Partnership Units" ) issued and outstanding, of which 12,109,505 Partnership Units are owned by the Company and 20,000 Partnership Units are owned by the Company's Advisor (as such term is defined in the Partnership Agreement), and no preferred units of limited partnership interest of the Operating Partnership are issued and outstanding. All of the issued and outstanding general partnership interests in the Operating Partnership and all of the issued and outstanding capital stock or ownership interests of each Subsidiary have been duly authorized and are validly issued, fully paid and non-assessable and, except

as set forth on Schedule I hereto, are wholly-owned by the Company, directly or indirectly through Subsidiaries, free and clear of any Lien. All of the issued and outstanding Partnership Units have been duly authorized and are validly issued, and holders of Partnership Units do not have any obligation to make payments to the Operating Partnership or its creditors (other than the purchase price for the Partnership Units) or contributions to the Operating Partnership or its creditors solely by reason of such holders' ownership of Partnership Units. All such issued and outstanding Partnership Units are majority-owned by the Company in the percentages indicated on Schedule I hereto, directly or indirectly through Subsidiaries, and except as provided on Schedule I hereto, are free and clear of any Lien. None of the outstanding Partnership Units was issued in violation of preemptive or other similar rights of any security holder or partner of the Operating Partnership arising by operation of law, under the Partnership Agreement, or any agreement to which the Operating Partnership is a party. All of the issued and outstanding Partnership Units have been offered, sold and issued in compliance with all applicable laws, including without limitation, federal and state securities laws.

(d) As of May 31, 2015, the authorized capital stock of the Company consists solely of 700,000,000 shares of common stock, par value $0.001 per share, of which 350,000,000 shares are designated as Class A Common Stock (the " Class A Common Stock" ) and 350,000,000 Shares are designated as Class T Common Stock (the " Class T Common Stock ," and collectively with the Class A Common Stock, the " Common Stock" ), and 200,000,000 shares of preferred stock, par value $0.001 per share (" Preferred Stock" ). As of May 31, 2015, there are 12,109,505 shares of Common Stock and no shares of Preferred Stock issued and outstanding. All of the issued and outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable. None of the outstanding shares of capital stock of the Company was issued in violation of preemptive or other similar rights of any security holder of the Company arising by operation of law, under the First Articles of Amendment and Restatement of the Company, as amended (the " Charter" ), the bylaws of the Company, or any agreement to which the Company is a party. All of the issued and outstanding shares of capital stock of the Company have been offered, sold, and issued in compliance with all applicable laws, including without limitation, federal and state securities laws, except as would not have a Material Adverse Effect.

(e) There is no outstanding option, warrant, or other right requiring the issuance of, and no commitment, plan, or arrangement to issue (other than the Employee and Director Long-Term Incentive Plan of the Company), any equity interests in the Operating Partnership or any shares of capital stock of the Company or any equity interests in any Subsidiary or any security convertible into or exchangeable for such interests or shares.

(f) This Agreement has been duly authorized, executed, and delivered by each of the Operating Partnership and the Company and constitutes the legal, valid, and binding obligation of each of the Operating Partnership and the Company, enforceable against each of the Operating Partnership and the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally or by general principles of equity.

(g) The Partnership Agreement has been duly authorized by the Company, in its capacity as general partner of the Operating Partnership, and, when executed and delivered by the Company, in its capacity as general partner of the Operating Partnership, will constitute a legal, valid, and binding obligation, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally or by general principles of equity. The Partnership Agreement is in full force and effect as of the date hereof and the Partnership Agreement shall be in full force and effect as of each Closing Date.

(h) The Amendment has been duly authorized by the Company, in its capacity as general partner of the Operating Partnership, and, when executed and delivered by the Company, in its capacity as general partner of the Operating Partnership, will constitute a legal, valid, and binding obligation, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally or by general principles of equity.

(i) The Preferred Units have been duly and validly authorized by the Operating Partnership for issuance and sale pursuant to this Agreement and, when issued and delivered by the Operating Partnership pursuant to the terms of this Agreement against payment of the consideration therefor specified herein, will be validly issued, and the Purchaser will not have any obligation to make payments to the Operating Partnership or its creditors (other than the purchase price for the Preferred Units) or contributions to the Operating Partnership or its creditors solely by reason of the Purchaser's ownership of Preferred Units. The issuance of the Preferred Units will not be subject to the preemptive or other similar rights of any security holder or partner of the Operating Partnership arising by operation of law, under the Partnership Agreement or any agreement to which the Operating Partnership is a party.

(j) There are no transfer taxes or other similar fees or charges under federal law or the laws of any state, or any political subdivision thereof, or any other Governmental Authority required to be paid in connection with the execution and delivery of this Agreement or the issuance and sale by the Operating Partnership of the Preferred Units.

(k) The execution, delivery, and performance by each of the Operating Partnership and the Company of this Agreement and consummation of the transactions contemplated hereby: (i) have been duly authorized by all necessary limited

partnership or corporate action, as applicable, and will not result in any Default (as defined below) under the certificate of limited partnership of the Operating Partnership or the Partnership Agreement, the Charter or bylaws of the Company or any organizational document of any Subsidiary; (ii) will not conflict with or constitute a breach of, or default (or, with the giving of notice or lapse of time, would be in default) (" Default" ) or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any Lien upon any property or assets of the Operating Partnership, the Company, or the Subsidiaries pursuant to, or require the consent of any other party to, any indenture, mortgage, loan, or credit agreement, deed of trust, note, contract, franchise, lease, or other agreement, obligation, condition, covenant, or instrument to which the Operating Partnership, the Company or any Subsidiary is a party or by which it or any of its respective properties or assets may be bound (collectively, " Agreements or Instruments" ), and provided , that none of the Operating Partnership, the Company, or any Subsidiary shall enter into any Agreement or Instrument that would restrict or limit in any respect the rights of the Purchaser as set forth in this Agreement; and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order, or decree applicable to the Operating Partnership, the Company, or the Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator, or other authority having jurisdiction over the Operating Partnership, the Company, or the Subsidiaries or any of their respective properties or assets. No consent, approval, authorization, or other order of, or registration or filing with, any Governmental Authority is required for the execution, delivery, and performance by each of the Operating Partnership and the Company of this Agreement or the transactions contemplated hereby, except such as have been obtained or made by the Operating Partnership or the Company and are in full force and effect or as may be required under the 1933 Act, the 1934 Act or applicable state securities or blue sky laws. As used herein, a " Debt Repayment Triggering Event" means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption, or repayment of all or a portion of such indebtedness.

(l) The Operating Partnership, the Company, and the Subsidiaries have complied in all respects with all laws, regulations, and orders applicable to them or their respective businesses, except as would not have a Material Adverse Effect; none of the Operating Partnership, the Company, or the Subsidiaries is in default under any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement, or evidence of indebtedness, lease, contract, or other agreement or instrument to which it is a party or by which it or any of its respective properties or assets are bound, violation of which would individually or in the aggregate have a Material Adverse Effect, and no other party under any such agreement or instrument to which the Operating Partnership, the Company, or the Subsidiaries are a party is, to the knowledge of the Operating Partnership or the Company, in default in any material respect thereunder; and the Operating Partnership, the Company, and the Subsidiaries are not in violation of their respective certificate of limited partnership, Partnership Agreement, Charter, bylaws, or other organizational documents, as the case may be.

(m) There is not pending or, to the knowledge of the Operating Partnership or the Company, threatened any action, suit, or proceeding to which the Operating Partnership, the Company, and the Subsidiaries or any of their respective officers or directors is a party, or of which any of their properties or other assets is the subject, before or by any Governmental Authority, that is reasonably likely, individually or in the aggregate, to result in any Material Adverse Effect or to have a material adverse effect on the ability of the Operating Partnership or the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

(n) Each of the Operating Partnership, the Company, and the Subsidiaries holds all material licenses, certificates, and permits from Governmental Authorities that are necessary to the conduct of its business and is in compliance with the terms and conditions of such licenses, certificates and permits; and none of the Operating Partnership, the Company or the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such permits, licenses or certificates that, if determined adversely to the Operating Partnership, the Company, or any Subsidiary, would, individually or in the aggregate, have a Material Adverse Effect.

(o) There is no claim by any of the Operating Partnership, the Company, or the Subsidiaries pending under any insurance policies which (a) has been denied or disputed by the insurer other than denials and disputes in the ordinary course of business consistent with past practice or (b) if not paid, would have a Material Adverse Effect. With respect to each such insurance policy, except as would not, individually or in the aggregate, have a Material Adverse Effect, (a) the Operating Partnership, the Company, and the Subsidiaries have paid, or caused to be paid, all premiums due under the policy and have not received written notice that they are in default with respect to any obligations under the policy, and (b) to the knowledge of the Operating Partnership and the Company, as of the date hereof no insurer on the policy has been declared insolvent or placed in receivership, conservatorship or liquidation. None of the Operating Partnership, the Company, or the Subsidiaries have received any written notice of cancellation or termination with respect to any existing insurance policy that is held by, or for the benefit of, any of the Operating Partnership, the Company, or the Subsidiaries, other than as would not have, individually or in the aggregate, a Material Adverse Effect.

(p) There are no contracts, agreements or understandings between or among the Operating Partnership, the Company, or the Subsidiaries and any person that would give rise to a valid claim against the Operating Partnership, the Company, or the Subsidiaries, or the Purchaser for a brokerage commission, finder's fee, or other like payment in connection with the offering, issuance and sale of the Preferred Units or as a result of any transactions contemplated by this Agreement.

(q) Each of the Operating Partnership, the Company, and the Subsidiaries has filed all federal, state, local, and foreign income tax returns which have been required to be filed by it, except in any case in which the failure so to file would not have a Material Adverse Effect, and has paid all taxes indicated by said returns and all assessments received by it to the extent that such taxes have become due, except for any such assessment that is currently being contested in good faith or as would not have a Material Adverse Effect. No tax deficiency has been asserted against the Operating Partnership, the Company, or any Subsidiary, nor does the Operating Partnership or the Company know of any tax deficiency which is likely to be asserted against the Operating Partnership, the Company, or any Subsidiary, except for any such deficiency that would not have a Material Adverse Effect; all tax liabilities, if any, are adequately provided for on the respective books of the entities in all material respects.

(r) The Operating Partnership has been properly classified as a partnership for federal tax purposes throughout the period from its formation through the date hereof.

(s) None of the Operating Partnership, the Company or, any Subsidiary is and, after giving effect to the issuance of the Preferred Units and the application of the proceeds therefrom and the other transactions contemplated by this Agreement, none of the Operating Partnership, the Company, or any Subsidiary will be, an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the " 1940 Act" ).

(t) No Subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Operating Partnership or the Company, from making any other distribution on such Subsidiary's equity interests or capital stock, from repaying to the Operating Partnership or the Company any loans or advances to such Subsidiary from the Operating Partnership or the Company or from transferring any of such Subsidiary's property or assets to the Operating Partnership, the Company or any other Subsidiary of the Operating Partnership or the Company.

(u) Other than the Partnership Agreement and the Charter, there are no existing agreements among the Operating Partnership, the Company and any of their respective security holders that prohibit the sale, transfer, assignment, pledge, or hypothecation of any of the Operating Partnership's or the Company's securities.

Section 2. Representations and Warranties of the Purchaser . The Purchaser represents and warrants to and agrees with the Operating Partnership and the Company as of the date hereof and as of each Closing Date as follows:

(a) The Purchaser has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware. The Purchaser has full limited partnership power to execute and deliver this Agreement and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby.

(b) This Agreement has been duly authorized, executed, and delivered by the Purchaser, and constitutes the legal, valid, and binding obligation of the Purchaser, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally or by general principles of equity.

(c) The Amendment has been duly authorized by the Purchaser and, when executed and delivered by the Purchaser, will constitute the legal, valid, and binding obligation of the Purchaser, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally or by general principles of equity.

(d) The Purchaser need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order to consummate the transactions contemplated by this Agreement, except for such as have been obtained and except for such as would not materially impede the transactions contemplated by this Agreement.

(e) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority to which the Purchaser is subject or any provision of its organizational documents, except for such violations as would not materially impede the transactions contemplated by this Agreement.

(f) The Purchaser and its representatives have had an opportunity to ask questions and receive answers from the Operating Partnership and the Company regarding the terms and conditions of the sale of the Preferred Units to the Purchaser and the business, properties, prospects and financial condition of the Operating Partnership and the Company.

(g) The Purchaser is acquiring the Preferred Units for its own account for investment purposes and not with a view to the distribution thereof.

(h) The Purchaser has substantial experience as a purchaser of equity securities issued by companies similar to the Operating Partnership and acknowledges that it is able to fend for itself, can bear the economic risk of its investment and could afford a complete loss of such investment, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Preferred Units. The Purchaser acknowledges that in purchasing the Preferred Units it must be prepared to continue to bear the economic risk of such investment for an indefinite period of time because the Preferred Units have not been registered under the 1933 Act and cannot be sold unless they are subsequently registered

under the 1933 Act and applicable state securities laws, or unless exemptions from such registration requirements are available, and then will be only transferable in accordance with the terms of the Partnership Agreement, as modified by the Amendment.

(i) The Purchaser is an "accredited investor" within the meaning of Rule 501(a) under the 1933 Act.

(j) There are no contracts, agreements, or understandings between the Purchaser and any person that would give rise to a valid claim against the Operating Partnership or the Company for a brokerage commission, finder's fee, or other like payment in connection with the offering, issuance and sale of the Preferred Units to the Purchaser.

(k) It is understood that any certificate(s) evidencing the Preferred Units shall initially bear substantially the following legend (in addition to any legend otherwise required under applicable federal or state securities laws or by the Partnership Agreement):

"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM OR NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS."

Section 3. Sale and Delivery to the Purchaser .

(a) On the basis of the representations and warranties contained herein and subject to the terms and conditions herein set forth, the Operating Partnership agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, up to an aggregate of 15,000,000 Preferred Units at one or more Closings, for the consideration specified in Section 3(b) below; provided , however , that the aggregate amount of all Investments outstanding at any given time shall not exceed $50,000,000 (the " Investment Limit" ).

(b) At the closing of each Investment (each a " Closing" ), the Operating Partnership will deliver to the Purchaser a certificate or an entry on its books and records representing the number of Preferred Units equal to (i) the amount of the Investment being made at such Closing divided by (ii) $10, against payment of an amount equal to the Investment, in Federal (same day) funds by wire transfer to the account of the Operating Partnership, on such business day as the Operating Partnership and the Purchaser shall agree (each such date of such payment being herein referred to as a " Closing Date" ). Notwithstanding anything to the contrary contained herein, no Closing may occur after December 24, 2015.

(c) The certificate or book entry for the Preferred Units to be issued to the Purchaser shall be registered in such name as the Purchaser may request in writing at least one full business day before the applicable Closing Date. If a certificate for the Preferred Units is issued, the certificate will be made available for examination by the Purchaser in El Segundo, California, not later than 8:00 a.m. (Pacific Time) on the business day prior to the applicable Closing Date.

Section 4. Covenants of the Operating Partnership and the Company . Each of the Operating Partnership and the Company, jointly and severally, covenants with the Purchaser as follows:

(a) Each of the Operating Partnership and the Company agrees that the proceeds received by the Operating Partnership from the sale of the Preferred Units shall be used solely for (i) the acquisition of business essential properties significantly occupied by a single tenant; and (ii) for the payment of the costs, expenses, and fees incurred or to be incurred in connection with its entry into this Agreement, and the transactions contemplated hereby (collectively, the " Approved Uses" ).

(b) From the date of this Agreement until the final Closing Date, except as contemplated by this Agreement, the Operating Partnership and the Company shall, and shall cause each of the Subsidiaries to, (i) conduct its operations only in the ordinary course of business consistent with past practice and (ii) use its reasonable commercial efforts to conduct its operations in compliance with applicable laws and to maintain and preserve intact its business organization, to retain the services of its current officers and key employees, to preserve its assets and properties in good repair and condition, and to preserve the goodwill of its customers, suppliers and other persons with whom it has business relationships.

(c) Without limiting the generality of Section 4(b), and except as otherwise contemplated by this Agreement, the Operating Partnership and the Company shall not, and shall not permit any of the Subsidiaries to, take any action that would constitute a breach of any Protective Provision (as such term is defined in the Amendment) from the date of this Agreement until the final Closing Date, without the prior written consent of the Purchaser, such consent not to be unreasonably withheld or delayed.

(d) The Operating Partnership and the Company shall do, or cause to be done with respect to themselves and the Subsidiaries, all things necessary to (i) preserve, renew, and keep in full force and effect the rights, licenses, permits and franchises necessary for the conduct of the business of each Property and comply in all respects with all applicable Legal Requirements applicable to each Property and (ii) comply, and cause the Subsidiaries to comply, in all material respects with all of the provisions of all of their respective organizational documents, and the laws of the state in which each such entity was formed. The Operating Partnership and the Company shall at all times, and shall cause the Subsidiaries to, maintain, preserve, and protect all applicable

franchises and trade names and preserve all the remainder of their respective property necessary for the continued conduct of their respective businesses, as applicable.

(e) The Operating Partnership and the Company have taken and shall continue to take all steps and implement all policies which are necessary to ensure that the Operating Partnership, the Company, and the Subsidiaries are in compliance with all material Legal Requirements applicable to each entity's business, including, without limitation, those Legal Requirements relating to anti-money laundering and anti-terrorism.

Section 5. Covenants of the Purchaser .

(a) The Purchaser agrees that at all times, it will maintain Investments in the Operating Partnership in a minimum aggregate amount of no less than the principal amount outstanding under that certain credit agreement dated as of June 25, 2015, among the Purchaser, as borrower, the lenders party thereto, KeyBank, National Association as administrative agent, and KeyBanc Capital Markets, as lead arranger and lead bookrunner (the "Purchaser Credit Agreement"); provided , however , that the aggregate amount of all Investments outstanding at any given time shall not exceed the Investment Limit.

(b) The Purchaser agrees that it will make mandatory prepayments of principal under the Purchaser Credit Agreement in an amount equal to (i) the net proceeds received by the Company pursuant to its common stock offering (after customary closing costs not to exceed thirteen percent (13%) and excluding sales of the Company's common stock pursuant to the Company's distribution reinvestment plan) and (ii) the net proceeds received by the Company from any asset sales or refinancing transactions, each such payment to be due within five (5) business days of receipt by the Company of such funds.

Section 6. Payment of Expenses . Each of the Operating Partnership and the Company, jointly and severally, agrees to pay all expenses arising in connection with the preparation of this Agreement and in connection with the transactions contemplated hereby, including, without limitation, (i) all expenses incident to the issuance and delivery of the Preferred Units; (ii) all fees and expenses of the Operating Partnership's and the Company's counsel and other advisors; (iii) all necessary issue, transfer, and other stamp taxes; and (iv) all reasonable out-of-pocket fees and expenses incurred by the Purchaser, including, without limitation, the fees and expenses of the Purchaser's outside counsel, title report fees and costs, survey costs, and costs incurred in obtaining and/or reviewing due diligence materials, including, without limitation, appraisals, environmental and engineering reports, and travel costs of the Purchaser's personnel or representatives, regardless of whether the issuance and sale of the Preferred Units to the Purchaser is consummated and for as long as the Preferred Units are outstanding.

Section 7. Conditions of the Purchaser's Obligations . The obligations of the Purchaser hereunder are subject to the accuracy of the representations and warranties of the Operating Partnership and the Company herein included, to the performance by the Operating Partnership and the Company of their respective obligations hereunder, and to the following further conditions:

(a) At each Closing Date, (i) no proceedings shall be pending or, to the knowledge of the Operating Partnership or the Company, threatened against the Operating Partnership, the Company or any Subsidiary before or by any federal, state, or other commission, board, or administrative agency wherein an unfavorable decision, ruling, or finding would reasonably be expected to result in any Material Adverse Effect, (ii) the representations and warranties set forth in Section 1 hereof shall be accurate as though expressly made at and as of such Closing Date; and (iii) each of the Operating Partnership and the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such Closing Date.

(b) At each Closing Date, the Purchaser shall have received a certificate executed by the president or chief executive officer and the chief financial officer of the Company, dated as of such Closing Date, on behalf of the Company and as general partner of the Operating Partnership, certifying that the representations and warranties contained in Section 1 are accurate as if made at the applicable Closing Date and that the conditions precedent set forth in this Section 7 have been satisfied.

(c) At each Closing Date, the Purchaser shall have received a certificate executed by the secretary of the Company, dated as of the date hereof, on behalf of the Company and as general partner of the Operating Partnership, certifying as to the resolutions of the Board of Directors of the Company, on behalf of the Company and as general partner of the Operating Partnership, and other limited partnership and corporate proceedings relating to the authorization, execution, and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(d) At the initial Closing Date, the Purchaser shall have received (i) the Amendment and the Partnership Agreement, substantially in the forms attached hereto as Exhibits A-1 and A-2 , respectively, duly executed by the Company, in its capacity as general partner of the Operating Partnership, and on behalf of the existing limited partners in the Operating Partnership (via power of attorney), and the Purchaser; and (ii) a certificate or book entry registered in the name of the Purchaser representing the number of Preferred Units to be purchased by the Purchaser pursuant to Section 3 (the " Preferred Units Certificate" ), duly executed by the Company, in its capacity as general partner of the Operating Partnership.

(e) At the initial Closing Date, counsel for the Purchaser shall have been furnished with such documents as it may reasonably require in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the

conditions, herein included; and all proceedings taken by the Operating Partnership or the Company that are necessary in connection with the issuance and sale of the Preferred Units shall be satisfactory in form and substance to the Purchaser and its counsel.

If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchaser by notice to the Operating Partnership and the Company at any time at or prior to the final Closing Date, and such termination shall be without liability of any party to any other party, except that the provisions concerning payment of expenses under Section 6 hereof, the provisions concerning indemnification under Section 8 hereof, and the provisions relating to governing law shall remain in effect.

Section 8. Indemnification .

(a) Each of the Operating Partnership and the Company, jointly and severally, agrees to indemnify, defend, and hold harmless the Purchaser from and against all actual third party costs and expenses (including, without limitation, reasonable attorney's fees and expenses) and any actual losses and damages (collectively, " Losses" ) suffered or incurred by the Purchaser (whether or not due to third party claims) that arise out of or result from (i) any material inaccuracy in or any material breach of, as of the date hereof or as of any Closing Date, any representation and warranty made by the Operating Partnership and/or the Company in this Agreement; and (ii) any material failure by the Operating Partnership or the Company to duly and timely perform or fulfill any of their covenants or agreements required to be performed by them under this Agreement.

(b) The Purchaser shall indemnify and hold harmless the Operating Partnership and the Company from and against any and all Losses suffered or incurred by any of the Operating Partnership or the Company (whether or not due to third party claims) that arise out of or result from (i) any material inaccuracy in or any material breach of, as of the date hereof or as of any Closing Date, any representation or warranty made by the Purchaser in this Agreement, and (ii) any material failure by the Purchaser to duly and timely perform or fulfill any of its covenants or agreements required to be performed by the Purchaser under this Agreement.

(c) All claims for indemnification by a party seeking indemnification under this Section 8 shall be asserted and resolved as follows. If an indemnified party intends to seek indemnification under this Section 8, it shall promptly notify the indemnifying party in writing of such claim. The failure to provide such notice will not affect any rights hereunder except to the extent the indemnifying party is materially prejudiced thereby. If such claim involves a claim by a third party against the indemnified party, the indemnifying party may, within ten (10) days after receipt of such notice and upon notice to the indemnified party, assume, with counsel reasonably satisfactory to the indemnified party, at the sole cost and expense of the indemnifying party, the settlement or defense thereof (in which case any Losses associated therewith shall be the sole responsibility of the indemnifying party), provided , that the indemnified party may participate in such settlement or defense through its own counsel and at its own cost and expense; provided, further , that, if the indemnified party reasonably determines that representation by the indemnifying party's counsel of both the indemnifying party and the indemnified party may present such counsel with a material conflict of interest, then the indemnifying party shall pay the reasonable fees and expenses of the indemnified party's counsel, which counsel will be approved in writing (including, without limitation, as to fee structure) by the indemnifying party, such approval not to be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, (i) the indemnifying party may, at the sole cost and expense of the indemnifying party, at any time prior to the indemnifying party's timely delivery of the notice referred to in the third sentence of this Section 8(c), file any motion, answer or other pleadings or take any other action that the indemnifying party reasonably believes to be necessary or appropriate to protect its interests, (ii) the indemnifying party may take over the control of the defense or settlement of a third-party claim at any time if it irrevocably waives its right to indemnity under this Section 8 with respect to such claim and (iii) the indemnifying party may not, without the consent of the indemnified party, settle or compromise any action or consent to the entry of any judgment, such consent not to be unreasonably withheld. So long as the indemnifying party is contesting any such claim in good faith, the indemnified party shall not pay or settle any such claim without the indemnifying party's consent, such consent not to be unreasonably withheld. If the indemnifying party is not entitled to assume the defense of the claim pursuant to the foregoing provisions or is entitled but does not contest such claim in good faith (including if it does not notify the indemnified party of its assumption of the defense of such claim within the ten (10)-day period set forth above), then the indemnified party may conduct and control, through counsel of its own choosing and at the expense of the indemnifying party, the settlement or defense thereof, and the indemnifying party shall cooperate with it in connection therewith. The failure of the indemnifying party to participate in, conduct or control such defense shall not relieve the indemnifying party of any obligation it may have hereunder. Any defense costs required to be paid by the indemnifying party shall be paid as incurred, promptly against delivery of invoices therefor.

(d) The parties hereto agree that any indemnification payments made with respect to this Agreement shall be "grossed up" such that the indemnifying party will pay an amount to the indemnified party that reflects the hypothetical tax consequences of the receipt or accrual of such indemnification payment, using the maximum applicable statutory rate (or, in the case of an item that affects more than one tax, rates) of tax and reflecting, for example, the effect of deductions available for taxes such as state and local income taxes.

Section 9. Confidential Information . The Purchaser or the Operating Partnership, the Company or their respective affiliates, as the case may be, will maintain the confidentiality of Confidential Information in accordance with procedures adopted by such party in good faith to protect confidential information of third parties delivered to such party; provided , that the Purchaser or the Operating Partnership, the Company or their respective affiliates, as the case may be, may deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by the Preferred Units); (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 9; (iii) any other holder of Preferred Units; (iv) any accredited investor to which the Purchaser or the Operating Partnership, the Company or their respective affiliates, as the case may be, sells or offers to sell Preferred Units or any part thereof or any participation therein (if such person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 9); (v) any person from which the Purchaser or the Operating Partnership, the Company or their respective affiliates, as the case may be, offers to purchase any security of the Operating Partnership, the Company, or any of their respective Subsidiaries (if such person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 9); (vi) any federal or state regulatory authority having jurisdiction over the Purchaser or the Operating Partnership, the Company or their respective affiliates, as the case may be; and (vii) any other person to which such delivery or disclosure may be necessary or appropriate (v) to effect compliance with any law, rule, regulation or order applicable to the Purchaser or the Operating Partnership, the Company or their respective affiliates, as the case may be; (w) in response to any subpoena or other legal process; (x) in connection with any litigation to which the Purchaser or the Operating Partnership, the Company or their respective affiliates, as the case may be, is a party; (y) in connection with the assumption by the Company of any debt; or (z) if an Event of Default (as such term is defined in the Amendment) or other Optional Repurchase Event (as such term is defined in the Amendment) has occurred and is continuing, to the extent the Purchaser or the Operating Partnership, the Company or their respective affiliates, as the case may be, may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under this Agreement. Without the prior written consent of the Operating Partnership and the Company, on the one hand, and the Purchaser, on the other hand, no party hereto may make an announcement, issue an advertisement or a press release, or otherwise make any publicly available statement concerning this Agreement or the transactions contemplated hereby, other than as required by or pursuant to U.S. federal or state securities laws. Each holder of Preferred Units, by its acceptance of such Preferred Units, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 9.

Section 10. Survival . Subject to the limitations and other provisions of this Agreement, the representations and warranties included in this Agreement, or included in certificates of officers of the Operating Partnership and the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Purchaser or any person controlling the Purchaser, or by or on behalf of the Operating Partnership and the Company, and shall survive delivery of and payment for the Preferred Units until the date that is two (2) years after the final Closing Date; provided , that: (a) the representations and warranties in Section 1(b), Sections 1(f) through 1(i), Section 1(k), Sections 2(a) through 2(c) and Section 2(e) shall survive indefinitely; and (b) the representations and warranties in Section 1(c), Section 1(d), Section 1(p), and Section 1(q) shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days. All covenants, agreements (including as to confidentiality) and indemnities of the parties contained herein shall survive the final Closing Date indefinitely or for the period explicitly specified therein; provided , that, with respect to indemnities for inaccuracies in or breaches of representations, such indemnities shall survive for the period specified for the applicable representations.

Section 11. Notices . All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Purchaser shall be directed to Griffin Capital Vertical Partners, L.P., Griffin Capital Plaza, 1520 E. Grand Avenue, El Segundo, California 90245, Attention: Kevin A. Shields; and notices to the Operating Partnership and the Company shall be directed to them at Griffin Capital Essential Asset REIT II, Inc., Griffin Capital Plaza, 1520 E. Grand Avenue, El Segundo, California 90245, Attention: Howard S. Hirsch.

Section 12. Parties . This Agreement shall inure to the benefit of and be binding upon the Purchaser, the Operating Partnership and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and their respective successors, and for the benefit of no other person, firm or corporation.

Section 13. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed in said State.

Section 14. Counterparts . This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 15. Certain Defined Terms . The terms that follow, when used in this Agreement, shall have the meanings indicated.

"Confidential Information" means information delivered either (i) to the Purchaser by or on behalf of the Operating Partnership, the Company or their respective affiliates or (ii) to the Operating Partnership, the Company or their respective affiliates by or on behalf of the Purchaser, as the context may require, in each case in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature; provided , that such term does not include information that (a) was publicly known prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by the Purchaser or the Operating Partnership, the Company or their respective affiliates, as the case may be, or any person acting on such party's behalf or (c) otherwise becomes known to the Purchaser or the Operating Partnership, the Company or their respective affiliates, as the case may be, other than through the disclosure to such party by the Purchaser or the Operating Partnership, the Company or their respective affiliates, as the case may be.

"Governmental Authority" shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence, including foreign Governmental Authorities.

"Improvements" shall mean the buildings, structures, fixtures, building equipment, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located at any Property.

"Indebtedness" shall mean, without duplication, the sum of the (i) indebtedness for borrowed money (excluding any interest thereon), secured or unsecured (including but not limited to all senior financing facilities, senior mortgages and/or fixed-rate long term debt) (the " Senior Debt" ), (ii) reimbursement obligations under any letters of credit or similar instruments with regard to the Senior Debt, (iii) capitalized lease obligations, (iv) obligations under interest rate cap, swap, collar or similar transactions or currency hedging transactions (valued at the termination value thereof) and (v) guarantees of any Indebtedness of the foregoing of any other person; provided , that Indebtedness shall not include "trade payables" incurred in the ordinary course of business and shall not include the Investments.

"Initial Closing Date" shall mean June 24, 2015.

"Legal Requirements" shall mean, collectively, all present and future laws, statutes, codes, ordinances, consents, approvals, certifications, orders, judgments, decrees, injunctions, rules, regulations and requirements, and irrespective of the nature of the work to be done, of every Governmental Authority (including, without limitation, applicable environmental laws and all covenants, restrictions and binding conditions now or hereafter of record) which may be applicable to (i) the Operating Partnership or the Company, (ii) all or any portion of any Property, including the Improvements thereon, and (iii) the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or reconstruction of all or any portion of any Property thereon including, without limitation, building and zoning codes and any required variances, and ordinances and laws relating to handicapped accessibility.

"Lien" shall mean any liens, mortgages, pledges, security interests, claims, options, rights of first offer or refusal, charges, conditional or installment sale contracts, claims of third parties of any kind or other encumbrances.

"Material Adverse Effect" with respect to any person shall mean any event, occurrence, development, change or effect that is, or is reasonably likely to be, individually or in the aggregate, materially adverse to the business, prospects, properties, operating assets, financial condition or results of operations of such person and its Subsidiaries, taken as a whole; provided , that, in no event shall the following, either individually or in the aggregate, in and of itself be deemed to constitute a "Material Adverse Effect": (i) the failure by the Company to meet independent, third party projections of earnings, revenue or other financial performance measures ( provided , that the underlying facts, circumstances, operating results or prospects which cause the Company to fail to meet such projections may be considered in determining whether a "Material Adverse Effect" has occurred or is reasonably likely to occur); (ii) fluctuations in the price or net asset value of the Common Stock; and (iii) the failure to obtain any tenant estoppel.

"Partnership Agreement" shall have the meaning set forth in the recitals hereto.

"Permitted Lien" shall mean, collectively (a) any Lien, encumbrances or other matters disclosed in a Title Insurance Policy, (b) any Lien, if any, for Taxes imposed by any Governmental Authority not yet due or delinquent and (c) such other title and survey exceptions as the Purchaser has approved or may approve in writing in the Purchaser's sole discretion.

"Property" or " Properties" shall mean each individual property owned or acquired by the Operating Partnership or the Company, including the Improvements thereon.

"Registration Statement" shall mean the Company's registration statement on Form S-11, as amended (SEC File No. 333-194280).

"Taxes" shall mean all real estate and personal property Taxes, assessments, water rates or sewer rents (excluding income Taxes), now or hereafter levied or assessed or imposed against the Properties or part thereof, together with all interest and penalties thereon.

"Title Insurance Policy" means a policy of title insurance or title commitments.

Section 16. Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

[ Signature Page Follows. ]

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

SCHEDULE I

Subsidiaries

Subsidiaries of the Company :

Subsidiaries of the Operating Partnership :

SECOND AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P.

Griffin Capital Essential Asset Operating Partnership II, L.P. (the "Partnership") was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on November 21, 2013. This Second Amended and Restated Limited Partnership Agreement ("Agreement") is entered into effective as of June 24, 2015, among Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the "General Partner"), the Original Limited Partner, and the Special Limited Partner set forth on Exhibit A hereto, and the Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

WHEREAS, the General Partner and the Limited Partners entered into a First Amended and Restated Limited Partnership Agreement of Griffin Capital Essential Asset Operating Partnership II, L.P., dated as of July 31, 2014 (the "First Amended and Restated Agreement");

WHEREAS, simultaneous with the date hereof, the General Partner is entering into an Amendment No. 1 to this Agreement to establish a new series of "Preferred Units" of Limited Partnership Interest; and

WHEREAS, the General Partner desires to amend and restate the First Amended and Restated Agreement to, among other things, designate and reclassify the existing Partnership Units into "Common Units," reflect the designation of the "Preferred Units," make certain revisions to the allocation and distribution provisions and make other conforming changes.

NOW, THEREFORE, in consideration of the foregoing, of mutual covenants between the parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend and restate the First Amended and Restated Agreement in its entirety and continue the Partnership as a limited partnership under the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, as follows:

ARTICLE 1

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

Act means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time.

Additional Funds has the meaning set forth in Section 4.3.

Additional Securities means any additional REIT Shares (other than REIT Shares issued in connection with an exchange pursuant to Section 8.4 hereof) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares, as set forth in Section 4.2(a)(ii).

Adjusted Capital Account means the Capital Account maintained for each Partner as of the end of each Partnership Year (i) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.701-4(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

Administrative Expenses means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) those administrative costs and expenses of the General Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and any accounting and legal expenses of the General Partner, which expenses, the Partners have agreed, are expenses of the Partnership and not the General Partner, and (iii) to the extent not included in clause (ii) above, REIT Expenses; provided , however , that Administrative Expenses shall not include any administrative costs and expenses incurred by the General Partner that are attributable to Properties or partnership interests in a Subsidiary Partnership (other than this Partnership) that are owned by the General Partner directly .

Advisor or Advisors means the Person or Persons, if any, appointed, employed or contracted with by the General Partner and responsible for directing or performing the day-to-day business affairs of the General Partner, including any Person to whom the Advisor subcontracts substantially all of such functions.

Advisory Agreement means the agreement among the Partnership, the General Partner and the Advisor pursuant to which the Advisor will direct or perform the day-to-day business affairs of the General Partner and the Partnership.

Affiliate or Affiliated means, as to any other Person, any of the following:

(a) any Person directly or indirectly owning, controlling or holding, with power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person;

(b) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with power to vote, by such other Person;

(c) any Person directly or indirectly controlling, controlled by or under common control with such other Person;

(d) any executive officer, director, trustee or general partner of such other Person; and

(e) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

Agreed Value means the fair market value of a Partner's non-cash Capital Contribution as of the date of contribution as agreed to by such Partner and the General Partner. The names and addresses of the General Partner and Original Limited Partner, number of Partnership Units issued to each of them, and their respective Capital Contributions as of the date of contribution is set forth on Exhibit A .

Agreement means this Second Amended and Restated Limited Partnership Agreement, as amended, modified supplemented or restated from time to time, as the context requires.

Appraised Value means value according to an appraisal made by an Independent Appraiser jointly selected by the Advisor and the board of directors of the General Partner within 10 days following the Termination Date. In the event that the Advisor and the board of directors of the General Partner are unable to agree upon an independent appraiser, the Advisor and the board of directors of the General Partner each shall select an Independent Appraiser. Each such Independent Appraiser shall complete an appraisal of the fair market value of the Properties within 30 days of the Termination Date, and the fair market value of the Properties shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two Independent Appraisers, no later than 40 days after the Termination Date, shall select a third Independent Appraiser who shall complete an appraisal of the fair market value of the Properties no later than 60 days after the Termination Date. In such case, the fair market value of the Termination Date shall be the average of the two appraisals closest in value.

Articles of Incorporation means the General Partner's Articles of Incorporation filed with the Maryland State Department of Assessments and Taxation, as amended or restated from time to time.

Assets means the aggregate carrying value of GAAP assets including but not limited to current, fixed, tangible and intangible assets, owned or held by, or for the account of, the General Partner, whether directly or indirectly through the Partnership or any Subsidiary, excluding Properties and net deferred financing costs.

Book Value means, with respect to any Partnership asset, the asset's adjusted basis for federal income tax purposes, except that Book Values of all Partnership assets shall be adjusted in the event of a revaluation of Partnership property under Section 4.4 of this Agreement, in accordance with the rules set forth in Section 1.704-1(b)(2)(iv)(f) and (g) of the Regulations.

Capital Account has the meaning provided in Section 4.4 hereof.

Capital Contribution means the total amount of cash, cash equivalents, and the Agreed Value of any Property or other asset (other than cash) contributed or agreed to be contributed, as the context requires, to the Partnership by each Partner pursuant to the terms of this Agreement. Any reference to the Capital Contribution of a Partner shall include the Capital Contribution made by a predecessor holder of the Partnership Interest of such Partner.

Cash Amount means an amount of cash equal to the product of the Value of one REIT Share and the REIT Shares Amount on the date of receipt by the General Partner of a Notice of Exchange.

Certificate means any instrument or document that is required under the laws of the State of Delaware, or any other jurisdiction in which the Partnership conducts business, to be signed and sworn to by the Partners of the Partnership (either by themselves or pursuant to the power-of-attorney granted to the General Partner in Section 8.2 hereof) and filed for recording in the appropriate public offices within the State of Delaware or such other jurisdiction to perfect or maintain the Partnership as a

limited partnership, to effect the admission, withdrawal, or substitution of any Partner of the Partnership, or to protect the limited liability of the Limited Partners as limited partners under the laws of the State of Delaware or such other jurisdiction.

Code means the Internal Revenue Code of 1986, as amended, and as hereafter amended from time to time. Reference to any particular provision of the Code shall mean that provision in the Code at the date hereof and any successor provision of the Code.

Common Stockholders means holders of REIT Shares.

Common Unit means a Partnership Unit that is not a Preferred Unit.

Conversion Factor means 1.0, provided that in the event that the General Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date and, provided further, that in the event that an entity other than an Affiliate of the General Partner shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the " Successor Entity" ), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by the number of shares of the Successor Entity into which one REIT Share is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided , however , that if the General Partner receives a Notice of Exchange after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, the Conversion Factor shall be determined as if the General Partner had received the Notice of Exchange immediately prior to the record date for such dividend, distribution, subdivision or combination.

Distributions means any dividends or other distributions of money or other property paid by the General Partner to the holders of its REIT Shares or preferred stock, including dividends that may constitute a return of capital for federal income tax purposes.

Event of Bankruptcy as to any Person means the filing of a petition for relief as to such Person as debtor or bankrupt under the Bankruptcy Code of 1978 or similar provision of law of any jurisdiction (except if such petition is contested by such Person and has been dismissed within 90 days); insolvency or bankruptcy of such Person as finally determined by a court proceeding; filing by such Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of his assets; commencement of any proceedings relating to such Person as a debtor under any other reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any jurisdiction, whether now in existence or hereinafter in effect, either by such Person or by another, provided that if such proceeding is commenced by another, such Person indicates his approval of such proceeding, consents thereto or acquiesces therein, or such proceeding is contested by such Person and has not been finally dismissed within 90 days.

Exchange Amount means either the Cash Amount or the REIT Shares Amount, as selected by the General Partner in its sole and absolute discretion pursuant to Section 8.4(b) hereof.

Exchange Right has the meaning provided in Section 8.4(a) hereof.

Exchanging Partner has the meaning provided in Section 8.4(a) hereof.

Extraordinary Transaction means, whether in one or a series of transactions, the transfer or other disposition, directly or indirectly, of all or substantially all of the business or securities of the General Partner, whether by way of a merger or consolidation, reorganization, recapitalization or restructuring, tender or exchange offer, negotiated purchase, leveraged buyout or otherwise, or any other extraordinary corporate transaction involving the General Partner, excluding a Sale.

GAAP means generally accepted accounting principles consistently applied as used in the United States.

General Partner means Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation, and any Person who becomes a substitute or additional General Partner as provided herein, and any of their successors as General Partner.

General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest. The number of Common Units held by the General Partner equal to one percent (1%) of all outstanding Common Units from time to time is hereby designated as the General Partnership Interest.

Indemnitee means (i) the General Partner or a director, officer or employee of the General Partner or Partnership, (ii) the Advisor or a director, officer, manager, member, employee of the Advisor or another agent of the Advisor if such agent is an Affiliate of the Advisor and (iii) such other Persons (including Affiliates of the General Partner, the Advisor or the Partnership) as the General Partner may designate from time to time, in its sole and absolute discretion.

Independent Appraiser means a person or entity, who is not an Affiliate of the Advisor or the members of the board of directors of the General Partner, who is engaged to a substantial extent in the business of rendering opinions regarding the value of assets of the type held by the General Partner, and who is a qualified appraiser of real estate as determined by the members of the board of directors of the General Partner. Membership in a nationally recognized appraisal society such as the American Institute of Real Estate Appraisers or the Society of Real Estate Appraisers shall be conclusive evidence of such qualification.

Independent Director means a director of the General Partner who is not an officer or employee of the General Partner and meets the requirements for independence as defined by the General Partner's Articles of Incorporation.

Invested Capital means the amount calculated by multiplying the total number of REIT Shares purchased by Stockholders by (a) the offering price for the Stock paid by such Stockholders in an Offering or (b) for Stock not purchased in an Offering, the issue price for the Stock; in each case reduced by any Distributions attributable to Net Sale Proceeds and any amounts paid by the General Partner to repurchase shares of Stock pursuant to a plan for repurchase of the General Partner's Stock.

Joint Venture or Joint Ventures means those joint venture or general partnership arrangements in which the General Partner or the Partnership is a co-venturer or general partner which are established to acquire Properties.

Liabilities means the aggregate carrying value of GAAP liabilities owned or incurred by, or for the account of, the General Partner, whether directly or indirectly through the Partnership or any Subsidiary, including mortgage indebtedness.

Limited Partner means any Person named as a Limited Partner on Exhibit A attached hereto, and any Person who becomes a Substitute Limited Partner, in such Person's capacity as a Limited Partner in the Partnership. A Limited Partner may hold Common Units, Preferred Units, or both.

Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.

Liquidation Preference means, with respect to any Preferred Unit as of any date of determination, the amount (including distributions accumulated, due or payable through the date of determination) payable with respect to such Preferred Unit (as established by the instrument designating such Preferred Unit) upon the voluntary or involuntary dissolution or winding up of the Partnership as a preference over distributions to Partnership Units ranking junior to such Preferred Unit.

Listing means the approval of the REIT Shares, issued by the General Partner pursuant to an effective registration statement, on a National Securities Exchange. Upon Listing, the shares shall be deemed Listed.

Loss has the meaning provided in Section 5.1(f) hereof.

Market Value means the aggregate market value of all of the outstanding REIT Shares, measured by taking the average closing price or average of bid and asked price, as the case may be, during a period of 30 trading days commencing after the first day of the 6th month, but no later than the last day of the 18th month following Listing, the commencement date of which shall be chosen by the Advisor in its sole discretion.

National Securities Exchange means any securities exchange registered with the SEC pursuant to Section 6 of the Securities Exchange Act of 1934, as amended.

Net Sale Proceeds means in the case of a transaction described in clause (a) of the definition of Sale, the net proceeds of any such transaction less the amount of all real estate commissions and closing costs paid by the Partnership. In the case of a transaction described in clause (b) of such definition, Net Sale Proceeds means the net proceeds of any such transaction less the

amount of any legal and other selling expenses incurred by the Partnership in connection with such transaction. In the case of a transaction described in clause (c) of such definition, Net Sale Proceeds means the net proceeds of any such transaction actually distributed to the Partnership from the Joint Venture less any expenses incurred by the Partnership in connection with such transaction. In the case of a transaction or series of transactions described in clause (d) of the definition of Sale, Net Sale Proceeds means the net proceeds of any such transaction less the amount of all commissions and closing costs paid by the Partnership. In the case of a transaction described in clause (e) of such definition, Net Sale Proceeds means the net proceeds of any such transaction less the amount of all selling costs and other expenses incurred by the Partnership in connection with such transaction. Net Sale Proceeds shall also include, in the case of any lease of a Property consisting of a building only, any amounts from tenants, borrowers or lessees that the General Partner, in its capacity as general partner of the Partnership determines, in its discretion, to be economically equivalent to the proceeds of a Sale. Net Sale Proceeds shall be calculated after repayment of any outstanding indebtedness secured by the asset disposed of in the sale.

Notice of Exchange means the Notice of Exercise of Exchange Right substantially in the form attached as Exhibit B hereto.

Offer has the meaning set forth in Section 7.1(b)(ii) hereof.

Offering means an offering of Stock that is either (a) registered with the SEC, or (b) exempt from such registration, excluding Stock offered under any employee benefit plan.

OP Unitholders means all holders of Partnership Interests.

Original Limited Partner means the Limited Partner designated as "Original Limited Partner" on Exhibit A hereto.

Partner means any General Partner, Limited Partner or Special Limited Partner.

Partner Nonrecourse Debt Minimum Gain has the meaning set forth in Regulations Section 1.704-2(i). A Partner's share of Partner Nonrecourse Debt Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(i)(5).

Partnership means Griffin Capital Essential Asset Operating Partnership II, L.P., a Delaware limited partnership.

Partnership Interest means an ownership interest in the Partnership held by a Limited Partner, a Special Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

Partnership Minimum Gain has the meaning set forth in Regulations Section 1.704-2(d). In accordance with Regulations Section 1.704-2(d), the amount of Partnership Minimum Gain is determined by first computing, for each Partnership nonrecourse liability, any gain the Partnership would realize if it disposed of the property subject to that liability for no consideration other than full satisfaction of the liability, and then aggregating the separately computed gains. A Partner's share of Partnership Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(g)(1).

Partnership Record Date means the record date established by the General Partner for the distribution of cash pursuant to Section 5.2 hereof, which record date shall be the same as the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution.

Partnership Unit means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder. Without limitation on the authority of the General Partner as set forth in Section 4.2 hereof, the General Partner may designate any Partnership Units, when issued, as Common Units or Preferred Units, may establish any other class of Partnership Units, and may designate one or more series of any class of Partnership Units. The allocation of Partnership Units among the Partners shall be as set forth on Exhibit A , as such Exhibit may be amended from time to time.

Partnership Year means the fiscal year of the Partnership, which shall be the calendar year.

Percentage Interest means as to a Partner, with respect to any class or series of Partnership Units held by such Partner, its interest in such class or series of Partnership Units as determined by dividing the number of Partnership Units in such class or series owned by such Partner by the total number of Partnership Units in such class or series then outstanding. For purposes of determining the rights and relationships among the various classes and series of Partnership Units, Preferred Units shall not be considered to have any share of the aggregate Percentage Interest in the Partnership unless, and only to the extent, provided otherwise in the instrument creating such class or series of Preferred Units.

Person means any individual, partnership, limited liability company, corporation, joint venture, trust or other entity.

Preferred Unit means any Partnership Unit issued from time to time pursuant to Section 4.2 hereof that is specifically designated by the General Partner at the time of its issuance as a Preferred Unit. Each class or series of Preferred Units shall have such designations, preferences, and relative, participating, optional, or other special rights, powers, and duties, including rights, powers and duties senior to the Common Units, all as determined by the General Partner, subject to compliance with the requirements of Section 4.2 hereof.

Profit has the meaning provided in Section 5.1(f) hereof.

Property or Properties means the real properties or real estate investments which are acquired by the General Partner either directly or through the Partnership, Joint Ventures, partnerships or other entities.

Regulations means the Federal income tax regulations promulgated under the Code, as amended and as hereafter amended from time to time. Reference to any particular provision of the Regulations shall mean that provision of the Regulations on the date hereof and any successor provision of the Regulations.

Regulatory Allocations has the meaning set forth in Section 5.1(i) hereof.

REIT means a real estate investment trust under Sections 856 through 860 of the Code.

REIT Expenses means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner, (ii) costs and expenses relating to any Offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and sales commissions applicable to any such Offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the SEC, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the SEC and any National Securities Exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, (vii) costs and expenses incurred by the General Partner relating to any issuance or redemption of Partnership Interests, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.

REIT Share means a share of common stock, par value $0.001 per share, in the General Partner (or successor entity, as the case may be), the terms and conditions of which are set forth in the Articles of Incorporation.

REIT Shares Amount means a number of REIT Shares equal to the product of the number of Partnership Units offered for exchange by an Exchanging Partner, multiplied by the Conversion Factor as adjusted to and including the Specified Exchange Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the " rights" ), and the rights have not expired at the Specified Exchange Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holders of REIT Shares entitled to rights.

Sale or Sales means any transaction or series of transactions whereby: (a) the Partnership sells, grants, transfers, conveys or relinquishes its ownership of any Property or portion thereof, including the lease of any Property consisting of the building only, and including any event with respect to any Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (b) the Partnership sells, grants, transfers, conveys or relinquishes its ownership of all or substantially all of the interest of the Partnership in any Joint Venture in which it is a co-venturer or partner; (c) any Joint Venture in which the Partnership is a co-venturer or partner sells, grants, transfers, conveys or relinquishes its ownership of any Property or portion thereof, including any event with respect to any Property which gives rise to insurance claims or condemnation awards; (d) the Partnership sells, grants, conveys, or relinquishes its interest in any asset, or portion thereof, including any event with respect to any asset which gives rise to a significant amount of insurance proceeds or similar awards; or (e) the Partnership sells or otherwise disposes of or distributes all of its assets in liquidation of the Partnership.

SEC means the Securities and Exchange Commission.

Securities Act means the Securities Act of 1933, as amended, and as hereafter amended from time to time.

Service means the Internal Revenue Service.

Special Limited Partner means the Person designated as "Special Limited Partner" on Exhibit A hereto.

Special Limited Partner Interest means the interest of the Special Limited Partner in the Partnership representing its right as the holder of an interest in distributions described in Section 5.2 hereof (and any corresponding allocations of income, gain, loss and deduction under this Agreement).

Specified Exchange Date means the first business day of the month that is at least 60 business days after the receipt by the General Partner of the Notice of Exchange.

Stock means shares of stock of the General Partner of any class or series, including REIT Shares, preferred stock or shares-in-trust.

Stockholders means the registered holders of the General Partner's Stock.

Stockholders' 6% Return means, as of any date, an aggregate amount equal to a six percent (6%) cumulative, non-compounded, annual return on Invested Capital; provided , however , that for purposes of calculating the Stockholders' 6% Return, any non-taxable stock dividend shall not be included as a Distribution; and provided further that for purposes of determining the Stockholders' 6% Return, the return for each portion of the Invested Capital shall commence for purposes of the calculation upon the issuance of the Stock issued in connection with such capital.

Subordinated Distribution Due Upon Extraordinary Transaction means (a) fifteen percent (15%) of the amount by which (i) the Transaction Amount, plus the total of all Distributions paid to Common Stockholders (excluding any stock dividends and Distributions paid on REIT Shares redeemed by the General Partner) from the General Partner's inception until the date that Transaction Amount is determined, exceeds (ii) the sum of (A) Invested Capital and (B) the total Distributions required to be paid to Common Stockholders in order to pay the Stockholders' 6% Return from inception through the date Transaction Amount is determined.

Subordinated Distribution Due Upon Termination means fifteen percent (15%) of the amount, if any, by which (i) the Appraised Value of the Properties, plus the Assets, less the Liabilities, at the Termination Date, plus total Distributions (excluding any stock dividend and Distributions paid on REIT Shares redeemed by the General Partner pursuant to its share redemption program) through the Termination Date exceeds (ii) the sum of Invested Capital plus total Distributions required to be made to the Common Stockholders in order to pay the Stockholders' 6% Return from inception through the Termination Date.

Subordinated Incentive Listing Distribution means fifteen percent (15%) of the amount by which (i) the Market Value, plus the total of all Distributions paid to Common Stockholders (excluding any stock dividends and Distributions paid on REIT Shares redeemed by the General Partner) from the General Partner's inception until the date that Market Value is determined, exceeds (ii) the sum of (A) Invested Capital and (B) the total Distributions required to be paid to Common Stockholders in order to pay the Stockholders' 6% Return from inception through the date Market Value is determined.

Subsidiary means, with respect to any Person, any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.

Subsidiary Partnership means any partnership of which the partnership interests therein are owned by the General Partner or a direct or indirect Subsidiary of the General Partner.

Substitute Limited Partner means any Person admitted to the Partnership as a Limited Partner pursuant to Section 9.3 hereof.

Successor Entity has the meaning provided in the definition of "Conversion Factor" contained herein.

Surviving General Partner has the meaning set forth in Section 7.1(c) hereof.

Termination means the termination of the Advisory Agreement.

Termination Date means the date of termination of the Advisory Agreement.

Transaction has the meaning set forth in Section 7.1(b) hereof.

Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction.

Transfer has the meaning set forth in Section 9.2(a) hereof.

Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

ARTICLE 2

PARTNERSHIP FORMATION AND IDENTIFICATION

2.1.     Formation . The Partnership was formed as a limited partnership pursuant to the Act for the purposes and upon the terms and conditions set forth in this Agreement.

2.2.     Name, Office and Registered Agent . The name of the Partnership is Griffin Capital Essential Asset Operating Partnership II, L.P. The specified office and place of business of the Partnership shall be Griffin Capital Plaza, 1520 E. Grand Avenue, El Segundo, California 90245. The General Partner may at any time change the location of such office, provided the General Partner gives notice to the Partners of any such change. The name and address of the Partnership's registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The sole duty of the registered agent as such is to forward to the Partnership any notice that is served on him as registered agent.

2.3.     Partners .

(a)    The General Partner of the Partnership is Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation. Its principal place of business is the same as that of the Partnership.

(b)    The Limited Partners are those Persons identified as Limited Partners on Exhibit A hereto, as amended from time to time.

2.4.     Term and Dissolution .

(a)    The Partnership shall have perpetual duration, except that the Partnership shall be dissolved upon the first to occur of any of the following events:

(i)    The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;

(ii)    The passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other

disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);

(iii)    The exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner) for REIT Shares or the securities of any other entity; or

(iv)    The election by the General Partner that the Partnership should be dissolved.

(b)    Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel the Certificate and liquidate the Partnership's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership's debts and obligations), or (ii) distribute the assets to the Partners in kind.

2.5.     Filing of Certificate and Perfection of Limited Partnership . The General Partner shall execute, acknowledge, record and file at the expense of the Partnership, the Certificate any and all amendments thereto and all requisite fictitious name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts business.

2.6.     Certificates Describing Partnership Units . At the request of a Limited Partner, the General Partner, at its option, may issue a certificate summarizing the terms of such Limited Partner's interest in the Partnership, including the number of Partnership Units owned and the Percentage Interest represented by such Partnership Units as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear a legend to the following effect:

THIS CERTIFICATE IS NOT NEGOTIABLE. THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE ARE GOVERNED BY AND TRANSFERABLE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P., AS AMENDED FROM TIME TO TIME.

ARTICLE 3

BUSINESS OF THE PARTNERSHIP

The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act; provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT, (ii) to enter into any partnership, joint venture or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner's right in its sole and absolute discretion to cease qualifying as a REIT, the Partners acknowledge that the General Partner's current status as a REIT and the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Articles of Incorporation. The General Partner shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "publicly traded partnership" for purposes of Section 7704 of the Code.

ARTICLE 4

CAPITAL CONTRIBUTIONS AND ACCOUNTS

4.1.     Capital Contributions . The General Partner, Original Limited Partner and Special Limited Partner have made Capital Contributions to the Partnership in exchange for the Partnership Interests set forth opposite their names on Exhibit A, as amended from time to time.

4.2.     Additional Capital Contributions and Issuances of Additional Partnership Interests . Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.

(a)     Issuances of Additional Partnership Interests .

(i)    General. The General Partner is hereby authorized to cause the Partnership to issue such additional Partnership Interests in the form of Partnership Units for any Partnership purpose at any time or from time to time, to the Partners (including the General Partner) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partner. Any additional Partnership Interests issued thereby may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to any Common Units, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any Limited Partner, subject to Delaware law, including, without limitation: (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided, however, that no additional Partnership Interests shall be issued to the General Partner unless:

(1)    (A) the additional Partnership Interests are issued in connection with an issuance of REIT Shares of or other interests in the General Partner, which shares or interests have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner by the Partnership in accordance with this Section 4.2 and (B) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with the issuance of such shares of stock of or other interests in the General Partner;

(2)    the additional Partnership Interests are issued in exchange for property owned by the General Partner with a fair market value, as determined by the General Partner, in good faith, equal to the value of the Partnership Interests; or

(3)    additional Partnership Interests are issued to all Partners holding Partnership Units in proportion to their respective Percentage Interests.

In addition, the General Partner may acquire Partnership Interests from other Partners pursuant to this Agreement. In the event that the Partnership issues Partnership Interests pursuant to this Section 4.2(a), the General Partner shall make such revisions to this Agreement (without any requirement of receiving approval of the Limited Partners) as it deems necessary to reflect the issuance of such additional Partnership Interests and any special rights, powers, and duties associated therewith.

Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership.

(ii)     Upon Issuance of Additional Securities . The General Partner shall not issue any Additional Securities other than to all holders of REIT Shares, unless (A) the General Partner shall cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of a property to be held directly by the General Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors (as defined in the General Partner's Articles of Incorporation). Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. For example, in the event the General Partner issues REIT Shares for a cash purchase price and contributes all of the proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units equal to the product of (A) the number of such REIT Shares issued by the General Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is one hundred percent (100%), and the denominator of which is the Conversion Factor in effect on the date of such contribution.

(b)     Certain Deemed Contributions of Proceeds of Issuance of REIT Shares . In connection with any and all issuances of REIT Shares, the General Partner shall make Capital Contributions to the Partnership of the proceeds therefrom, provided that if the proceeds actually received and contributed by the General Partner are less than the gross proceeds of such issuance as a result of any underwriter's discount or other expenses paid or incurred in connection with such issuance, then the General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have paid such offering expenses in accordance with Section 6.5 hereof and in connection with the required issuance of additional Partnership Units to the General Partner for such Capital Contributions pursuant to Section 4.2(a) hereof.

4.3.     Additional Funding . If the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds ("Additional Funds") for any Partnership purpose, the General Partner may (i) cause the Partnership to obtain such funds from outside borrowings, or (ii) elect to have the General Partner or any of its Affiliates provide such Additional Funds to the Partnership through loans or otherwise.

4.4.     Capital Accounts . A separate capital account (a "Capital Account") shall be established and maintained for each Partner in accordance with Regulations Section 1.704-1(b)(2)(iv). If (i) a new or existing Partner acquires an additional Partnership Interest in exchange for more than a de minimis Capital Contribution, (ii) the Partnership distributes to a Partner more than a de minimis amount of Partnership property as consideration for a Partnership Interest, (iii) the Partnership is liquidated within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g) or (iv) a Partnership Interest (other than a de minimis interest) is granted as consideration for the provisions of services to or for the benefit of the Partnership by an existing Partner acting in a partner capacity, or by a new Partner acting in a partner capacity in anticipation of being a Partner, the General Partner shall revalue the property of the Partnership to its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) in accordance with Regulations Section 1.704-1(b)(2)(iv)(f). When the Partnership's property is revalued by the General Partner, the Capital Accounts of the Partners shall be adjusted in accordance with Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), which generally require such Capital Accounts to be adjusted to reflect the manner in which the unrealized gain or loss inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners pursuant to Section 5.1 if there were a taxable disposition of such property for its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) on the date of the revaluation.

4.5.     Percentage Interests . If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner's Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners' Percentage Interests are adjusted pursuant to this Section 4.5, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership's property is revalued by the General Partner and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests.

4.6.     No Interest on Contributions . No Partner shall be entitled to interest on its Capital Contribution.

4.7.     Return of Capital Contributions . No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner's Capital Contribution for so long as the Partnership continues in existence.

4.8.     No Third Party Beneficiary . No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns. None of the rights or obligations of the Partners herein set forth to make Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose by any creditor or other third party, nor may such rights or obligations be sold, transferred or assigned by the Partnership or pledged or encumbered by the Partnership to secure any debt or other obligation of the Partnership or of any of the Partners. In addition, it is the intent of the parties hereto that no distribution to any Limited Partner shall be deemed a return of money or other property in violation of the Act. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Limited Partner is obligated to return such money or property, such obligation shall be the obligation of such Limited Partner and not of the General Partner. Without limiting the generality of the foregoing, a deficit Capital Account of a Partner shall not be deemed to be a liability of such Partner nor an asset or property of the Partnership and upon a

liquidation within the meaning of Treas. Reg. Section 1.704 1(b)(2)(ii)(g), if any Partner has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any Capital Contribution to reduce or eliminate the negative balance of such Partner's Capital Account.

ARTICLE 5

PROFITS AND LOSSES; DISTRIBUTIONS

5.1.     Allocation of Profit and Loss .

(a)     General . After giving effect to the special allocations set forth in Sections 5.1(b) and 5.1(c) and the priority allocation with respect to the Preferred Units in Section 5.1(d) below, the Partnership's Profits and Losses shall be allocated among the Partners in each taxable year (or portion thereof) as provided below.

(i)     Profits . Profits shall be allocated:

(A)    first, to Partners holding Preferred Units (and if there are Preferred Units with different priorities in preference in distribution, then in the order of their preference in distribution) to the extent that Losses previously allocated to such Partners pursuant to Section 5.1(a)(ii)(B) below exceed Profits previously allocated to such Partners pursuant to this Section 5.1(a)(i)(A);

(B)    second, to the General Partner to the extent that Losses previously allocated to the General Partner pursuant to Section 5.1(a)(ii)(C) below exceed Profits previously allocated to the General Partner pursuant to this Section 5.1(a)(i)(B);

(C)    third, to those Partners, including the General Partner, holding Common Units who have been allocated Losses pursuant to Section 5.1(a)(ii)(A) below in excess of Profits previously allocated to such Partners pursuant to this Section 5.1(a)(i)(C) (and as among such Partners, in proportion to their respective excess amounts);

(D)    fourth, to the Partners in accordance with their respective Percentage Interests in Common Units.

(ii)     Losses . Losses shall be allocated:

(A)    first, to the Partners, including the General Partner, holding Common Units in accordance with their respective Percentage Interests in Common Units, until the Adjusted Capital Account (ignoring for this purpose any amounts a Partner is obligated to contribute to the capital of the Partnership or is deemed obligated to contribute pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)(2)) of each Partner is reduced to zero;

(B)    second, to Partners holding Preferred Units in accordance with each such Partner's respective percentage interests in the Preferred Units determined under the respective terms of the Preferred Units (and if there are preferred Units with different priorities in preference in distribution, then in the reverse order of their preference in distribution), until the Adjusted Capital Account (modified in the same manner as in clause (A)) of each such holder is reduced to zero;

(C)    third, to the General Partner.

(b)     Minimum Gain Chargeback . Notwithstanding any provision to the contrary, (i) any expense of the Partnership that is a "nonrecourse deduction" within the meaning of Regulations Section 1.704-2(b)(1) shall be allocated in accordance with the Partners' respective Percentage Interests, (ii) any expense of the Partnership that is a "partner nonrecourse deduction" within the meaning of Regulations Section 1.704-2(i)(2) shall be allocated to the Partner that bears the "economic risk of loss" with respect to the "partner nonrecourse debt" within the meaning of Regulations Section 1.704-2(b)(4) to which such partner nonrecourse deduction is attributable in accordance with Regulations Section 1.704-2(i)(1), (iii) if there is a net decrease in Partnership Minimum Gain within the meaning of Regulations Section 1.704-2(f)(1) for any Partnership taxable year, then, subject to the exceptions set forth in Regulations Section 1.704-2(f)(2),(3), (4) and (5), items of gain and income shall be allocated among the Partners in accordance with Regulations Section 1.704-2(f) and the ordering rules contained in Regulations Section 1.704-2(j), and (iv) if there is a net decrease in Partner Nonrecourse Debt Minimum Gain within the meaning of Regulations Section 1.704-2(i)(4) for any Partnership taxable year, then, subject to the exceptions set forth in Regulations Section 1.704-(2)(g), items of gain and income shall be allocated among the Partners in accordance with Regulations Section 1.704-2(i)(4) and the ordering rules contained in Regulations Section 1.704-2(j). A Partner's "interest in partnership profits" for purposes of determining its share of the nonrecourse liabilities of the Partnership within the meaning of Regulations Section 1.752-3(a)(3) shall be such Partner's Percentage Interest.

(c)     Qualified Income Offset . If a Partner unexpectedly receives in any taxable year an adjustment, allocation, or distribution described in subparagraphs (4), (5), or (6) of Regulations Section 1.704-1(b)(2)(ii)(d) that causes or increases a deficit balance in such Partner's Capital Account that exceeds the sum of such Partner's shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, as determined in accordance with Regulations Sections 1.704-2(g) and 1.704-2(i), such Partner shall be allocated specially for such taxable year (and, if necessary, later taxable years) items of income and gain in an amount and manner sufficient to eliminate such deficit Capital Account balance as quickly as possible as provided in Regulations Section 1.704-1(b)(2)(ii)(d); provided, that an allocation pursuant to this Section 5.1(c) shall be made only if and to the extent that such Partner would have a deficit Capital Account balance after all other allocations provided for in Article 5 have been tentatively made as if this Section 5.1(c) were not in this Agreement. This Section 5.1(c) is intended to constitute a "qualified income offset" under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

(d)     Priority Allocation With Respect to Preferred Units . Profits, and if necessary, items of Partnership gross income or gain for the current taxable year, shall be specially allocated to Partners that own Preferred Units in an amount equal to the excess, if any, of the cumulative distributions received by such Partner for or with respect to the current taxable year and all prior taxable years with respect to such Preferred Units (with a distribution made on the first business day after the end of a year being treated as made with respect to such year) (other than distributions that are treated as being in satisfaction of the Liquidation Preference for any Preferred Units held by such Partner or amounts paid in redemption of any Preferred Units, except to the extent that the Liquidation Preference or amount paid in redemption includes accrued and unpaid distributions) over the cumulative allocations of Partnership Profits, gross income and gain to such Partner under this Section 5.1(d) for all prior taxable years.

(e)     Allocations Between Transferor and Transferee . If a Partner transfers any part or all of its Partnership Interest, the distributive shares of the various items of Profit and Loss allocable among the Partners during such fiscal year of the Partnership shall be allocated between the transferor and the transferee Partner either (i) as if the Partnership's fiscal year had ended on the date of the transfer, or (ii) based on the number of days of such fiscal year that each was a Partner without regard to the results of Partnership activities in the respective portions of such fiscal year in which the transferor and the transferee were Partners. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate the distributive shares of the various items of Profit and Loss between the transferor and the transferee Partner.

(f)     Definition of Profit and Loss . "Profit" and "Loss" and any items of income, gain, expense, or loss referred to in this Agreement shall be determined in accordance with federal income tax accounting principles, as modified by Regulations Section 1.704-1(b)(2)(iv), except that Profit and Loss shall not include items of income, gain and expense that are specially allocated pursuant to Sections 5.1(b), 5.1(c) or 5.1(d). All allocations of income, Profit, gain, Loss and expense (and all items contained therein) for federal income tax purposes shall be identical to all allocations of such items set forth in this Section 5.1, except as otherwise required by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4). The General Partner shall have the authority to elect the method to be used by the Partnership for allocating items of income, gain, and expense as required by Section 704(c) of the Code including a method that may result in a Partner receiving a disproportionately larger share of the Partnership tax depreciation deductions, and such election shall be binding on all Partners.

(g)     Curative Allocations . The allocations set forth in Section 5.1(b) and (c) of this Agreement (the "Regulatory Allocations") are intended to comply with certain requirements of the Regulations. The General Partner is authorized to offset all Regulatory Allocations either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss or deduction pursuant to this Section 5.1(g). Therefore, notwithstanding any other provision of this Section 5.1 (other than the Regulatory Allocations), the General Partner shall make such offsetting special allocations of Partnership income, gain, loss or deduction in whatever manner it deems appropriate so that, after such offsetting allocations are made, each Partner's Capital Account is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of this Agreement and all Partnership items were allocated pursuant to Section 5.1(a), 5.1(d) and 5.1(e).

5.2.     Distributions .

(a)    Cash Available for Distribution. The Partnership shall distribute cash (other than Net Sale Proceeds) on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners (other than the Special Limited Partner) who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in the following order of priority:

(i)    First, to the holders of the Preferred Units in such amounts as is required for the Partnership to pay all distributions and any other amounts with respect to such Preferred Units accumulated, due or payable in accordance with the instruments designating such Preferred Units through the last day of such quarter or other distribution period (such distributions shall be made to such Partners in such order of priority and with such preferences as have been established with respect to such Preferred Units as of the last day of such quarter or other distribution period); and

(ii)    Then, to the holders of the Common Units, including the General Partner, in proportion to their respective Percentage Interests in the Common Units on the Partnership Record Date.

Provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than the next day after a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest (or relating to the Partnership Record Date if such Partnership Interest was acquired on a Partnership Record Date) shall be reduced in the proportion to (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date (including such Partnership Record Date) and the immediately preceding Partnership Record Date.

(b)     Net Sale Proceeds . Subject to the distribution, liquidation preference, redemption, repurchase and other rights, if any, of the holders of any Preferred Units and Section 5.2(g), Net Sale Proceeds shall be distributed as follows:

(i)    First, one hundred percent (100%) to the Partners (other than the Special Limited Partner) who are Partners on the Partnership Record Date in accordance with their respective Percentage Interests on the Partnership Record Date until the General Partner has received cumulative distributions under Section 5.2(a) and this Section 5.2(b), plus any amounts received in redemption of Partnership Units under Section 9.7 of this Agreement or otherwise, equal to the sum of the Stockholders' 6% Return and the aggregate Capital Contributions made by the General Partner to the Partnership, determined by taking into account the dates on which all such Capital Contributions, distributions and redemptions were made; and

(ii)    Second, (A) eighty-five percent (85%) to the Partners (other than the Special Limited Partner) who are Partners on the Partnership Record Date in accordance with their respective Percentage Interests on the Partnership Record Date, and (B) fifteen percent (15%) to the Special Limited Partner on the Partnership Record Date.

(c)     Subordinated Incentive Listing Distribution . Subject to the distribution, liquidation preference, redemption, repurchase and other rights, if any, of the holders of any Preferred Units, upon Listing, and as soon as practicable following the determination of Market Value, the General Partner shall cause the Partnership to distribute to the Special Limited Partner in complete redemption of the Special Limited Partner Interest the Subordinated Incentive Listing Distribution. The Subordinated Incentive Listing Distribution shall be due and payable to the Special Limited Partner no earlier than seven months and no later than 19 months after Listing in either cash, Partnership Units or REIT Shares (or any combination thereof) in the sole discretion of the Independent Directors.

(d)     Subordinated Distribution Due Upon Termination . Subject to the distribution, liquidation preference, redemption, repurchase and other rights, if any, of the holders of any Preferred Units, upon a Termination, unless such Termination is a voluntary Termination by mutual assent of the General Partner and the Special Limited Partner (a "Voluntary Termination") or such Termination is by the General Partner because of a material breach of the Advisory Agreement by the Advisor as a result of willful or intentional misconduct or bad faith on behalf of the Advisor, the General Partner shall cause the Partnership to distribute to the Special Limited Partner in complete redemption of the Special Limited Partner Interest the Subordinated Distribution Due Upon Termination payable in the form of a non-interest bearing promissory note (the "Termination Note"). If the Termination Note has not been paid in full on the earlier of (a) the date the REIT Shares are Listed, or (b) within three (3) years from the Termination Date, then the holder of the Termination Note, its successors or assigns, may elect to convert the balance of the distributions due under the Termination Note into Partnership Units or REIT Shares at a price per share equal to the average closing price of the REIT Shares over the ten (10) trading days immediately preceding the date of such election if the REIT Shares are Listed at such time. If the REIT Shares are not Listed within three (3) years from the Termination Date, the holder of the Termination Note, its successors or assigns, may elect to convert the balance of the distributions due under the Termination Note into Partnership Units or REIT Shares at a price per share equal to the fair market value for such REIT Shares as determined by the board of directors of the General Partner based upon the Appraised Value of the Properties, plus the Assets, less the Liabilities, on the date of election. If the General Partner consummates an Extraordinary Transaction and the Termination Note has not yet been paid in full, the Termination Note shall be paid in full on the closing date of the Extraordinary Transaction. In accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner in the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all its obligations under the Termination Note. In the event of a Voluntary Termination, no Subordinated Distribution Due Upon Termination is payable to the Special Limited Partner, and the Special Limited Partner will be entitled to a redemption of the Special Limited Partner Interest in accordance with either Section 5.2(b), (c) or (e) hereof, as applicable. In the event of a Termination by the General Partner because of a material breach of the Advisory Agreement by the Advisor as a result of willful or intentional misconduct or bad faith on behalf of the Advisor, no Subordinated Distribution Due Upon Termination is payable to the Special Limited Partner, and the Special Limited Partnership Interest shall be redeemed for no consideration.

(e)     Subordinated Distribution Upon Extraordinary Transaction . Subject to the distribution, liquidation preference, redemption, repurchase and other rights, if any, of the holders of any Preferred Units, upon the occurrence of an Extraordinary

Transaction, the General Partner shall cause the Partnership to distribute to the Special Limited Partner in complete redemption of the Special Limited Partner Interest the Subordinated Distribution Due Upon Extraordinary Transaction. The Subordinated Distribution Due Upon Extraordinary Transaction shall be paid to the Special Limited Partner on the closing date of the Extraordinary Transaction. The Special Limited Partner may elect to receive the Subordinated Distribution Due Upon Extraordinary Transaction in cash, Partnership Units or REIT Shares (or any combination thereof) in its sole discretion.

(f)     Distributions of Cash to Pay Taxes . Anything in Sections 5.2(c), (d) and (e) notwithstanding, in the event that a distribution under Sections 5.2 (c), (d), or (e) is made other than in cash, a Special Limited Partner may elect, by written notice to the General Partner, to receive in cash a portion of such distribution equal to the amount the Special Limited Partner has determined in good faith that it or its members will owe in federal or state income taxes on account of such distribution for the year in which the distribution is received. Furthermore, in the event that a Special Limited Partner has determined in good faith, or a taxing authority has determined, that the Special Limited Partner or its members is subject to federal or state income tax immediately on any deferred portion of any distribution under Sections 5.2(c), (d) or (e), the Special Limited Partner shall notify the General Partner in writing of such determination and the General Partner shall cause the Partnership to distribute, prior to the due date for payment of any such income tax, cash, in prepayment of such deferred distributions, in an amount at least equal to the amount of federal and state income tax reasonably estimated by the Special Limited Partner to be currently payable.

(g)     Coordination of Special Limited Partner Distributions . The following provisions shall apply to the General Partner in connection with distributions made pursuant to Sections 5.2(b), (c), (d) or (e) herein:

(i)    Any Net Sale Proceeds paid to the Special Limited Partner pursuant to Section 5.2(b) prior to Listing shall reduce dollar for dollar the amount of the Subordinated Incentive Listing Distribution distributed pursuant to Section 5.2(c). If the Special Limited Partner receives the Subordinated Incentive Listing Distribution pursuant to Section 5.2(c), the Special Limited Partner will no longer be entitled to receive distributions of Net Sale Proceeds pursuant to Section 5.2(b), a Termination Note pursuant to Section 5.2(d) or the Subordinated Distribution Due Upon Extraordinary Transaction pursuant to Section 5.2(e).

(ii)    Any Net Sale Proceeds paid to the Special Limited Partner pursuant to Section 5.2(b) prior to the Termination Date shall reduce dollar for dollar the amount of the Termination Note to be issued and distributed pursuant to Section 5.2(d). If the Special Limited Partner receives a Termination Note pursuant to Section 5.2(d), (A) the Special Limited Partner will no longer be entitled to receive distributions of Net Sale Proceeds pursuant to Section 5.2(b), the Subordinated Incentive Listing Distribution pursuant to Section 5.2(c) or the Subordinated Distribution Due Upon Extraordinary Transaction pursuant to Section 5.2(e), and (B) any Net Sale Proceeds received by the Partnership after the Termination Date shall be applied first to satisfy the Partnership's obligation to make distributions pursuant to the Termination Note.

(iii)    Any Net Sale Proceeds paid to the Special Limited Partner pursuant to Section 5.2(b) prior to an Extraordinary Transaction shall reduce dollar for dollar the amount of the Subordinated Distribution Due Upon Extraordinary Transaction to be distributed pursuant to Section 5.2(e). If the Special Limited Partner receives the Subordinated Distribution Due Upon Extraordinary Transaction pursuant to Section 5.2(e), the Special Limited Partner will no longer be entitled to receive distributions of Net Sale Proceeds pursuant to Section 5.2(b), the Subordinated Incentive Listing Distribution pursuant to Section 5.2(c) or a Termination Note pursuant to Section 5.2(d).

(iv)    If the priority distribution of Net Sale Proceeds to the Special Limited Partner pursuant to this Section 5.2(g) prevents the Partnership from being able to distribute sufficient amounts to the General Partner pursuant to Section 5.2(b) to enable the General Partner to satisfy its REIT requirements under the Code, the General Partner may in its sole discretion cause the Partnership to distribute some or all of the Net Sale Proceeds otherwise subject to the priority distribution to the Special Limited Partner pursuant to Section 5.2(g) to the General Partner in an amount sufficient to enable the General Partner to pay distributions to the Stockholders necessary to satisfy the REIT requirements under the Code.

(h)     Withholding; Partnership Loans . Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the excess of the amount required to be withheld over the actual amount to be distributed shall be treated as a loan (a "Partnership Loan") from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a "Defaulting Limited Partner") fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership

on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a "General Partner Loan") to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner.

Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(b) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.

(i)     Limitation on Distributions . In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.

5.3.     REIT Distribution Requirements . The General Partner shall use its commercially reasonable efforts to cause the Partnership to distribute amounts sufficient to enable the General Partner to pay stockholder dividends that will allow the General Partner to (i) meet its distribution requirement for qualification as a REIT as set forth in Section 857 of the Code and (ii) avoid any federal income or excise tax liability imposed by the Code.

5.4.     No Right to Distributions In Kind . No Partner shall be entitled to demand property other than cash in connection with any distributions by the Partnership.

5.5.     Limitations of Return of Capital Contributions . Notwithstanding any of the provisions of this Article 5, no Partner shall have the right to receive and the General Partner shall not have the right to make, a distribution that includes a return of all or part of a Partner's Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other than the liabilities to a Partner for the return of his Capital Contribution, does not exceed the fair market value of the Partnership's assets.

5.6.     Distributions Upon Liquidation . Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, any remaining assets of the Partnership shall be distributed to all Partners with positive Capital Accounts in accordance with their respective positive Capital Account balances, subject to the rights of the holders of Preferred Units to receive the Liquidation Preference, with appropriate adjustments to the Capital Accounts of such holders of the Preferred Units entitled to receive the Liquidation Preference to reflect payment of the Liquidation Preference. For purposes of the preceding sentence, the Capital Account of each Partner shall be determined after all adjustments have been made in accordance with Sections 4.4, 5.1 and 5.2 resulting from Partnership operations and from all sales and dispositions of all or any part of the Partnership's assets. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

5.7.     Substantial Economic Effect . It is the intent of the Partners that the allocations of Profit and Loss under this Agreement have substantial economic effect (or be consistent with the Partners' interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article 5 and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent.

ARTICLE 6

RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER

6.1.     Management of the Partnership .

(a)    Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

(i)    to acquire, purchase, own, operate, lease and dispose of (other than in a "prohibited transaction" within the meaning of Section 857(b)(6)(B)(iii) of the Code) any real property and any other property or assets including, but not limited

to notes and mortgages, that the General Partner determines are necessary or appropriate or in the best interests of the business of the Partnership;

(ii)    to construct buildings and make other improvements on the properties owned or leased by the Partnership;

(iii)    to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership;

(iv)    to borrow or lend money for the Partnership, issue or receive evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such indebtedness, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's assets;

(v)    to pay, either directly or by reimbursement, for all Administrative Expenses to third parties or to the General Partner or its Affiliates as set forth in this Agreement;

(vi)    to guarantee or become a co-maker of indebtedness of the General Partner or any Subsidiary thereof, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such guarantee or indebtedness, and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's assets;

(vii)    to use assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with this Agreement, including, without limitation, payment, either directly or by reimbursement, of all Administrative Expenses of the General Partner, the Partnership or any Subsidiary of either, to third parties or to the General Partner as set forth in this Agreement;

(viii)    to lease all or any portion of any of the Partnership's assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership's assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine;

(ix)    to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's assets;

(x)    to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any other aspect of the Partnership business;

(xi)    to make or revoke any election permitted or required of the Partnership by any taxing authority;

(xii)    to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types, as it shall determine from time to time;

(xiii)    to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same;

(xiv)    to establish one or more divisions of the Partnership, to hire and dismiss employees of the Partnership or any division of the Partnership, and to retain legal counsel, accountants, consultants, real estate brokers, and such other persons, as the General Partner may deem necessary or appropriate in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem reasonable and proper;

(xv)    to retain other services of any kind or nature in connection with the Partnership business, and to pay therefor such remuneration as the General Partner may deem reasonable and proper;

(xvi)    to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner;

(xvii)    to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership;

(xviii)    to distribute Partnership cash or other Partnership assets in accordance with this Agreement;

(xix)    to form or acquire an interest in, and contribute property to, any further limited or general partnerships, limited liability companies, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time);

(xx)    to establish Partnership reserves for working capital, capital expenditures, contingent liabilities, or any other valid Partnership purpose;

(xxi)    to merge, consolidate or combine the Partnership with or into another Person;

(xxii)    to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "publicly traded partnership" for purposes of Section 7704 of the Code; and

(xxiii)    to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts that the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with allowing the General Partner at all times to qualify as a REIT unless the General Partner voluntarily terminates its REIT status) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act.

(b)    Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

6.2.     Delegation of Authority . The General Partner may delegate any or all of its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.

6.3.     Indemnification and Exculpation of Indemnitees .

(a)    The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise.

Notwithstanding the foregoing, the Partnership shall not provide for indemnification for an Indemnitee for any liability or loss suffered by any of them in contravention of Delaware law and unless all of the following conditions are met:

(i)    The Indemnitee determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Partnership.

(ii)    The Indemnitee was acting on behalf of or performing services for the Partnership.

(iii)    Such liability or loss was not the result of:

(A)    In the case of an Indemnitee who is not an Independent Director, negligence or misconduct by the Indemnitee; or

(B)    In the case of an Independent Director, the gross negligence or willful misconduct by the Independent Director.

Any indemnification pursuant to this Section 6.3 shall be made only out of the assets of the Partnership.

(b)    Notwithstanding the foregoing, the Partnership shall not indemnify an Indemnitee or any Person acting as a broker-dealer for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the particular Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position

of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities were offered or sold as to indemnification for violations of securities laws.

(c)    The Partnership shall pay or reimburse reasonable legal expenses and other costs incurred by the Indemnitee in advance of the final disposition of a proceeding only if (in addition to the procedures required by the Act) all of the following are satisfied: (a) the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Partnership, (b) the legal proceeding was initiated by a third party who is not a Limited Partner or, if by a Limited Partner acting in his or her capacity as such, a court of competent jurisdiction approves such advancement, and (c) the Indemnitee undertakes to repay the amount paid or reimbursed by the Partnership, together with the applicable legal rate of interest thereon, if it is ultimately determined that the Indemnitee is not entitled to indemnification.

(d)    The indemnification provided by this Section 6.3 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity.

(e)    The Partnership may purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership's activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(f)    For purposes of this Section 6.3, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.3; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership.

(g)    In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

(h)    An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.3 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(i)    The provisions of this Section 6.3 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(j)    Neither the amendment nor repeal of this Section 6.3, nor the adoption or amendment of any other provision of the Agreement inconsistent with Section 6.3, shall apply to or affect in any respect the applicability with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

6.4.     Liability of the General Partner .

(a)    Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable for monetary damages to the Partnership or any Partners for losses sustained or liabilities incurred as a result of errors in judgment or of any act or omission if the General Partner acted in good faith. The General Partner shall not be in breach of any duty that the General Partner may owe to the Limited Partners or the Partnership or any other Persons under this Agreement or of any duty stated or implied by law or equity provided the General Partner, acting in good faith, abides by the terms of this Agreement.

(b)    The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, itself and its stockholders collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or the tax consequences of some, but not all, of the Limited Partners) in deciding whether to cause the Partnership to take (or decline to take) any actions. In the event of a conflict between the interests of its stockholders on one hand and the Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either its stockholders or the Limited Partners; provided, however, that for so long as the General Partner directly owns a controlling interest in the Partnership, any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either its stockholders or the Limited Partner shall be resolved in favor of the stockholders. The General Partner shall not be liable for monetary damages

for losses sustained, liabilities incurred, or benefits not derived by Limited Partners in connection with such decisions, provided that the General Partner has acted in good faith.

(c)    Subject to its obligations and duties as General Partner set forth in Section 6.1 hereof, the General Partner may exercise any of the powers granted to it under this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith.

(d)    Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT or (ii) to prevent the General Partner from incurring any taxes under Section 857, Section 4981, or any other provision of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.

(e)    Any amendment, modification or repeal of this Section 6.4 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the General Partner's liability to the Partnership and the Limited Partners under this Section 6.4 as in effect immediately prior to such amendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when claims relating to such matters may arise or be asserted.

6.5.     Reimbursement of General Partner .

(a)    Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

(b)    The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all Administrative Expenses.

6.6.     Outside Activities . Subject to the Articles of Incorporation and any agreements entered into by the General Partner or its Affiliates with the Partnership or a Subsidiary, any officer, director, employee, agent, trustee, Affiliate or stockholder of the General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interest or activities. None of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person.

6.7.     Employment or Retention of Affiliates .

(a)    Any Affiliate of the General Partner may be employed or retained by the Partnership and may otherwise deal with the Partnership (whether as a buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment therefor which the General Partner determines to be fair and reasonable.

(b)    The Partnership may lend or contribute to its Subsidiaries or other Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.

(c)    The Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions as the General Partner deems are consistent with this Agreement and applicable law.

(d)    Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are on terms that are fair and reasonable to the Partnership.

6.8.     General Partner Participation . The General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development or ownership of Properties, shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner is allowed to make a direct

acquisition, but if and only if, such acquisition is made in connection with the issuance of Additional Securities, which direct acquisition and issuance have been approved and determined to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors.

6.9.     Title to Partnership Assets . Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use its best efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held.

6.10.     Miscellaneous . In the event the General Partner redeems any REIT Shares (other than REIT Shares redeemed in accordance with the share redemption program of the General Partner through proceeds received from the General Partner's distribution reinvestment plan), then the General Partner shall cause the Partnership to purchase from the General Partner a number of Partnership Units as determined based on the application of the Conversion Factor on the same terms that the General Partner exchanged such REIT Shares. Moreover, if the General Partner makes a cash tender offer or other offer to acquire REIT Shares, then the General Partner shall cause the Partnership to make a corresponding offer to the General Partner to acquire an equal number of Partnership Units held by the General Partner. In the event any REIT Shares are exchanged by the General Partner pursuant to such offer, the Partnership shall redeem an equivalent number of the General Partner's Partnership Units for an equivalent purchase price based on the application of the Conversion Factor.

ARTICLE 7

CHANGES IN GENERAL PARTNER

7.1.     Transfer of the General Partner's Partnership Interest .

(a)    The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c) or (d).

(b)    Except as otherwise provided in Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner's state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a "Transaction"), unless:

(i)    the approval of the holders of a majority of the Common Units is obtained;

(ii)    as a result of such Transaction all Limited Partners will receive for each Common Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to and accepted by the holders of more than fifty percent (50%) of the outstanding REIT Shares, each holder of Common Units shall be given the option to exchange its Common Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or

(iii)    the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares.

(c)    Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the "Surviving General Partner"), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner

shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder.

In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner's board of directors' fiduciary duties to the stockholders of the General Partner under applicable law.

(d)    Notwithstanding Section 7.1(b),

(i)    a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and

(ii)    the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

7.2.     Admission of a Substitute or Additional General Partner . A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied:

(a)    the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.5 hereof in connection with such admission shall have been performed;

(b)    if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person's authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and

(c)    counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel and the state or any other jurisdiction as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (i) the Partnership to be classified other than as a partnership for federal income tax purposes, or (ii) the loss of any Limited Partner's limited liability.

7.3.     Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner .

(a)    Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner.

(b)    Following the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Limited Partners, within ninety (90) days after such occurrence, may elect to continue

the business of the Partnership for the balance of the term specified in Section 2.4 hereof by selecting, subject to Section 7.2 hereof and any other provisions of this Agreement, a substitute General Partner by consent of a majority in interest of the Limited Partners. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

7.4.     Removal of a General Partner .

(a)    Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause.

(b)    If a General Partner has been removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3 hereof, such General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by a majority in interest of the Limited Partners in accordance with Section 7.3(b) hereof and otherwise admitted to the Partnership in accordance with Section 7.2 hereof. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a majority in interest of the Limited Partners within ten (10) days following the removal of the General Partner. In the event that the parties are unable to agree upon an appraiser, the removed General Partner and a majority in interest of the Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner's General Partnership Interest within thirty (30) days of the General Partner's removal, and the fair market value of the removed General Partner's General Partnership Interest shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than twenty percent (20%) of the amount of the lower appraisal, the two (2) appraisers, no later than forty (40) days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner's General Partnership Interest no later than sixty (60) days after the removal of the General Partner. In such case, the fair market value of the removed General Partner's General Partnership Interest shall be the average of the two appraisals closest in value.

(c)    The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.4(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.4(b).

(d)    All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary and sufficient to effect all the foregoing provisions of this Section.

ARTICLE 8

RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

8.1.     Management of the Partnership . The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.

8.2.     Power of Attorney . Each Limited Partner hereby irrevocably appoints the General Partner its true and lawful attorney-in-fact, who may act for each Limited Partner and in its name, place and stead, and for its use and benefit, to sign, acknowledge, swear to, deliver, file or record, at the appropriate public offices, any and all documents, certificates, and instruments as may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement and the Act in accordance with their terms, which power of attorney is coupled with an interest and shall survive the death, dissolution or legal incapacity of the Limited Partner, or the transfer by the Limited Partner of any part or all of its Partnership Interest. For the purposes of this Section 8.2, the term "Limited Partner" shall be deemed to include the Special Limited Partner, unless the context otherwise requires.

8.3.     Limitation on Liability of Limited Partners . No Limited Partner shall be liable for any debts, liabilities, contracts or obligations of the Partnership. A Limited Partner shall be liable to the Partnership only to make payments of its Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Limited Partner shall, except as

otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds to the Partnership.

8.4.     Exchange Right .

(a)    Subject to Sections 8.4(b), 8.4(c), 8.4(d), 8.4(e) and 8.4(f) and the provisions of any agreements between the Partnership and one or more holders of Common Units with respect to Common Units held by them, each holder of Common Units shall have the right (the "Exchange Right") to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Common Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Common Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the "Exchanging Partner"); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Common Units subject to the Notice of Exchange pursuant to Section 8.4(b); and provided, further, that no holder of Common Units may deliver more than two (2) Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Common Units or, if such Limited Partner holds less than 1,000 Common Units, all of the Common Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Common Units so exchanged, to receive any distribution paid with respect to Common Units if the record date for such distribution is on or after the Specified Exchange Date.

(b)    Notwithstanding the provisions of Section 8.4(a), a Limited Partner that exercises the Exchange Right shall be deemed to have offered to sell the Common Units described in the Notice of Exchange to the General Partner, and the General Partner may, in its sole and absolute discretion, elect to purchase directly and acquire such Common Units by paying to the Exchanging Partner either the Cash Amount or the REIT Shares Amount, as elected by the General Partner (in its sole and absolute discretion), on the Specified Exchange Date, whereupon the General Partner shall acquire the Common Units offered for exchange by the Exchanging Partner and shall be treated for all purposes of this Agreement as the owner of such Common Units. If the General Partner shall elect to exercise its right to purchase Common Units under this Section 8.4(b) with respect to a Notice of Exchange, it shall so notify the Exchanging Partner within five (5) Business Days after the receipt by the General Partner of such Notice of Exchange. Unless the General Partner (in its sole and absolute discretion) shall exercise its right to purchase Common Units from the Exchanging Partner pursuant to this Section 8.4(b), the General Partner shall have no obligation to the Exchanging Partner or the Partnership with respect to the Exchanging Partner's exercise of the Exchange Right. In the event the General Partner shall exercise its right to purchase Common Units with respect to the exercise of an Exchange Right in the manner described in the first sentence of this Section 8.4(b), the Partnership shall have no obligation to pay any amount to the Exchanging Partner with respect to such Exchanging Partner's exercise of such Exchange Right, and each of the Exchanging Partner, the Partnership, and the General Partner, as the case may be, shall treat the transaction between the General Partner, as the case may be, and the Exchanging Partner for federal income tax purposes as a sale of the Exchanging Partner's Common Units to the General Partner, as the case may be. Each Exchanging Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Exchange Right.

(c)    Notwithstanding the provisions of Section 8.4(a) and 8.4(b), a Limited Partner shall not be entitled to exercise the Exchange Right if the delivery of REIT Shares to such Partner on the Specified Exchange Date by the General Partner pursuant to Section 8.4(b) (regardless of whether or not the General Partner would in fact exercise its rights under Section 8.4(b)) would (i) result in such Partner or any other person owning, directly or indirectly, REIT Shares in excess of the Ownership Limit (as defined in the Articles of Incorporation and calculated in accordance therewith), except as provided in the Articles of Incorporation, (ii) result in REIT Shares being owned by fewer than 100 persons (determined without reference to any rules of attribution), except as provided in the Articles of Incorporation, (iii) result in the General Partner being "closely held" within the meaning of Section 856(h) of the Code, or (iv) cause the General Partner to own, directly or constructively, nine and nine-tenths percent (9.9%) or more of the ownership interests in a tenant within the meaning of Section 856(d)(2)(B) of the Code. The General Partner, in its sole and absolute discretion, may waive the restriction on exchange set forth in this Section 8.4(c).

(d)    Any Cash Amount to be paid to an Exchanging Partner pursuant to this Section 8.4 shall be paid on the Specified Exchange Date; provided, however, that the General Partner may elect to cause the Specified Exchange Date to be delayed for up to an additional one hundred eighty (180) days to the extent required for the General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of exchanged Common Units hereunder to occur as quickly as reasonably possible.

(e)    Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Exchange Rights as and if deemed necessary to ensure that the Partnership does not constitute a "publicly traded partnership" under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a "Restriction Notice") to each of the Limited Partners, which notice shall be accompanied by a copy of an opinion of counsel to the Partnership which

states that, in the opinion of such counsel, restrictions are necessary in order to avoid the Partnership being treated as a "publicly traded partnership" under section 7704 of the Code.

(f)    Notwithstanding anything else in this Agreement to the contrary, Griffin Capital Essential Asset Advisor II, LLC is prohibited from exchanging or otherwise transferring the Partnership Units purchased by it on February 11, 2014, for $200,000 cash, so long as it continues acting as the Advisor pursuant to the Advisory Agreement.

(g)    Each Limited Partner covenants and agrees with the General Partner that all Common Units delivered for exchange shall be delivered to the Partnership or the General Partner, as the case may be, free and clear of all liens; and, notwithstanding anything contained herein to the contrary, neither the General Partner nor the Partnership shall be under any obligation to acquire Common Units which are or may be subject to any liens. Each Limited Partner further agrees that, if any state or local property transfer tax is payable as a result of the transfer of its Common Units to the Partnership or the General Partner, such Limited Partner shall assume and pay such transfer tax.

ARTICLE 9

TRANSFERS OF LIMITED PARTNERSHIP INTERESTS

9.1.     Purchase for Investment .

(a)    Each Limited Partner hereby represents and warrants to the General Partner and to the Partnership that the acquisition of its Partnership Interests is made as a principal for its account for investment purposes only and not with a view to the resale or distribution of such Partnership Interest.

(b)    Each Limited Partner agrees that it will not sell, assign or otherwise transfer its Partnership Interest or any fraction thereof, whether voluntarily or by operation of law or at judicial sale or otherwise, to any Person who does not make the representations and warranties to the General Partner set forth in Section 9.1(a) above and similarly agree not to sell, assign or transfer such Partnership Interest or fraction thereof to any Person who does not similarly represent, warrant and agree.

9.2.     Restrictions on Transfer of Limited Partnership Interests .

(a)    Subject to the provisions of 9.2(b), (c) and (d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner's economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "Transfer") without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

(b)    No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.5 below) of all of its Partnership Units pursuant to this Article 9 or pursuant to an exchange of all of its Common Units pursuant to Section 8.4. Upon the permitted Transfer or redemption of all of a Limited Partner's Partnership Interest, such Limited Partner shall cease to be a Limited Partner.

(c)    Subject to 9.2(d), (e) and (f) below, a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent's spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such Person(s), of which trust such Limited Partner or any such Person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.

(d)    No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).

(e)    No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code.

(f)    No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.

(g)    Any Transfer in contravention of any of the provisions of this Article 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

(h)    Prior to the consummation of any Transfer under this Article 9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

9.3.     Admission of Substitute Limited Partner .

(a)    Subject to the other provisions of this Article 9, an assignee of the Limited Partnership Interest of a Limited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Interest) shall be deemed admitted as a Limited Partner of the Partnership only with the consent of the General Partner and upon the satisfactory completion of the following:

(i)    The assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart or an amendment thereof, including a revised Exhibit A, and such other documents or instruments as the General Partner may require in order to effect the admission of such Person as a Limited Partner.

(ii)    To the extent required, an amended Certificate evidencing the admission of such Person as a Limited Partner shall have been signed, acknowledged and filed for record in accordance with the Act.

(iii)    The assignee shall have delivered a letter containing the representation set forth in Section 9.1(a) hereof and the agreement set forth in Section 9.1(b) hereof.

(iv)    If the assignee is a corporation, partnership or trust, the assignee shall have provided the General Partner with evidence satisfactory to counsel for the Partnership of the assignee's authority to become a Limited Partner under the terms and provisions of this Agreement.

(v)    The assignee shall have executed a power of attorney containing the terms and provisions set forth in Section 8.2 hereof.

(vi)    The assignee shall have paid all legal fees and other expenses of the Partnership and the General Partner and filing and publication costs in connection with its substitution as a Limited Partner.

(vii)    The assignee has obtained the prior written consent of the General Partner to its admission as a Substitute Limited Partner, which consent may be given or denied in the exercise of the General Partner's sole and absolute discretion.

(b)    For the purpose of allocating Profits and Losses and distributing cash received by the Partnership, a Substitute Limited Partner shall be treated as having become, and appearing in the records of the Partnership as, a Partner upon the filing of the Certificate described in Section 9.3(a)(ii) hereof or, if no such filing is required, the later of the date specified in the transfer documents or the date on which the General Partner has received all necessary instruments of transfer and substitution.

(c)    The General Partner shall cooperate with the Person seeking to become a Substitute Limited Partner by preparing the documentation required by this Section and making all official filings and publications. The Partnership shall take all such action as promptly as practicable after the satisfaction of the conditions in this Article 9 to the admission of such Person as a Limited Partner of the Partnership.

9.4.     Rights of Assignees of Partnership Interests .

(a)    Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

(b)    Any Person who is the assignee of all or any portion of a Limited Partner's Limited Partnership Interest, but does not become a Substitute Limited Partner and desires to make a further assignment of such Limited Partnership Interest, shall

be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of its Limited Partnership Interest.

9.5.     Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner . The occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is entered against a Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such Limited Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.

9.6.     Joint Ownership of Interests . A Partnership Interest may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Interest until it shall have received notice of such death. Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned separately by each of the former owners.

9.7.     Redemption of Partnership Units . The General Partner will cause the Partnership to redeem Partnership Units, to the extent it shall have legally available funds therefor, at any time the General Partner redeems shares of capital stock in itself. The number and class or series of Partnership Units redeemed and the redemption price shall equal the number (multiplied by the Conversion Factor) of shares of capital stock the General Partner redeems and the redemption price at which the General Partner redeems such shares, respectively.

ARTICLE 10

BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS

10.1.     Books and Records . At all times during the continuance of the Partnership, the Partners shall keep or cause to be kept at the Partnership's specified office true and complete books of account in accordance with generally accepted accounting principles, including: (a) a current list of the full name and last known business address of each Partner, (b) a copy of the Certificate of Limited Partnership and all certificates of amendment thereto, (c) copies of the Partnership's federal, state and local income tax returns and reports, (d) copies of this Agreement and amendments thereto and any financial statements of the Partnership for the three most recent years and (e) all documents and information required under the Act. Any Partner or its duly authorized representative, upon paying the costs of collection, duplication and mailing, shall be entitled to inspect or copy such records during ordinary business hours.

10.2.     Custody of Partnership Funds; Bank Accounts .

(a)    All funds of the Partnership not otherwise invested shall be deposited in one or more accounts maintained in such banking or brokerage institutions as the General Partner shall determine, and withdrawals shall be made only on such signature or signatures as the General Partner may, from time to time, determine.

(b)    All deposits and other funds not needed in the operation of the business of the Partnership may be invested by the General Partner in investment grade instruments (or investment companies whose portfolio consists primarily thereof), government obligations, certificates of deposit, bankers' acceptances and municipal notes and bonds. The funds of the Partnership shall not be commingled with the funds of any other Person except for such commingling as may necessarily result from an investment in those investment companies permitted by this Section 10.2(b).

10.3.     Fiscal and Taxable Year . The fiscal and taxable year of the Partnership shall be the calendar year.

10.4.     Annual Tax Information and Report . Within ninety (90) days after the end of each fiscal year of the Partnership, the General Partner shall furnish to each person who was a Limited Partner at any time during such year the tax information necessary to file such Limited Partner's individual tax returns as shall be reasonably required by law.

10.5.     Tax Matters Partner; Tax Elections; Special Basis Adjustments .

(a)    The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner's reasons for determining not to file such a petition.

(b)    All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made by the General Partner in its sole and absolute discretion.

(c)    In the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership's assets. Notwithstanding anything contained in Article 5 of this Agreement, any adjustments made pursuant to Section 754 of the Code shall affect only the successor in interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election.

(d)    The Partnership shall elect to deduct expenses, if any, incurred by it in organizing the Partnership ratably over a sixty (60) month period as provided in Section 709 of the Code.

10.6.     Reports Made Available to Limited Partners .

(a)    As soon as practicable after the close of each fiscal quarter (other than the last quarter of the fiscal year), upon written request by a Limited Partner to the General Partner, the General Partner will make available, without cost, to each Limited Partner a quarterly report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal quarter, presented in accordance with generally accepted accounting principles. As soon as practicable after the close of each fiscal year, upon written request by a Limited Partner to the General Partner, the General Partner will make available, without cost, to each Limited Partner an annual report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year, presented in accordance with generally accepted accounting principles.

(b)    Any Partner shall further have the right to a private audit of the books and records of the Partnership at the expense of such Partner, provided such audit is made for Partnership purposes and is made during normal business hours.

ARTICLE 11

AMENDMENT OF AGREEMENT; MERGER

The General Partner's consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of the General Partner and holders of a majority of the Common Units:

(a)    any amendment affecting the operation of the Conversion Factor or the Exchange Right (except as provided in Section 8.4(d) or 7.1(c) hereof) in a manner adverse to the Limited Partners;

(b)    any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Interests pursuant to Section 4.2 hereof;

(c)    any amendment that would alter the Partnership's allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Interests pursuant to Section 4.2 hereof; or

(d)    any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

ARTICLE 12

GENERAL PROVISIONS

12.1.     Notices . All communications required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or upon deposit in the United States mail, registered, postage prepaid return receipt

requested, to the Partners at the addresses set forth in Exhibit A attached hereto; provided, however, that any Partner may specify a different address by notifying the General Partner in writing of such different address. Notices to the Partnership shall be delivered at or mailed to its specified office.

12.2.     Survival of Rights . Subject to the provisions hereof limiting transfers, this Agreement shall be binding upon and inure to the benefit of the Partners and the Partnership and their respective legal representatives, successors, transferees and assigns.

12.3.     Additional Documents . Each Partner agrees to perform all further acts and execute, swear to, acknowledge and deliver all further documents which may be reasonable, necessary, appropriate or desirable to carry out the provisions of this Agreement or the Act.

12.4.     Severability . If any provision of this Agreement shall be declared illegal, invalid, or unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this Agreement (to the extent permitted by law) and in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof.

12.5.     Entire Agreement . This Agreement and exhibits attached hereto constitute the entire Agreement of the Partners and supersede all prior written agreements and prior and contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.

12.6.     Pronouns and Plurals . When the context in which words are used in the Agreement indicates that such is the intent, words in the singular number shall include the plural and the masculine gender shall include the neuter or female gender as the context may require.

12.7.     Headings . The Article headings or sections in this Agreement are for convenience only and shall not be used in construing the scope of this Agreement or any particular Article.

12.8.     Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart.

12.9.     Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware; provided, however, that causes of action for violations of federal or state securities laws shall not be governed by this Section 12.9.

[Signatures appear on next page.]

IN WITNESS WHEREOF, the parties hereto have hereunder affixed their signatures to this Second Amended and Restated Limited Partnership Agreement, all as of the 24th day of June, 2015.

AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P.

ESTABLISHING

SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS

OF

LIMITED PARTNERSHIP INTEREST

In accordance with Section 4.2(a)(i) and Article 12 of the Second Amended and Restated Limited Partnership Agreement, effective as of June 24, 2015 (the " Partnership Agreement" ), of Griffin Capital Essential Asset Operating Partnership II, L.P. (the " Partnership" ), the Partnership Agreement is hereby amended by this Amendment No. 1 thereto (this " Amendment" ) to establish a series of up to 15,000,000 preferred units of limited partnership interest of the Partnership which shall be designated the "Series A Cumulative Redeemable Preferred Units" (the " Preferred Units" ), having the rights, preferences, powers, privileges and restrictions, qualifications and limitations set forth below and which shall be issued to Griffin Capital Vertical Partners, L.P. (the " Purchaser" ). Certain terms used herein are defined in Section 10 of Exhibit I hereto. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Partnership Agreement.

WHEREAS, the Partnership, Griffin Capital Essential Asset REIT II, Inc. (the " General Partner" ), and the Purchaser executed that certain Series A Cumulative Redeemable Preferred Unit Purchase Agreement, dated June 24, 2015 (the " Purchase Agreement" ), pursuant to which the Partnership agreed to issue, and the Purchaser agreed to purchase, up to an aggregate of 15,000,000 Preferred Units, at one or more closings, on the terms set forth therein and herein; and

WHEREAS, pursuant to Section 4.2(a)(i) of the Partnership Agreement, the Partnership is issuing up to an aggregate of 15,000,000 Preferred Units to the Purchaser, at one or more closings, with the rights, powers, privileges and restrictions, qualifications, and limitations as set forth below pursuant to the terms of the Purchase Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Issuance of Preferred Units

Pursuant to Section 4.2(a)(i) of the Partnership Agreement, the Partnership hereby agrees to issue up to an aggregate of 15,000,000 Preferred Units to the Purchaser, at one or more closings. The Preferred Units will have the rights, powers, privileges, restrictions, qualifications, and limitations specified in Exhibit I hereto. In consideration for the issuance of the Preferred Units, the Purchaser agrees to make a Capital Contribution to the Partnership in an amount up to an aggregate of $150,000,000, at one or more closings, in accordance with the terms of the Purchase Agreement; provided, however, that the aggregate amount of Purchaser's outstanding investment in the Preferred Units at any given time shall not exceed $50,000,000.

The admission of the Purchaser as an additional Limited Partner of the Partnership shall become effective as of the date of this Amendment, which shall also be the date upon which the name of the Purchaser is recorded on the books and records of the Partnership and Exhibit A to the Partnership Agreement is amended to reflect such admission.

Section 2. Amendment to Partnership Agreement

Pursuant to Article 12 of the Partnership Agreement, the General Partner, as general partner of the Partnership and as attorney-in-fact for its Limited Partners, hereby amends the Partnership Agreement to set forth the rights, powers, privileges, restrictions, qualifications, and limitations of the Preferred Units, as specified in Exhibit I hereto.

Section 3. Continuation of Partnership Agreement

The Partnership Agreement and this Amendment shall be read together and shall have the same force and effect as if the provisions of the Partnership Agreement and this Amendment (including Exhibit I hereto) were contained in one document. Any provisions of the Partnership Agreement not amended by this Amendment shall remain in full force and effect as provided in the Partnership Agreement immediately prior to the date hereof. In the event of a conflict between the provisions of this Amendment and the Partnership Agreement, the provisions of this Amendment shall control.

[ Signature Page Follows .]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Partnership Agreement as of the 24th day of June, 2015.

EXHIBIT I

GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P.

DESIGNATION OF THE RIGHTS, POWERS, PRIVILEGES,

RESTRICTIONS, QUALIFICATIONS, AND LIMITATIONS

OF THE SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS

The following are the terms of the Series A Cumulative Redeemable Preferred Units (the " Preferred Units" ) established pursuant to this Amendment:

(1) Number . The maximum number of authorized Preferred Units shall be 15,000,000.

(2) Rank . The Preferred Units will, with respect to distribution rights (to the extent set forth herein) and rights upon liquidation, dissolution, or winding up of the Partnership, rank: (a) senior to all classes or series of Partnership Units not designated as Preferred Units (" Common Units" ) and to all equity securities issued by the Partnership the terms of which provide that such equity securities shall rank junior to such Preferred Units; (b) on a parity with all equity securities issued by the Partnership other than those referred to in clauses (a) and (c); and (c) junior to all equity securities issued by the Partnership that rank senior to the Preferred Units. The term "equity securities" shall not include convertible debt securities.

(3) Distributions .

(a) Commencing from and including the date a Preferred Unit is issued (the " Date of Issuance" ), distributions (the " Distributions" ) on such Preferred Unit shall be payable monthly in arrears, in an amount equal to: (i) in the case of the period from and including the Date of Issuance to but excluding December 24, 2015, the LIBOR Rate plus 4.50% per annum of the Liquidation Amount (as defined below) per unit; and (ii) thereafter, the LIBOR Rate plus 6.50%  per annum of the Liquidation Amount per unit (each of the foregoing periods being referred to as a " Distribution Period" and each of the foregoing rates for the applicable Distribution Period being referred to as a " Pay Rate ," as any such Pay Rate may be adjusted as provided in Section 3(f) below). Distributions on the Preferred Units shall be cumulative from the Date of Issuance at the then-applicable Pay Rate, and shall be declared and payable monthly in arrears on the 1st day of each month of each year or, if not a business day, the next succeeding business day, commencing on August 3, 2015 (each, a " Distribution Payment Date" ), and will be computed on the basis of a 360-day year and the actual number of days in the applicable period. Distributions will be payable to holders of record as they appear in the records of the Partnership at the close of business on the applicable record date by wire transfer pursuant to wire instructions provided by such holders. The record date shall be the last calendar day of the month immediately preceding each Distribution Payment Date (each, a " Distribution Payment Record Date" ).

(b) Distributions on the Preferred Units shall accumulate at the then-applicable Pay Rate whether or not, in any Distribution Period, the Partnership has earnings, whether or not such Distribution shall be authorized and declared and whether or not there shall be funds of the Partnership legally available for payment of such Distributions. If on any Distribution Payment Date the Partnership shall not be permitted under Delaware law to pay all or a portion of any such Distributions, the Partnership shall take such action as may be lawfully permitted in order to enable the Partnership, to the extent permitted by Delaware law, lawfully to pay such Distributions. Accumulated but unpaid Distributions, if any, on the Preferred Units will accrue interest at the then-applicable Default Rate (as defined below).

(c) No full distributions will be authorized or paid or set apart for payment on any equity securities of the Partnership ranking, as to distributions, on a parity with or junior to the Preferred Units for any period unless full Distributions on the Preferred Units (plus accrued interest thereon, if any, pursuant to Section 3(b)) have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for such payment for all past Distribution Periods and the then-current Distribution Period. Subject to Sections 6(f) and 7(a), when Distributions are not paid in full or a sum sufficient for such full payment is not so set apart on the Preferred Units (plus accrued interest thereon, if any, pursuant to Section 3(b)) and the other equity securities of the Partnership ranking on a parity as to distributions with the Preferred Units, all distributions authorized upon the Preferred Units and any other equity securities of the Partnership ranking on a parity as to distributions with the Preferred Units shall be authorized pro rata so that the amount of distributions authorized per Preferred Unit and such other equity securities shall in all cases bear to each other the same ratio that accumulated distributions per Preferred Unit and such other equity securities (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such equity securities do not have cumulative distributions) bear to each other.

(d) Except as provided in Section 3(c), unless full Distributions on the Preferred Units (plus accrued interest thereon, if any, pursuant to Section 3(b)) have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for payment for all past Distribution Periods and the then-current Distribution Period, no distributions shall be authorized or paid or set apart for payment or other distribution shall be authorized or made upon the Common Units or any other equity securities of the Partnership ranking junior to or on a parity with the Preferred Units as to distributions or upon liquidation, nor shall any Common Units or any other equity securities of the Partnership ranking junior to or on a parity

with the Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such units) by the Partnership.

(e) Any Distribution payment made on Preferred Units shall first be credited against the earliest accumulated but unpaid Distribution due with respect to such Preferred Units which remains payable (plus accrued interest thereon pursuant to Section 3(b)).

(f) During the continuance of an Event of Default, the then-current Pay Rate for the applicable Distribution Period shall be increased such that the Pay Rate for such Distribution Period shall be deemed to equal the lesser of (i) the sum of (x) such Pay Rate plus (y) 1% of such Pay Rate and (ii) the maximum rate permitted by applicable law (the " Default Rate" ). Any such increase in the Pay Rate shall take effect from the first day of the Distribution Period during which such Event of Default occurred. In the event that such Event of Default is subsequently cured or waived by the holders of the Preferred Units, the Pay Rate shall be reduced to the Pay Rate that would have been in effect pursuant to Section 3(a) had no such Event of Default taken place, with such reduction to take effect as of the first day of the Distribution Period immediately following the Distribution Period during which such Event of Default was cured or waived.

(4) Liquidation Amount .

(a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership (referred to herein as a " liquidation" ), the holders of the Preferred Units will be entitled to be paid out of the assets of the Partnership legally available for distribution to its unitholders liquidating distributions, in cash, in the amount of $10 per unit multiplied by the number of outstanding Preferred Units (the " Liquidation Amount" ), plus an amount equal to any accumulated and unpaid Distributions to the date of such liquidation (plus accrued interest thereon pursuant to Section 3(b)), before any distribution or payment is made to holders of Common Units or any other equity securities of the Partnership ranking junior to the Preferred Units as to the distribution of assets upon a liquidation. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Preferred Units will have no right or claim to any of the remaining assets of the Partnership.

(b) In the event that, upon any liquidation of the Partnership, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Preferred Units, plus an amount equal to any accumulated and unpaid Distributions to the date of such liquidation (plus accrued interest thereon pursuant to Section 3(b)) and the corresponding amounts payable on all other equity securities of the Partnership ranking on a parity with Preferred Units in the distribution of assets upon a liquidation, then the holders of Preferred Units and all other such equity securities of the Partnership ranking on a parity with Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions per unit to which they would otherwise be respectively entitled.

(c) The consolidation or merger of the Partnership with or into any other entity, or the merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership, or the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, shall be deemed to constitute a liquidation of the Partnership.

(d) The Liquidation Amount of the outstanding Preferred Units will not be added to the liabilities of the Partnership for the purpose of determining whether under the Delaware Revised Uniform Limited Partnership Act a distribution may be made to unitholders of the Partnership whose preferential rights upon dissolution of the Partnership are junior to those of holders of Preferred Units. This Section 4(d) shall be without prejudice to the provisions of Sections 3(a), 3(b) and 4(a) hereof.

(5) Redemption .

(a) The Partnership may redeem the Preferred Units, in whole or in part at the option of the Partnership at any time or from time to time, at a redemption price per unit in cash in an amount equal to the sum of the Liquidation Amount plus all accumulated and unpaid Distributions thereon to the date of redemption (plus accrued interest thereon pursuant to Section 3(b)) (the " Redemption Price" ). If fewer than all of the outstanding Preferred Units are to be redeemed at the option of the Partnership, the Preferred Units to be redeemed shall be determined pro rata or by lot or in such other manner as determined by the General Partner to be fair and equitable to holders of Preferred Units.

(b) Notice of a redemption pursuant to Section 5(a) will be mailed by the Partnership, postage prepaid, not less than ten (10) nor more than thirty (30) days prior to the redemption date, addressed to the respective holders of the Preferred Units to be redeemed at their respective addresses as they appear on the books of the Partnership. Each notice shall state: (i) the redemption date; (ii) the number of Preferred Units to be redeemed; (iii) the Redemption Price; (iv) the place or places where certificates representing such Preferred Units, if any, are to be surrendered for payment of the Redemption Price; (v) that Distributions on the Preferred Units to be redeemed will cease to accumulate on such redemption date. If fewer than all the Preferred Units are to be redeemed, the notice mailed to each such holder thereof shall also specify the number of Preferred Units to be redeemed from each such holder.

(c) On or after a redemption date, each holder of Preferred Units to be redeemed must present and surrender any certificates representing the Preferred Units to the Partnership at the place designated in the notice of redemption and thereupon

the Redemption Price of such Preferred Units will be paid to or on the order of the Person whose name appears on such certificates, if any, as the owner thereof by wire transfer pursuant to wire instructions provided by such Person and each surrendered certificate will be canceled. In the event that fewer than all the Preferred Units are to be redeemed, and if a certificate has been issued representing the Preferred Units, a new certificate will be issued representing the unredeemed Preferred Units.

(d) From and after a redemption date (unless the Partnership defaults in payment of the Redemption Price), all Distributions on the Preferred Units subject to such redemption will cease to accumulate and all rights of the holders thereof, except the right to receive the Redemption Price thereof (including all accumulated and unpaid Distributions to the redemption date (plus accrued interest thereon pursuant to Section 3(b))) will cease and terminate and such Preferred Units will not thereafter be transferred (except with the consent of the Partnership) on the Partnership's records, and such Preferred Units shall not be deemed to be outstanding for any purpose whatsoever. In the event that the Partnership defaults in the payment of the Redemption Price for any Preferred Units surrendered for redemption, such Preferred Units shall continue to be deemed to be outstanding for all purposes and to be owned by the respective holders that surrendered such Preferred Units, and the Partnership shall promptly return the surrendered certificates representing such Preferred Units, if any, to such holders (although the failure of the Partnership to return any such certificates to such holders shall in no way affect the ownership of such Preferred Units by such holders or their rights thereunder).

(e) Immediately prior to any redemption of Preferred Units, the Partnership shall pay, in cash, all accumulated and unpaid Distributions with respect to the Preferred Units to be redeemed in such redemption to the redemption date (plus accrued interest thereon pursuant to Section 3(b)), unless such redemption date falls after a Distribution Payment Record Date and on or prior to the corresponding Distribution Payment Date, in which case each holder of Preferred Units at the close of business on such Distribution Payment Record Date shall be entitled to the Distribution payable on such Preferred Units on the corresponding Distribution Payment Date notwithstanding the redemption of such Preferred Units on or prior to such Distribution Payment Date.

(f) Unless full Distributions on all Preferred Units (plus accrued interest thereon, if any, pursuant to Section 3(b)) shall have been or contemporaneously are authorized and paid or set apart for payment for all past Distribution Periods and the then-current Distribution Period, no Preferred Units shall be redeemed pursuant to Section 5(a) unless all outstanding Preferred Units are simultaneously redeemed.

(g) Any Preferred Units that have been redeemed shall, after such redemption, have the status of authorized but unissued Partnership Units, without designation as to series, until such units are once more designated as part of a particular series by the General Partner.

(h) The Preferred Units will not have a stated maturity date and will not be subject to any sinking fund.

(6) Repurchase at the Election of Holders .

(a) Following the occurrence of an Optional Repurchase Event, a holder of Preferred Units, at its election, may require the Partnership to repurchase all or any portion of such holder's Preferred Units at any time or from time to time, at a repurchase price per unit in cash equal to the sum of the Liquidation Amount plus all accumulated and unpaid Distributions thereon to the date of repurchase (plus accrued interest thereon, if any, pursuant to Section 3(b)) (the " Repurchase Price" ).

(b) Holders may exercise the rights specified in this Section 6 upon delivery to the Partnership of a written notice of repurchase in the form attached as Schedule A hereto (a " Holder Repurchase Notice" ) via telecopy, email, hand delivery or other mail or messenger service. The original Holder Repurchase Notice and any certificates representing the Preferred Units for which repurchase is elected shall be delivered to the Partnership by nationally recognized courier, duly endorsed. The date upon which a Holder Repurchase Notice is initially received by the Partnership shall be a " Holder Repurchase Notice Date ."

(c) The Partnership shall pay within ten (10) business days after the Holder Repurchase Notice Date, to or on the order of the Person whose name appears on such certificates or book entry as the owner thereof by wire transfer pursuant to wire instructions provided by such Person, the Repurchase Price for the Preferred Units being repurchased and each surrendered certificate, if any, will be canceled. In the event that fewer than all the Preferred Units are to be repurchased, and if a certificate has been issued representing the Preferred Units, a new certificate will be issued representing the Preferred Units that were not repurchased.

(d) From and after a repurchase date (unless the Partnership defaults in payment of the Repurchase Price), all Distributions on the Preferred Units tendered for repurchase will cease to accumulate and all rights of the holders thereof, except the right to receive the Repurchase Price thereof (including all accumulated and unpaid Distributions to the repurchase date (plus accrued interest thereon, if any, pursuant to Section 3(b))) will cease and terminate and such Preferred Units will not thereafter be transferred (except with the consent of the Partnership) on the Partnership's records, and such Preferred Units shall not be deemed to be outstanding for any purpose whatsoever. In the event that the Partnership defaults in the payment of the Repurchase Price for any Preferred Units tendered for repurchase, such Preferred Units shall continue to be deemed to be outstanding for all purposes and to be owned by the respective holders that tendered such Preferred Units, and the Partnership shall promptly

return the tendered certificates representing such Preferred Units, if any, to such holders (although the failure of the Partnership to return any such certificates to such holders shall in no way affect the ownership of such Preferred Units by such holders or their rights thereunder).

(e) Immediately prior to any repurchase of Preferred Units, the Partnership shall pay, in cash, all accumulated and unpaid Distributions with respect to the Preferred Units to be repurchased to the repurchase date (plus accrued interest thereon, if any, pursuant to Section 3(b)), unless such repurchase date falls after a Distribution Payment Record Date and on or prior to the corresponding Distribution Payment Date, in which case each holder of Preferred Units at the close of business on such Distribution Payment Record Date shall be entitled to the Distribution payable on such Preferred Units on the corresponding Distribution Payment Date notwithstanding the repurchase of such Preferred Units on or prior to such Distribution Payment Date.

(f) From and after the occurrence of an Optional Repurchase Event until such date as all Preferred Units have been repurchased or redeemed pursuant to this Section 6 or Section 5, none of the Partnership, the General Partner or their respective Subsidiaries may undertake (and the Partnership and the General Partner shall cause each of their respective Subsidiaries not to undertake) any of the following actions, directly or indirectly, without the prior written consent of the holders of record of at least a majority of the Preferred Units then outstanding; provided, however, that notwithstanding anything contained in the Purchase Agreement or this Amendment to the contrary, any rights or restrictions set forth herein or in the Purchase Agreement as they relate to the Partnership, the General Partner or any of their respective Subsidiaries, are subject and subordinate to the rights of KeyBank, National Association ("KeyBank") pursuant to that certain Credit Agreement, dated as of December 12, 2014, among the Partnership, KeyBank, as administrative agent, and JPMorgan Chase Bank, N.A. ("JPMorgan"), as syndication agent:

(i) authorize, declare or pay, or set apart for payment, any distributions on any equity securities of the Partnership, the General Partner or any of their respective Subsidiaries, other than, with respect to the Partnership, Distributions on the Preferred Units;

(ii) redeem or repurchase any equity securities of the Partnership, the General Partner or any of their respective Subsidiaries, other than, with respect to the Partnership, redemptions or repurchases of the Preferred Units and, with respect to the General Partner, redemptions pursuant to, and subject to the limitations under, the General Partner's Share Redemption Program as in effect on the Initial Date of Issuance;

(iii) purchase or otherwise acquire any asset from another party, including real property or interests therein, enter into any contract or agreement or option to do so or make any non-refundable deposit in connection with any such proposed acquisition;

(iv) sell, transfer, assign, hypothecate, pledge or dispose of all or any portion of any Property or other asset of the Partnership, the General Partner or any of their respective Subsidiaries, or any interest, whether legal or beneficial, in any of the foregoing or enter into any contract or agreement or option to do so; or

(v) (a) incur, renew, refinance, modify or otherwise discharge any Indebtedness of the Partnership, the General Partner or any of their respective Subsidiaries, or extend credit, make a loan or become a guarantor or surety for debt of another party, or (b) create, suffer or permit to exist any Lien on, of or against, or otherwise affecting, all or any portion of any Property (including, without limitation, fixtures and other personal property) in each instance, other than the Permitted Liens or other than in connection with a transaction approved pursuant to clause (a) of this subsection.

Neither the Partnership nor the General Partner shall take, and shall cause their respective Subsidiaries not to take, any action in furtherance of any of the foregoing actions without obtaining the required consent therefor, as specified in this Section 6(f).

(g) Any Preferred Units that have been repurchased shall, after such repurchase, have the status of authorized but unissued Partnership Units, without designation as to series, until such units are once more designated as part of a particular series by the General Partner.

(7) Covenants of the Partnership and the General Partner .

(a) Protective Provisions . The Partnership and the General Partner hereby covenant and agree that, for as long as any Preferred Units are outstanding, neither the Partnership nor the General Partner shall, and the Partnership and the General Partner shall cause their respective Subsidiaries not to, undertake or permit any of the following actions, directly or indirectly, without the prior written consent of the holders of record of at least a majority of the Preferred Units then outstanding:

(i) (1) in the case of the Partnership, authorize or issue, or increase the authorized or issued amount of, (A) equity securities ranking, as to distributions and upon liquidation, on a parity with or senior to the Preferred Units or (B) Common Units or other equity securities ranking, as to distributions and upon liquidation, junior to the Preferred Units, to the extent that such Common Units or other junior equity securities contain any rights that restrict in any way management of the Partnership, the General Partner or their respective Subsidiaries or would reasonably be expected to interfere with the Preferred

Units or the rights of the holders thereof; and (2) in the case of the General Partner, any Subsidiary of the General Partner or any Subsidiary of the Partnership, authorize or issue additional (A) shares of preferred stock or preferred equity securities or (B) shares of common stock or common equity securities or other equity securities ranking, as to distributions and upon liquidation, junior to shares of such entity's preferred stock or preferred equity securities, to the extent that such shares of common stock, common equity securities or other junior equity securities contain any rights that restrict in any way management of the General Partner, the Partnership or their respective Subsidiaries or would reasonably be expected to interfere with the Preferred Units or the rights of the holders thereof;

(ii) amend, alter, repeal or waive any of the provisions of (1) this Amendment or the Purchase Agreement or (2) the certificate of limited partnership of the Partnership, the Partnership Agreement, the Articles of Incorporation or bylaws of the General Partner or the organizational documents of any of their respective Subsidiaries, in the case of clause (2) only, to the extent that such amendment would reasonably be expected to adversely affect the Preferred Units or the rights of the holders thereof;

(iii) redeem, purchase or otherwise acquire for any consideration (1) in the case of the Partnership, equity securities of the Partnership that rank, as to distributions and upon liquidation, junior to the Preferred Units, including Common Units, and (2) in the case of the General Partner, any Subsidiary of the General Partner or any Subsidiary of the Partnership, any class or series of capital stock or equity securities; provided , that the foregoing shall not prohibit the following: (A) redemptions pursuant to the Share Redemption Program; and (B) redemptions of Common Units in exchange for which the General Partner issues REIT Shares to the holders of such Common Units as the sole consideration therefor pursuant to the terms of the Partnership Agreement;

(iv) engage in a Change of Control;

(v) commence or suffer to exist an Event of Bankruptcy as to the Partnership, the General Partner or any of their respective Subsidiaries;

(vi) pay any special distributions (which, for purposes hereof, shall mean any distribution other than a distribution made on a regular monthly basis consistent with past practice) on (1) in the case of the Partnership, Common Units or other equity securities that rank, as to distributions and upon liquidation, junior to the Preferred Units and (2) in the case of the General Partner, any Subsidiary of the General Partner or any Subsidiary of the Partnership, shares of common stock or common equity securities or other equity securities that rank, as to distributions and upon liquidation, junior to such entity's shares of preferred stock or preferred equity securities; provided , that the foregoing shall not prohibit (A) special distributions that are necessary to preserve the General Partner's status as a REIT under the Code; and (B) distributions to the General Partner's stockholders paid in shares of the General Partner's common stock; or

(vii) engage in a recapitalization, reorganization, merger, unit or stock split, statutory unit or stock exchange, sale of all or substantially all of such entity's assets, tender offer for all or substantially all of its Common Units, shares of common stock or other common equity securities, as the case may be, or other similar transaction.

Neither the Partnership nor the General Partner shall take, and shall cause their respective Subsidiaries not to take, any action in furtherance of any of the foregoing actions without obtaining the required consent therefor, as specified in this Section 7(a). Notwithstanding any provision in this Section 7(a) to the contrary, the Partnership shall be able to enter into tax protection agreements in the ordinary course of its business.

(b) Investment Company Act . The Partnership and the General Partner hereby covenant and agree that, for as long as any Preferred Units are outstanding, each of the Partnership and the General Partner shall take such steps as shall be necessary to ensure that none of the Partnership, the General Partner or any of their respective Subsidiaries shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940, as amended.

(c) REIT Status and Partnership Operations . The Partnership and the General Partner hereby covenant and agree that, for as long as any Preferred Units are outstanding, the General Partner shall use its best efforts to elect to be treated as a REIT under the Code beginning January 1, 2015 and to continue to maintain its qualification as a REIT under the Code unless and until the Board of Directors of the General Partner determines that it is in the best interest of the General Partner's stockholders for the General Partner not to maintain such qualification. So long as any Preferred Units are outstanding and held by a REIT, the General Partner shall operate the Partnership in compliance with the income and asset requirements of Code Sections 856(c)(2), (c)(3) and (c)(4) and so as to avoid the imposition of the tax on prohibited transactions imposed under Code Section 857(b)(6), as if the Partnership were a REIT, unless all REITs holding Preferred Units voluntarily terminate their status as a REIT and deliver a notice to that effect to the General Partner.

(d) Notices . The Partnership and the General Partner hereby covenant and agree that, for as long as any Preferred Units are outstanding, the Partnership and the General Partner shall give to each holder of Preferred Units written notice, within three (3) days of the Partnership or the General Partner having actual knowledge thereof, of:

(i) the issuance by any Governmental Authority of any injunction, order, decision or other restraint or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(ii) the existence of an Event of Default (or an event which, upon notice, lapse of time or both would, unless cured or waived, become an Event of Default) or other Optional Repurchase Event;

(iii) the occurrence of a default under any instrument, agreement or indenture pertaining to any Indebtedness of the Partnership, the General Partner or any of their respective Subsidiaries;

(iv) any default or event of default under any Material Contract of any of the Partnership, the General Partner or their respective Subsidiaries that could reasonably be expected to have a Material Adverse Effect;

(v) the occurrence of an event or series of events relating to or affecting the Partnership, the General Partner and their respective Subsidiaries, taken as a whole, that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect;

(vi) the damage or destruction of any Property, in whole or in part;

(vii) the occurrence of a Capital Event; or

(viii) any actual or threatened commencement of any proceedings in respect of any Taking of any Property.

The written notice provided in connection with any of the foregoing events shall specify the nature of the event prompting such notice and the action (if any) that is proposed to be taken with respect thereto.

(e)     Termination of Issuances .    Notwithstanding anything to the contrary contained herein, no Preferred Units may be issued after December 24, 2015.

(8) Transfers .

(a) Notwithstanding Section 9.2 of the Partnership Agreement, other than the provisions of Section 9.2(d) and (e) thereof, a holder of Preferred Units may Transfer all or any portion of such holder's Preferred Units without the consent of the General Partner, and the provisions of Section 9.2(f) of the Partnership Agreement shall not apply to the Preferred Units.

(b) In connection with any such Transfer pursuant to Section 8(a), the General Partner shall consent to the admission of the transferee as a substitute Limited Partner as long as such admission does not cause the Partnership to be treated as a "publicly traded partnership" within the meaning of Section 7704 of the Code and the Treasury Regulations thereunder.

(9) Power of Attorney . Notwithstanding Section 8.2 of the Partnership Agreement, no holder of Preferred Units appoints the General Partner as its attorney-in-fact, and the General Partner shall not execute any document as attorney-in-fact or otherwise on behalf of the holders of Preferred Units pursuant to the power of attorney set forth in Section 8.2 of the Partnership Agreement.

(10) Definitions .

"Advisor" or " Advisors" means the Person or Persons, if any, appointed, employed or contracted with by the General Partner and responsible for directing or performing the day-to-day business affairs of the General Partner, including any Person to whom the Advisor subcontracts substantially all of such functions.

"Advisory Agreement" means the agreement among the Partnership, the General Partner and the Advisor pursuant to which the Advisor will direct or perform the day-to-day business affairs of the General Partner and the Partnership.

"Capital Event" means a sale or other disposition, directly or indirectly, of any Property or any portion thereof or an interest therein, a financing, refinancing, insurance award (excluding rent loss insurance), condemnation (or conveyance in lieu thereof), easement sale or other transaction which, in accordance with GAAP, consistently applied, is treated as a capital transaction.

A " Change of Control" will be deemed to have occurred with respect to the Partnership on any date after the Initial Date of Issuance on which neither the General Partner nor any of its Subsidiaries or Affiliates is the Controlling general partner, managing member or equivalent thereof of the Partnership. A " Change of Control" will be deemed to have occurred with respect to the General Partner on any date after the Initial Date of Issuance if:

(a) any "person," including a "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding the General Partner, any entity Controlling, Controlled by or under common Control with the General Partner, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the General Partner or any such entity), is or becomes the "beneficial owner" (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly,

of shares of stock of the General Partner representing thirty-five percent (35%) or more of either (A) the combined voting power of the General Partner's then-outstanding securities or (B) the then-outstanding shares of all classes of stock of the General Partner (other than as a result of an acquisition of securities directly from the General Partner);

(b) any consolidation or merger of the General Partner where the stockholders of the General Partner immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares of stock representing in the aggregate 50% or more of the combined voting power of the securities of the surviving or resulting entity in the consolidation or merger (or of its ultimate parent entity, if any);

(c) there shall occur (A) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the General Partner, other than a sale or transfer by the General Partner of all or substantially all of the General Partner's assets to an entity at least fifty percent (50%) of the combined voting power of the securities of which are owned by "persons" (as defined above) in substantially the same proportion as their ownership of the General Partner immediately prior to such sale or transfer or (B) the approval by stockholders of the General Partner of any plan or proposal for the liquidation or dissolution of the General Partner;

(d) the members of the Board of Directors of the General Partner at the beginning of any consecutive 24-calendar-month period (the " Incumbent Directors" ) cease for any reason other than due to death to constitute at least a majority of the members of the Board of Directors of the General Partner; provided, that any director whose election, or nomination for election by the General Partner's stockholders, was approved or ratified by a vote of a majority of the members of the Board of Directors then still in office who were Incumbent Directors at the beginning of such 24-calendar-month period shall be deemed to be an Incumbent Director for purposes of the foregoing; or

(e) the Advisory Agreement is terminated.

"Common Units" has the meaning set forth in Section 2.

"Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise and "Controlling," "Controlled" and "under common Control" shall have meanings correlative thereto. For purposes of this definition, debt securities that are convertible into common stock will be treated as voting securities only when converted.

"Date of Issuance" has the meaning set forth in Section 3(a).

"Default Rate" has the meaning set forth in Section 3(f).

"Distribution Payment Date" has the meaning set forth in Section 3(b).

"Distribution Payment Record Date" has the meaning set forth in Section 3(b).

"Distribution Period" has the meaning set forth in Section 3(a).

"Distributions" has the meaning set forth in Section 3(a).

" Event of Default" means the occurrence of one or more of the following events:

(a)    default in the payment of any Distribution or any other payment to the holders of the Preferred Units pursuant to this Amendment when due and payable pursuant hereto (including with respect to the payment of any accrued interest required pursuant to Section 3(b));

(b)    a material default in the performance of, or material breach of any covenant, warranty or other agreement contained in, the Partnership Agreement, including this Amendment (including, without limitation, any of the Protective Provisions), or the Purchase Agreement by the Partnership or the General Partner, as applicable, and the continuance of such default or breach for a period of 10 business days after written notice thereof shall have been given to the Partnership and the General Partner;

(c)    an Event of Bankruptcy as to the Partnership, the General Partner or any of their respective Subsidiaries that has not been consented to in advance by the holders of the Preferred Units pursuant to Section 7(a);

(d)    any breach, default or event of default shall occur and be continuing under any instrument, agreement or indenture pertaining to any Indebtedness of the Partnership, the General Partner or any of their respective Subsidiaries aggregating more than $5 million, the effect of which is to cause an acceleration, mandatory redemption or other required repurchase of such Indebtedness, or any such Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Partnership, the General Partner or any such Subsidiary (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof;

(e)    the failure of the General Partner to qualify as a REIT under the Code.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"GAAP" means generally accepted accounting principles in the United States of America in effect from time to time.

"Governmental Authority" means any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence, including foreign Governmental Authorities.

"Holder Repurchase Notice" has the meaning set forth in Section 6(b).

"Holder Repurchase Notice Date" has the meaning set forth in Section 6(b).

"Improvements" means the buildings, structures, fixtures, building equipment, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located at any Property.

"Incumbent Directors" has the meaning set forth in the definition of "Change of Control."

"Indebtedness" means, without duplication, the sum of the (i) indebtedness for borrowed money (excluding any interest thereon), secured or unsecured (including but not limited to all senior financing facilities, senior mortgages and/or fixed-rate long term debt) (the " Senior Debt" ), (ii) reimbursement obligations under any letters of credit or similar instruments with regard to the Senior Debt, (iii) capitalized lease obligations, (iv) obligations under interest rate cap, swap, collar or similar transactions or currency hedging transactions (valued at the termination value thereof) and (v) guarantees of any Indebtedness of the foregoing of any other Person; provided , that Indebtedness shall not include "trade payables" incurred in the ordinary course of business and, in the case of the Partnership, shall not include the Preferred Units.

"Initial Date of Issuance" means June 24, 2015.

"LIBOR" means, with respect to each Distribution Period, (i) the per annum rate for deposits in U.S. dollars for a period equal to the applicable Distribution Period, which appears on Reuters Screen LIBOR01 Page (or the successor thereto) as the London Interbank Offering Rate as of 11:00 a.m., London time, on that respective Distribution Period's Distribution Payment Date (rounded upwards, if necessary, to the nearest 1/1000 of one percent (1%)); (ii) if such rate does not appear on said Reuters Screen LIBOR01 Page (or the successor thereto), the arithmetic mean (rounded as aforesaid) of the offered quotations of rates obtained by the Partnership from the Reference Banks for deposits in U.S. dollars for a period equal to the applicable Distribution Period to prime banks in the London interbank market as of approximately 11:00 a.m., London time, on that Distribution Payment Date and in an amount that is representative for a single transaction in the relevant market at the relevant time; or (iii) if fewer than two (2) Reference Banks provide the Partnership with such quotations, the rate per annum which the Partnership determines to be the arithmetic mean (rounded as aforesaid) of the offered quotations of rates which major banks in New York, New York selected by the Partnership are quoting at approximately 11:00 a.m., New York City time, on that Distribution Payment Date for loans in U.S. dollars to leading European banks for a period equal to the applicable Distribution Period in amounts of not less than U.S. $1 million. The Partnership's determination of LIBOR shall be binding and conclusive on the holders of Preferred Units absent manifest error. LIBOR may or may not be the lowest rate based upon the market for U.S. dollar deposits in the London Interbank Eurodollar Market at which the Partnership prices loans on the date which LIBOR is determined by the Partnership as set forth above.

"LIBOR Rate" means, with respect to each Distribution Period, the quotient of (a) LIBOR applicable to such Distribution Period, divided by (b) a percentage equal to 100% minus the Reserve Requirements (if any) applicable to such Distribution Period.

"Lien" means any liens, mortgages, pledges, security interests, claims, options, rights of first offer or refusal, charges, conditional or installment sale contracts, claims of third parties of any kind or other encumbrances.

"Liquidation" has the meaning set forth in Section 4(a).

"Liquidation Amount" has the meaning set forth in Section 4(a).

"Material Adverse Effect" with respect to any Person means any event, occurrence, development, change or effect that is, or is reasonably likely to be, individually or in the aggregate, materially adverse to the business, prospects, properties, operating assets, financial condition or results of operations of such Person and its Subsidiaries, taken as a whole; provided , that, in no event shall the following, either individually or in the aggregate, in and of itself be deemed to constitute a "Material Adverse Effect": (i) the failure by the General Partner to meet independent, third party projections of earnings, revenue or other financial performance measures ( provided , that the underlying facts, circumstances, operating results or prospects which cause the General Partner to fail to meet such projections may be considered in determining whether a "Material Adverse Effect" has occurred or is reasonably likely to occur); (ii) fluctuations in the price or net asset value of the REIT Shares; and (iii) the failure to obtain any tenant estoppel.

"Material Contract" means each of the following contracts (and all amendments, modifications and supplements thereto and all side letters to which the Partnership, the General Partner or their respective Subsidiaries are a party affecting the obligations of any party thereunder) to which the Partnership, the General Partner or their respective Subsidiaries are a party or by which any of their respective Properties or assets are bound (notwithstanding anything below, "Material Contract" shall not include any contract that (1) is terminable upon thirty (30) days' notice without a penalty or premium, (2) will be fully performed and satisfied as of or prior to the Initial Date of Issuance, (3) is a lease, (4) is an organizational document or (5) any property management agreement):

(f) all agreements that call for aggregate payments by, or other consideration from, the Partnership, the General Partner or their respective Subsidiaries under such contract of more than $1 million over the remaining term of such contract;

(g) all agreements that call for annual aggregate payments by, or other consideration from, the Partnership, the General Partner or their respective Subsidiaries under such contract of more than $1 million over the remaining term of such contract;

(h) any agreement that contains any non-compete or exclusivity provisions with respect to any line of business in which the Partnership, the General Partner or their respective Subsidiaries is currently engaged or geographic area with respect to the Partnership, the General Partner or their respective Subsidiaries, or that purports to restrict in any material respect the right of the Partnership, the General Partner or their respective Subsidiaries to conduct any line of business in which the Partnership, the General Partner or their respective Subsidiaries are currently engaged or to compete with any Person or operate in any geographic area or location in which the Partnership, the General Partner or their respective Subsidiaries may conduct business;

(i) any partnership, limited liability company agreement, joint venture or other similar agreement entered into by the Partnership, the General Partner or their respective Subsidiaries with any third party;

(j) any contract for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or any other contractual right to purchase, sell, dispose of, or master lease, by merger, purchase or sale of assets or stock or otherwise, any real property;

(k) any contract pursuant to which the Partnership, the General Partner or their respective Subsidiaries agrees to indemnify or hold harmless any director or executive officer of the Partnership, the General Partner or their respective Subsidiaries (other than their organizational documents);

(l) any (A) loan agreement, letter of credit, indenture, note, bond, debenture, mortgage or any other document, agreement or instrument evidencing a capitalized leased obligation or other Indebtedness (secured or unsecured, direct or indirect, absolute or contingent (including guaranties of any obligation)) of, for the benefit of or payable to any of the Partnership, the General Partner or their respective Subsidiaries (other than among the Partnership, the General Partner and their respective Subsidiaries) in excess of $5 million, or (B) contract (other than any organizational document) to provide any funds to or make any investment in (whether in the form of a loan, capital contribution or otherwise) any Subsidiary or other Person;

(m) any employment agreements, severance, change in control or termination agreements with officers of any of the Partnership, the General Partner or their respective Subsidiaries;

(n) any contract pursuant to which any of the Partnership, the General Partner or their respective Subsidiaries has potential liability in respect of any purchase price adjustment, earn-out or contingent purchase price that, in each case, could reasonably be expected to result in future payments of more than $2 million; or any contract relating to the settlement or proposed settlement of any action, which involves the issuance of equity securities or the payment of an amount in excess of $2 million; and

(o) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act).

"Optional Repurchase Event" means the occurrence of any one or more of the following events:

(i)    a breach of any of the Protective Provisions;

(ii)    an Event of Default;

(iii)    a Change of Control that has not been consented to pursuant to Section 7(a);

(iv)    the failure of the General Partner to qualify as a REIT under the Code; or

(v)    the occurrence and continuance of a monetary or a material default beyond any applicable cure period under any of the Loan Documents.

"Pay Rate" has the meaning set forth in Section 3(a).

"Permitted Lien" means, collectively (a) any Lien, encumbrances or other matters disclosed in a Title Insurance Policy, (b) any Lien, if any, for Taxes imposed by any Governmental Authority not yet due or delinquent and (c) such other title and survey exceptions as the holders of record of at least a majority of the Preferred Units then outstanding have approved or may approve in writing in such holders' discretion.

"Person" means any individual, partnership, limited liability company, corporation, joint venture, trust or other entity.

"Loan Documents" means the governing loan documents, and any and all amendments thereto, for each of the Properties.

"Preferred Units" has the meaning set forth in the opening paragraph of this Amendment.

"Property" or " Properties" shall mean each individual property owned or acquired by the Partnership or the General Partner, including the Improvements thereon.

"Protective Provisions" means those protective provisions set forth in Section 7(a).

"Purchase Agreement" means that certain Series A Cumulative Redeemable Preferred Unit Purchase Agreement, dated June 24, 2015 among Griffin Capital Essential Asset Operating Partnership II, L.P., Griffin Capital Essential Asset REIT II, Inc., and Griffin Capital Vertical Partners, L.P.

"Redemption Price" has the meaning set forth in Section 5(a).

"Repurchase Price" has the meaning set forth in Section 6(a).

"Reference Banks" means four major banks in the London interbank market selected by holders of record of at least a majority of the Preferred Units then outstanding.

"Reserve Requirements" means, with respect to any Distribution Period, the maximum rate of all reserve requirements (including, without limitation, all basic, marginal, emergency, supplemental, special or other reserves and taking into account any transitional adjustments or other schedule changes in reserve requirements during the Distribution Period) which are imposed under Regulation D on eurocurrency liabilities (or against any other category of liabilities which includes deposits by reference to which LIBOR is determined or against, any category of extensions of credit or other assets which includes loans by a non-United States office of a depository institution to United States residents or loans which charge interest at a rate determined by reference to such deposits) during the Distribution Period and which are applicable to member banks of the Federal Reserve System with deposits exceeding one billion dollars, but without benefit or credit of proration, exemptions or offsets that might otherwise be available from time to time under Regulation D.  In the event of any change in the rate of such Reserve Requirements under Regulation D during the applicable Distribution Period, or any variation in such requirements based upon amounts or kinds of assets or liabilities, or other factors, including, without limitation, the imposition of Reserve Requirements, or differing Reserve Requirements, on one or more but not all of the holders of the Preferred Units, the Partnership may use any reasonable averaging and/or attribution methods which it deems appropriate and practical for determining the rate of such Reserve Requirements which shall be used in the computation of the Reserve Requirements.

"Senior Debt" has the meaning set forth in the definition of "Indebtedness".

"Set apart for payment" means the recording by the Partnership in its accounting ledgers of any accounting or bookkeeping entry which indicates, pursuant to an authorization of a distribution by the General Partner, the allocation of funds to be so paid on any series or class of Partnership Units.

"Share Redemption Program" means the General Partner's program pursuant to which the General Partner's stockholders who have held REIT Shares for at least one year may, under certain circumstances, be able to cause all or any portion of such REIT Shares to be redeemed by the General Partner.

" Taking" means a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting any Property or any part thereof.

"Taxes" means all real estate and personal property Taxes, assessments, water rates or sewer rents (excluding income Taxes), now or hereafter levied or assessed or imposed against the Properties or part thereof, together with all interest and penalties thereon.

"Title Insurance Policy" means a policy of title insurance or title commitments.

Schedule A

Notice of Repurchase

The undersigned holder of Preferred Units hereby irrevocably requests Griffin Capital Essential Asset Operating Partnership II, L.P., a Delaware limited partnership (the " Partnership" ), to repurchase                 Preferred Units in accordance with the terms of the Second Amended and Restated Limited Partnership Agreement of the Partnership and the Amendment thereto establishing the Preferred Units; and the undersigned irrevocably (i) surrenders such Preferred Units and all right, title and interest therein; and (ii) directs that the Redemption Price for such Preferred Units be delivered to the Person specified below at the address specified below. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has good and unencumbered title to the Preferred Units that are the subject of this Notice, free and clear of the rights or interests of any other Person; (b) has the full right, power, and authority to request the repurchase requested herein; and (c) has obtained the consent or approval of all Persons, if any, having the right to consent or approve such repurchase of Preferred Units.

LEASE

from: 14 SYLVAN REALTY L.L.C. (LESSOR)

to: WYNDHAM WORLDWIDE OPERATIONS, INC. (LESSEE)

Building: 14 Sylvan Way, Parsippany, New Jersey

LEASE, is made the 5 ^th day of August, 2011 between 14 SYLVAN REALTY L.L.C. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, P.O. Box 7817, Edison, New Jersey 08818-7817 and WYNDHAM WORLDWIDE OPERATIONS, INC. ("Lessee") having an address at 22 Sylvan Way, Parsippany, New Jersey.

WITNESSETH

For and in consideration of the covenants herein contained, and upon the terms and conditions herein set forth, Lessor and Lessee agree as follows:

PREAMBLE

BASIC LEASE PROVISIONS AND DEFINITIONS

In addition to other terms elsewhere defined in this Lease, the following terms whenever used in this Lease shall have only the meanings set forth in this section, unless such meanings are expressly modified, limited or expanded elsewhere herein.

1. ADDITIONAL RENT shall mean all sums in addition to Fixed Basic Rent payable by Lessee to Lessor pursuant to the provisions of the Lease.

2. BUILDING shall mean the building containing approximately 203,000 rentable square feet to be constructed by Lessor on the Land in accordance with this Lease. Upon completion of the Base Building Work (as set forth on Exhibit C attached hereto and made a part hereof, the "Base Building Work"), Lessor's architect shall certify that the Base Building Work was completed in accordance with Exhibit C hereof and shall verify the rentable square footage of the Building using Building Owner and Manager Standard Method of Floor Measurement (BOMA), ANSI-Z65, 1-1996, excluding any patio space, balconies, covered parking, roof penthouses and atrium air space, and provide to both parties such certification, calculations and the "as-built" drawings (collectively, "Lessor's Architectural Certification"). If the rentable square footage is more or less than 203,000 rentable square feet, then the Fixed Basic Rent and other economic terms based on rentable square footage (e.g., the amount of the Tenant Allowance) shall be adjusted proportionately.

3. COMMENCEMENT DATE is the date, subject to the terms of this Lease, including, but not limited to, Articles 27 and 43 hereof) Lessor shall (a) substantially complete (as described in Section 27(g)) the Base Building Work for the Property (which is estimated to be on or about February 25, 2013); and (b) deliver exclusive possession of the Premises to Lessee; provided, however, that Lessor shall give Lessee not less than five (5) days prior notice of the occurrence of the Commencement Date.

4. DEMISED PREMISES OR PREMISES shall be the Property, including the Land and Building, located at Block 202, Lot 1.13 and known as 14 Sylvan Way, Parsippany, New Jersey.

5. EXHIBITS shall be the following, attached to this Lease and incorporated herein and made a part hereof.

6. EXPIRATION DATE shall be the last day of the month in which the day before the fifteen (15) year and three (3) month anniversary of the Rent Commencement Date occurs, subject to extension pursuant to the provisions of Article 52, or such earlier date this Lease may be terminated pursuant to the terms of this Lease.

7. FIXED BASIC RENT shall mean the net minimum rental payable by Lessee under this Lease, as follows, subject, however, to Lessor's Architectural Certification:

*As per Preamble Paragraph 13, below, Fixed Basic Rent does not commence until the Rent Commencement Date which is fifteen (15) months after the Commencement Date. Additional Rent shall commence nine (9) months after the Commencement Date, as per Paragraph 23 of this Lease.

As used in the above schedule, "Year" shall mean a twelve month period commencing, as applicable, on the Rent Commencement Date or each anniversary of the Rent Commencement Date. In addition, if the Rent Commencement Date does

not occur on the first (1 ^st day of a calendar month, the first Year of this Lease shall be the period from the Rent Commencement Date through the last day of the twelfth (12th) month following the Rent Commencement Date.

8. LESSEE'S BROKER shall mean Wyndham Vacation Resorts, Inc., or its assignee.

9. LAND shall mean the real property described on Exhibit A, exclusive of the forty (40) foot buffer area (the "Buffer Area") along the rear (northerly) property line of the real property described on Exhibit A which is expressly excluded from the Land for all purposes under this Lease except for Lessee's obligation to pay Taxes pursuant to Section 23a of this Lease. Lessor shall be solely responsible, at its cost, for the Buffer Area, unless any such costs are necessitated by Lessee's own negligent or willful acts or omissions.

10. PARKING SPACES shall mean not less than 3.5 parking spaces for each 1,000 rentable square feet of space leased by Lessee, or such greater number of parking spaces as is approved pursuant to Article 36 of the Lease.

11. PERMITTED USE shall be general office, training and any other lawful use consistent with the uses of a first class office park in the Parsippany, New Jersey area and for no other purpose.

12. PROPERTY shall mean the Land, Building, the parking areas and all other improvements located on the Land.

13. RENT COMMENCEMENT DATE shall be the fifteenth (15 ^th ) month anniversary of the Commencement Date, subject to extensions for Lessor Delays.

14. LESSOR DELAYS shall mean any delay in the completion of the Base Building Work and/or the issuance of Lessor's Architectural Certification for the Building or a delay in the performance by Lessee of the Tenant Improvements, in either case to the extent caused by

(a) any act or omission of Lessor, Lessor's Professionals (defined in Section 27 (d) hereof), Lessor's contractors, or any of their respective subcontractors, suppliers, employees, agents or representatives, including, but not limited to, delays resulting from Lessor's delay in providing, or wrongful withholding of or unreasonable conditioning of consents or approvals. Nothing contained herein shall be deemed a Lessor Delay to include a delay in the completion of the Tenant Improvements by reason of Force Majeure, it being understood that Lessor shall not be responsible and the Rent Commencement Date shall not be affected by any delay in the Tenant Improvements resulting from Force Majeure.

(b) any delay in the construction of the Base Building Work and/or the issuance of Lessor's Architectural Certification for any reason, including, but not limited to, Force Majeure, except to the extent resulting from Lessee Delays. Notwithstanding anything herein to the contrary, in the event any Lessor Delay (including delays in the construction of the Base Building Work by reason of Force Majeure) occurs on the same day as a Lessee Delay, no Lessee Delay shall be deemed to exist.

Lessee shall notify Lessor (which notice may be telephonic to Mitchell E. Hersh) of any occurrence which could constitute a Lessor Delay. A Lessor Delay shall include only the time after receipt by Lessor of such notice and only if Lessor does not correct such condition within forty eight hours of such notice; and a Lessor Delay shall be deemed to exist only to the extent that Lessee could not have avoided the delay by commercially reasonable actions without additional cost. Notwithstanding anything herein to the contrary, any delay in the completion of the Base Building Work or the issuance of Lessor's Architectural Certification related to Force Majeure shall be deemed to arise from the date of the occurrence of such Force Majeure through the date the impediments caused by such Force Majeure no longer exist, as opposed to arising from the expiration of the aforesaid forty-eight hour notice and cure period. Furthermore, the following shall not constitute a Lessor Delay:

(i)    Except as set forth above with respect to Force Majeure, no action or inaction by Lessor or its representatives shall be a Lessor Delay until after Lessee has given Lessor oral or written notice of the condition and Lessor has had the opportunity, as described above, to remedy the condition.

(ii)    Any Lessee Delay to the extent caused by Lessee's Professionals or any of Lessee's other workers, contractors or subcontractors in preparing the plans and specifications or in performing Lessee's construction of the Tenant Improvements (including any delays in Lessee's construction of the Tenant Improvements resulting from Force Majeure) shall not be a Lessor Delay, unless such Lessee Delay occurs on the same day as a Lessor Delay, in which case, such Lessee Delay shall only be deemed to have occurred if such Lessee Delay actually extends the period of delay from what would have occurred if there was solely a Lessor Delay. Lessee shall not be responsible for third parties over whom it does not have a degree of control or Force Majeure causes that delay the Base Building Work.

(iii)    If Lessee has failed to provide Lessor with sufficient information to enable Lessor to render its approval or disapproval or submission of requested information, then the number of days in which Lessor must respond to Lessee's requests for information shall be extended by the number of days reasonably necessary due to such failure, and the number of days in such extension shall not be deemed to be days constituting Lessor Delay. Lessor shall notify Lessee within three (3) business days after Lessee's request for information, if Lessor requires additional information to enable Lessor to render such approval or disapproval. All such written requests shall be sent by Lessee to Lessor by overnight mail Attention: Mitchell E. Hersh. All Lessee requests for information from Lessor shall be accompanied with two (2) legible, clean copies of adequate supporting documentation sufficient for Lessor to approve or disapprove such information by the expiration of the ten (10) business day Lessor review period.

Delays by The Gale Construction Company ("GCC") in the completion of the Tenant Improvements . Lessee acknowledges that GCC is an affiliate of Lessor and is performing the Base Building Work required to be performed by Lessor under the Lease. For purposes of this Agreement, if Tenant selects GCC as Lessee's construction manager or general contractor with respect to the Tenant Improvements, GCC shall be deemed Lessee's contractor for the purposes of the completion of the Tenant Improvements, and, (notwithstanding that delays in the performance of the Base Building Work by GCC shall be and remain Lessor Delays) any delays by GCC in the performance of the Tenant Improvements (as opposed to the Base Building Work), including those resulting from Force Majeure, shall not be deemed a Lessor Delay or result in a delay of the Rent Commencement Date. The ramifications of any delays by GCC in the performance of its obligations as Lessee's contractor for the. Tenant Improvements shall be governed by the terms and conditions of the contract to be entered into between Lessee and GCC for the Tenant Improvements.

15. LESSEE DELAYS shall mean any delay in the completion of the Base Building Work and/or the issuance of Lessor's Architectural Certification to the extent caused by the following:

(a)    Any act or omission of Lessee or any of its employees, agents or contractors, or

(b)    Lessee's changes to the drawings or specifications or changes or substitutions requested by Lessee with respect to the Base Building Work.

Lessor shall notify Lessee (which notice may be telephonic to Frank Campana) of any occurrence which could constitute a Lessee Delay. A Lessee Delay shall include only the time after receipt by Lessee of such notice and only if Lessee does not correct such condition within forty eight hours of such notice. A Lessee Delay shall be deemed to exist only to the extent that Lessor could not have avoided the delay by commercially reasonable actions without additional cost. Furthermore, the following shall not constitute a Lessee Delay:

(i)    No action or inaction by Lessee or its representatives shall be a Lessee Delay until after Lessor has given Lessee oral or written notice of the condition and Lessee has had the opportunity to remedy the condition.

(ii)    Any delay to the extent caused by Lessor's Professionals or any other of Lessor's workers, contractors or subcontractors in preparing the plans and specifications or in performing Lessor's Construction shall not be a Lessee Delay, unless, and to the extent, such delay is occasioned by an act or omission of Lessee, Lessee's Professionals, Lessee's contractors, or any of their respective subcontractors, suppliers, employees, agents or representatives.

(iii)    If Lessor has failed to provide Lessee with sufficient information to enable Lessee to render its approval or disapproval or submission of requested information, then the number of days in which Lessee must respond to Lessor's requests for information shall be extended by the number of days reasonably necessary due to such failure, and the number of days in such extension shall not be deemed to be days constituting Lessee Delay. Lessee shall notify Lessor within three (3) business days after Lessor's request for information, if Lessee requires additional information to enable Lessee to render such approval or disapproval. All such written requests shall be sent by Lessor to Lessee by overnight mail Attention: Frank Campana. All of Lessor's requests for information from Lessee shall be accompanied with two (2) legible, clean copies of adequate supporting documentation sufficient for Lessee to approve or disapprove such information by the expiration of the ten (10) business day Lessee review period.

16. GUARANTY OF LEASE :

As security for the faithful performance and observance by Lessee of the terms, provisions and conditions of this Lease, Lessee shall deliver to Lessor simultaneously with the execution of this Lease, a Guaranty of Lease, annexed hereto as Exhibit

K executed and acknowledged by WYNDHAM WORLDWIDE CORPORATION (the "Guarantor"). If Guarantor is the subject of any bankruptcy, insolvency, receivership or creditors' proceedings, Lessee shall provide another guarantor(s) of this Lease, substantially in the form attached hereto as Exhibit K, or other form of security, satisfactory to Lessor, in substitution of, or in addition to, the Guarantor.

17. TERM shall mean the period commencing on the Commencement Date and ending on the Expiration Date, unless sooner terminated pursuant to the provisions of this Lease or unless extended pursuant to any option contained herein.

- END OF PREAMBLE -

For and in consideration of the covenants herein contained, and upon the terms and conditions herein set forth, Lessor and Lessee agree as follows:

1. DESCRIPTION :

Lessor hereby leases to Lessee, and Lessee hereby hires from Lessor the Premises and all appurtenances thereof.

2. TERM :

The Premises are leased for a term to commence on the Commencement Date, and to end at 11:59 p.m. on the Expiration Date, all as defined in the Preamble.

3. BASIC RENT :

Lessee shall pay to Lessor during the Term, the Fixed Basic Rent payable in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. The Fixed Basic Rent shall accrue at the Yearly Rate and shall be payable, in advance, commencing on the Rent Commencement Date and thereafter on the first day of each calendar month during the Term at the Monthly Installments, except that a proportionately lesser sum may be paid for the month during which the Rent Commencement Date occurs (or the Expiration Date occurs), if the Rent Commencement Date occurs on a day other than the first day of the month, in accordance with the provisions of this Lease herein set forth (or if the Expiration Date occurs on a day other than the last day of the month). Lessee shall pay Fixed Basic Rent, and any Additional Rent as hereinafter provided, to Lessor at Lessor's above stated address, or at such other place as Lessor may designate in writing, pursuant to Article 44, without demand and without counterclaim, deduction or set off, except as otherwise expressly provided to the contrary in this Lease. Unless otherwise specifically set forth in this Lease, Lessee shall have thirty (30) days after receipt of an invoice from Lessor to pay any nonrecurring charges of Additional Rent payable by Lessee under this Lease. The items of Additional Rent set forth in Article 23 of this Lease shall not be deemed "nonrecurring charges".

4. USE AND OCCUPANCY :

Lessee shall have the right to use and occupy the Premises for the Permitted Use as defined in the Preamble, and Lessee may use the Premises for ancillary supporting services to Building occupants, including, but not limited to, cafeteria, bank, credit union, ATM, hair and nail salon, company store, fitness center and nurse's station, subject, however, to Lessee's compliance with the Building's certificate of occupancy, (as the same may be amended in connection with any permitted alterations from time to time) and all zoning laws and other applicable governmental laws, ordinances, rules and regulations. Of the services provided to Building occupants, only a bank and/or credit union shall be permitted to be open to the public, it being understood that all other services are for the benefit of Building occupants only.

5. CARE AND REPAIR OF PREMISES/ENVIRONMENTAL :

(a) LESSEE'S OBLIGATIONS:

Lessee acknowledges and agrees that, except as expressly set out in this Lease: this is a net lease that is completely carefree to Lessor; that Lessor is not responsible during the Term for any costs, charges, expenses, and outlays of any nature whatsoever arising from or relating to the Premises, Building or Property, or the use and occupancy thereof, or the contents thereof, or the business carried on therein; and Lessee shall pay all costs, charges, expenses and outlays of every nature and kind relating to the Premises. Lessee shall take good care of the Premises, Building and Property and shall not do or suffer any waste thereon. Except as set forth in this Lease, Lessee shall promptly make all repairs to the Premises, Building and Property of every kind and nature, ordinary as well as extraordinary, structural as well as non-structural, foreseen as well as unforeseen, whether necessitated by legal requirements, wear, tear, obsolescence or defects, latent or otherwise, necessary to keep the Property, Building and Premises in good order and condition as a first-class property. Lessee shall keep all portions of the Premises, including without limitation, the fixtures and equipment thereof and the bathrooms and the lavatory facilities contained therein in good working order and in a clean and orderly condition. Lessee shall repair and maintain the Building's utility and mechanical systems, including the elevators, plumbing, electrical, life safety (including fire sprinklers), heating, ventilation and air conditioning systems and utility and sewer lines within the Building. Lessee shall replace, at Lessee's expense, all glass in and on the Premises which may become broken after the Commencement Date, unless such repairs are necessitated by a fire or other insured casualty and/or unless such repairs are covered by any applicable warranty. The term "repairs" shall include replacements, restorations, and/or renewals when necessary. All repairs made by Lessee shall be in accordance with all applicable legal

requirements and substantially equal in quality and workmanship to the original work. Except as otherwise set forth in this Lease, in no event shall Lessor have any obligation to make any repairs, replacements or alterations to the Property, Building or Premises, it being the intention of the parties hereto that Lessee assume all of the repair and maintenance obligations therein except as otherwise provided in this Lease, or unless any such maintenance or repairs are necessitated by any acts and/or omissions of Lessor, its employees, agents, contractors or invitees, in which case, Lessor shall bear the sole cost of such maintenance and repairs. If Lessee fails to perform any of its obligations under this Article within thirty (30) days after notice from Lessor (or in the case of an emergency such shorter period as is reasonably necessary under the circumstances), Lessor shall have the right but not the obligation to make such repair at the expense of Lessee and Lessee shall reimburse Lessor, as Additional Rent, for the cost of such repair within thirty (30) days after Lessee's receipt of an invoice therefor. In the event Lessor exercises such rights as set forth in the immediately preceding sentence, Lessor hereby agrees to indemnify, defend, pay on behalf of and hold harmless Lessee and its respective partners, joint venturers, directors, officers, invitees, agents, servants and employees (each, an " indemnitee " for purposes of this provision) from and against any loss, damage, liability, cost, claim or expense (including reasonable attorney's fees and disbursements) arising from or in connection with Lessor's negligence or willful misconduct in the exercise of such remedy, subject, however, in any event to the mutual releases and waivers of subrogation set forth in Section 30(f) of this Lease.

(b) LESSOR'S OBLIGATIONS:

Lessor, at its sole cost and expense, shall maintain and repair the utility and sewer lines outside of the Building to the point of connection maintained by the utility company(ies); unless any such maintenance or repairs are necessitated by any acts and/or omissions of Lessee, its employees, agents, contractors or invitees, in which case, Lessee shall bear the sole cost of such maintenance and repairs. In addition, during the course of construction, Lessor, at Lessor's sole cost shall repair damage caused by or resulting from any acts and/or omissions or Lessor, its employees, agents, contractors or invitees. To the extent that the cost of repairs set forth in this paragraph is covered by the applicable insurance covering the Property, then the party responsible for such costs shall be entitled to utilize the proceeds from such insurance for such costs.

Notwithstanding anything contained herein to the contrary, Lessor, at its sole cost and expense, shall make all repairs to the structure of the Building (which for purposes hereof, shall mean the footings, foundations, exterior walls, exterior windows (other than glass), load bearing interior walls, columns, and structural steel of the Building and roof structure and roof membrane). Notwithstanding the foregoing, to the extent that such structural repairs are necessitated by any acts or omissions of Lessee, its agents, employees, contractors or invitees, then such structural repairs shall be performed by Lessor at Lessee's sole cost and expense; provided, however, that Lessor shall first look to the applicable insurance proceeds, if any, with respect to such repair costs necessitated by any acts or omissions of Lessee, its agents, employees, contractors or invitees.

Lessor, at its sole cost and expense, shall acquire and provide a minimum of twenty (20) year roof material and workmanship warranty as part of the Base Building Work to be performed by Lessor in accordance with Exhibit C of this Lease. Lessor shall maintain and repair, at Lessee's sole cost and expense, flashing, flashing caulking, downspout clean outs and coping. Lessor, at Lessee's cost, shall employ a preventive maintenance program for the roof that is reasonably acceptable to Lessee. Lessee's operating cost obligations related to the roof maintenance program, including but not limited to, maintenance and repair of flashing, flashing caulking, downspout clean outs and coping, shall not exceed $8,500.00 for any calendar year. All other roof replacement, maintenance or repairs shall be performed by Lessor, at its sole cost and expense, unless such replacements or repairs are necessitated by any acts or omissions of Lessee, its agents, employees, contractors or invitees, in which event such repairs shall be performed by Lessor at Lessee's sole cost and expense provided, however, that Lessor shall first look to the applicable insurance proceeds and/or warranties, if any, with respect to such costs necessitated by any acts or omissions of Lessee, its agents, employees, contractors or invitees.

Lessor shall transfer to Lessee all warranties, in marked binders, for the Property and all systems, materials elements and drawings thereof, and provide copies of all plans, as-built plans and drawings (collectively, "Drawings"), at Lessor's sole cost and expense, whereupon Lessee shall be entitled to the benefit thereof. All Drawings shall be in a CAD/AUTOCAD format in the latest software version. If any warranty with respect to the construction of the Property is not assignable to Lessee, then Lessee shall have the right to cause Lessor to enforce same for the benefit of Lessee.

Lessor shall obtain a one (1) year warranty on materials and workmanship with respect to the Base Building Work commencing on the Rent Commencement Date. Notwithstanding anything to the contrary in this Lease, Lessee shall not be responsible for any maintenance or repairs to the Building or Property covered by such warranty.

Notwithstanding anything contained in this Lease to the contrary, Lessor shall be responsible, at its sole cost and expense, for compliance with all laws that require structural modification or structural alterations to the Premises, unless such compliance

is required by reason of Lessee's particular use or manner of use of the Premises (as opposed to the Permitted Use and ancillary supporting services permitted under this Lease), in which event, Lessee shall be responsible for such compliance at Lessee's sole cost and expense. If any changes in laws after the Commencement Date require capital expenditures (other than structural modifications) to be made to the Premises, then Lessor shall comply with such laws and the cost thereof shall be payable by Lessee as follows: the cost of such capital expenditures shall be amortized over the greater of (i) the useful life in accordance with generally accepted accounting principles or (ii) the remaining Term and the amount so amortized attributable to such compliance shall be included in Operating Costs pursuant to Article 23 hereof in each remaining Lease Year of the Term. For amortization purposes, applicable interest shall be the rate actually incurred by Lessor, not to exceed two (2) percentage points in excess of the prime rate charged by JP Morgan Chase Bank, or its successor, at the time of expenditure.

If (i) Lessor fails to perform any of its obligations under this Lease (other than by reason of Lessee's acts or omissions or Force Majeure, defined in Section 42 (a) hereof), (A) which failure materially interferes with Lessee's use of the Premises for the conduct of its business and (B) Lessor fails to commence to remedy such failure to perform within thirty (30) days from the date Lessee notifies Lessor of such failure or fails thereafter to continue diligently to correct such failure, and (ii)in the case of any such failure (A) Lessee again notifies Lessor after the expiration of such 30-day period of such failure and of Lessee's intention to cure same, which notice shall specify that such notice is being given in accordance with this Article, and shall contain the following statement in capitalized bold type: " IF YOU FAIL TO PERFORM THE OBLIGATION REFERENCED IN TIDS NOTICE WITIDN THE TIME PERIOD SPECIFIED IN ARTICLE 5 OF THE LEASE, WE SHALL EXERCISE OUR SELF-HELP REMEDIES UNDER THAT SECTION" and (B) such failure continues for not less than five (5) consecutive days from the date Lessor receives such second notice, provided that, in the case of a failure which for causes beyond Lessor's reasonable control cannot with due diligence be cured within such 5-day period, such 5 day period shall be extended for such period as may be necessary to cure such failure provided that Lessor shall be diligently prosecuting such cure, then at Lessee's election and as Lessee's sole remedy (if Lessee elects to exercise its self­ help rights hereunder), Lessee may take such actions as may be reasonably necessary to cure such failure and Lessor shall reimburse Lessee for the reasonable out-of-pocket costs incurred by Lessee in performing same within thirty (30) days after receipt by Lessor of a written statement from Lessee as to the amount of such costs, provided the performance of such obligation by Lessee does not adversely affect the structure, electrical, HVAC, plumbing or mechanical systems of the Building. Except as hereafter provided, under no circumstances shall Lessee have any set-off or deduction against Fixed Basic Rent or Additional Rent for any amount expended by Lessee pursuant to the preceding sentence; it being understood that Lessee's sole remedy hereunder shall be a separate claim against Lessor. For purposes hereof, Lessor shall be deemed to have commenced to cure a failure or service interruption if Lessor has begun to take such action as is reasonably practicable under the circumstances (e.g., inspecting the situation, calling necessary contractors, etc.), even though actual repairs may not have commenced. In the exercise of Lessee's rights under this Article, Lessee agrees that Lessee shall use only those contractors then on the approved list of contractors for the Building as such list may be furnished from time to time during the Term by Lessor to Lessee (provided that such a list has been furnished by Lessor to Lessee after Lessee's request therefor and a contractor on such list is available to proceed with reasonable promptness under the circumstances). Lessee shall have the right to add a contractor to this list at any time, subject to Lessor's reasonable consent. To the extent that Lessee does use a contractor on the approved list, such contractor's charges for the work shall be deemed to be reasonable. In the event Lessee exercises the self help remedies in accordance with this Article, Lessee hereby agrees to indemnify, defend, pay on behalf of and hold harmless Lessor and its respective partners, joint venturers, directors, officers, invitees, agents, servants and employees (each, an “indemnitee" for purposes of this provision) from and against any loss, damage, liability, cost, claim or expense (including reasonable attorney's fees and disbursements) arising from or in connection with Lessee's negligence or willful misconduct in the exercise of such self help remedies, including, without limitation, any accident, injury or damage whatsoever occurring in, about or to the Building or the structure, electrical, HVAC, plumbing or mechanical systems of the Building as a result of Lessee's performance of its self help remedies under this Article subject, however, in any event, to the mutual releases and waivers of subrogation set forth in Section 30f. of this Lease. In no event shall Lessee have any rights under this Article if the failure or service interruption was caused by any act, omission, negligence or willful misconduct of Lessee or any of its contractors, agents, employees, servants, licensees or invitees or if Lessee is in default under this Lease beyond applicable notice and grace periods. Notwithstanding the foregoing, in the event of an emergency, Lessee may utilize its self help rights herein with only notice as is reasonable under the circumstances. For purposes hereof, (i) an "emergency" shall mean an imminent threat to persons or an imminent threat of significant property damage; and (ii) "materially interfere with Lessee's use" shall mean that more than ten percent (10%) of the rentable area of the Building shall be rendered untenantable by reason of Lessor's failure to perform hereunder.

If Lessee exercises its rights pursuant to this Section 5(b) and Lessor disputes Lessee's assertion that Lessor defaulted in its obligations beyond the expiration of the applicable notice and cure periods, Lessee may submit the · dispute for arbitration in Morris County, New Jersey in accordance with the Rules of the American Arbitration Association (or its successor then existing) by a panel of three arbitrators. The determination in such arbitration proceeding will be conclusive upon the parties, and judgment upon any award or decision may be entered in any court having jurisdiction thereof. The costs, fees, and expenses of the arbitrators and the American Arbitration Association will be paid by the prevailing party in such arbitration. If the arbitrators rule that Lessor defaulted in its obligations under this Lease, Lessor shall reimburse Lessee for the reasonable costs and expenses actually incurred

by Lessee in curing such default within thirty (30) days after Lessor's receipt of a reasonably detailed statement, together with appropriate supporting documentation, establishing the amount of such costs and expenses. If Lessor fails to make such payment of the arbitration award pursuant to this paragraph within such thirty (30) day period or Lessor does not dispute Lessee's exercise of Lessee's self-help rights or the amounts expended by Lessee in exercising such rights, and provided that Lessee is not in default under this Lease beyond the expiration of applicable notice and cure periods, Lessee upon not less than thirty (30) days notice to Lessor (a copy of which notice shall be sent simultaneously to Lessor's mortgagee, if any), shall have the right to offset any such arbitration award or such amount that is not being disputed by Lessor against any payment of Fixed Basic Rent or Additional Rent otherwise payable under this Lease until all of the arbitration award or the amount not in dispute has been recouped by Lessee. Such notice by Lessee to Lessor shall contain a statement in bold, capitalized letters that "IF LESSOR FAILS TO PAY SUCH ARBITRATION AWARD (OR SUCH AMOUNT NOT IN DISPUTE) WITHIN THIRTY (30) DAYS OF RECEIPT OF THIS LETTER, LESSEE SHALL HAVE THE RIGHT TO OFFSET THE AMOUNT OF SUCH ARBITRATION AWARD AGAINST THE BASE RENT AND/OR ADDITIONAL RENT PAYABLE BY LESSEE TO LESSOR UNDER THE LEASE".

All work to be performed by either party hereunder shall be performed in a standard befitting a first class property, in accordance with all applicable legal requirements and substantially equal in quality and workmanship to the original work.

(c) ENVIRONMENTAL

(i) Compliance with Environmental Laws . Lessee shall, at Lessee's own expense, promptly comply with Environmental Laws (as defined in Section 5(c)(viii)) applicable to the Premises, Lessee, Lessee's operations at the Premises, or all of them. Notwithstanding the foregoing, in no event shall Lessee be responsible for environmental conditions affecting the Property and existing prior to the Commencement Date, or thereafter created by Lessor, its agents, employees or contractors, except to the extent such conditions are exacerbated by the negligence or willful misconduct of Lessee or a Lessee Representative (as defined in subparagraph (v) below), and Lessor, at Lessor's cost and expense, shall be responsible for compliance with Environmental Laws with respect to such conditions. Nothing contained herein shall be deemed to prohibit Lessee from utilizing de minimis quanities of ordinary office materials within the Building.

(ii) ISRA Compliance .

Lessee shall, at Lessee's own expense, comply with the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq ., the regulations promulgated thereunder and any amending or successor legislation and regulations ("ISRA") with respect to any ISRA triggering event caused by Lessee, to the extent ISRA is applicable to Lessee and Class A office buildings.

(iii)      Information to Lessor . At no expense to Lessor or Lessee as the case may be, Lessee and Lessor shall promptly provide each other with all information and sign all documents reasonably requested by Lessor or Lessee, as the case may be, with respect to compliance with Environmental Laws.

(iv)     Lessor Audit . Lessee shall permit Lessor and its representatives access to the Premises and the Property with reasonable advance notice at a reasonable time agreed to by Lessor and Lessee to conduct an environmental assessment, investigation and sampling at Lessor's sole cost and expense. If Lessee has violated any Environmental Laws or has created or exacerbated an environmental condition, the cost of such assessment, investigation and sampling shall be borne by Lessee.

(v)     Lessee Remediation . Should any assessment, investigation or sampling reveal the existence of any spill, discharge or placement of hazardous substances in, on, under, or about, or migrating from the Premises, the Building or the Land, as a result of the action or omission of Lessee or a "Lessee Representative", then Lessee shall, at Lessee's own expense, in accordance with Environmental Laws, undertake all action required by any governmental authority having jurisdictional authority with respect to the Property under the applicable Environmental Laws to the extent attributable to such action or omission by Lessee or a "Lessee Representative", including, without limitation, promptly obtaining and delivering to Lessor an unrestricted use Response Action Outcome from a Licensed Site Remediation Professional in accordance with Environmental Laws. For purposes of this Article, the term "Lessee's Representative" shall mean any officer, director, member, partner, employee, agent, licensee, assignee or sublessee of Lessee or any third party for whose acts Lessee is legally responsible. In no event shall any of Lessee's remedial action involve engineering or institutional controls, a groundwater classification exception area or well restriction area. Lessee's remedial action shall meet all governmental requirements in connection therewith for non-residential property. Promptly upon completion of all required investigatory and remedial activities, Lessee shall, at Lessee's own expense, to Lessor's reasonable satisfaction, restore the affected areas of the Premises or the Property, as the case may be, to their condition prior to the investigatory or remedial work.

(vi)     Environmental Questionnaire . Upon Lessor's request, contemporaneously with the signing and delivery of this Lease, and thereafter upon renewal of the Lease, if at all, Lessee shall complete, execute and deliver to Lessor an environmental questionnaire in the form attached to this Lease as Exhibit J.

(vii)     Environmental Documents and Conditions . For purposes of this Article, the term "Environmental Documents" shall mean all environmental documentation concerning the Premises or the Property, in the possession or under the control of Lessor or Lessee, including, without limitation, plans, reports, correspondence and submissions. During the Term of this Lease and subsequently, promptly upon receipt by Lessor or Lessee, such party shall deliver to the other party all Environmental Documents concerning or generated by or on behalf of the delivering party, whether currently or hereafter existing. In addition, each party shall promptly notify the other party of any release or violation of Environmental Laws of which such party has knowledge, which exist in, on, under, or about, or migrating from or onto the Building or the Property.

(viii)     Lessor's Right to Perform Lessee's Obligations . Notwithstanding anything to the contrary set forth in this Lease, in the event, pursuant to this Lease, Lessee is required to undertake any sampling, assessment, investigation or remediation with respect to the Premises or the Property, as the case may be, and Lessee fails to undertake the same as described herein, beyond the applicable notice and cure period, then, at Lessor's discretion, Lessor shall have the right at a time reasonably agreed to by Lessor and Lessee, to perform such activities at Lessee's expense, and all reasonable sums incurred by Lessor shall be paid by Lessee, as Additional Rent, upon demand. Notwithstanding the foregoing, if the anticipated cost of remediation exceeds $100,000.00, then Lessor may elect to perform such remediation, at Lessee's expense, upon written notice to Lessee, and Lessor shall have no obligation to give Lessee an opportunity to first undertake such remediation. In the event Lessor exercises the foregoing remedies, Lessor hereby agrees to indemnify, defend, pay on behalf of and hold harmless Lessee and its respective directors, officers, invitees, agents, servants and employees from and against any loss, damage, liability, cost, claim or expense (including reasonable attorney's fees and disbursements) arising from or in connection with Lessor's negligence or willful misconduct in the exercise of such remedies, subject however, in any event, to the mutual releases and waivers of subrogation set forth in Section 30(f) of this Lease.

Lessor represents and warrants that to Lessor's knowledge (i) the Property is in full compliance with Environmental Laws; (ii) there has not been any past or present release, discharge, emission, disposal or presence of Contaminants (defined in subsection (xi) hereof) at the Property; (iii) there are no Contaminants stored, located or present on the Property; (iv) the Property is not subject to any pending or threatened Environmental Action (hereinafter defined in this subsection); and (v) Lessor does not have knowledge or notice of any threatened or pending Environmental Action with respect to the Property.

For the purposes of this section, the following definitions will apply:

"Environmental Actions" refers to any complaint, summons, citation, notice (written or oral), investigation, directive order, claim, cause of action, action, litigation, investigation, judicial or administrative proceeding, judgment, letter or other communication from any governmental authority or any third party involving actual or alleged violations of Environmental Laws, the presence, or release into the environment or human exposure to any Contaminant from or onto the Premises or the environment.

"Environmental Laws" means all federal, interstate, state and local laws relating to pollution or protection of human health, safety or the environment (including, without limitation, ambient air, surface water, ground water, land surface, subsurface strata or natural resources), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of Contaminants, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Contaminants.

"Environmental Liabilities" means any monetary obligations, losses, liabilities (including strict liability), damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable out-of-pocket fees, disbursements and expenses of counsel, out-of-pocket expert and consulting fees and out-of-pocket costs for environmental site assessments, remedial investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any Environmental Action.

(ix)      Indemnity . Lessee shall indemnify, defend and hold harmless Lessor, Lessor's officers, directors, employees and personal or legal representatives from and against any and all claims, liabilities, losses, damages, penalties and costs, foreseen or unforeseen, including, without limitation, counsel, engineering and other professional or expert fees, which an indemnified party may incur resulting directly or indirectly, wholly or partly from Lessee's actions or omissions with regard to Lessee's obligations under this Article. Lessor shall indemnify, defend and hold harmless Lessee, Lessee's officers, directors,

employees and personal or legal representatives from and against any and all claims, liabilities, losses, damages, penalties and costs, foreseen or unforeseen, including, without limitation, counsel, engineering and other professional or expert fees, which an indemnified party may incur resulting directly or indirectly, wholly or partly from Lessor's actions or omissions with regard to Lessor's obligations under this Article or any environmental conditions affecting the Property prior to the Commencement Date or resulting from any act or omission of Lessor or any officer, director, member, partner, employee or agent of Lessor or any third party for whose acts Lessor is legally responsible.

(x)     Survival . This Article shall survive the expiration or earlier termination of this Lease. Lessee's and Lessor's failure to abide by the terms of this Article shall be restrainable or enforceable, as the case may be, by injunction.

(xi)      Interpretation . The obligations imposed upon Lessor and Lessee under subparagraphs (i) through (x) above are in addition to and are not intended to limit, but to expand upon, the obligations imposed upon Lessor and Lessee under this Article 5. As used in this Article, the term "Contaminants" shall include, without limitation, any regulated substance, toxic substance, hazardous substance, hazardous waste, pollution, pollutant, contaminant, petroleum, asbestos or polychlorinated biphenyls, as defined or referred to in any Environmental Laws. Where a law or regulation defines any of these terms more broadly then another, the broader definition shall apply.

6. ALTERATIONS, ADDITIONS OR IMPROVEMENTS :

(a) Lessee may, at its own expense, upon Lessor's prior consent, which consent shall not be unreasonably withheld, conditioned or delayed, make changes, alterations, additions or improvements to the Premises ("Alterations") and install Lessee's Property (as defined below in subsection (e)) in the Premises as will, in the judgment of Lessee, better adapt the same for its needs, provided that Lessee complies with the following provisions:

(i) The Alterations shall not result in a violation of any then applicable certificate of occupancy for the Building.

(ii) The outside appearance of the Building shall not be affected; and such Alterations shall not weaken or impair the structure, or materially lessen the value of the Building as determined by Lessor in its reasonable discretion. Any structural changes or alterations of the "Base Building" (as defined below) shall not be made without Lessor's consent which shall not be unreasonably withheld, conditioned or delayed. All such structural changes or Base Building alterations shall be performed using contractors satisfactory to Lessor in its reasonable discretion.

For purposes hereof, "Base Building" shall mean all portions of the Building for which Lessor is responsible to construct pursuant to Exhibit C hereof.

(iii) Lessee shall not install any materials, fixtures or articles or make any other improvements (other than such as would constitute Lessee's Property) which are subject to liens, conditional sales contracts, chattel mortgages or security interests.

(iv)    Lessee shall submit to Lessor three (3) copies of final plans and specifications of the Alterations promptly after written request by Lessor.

(v)    Upon completion of any Alterations (other than decorations) Lessee shall deliver to Lessor three (3) copies of "as-built" plans for such Alterations and "CAD" drawings promptly after written request by Lessor.

(b) Lessee agrees that all Alterations shall at all times comply with all applicable legal requirements and that Lessee, at its expense, shall (i) obtain and deliver a copy to Lessor of all necessary municipal and other governmental permits, authorizations, approvals and certificates for the commencement and prosecution of such Alterations and (ii) cause all Alterations to be performed in a good and workmanlike manner. Lessee, at its expense, shall promptly procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Alterations issued by any public authority having or asserting jurisdiction.

(c) Throughout the making of all Alterations (other than mere decorations), Lessee, at its expense, shall carry or cause its contractors to carry (i) workers' compensation insurance in statutory limits covering all persons employed in connection with such Alterations, and (ii) commercial liability insurance covering any occurrence in or about the Premises in connection with such Alterations which complies with the requirements of Article 30.

(d) Neither Lessor nor Lessor's agents shall be liable for any labor or materials furnished or to be furnished to Lessee upon credit, and no mechanics' or other liens for such labor or materials shall attach to or affect any estate or interest of Lessor in any part of the Property. Lessee shall indemnify Lessor against liability for any and all mechanics' and other liens filed in connection with Alterations. Lessee, at its expense, shall procure the discharge of any such lien within sixty (60) days after Lessee's receipt of notice of the filing thereof against any part of the Property. If Lessee shall fail to cause any such lien to be discharged within the period aforesaid, then, in addition to any other right or remedy, Lessor may discharge the same either by paying the amount claimed to be due or by deposit or bonding proceedings. Any amount so paid by Lessor, and all reasonable costs and expenses incurred by Lessor in connection therewith, shall be payable by Lessee within thirty (30) days following Lessee's receipt of Lessor's statement.

(e) Except for items of Lessee's personal property, furniture, furnishings signs, telecommunications equipment, IT equipment and trade fixtures ("Lessee's Property"), all Alterations and appurtenances attached to or built into the Premises at the commencement of or during the Term (other than vaults, Lessee's raised flooring and associated items or other items that are not standard office improvements), whether or not at the expense of Lessee, and whether or not Lessor's consent is required (collectively "Fixtures"), shall be and remain a part of the Premises and shall be deemed the property of Lessor as of the date such Fixtures are completed, attached to or built into the Premises. At the end of the Term, subject to subparagraph (f) of this Article, Lessor shall have the right to require Lessee, at Lessee's sole cost, to remove any Alterations that are not standard office improvements from the Building and repair any damage to the Building resulting from the installation of such Alteration or its removal. Fixtures shall include electrical, plumbing, heating and sprinkling equipment, fixtures, outlets, venetian blinds, partitions, gates, doors, paneling, molding, shelving, radiator enclosures, cork, rubber, linoleum and composition floors, ventilating, silencing, air conditioning and cooling equipment, and all fixtures, equipment and appurtenances of a similar nature or purpose. Any Alterations which shall involve the removal of any Fixtures essential to the operation of the Building shall be promptly replaced, at Lessee's expense and free of superior title, liens, security interests and claims, with like property, of at least equal quality and value.

(f) Notwithstanding the foregoing, Lessee shall not be required to remove (i) any of its initial Tenant Improvements to the Premises, including, but not limited to, the Work, as defined on Exhibit D, and any data and telecommunications cabling, fixtures and wiring; or (ii) any Alterations made after the initial Tenant Improvements unless (1) the Alterations (including the Work defined in Exhibit D) made are not standard office improvements, and (2) Lessor notifies Lessee at the time Lessor consents to such Alterations (or, as to Alterations not requiring consent, at Lessee's option, within ten (10) days after written request to Lessor by Lessee for a determination as to whether removal will be required), that Lessor shall require removal of such Alterations.

For purposes hereof, "not standard office improvements" shall mean raised flooring, interior staircases, vaults, elevators, modifications to the Base Building and unusual configuration for first class office space. Lessee shall repair any damage to the Premises resulting from such removal.

Nothing contained herein shall be deemed to require Lessee to remove any portion of the Base Building Work.

(g) Notwithstanding anything contained herein to the contrary, Lessor's consent shall not be required for any Alteration costing less than One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00), provided that such Alteration does not affect floor slabs, Building structural elements, the mechanical or utility systems or the exterior of the Building.

(h) Lessee shall not be required to post a bond or pay Lessor a supervisory fee in connection with any Alterations.

(i) Lessor shall notify Lessee within ten (10) business days after receipt of Lessee's notice therefor, whether Lessor consents to any Alteration(s). If Lessor fails to respond within such ten (10) business day period, Lessee may send Lessor a second notice which notice shall provide in capitalized and bold type letters that Lessor's failure to respond to such request within five (5) business days shall be deemed Lessor's consent to such Alteration(s), and if Lessor fails to respond to such request within five (5) business days after Lessor's receipt of such second notice, Lessor shall be deemed to have consented to such Alteration(s), in which case, such deemed consent shall also be deemed notification by Lessor that it requires removal of such Alteration (to the extent, if any, such Alteration is a "not standard office improvement") by the end of the Term at Lessee's expense under subsection (f) hereof.

7. ACTIVITIES INCREASING FIRE INSURANCE RATES :

Lessee shall not do or suffer anything to be done on the Premises which will substantially increase the rate of fire insurance on the Building above the rates typical for similar office uses.

8. ASSIGNMENT AND SUBLEASE :

Provided Lessee is not in default of any provisions of this Lease beyond the expiration of the applicable notice and cure periods, Lessee may assign or sublease the within Lease to any party subject to the following:

(a) In the event Lessee desires to assign this Lease to any other party or sublease all of the Premises (as opposed to a portion thereof) from time to time, the terms and conditions of such assignment or such sublease, as the case may be, shall be communicated to Lessor in writing no less than twenty-five (25) days prior to the effective date of any assignment or sublease. In either of the foregoing instances, prior to the effective date thereof, Lessor shall have the option, exercisable in writing to Lessee, to: (i) recapture all of the Premises ("Recapture Space") so that such prospective assignee or sublessee shall, as of such proposed effective date, then become the lessee of Lessor hereunder, and the prior Lessee shall be fully released from any and all obligations with respect to the Recapture Space; or (ii) recapture the Recapture Space for Lessor's own use and, as of such proposed effective date, Lessee shall be fully released from any and all obligations hereunder thereafter arising with respect to the Recapture Space.

(b) Subject to Lessor's recapture right with respect to a sublease for all of the Premises, Lessee may sublease all or any portion of the Premises, from time to time, without obtaining Lessor's prior written consent. In addition, for purposes of clarification, Lessor shall have no right of recapture with respect to a proposed sublease for only a portion of the Premises. With respect to an assignment, Lessee may assign this Lease, subject to the Lessor's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Except as herein provided, any assignment or sublease by Lessee (including those subleases for which Lessor's consent is not required) shall be on the basis of the following terms and conditions:

(i)    The Lessee shall provide to the Lessor the name and address of the assignee or sublessee.

(ii)    The assignee shall assume, by written instrument, all of the obligations of this Lease, and a copy of such assumption agreement shall be furnished to the Lessor within ten (10) days of its execution. Any sublease shall expressly acknowledge that said sublessee's rights against Lessor shall be no greater than those of Lessee. Lessee further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by any person claiming through or under Lessee shall or will be made except upon compliance with and subject to the provisions of this Article 8 (but, in any event, not subject to any right of recapture by Lessor and not subject to the prior consent of Lessor).

(iii)    Each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of default by Lessee under this Lease beyond the expiration of the applicable notice and cure periods, Lessor may, at its option, take over all of the right, title and interest of Lessee, as sublessor, under such sublease, and such sublessee shall, at Lessor's option, attorn to Lessor pursuant to the then executory provisions of such sublease, except that Lessor shall not (i) be liable for any previous act or omission of Lessee under such sublease or, (ii) be subject to any offset not expressly provided in such sublease which theretofore accrued to such sublease to which Lessor has not specifically consented in writing or by any previous prepayment of more than one month's rent.

(iv)    Except as hereafter provided, Lessee and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Fixed Basic Rent and Additional Rent reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. Notwithstanding the foregoing, the continued liability of an assignor subsequent to an assignment of this Lease of any entity that was "Lessee" hereunder shall not be increased by any amendment or modification of this Lease, only to the extent that any such amendment or modification of this Lease increases the liability of such entity and/or increases the monetary obligations of such entity; provided, however that an assignor shall remain liable for any increase in liability or monetary obligations resulting from (i) Lessee's exercise of any option provided in this Lease and/or (ii) any amendment and/or modification of this Lease between Lessor and an Affiliate of any such assignor.

(v)    The Lessee and any assignee shall promptly pay to Lessor fifty percent (50%) of any consideration received for any assignment and/or fifty percent (50%) of the rent, as and when received, in excess of the rent required to be paid by Lessee for the area sublet computed on the basis of an average square foot rent for the square footage Lessee has leased, after deducting therefrom the reasonable, direct out of pocket costs incurred by Lessee in connection with such assignment or subletting, including reasonable attorney's fees, brokerage commissions, tenant improvements performed for such assignee or subtenant at Lessee's cost and the fair value of any property sold by Lessee to the assignee or subtenant. Notwithstanding the foregoing, the term "consideration" as used in this subsection shall not include any amounts attributable to the fair value of business goodwill, personal property transferred, or the sale of the business, stock or assets of Lessee (but shall include the fair

value attributable to Lessee's leasehold estate hereunder) In any event, this subsection shall not apply to a transfer described in Section 8(c) below.

(vi)    In any event, the acceptance by the Lessor of any rent from the assignee or from any of the subtenants or the failure of the Lessor to insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Lessee herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease.

(vii)    Intentionally omitted.

(viii)    The proposed assignee or sublessee is not then an occupant of any part of the Building or any other building that is within the Mack-Cali Business Campus and then owned by Lessor, unless the assignee or sublessee will be using the Premises for expansion and/or for relocation of personnel not located in the Building or such buildings and Lessor (or an affiliate of Lessor) does not have reasonably equivalent space in the Mack-Cali Business Campus to accommodate such proposed assignee or sublessee. In any event, this subsection shall not apply to a transfer described in Section 8(c) below.

(ix)    The proposed assignee or subtenant is not an entity or a person with whom Lessor is or has been, within the preceding four (4) month period, negotiating to lease space in the Mack-Cali Business Campus. In any event, this subsection shall not apply to a transfer described in Section 8(c) below.

(x)    There shall not be more than six (6) subtenants in the Building.

(xi)    Lessee shall not publicly (e.g. newspapers or trade media) advertise the subtenancy for less than the then current market rent per rentable square foot for the Premises as though the Premises were vacant; provided that this shall not prohibit Lessee from subleasing for less than such market rental or from communicating its proposed rental charges to interested entities or their brokers.

(xii)    Lessee shall not have publicly advertised the availability of the Premises without prior notice to Lessor;

(xiii)    The proposed assignee or subtenant shall only use the Premises for general offices and shall not be engaged in any of the following businesses at the Premises:

(a) educational, including but not limited to, instructional facilities and correspondence schools, other than training/ educational classes for employees and franchisees, provided that the proposed assignee or subtenant may be an educational institution utilizing the Premises for administrative offices;

(b) employment agencies, except to support Lessee's operations;

(c) model agencies;

(d) photographic studios or laboratories;

(e) spas, health, physical fitness or exercise salons, other than for employees only;

(f) intentionally omitted;

(g) construction offices;

(h) medical or dental facilities, including professional offices, treatment facilities, dispensaries or laboratories, except for medical services to Building occupants only;

(i) federal, state or local government offices;

(j) so-called boiler room operations (provided, however, that a call center shall be permitted);

(k) retail stock brokerage offices;

(1) religious organizations making facilities available to congregations for uses other than business purposes; and

(m)    executive shared office suite use.

(xiv)    The proposed assignee or subtenant shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to the service of process in, and the jurisdiction of, the state courts of New Jersey.

(xv)    Lessor shall require a FIVE HUNDRED AND 00/100 DOLLAR ($500.00) payment to cover its handling charges for each request for consent to any assignment prior to its consideration of the same. Lessee acknowledges that its sole remedy with respect to any assertion that Lessor's failure to consent to any assignment is unreasonable shall be the remedy of specific performance and Lessee shall have no other claim or cause of action against Lessor as a result of Lessor's

actions in refusing to consent thereto, plus reasonable attorney's fees if Lessee prevails. Lessee's waiver as to no other claims or causes of action as a result of Lessor's actions in refusing to consent hereunder shall not apply if it is judicially determined that Lessor acted in bad faith or maliciously with respect to its refusal to consent hereunder. The parties agree that the question of Lessor's reasonableness in refusing to consent hereunder may be submitted to expedited arbitration in accordance with the rules of the office of the American Arbitration Association (or any successor) nearest to the Building. In any event, the handling charges set forth in this subsection shall not apply to a transfer described in Section 8(c) below.

(xvi)    Within twenty (20) days after Lessor receives Lessee's notice requesting Lessor's consent to a specific assignment, Lessor shall notify Lessee whether Lessor consents to such assignment. If Lessor denies Lessee's request for consent to a specific assignment, Lessor shall specify in writing, the reason(s) therefor. If Lessor fails to respond within such twenty (20) day period, Lessee may send Lessor a second notice which notice shall provide in capitalized and bold type letters that Lessor's failure to respond to such request within five (5) business days shall be deemed Lessor's consent to such assignment, and if Lessor fails to respond to such request within five (5) business days after Lessor's receipt of such second notice, Lessor shall be deemed to have consented to such assignment.

(xvii)    Lessee shall have the absolute right to assign this Lease to an Affiliate without the consent of Lessor, and without application of subsection (a) or subsections (b) (v), (viii), (ix) or (xv) of this Article 8; provided however, that the Affiliate assignee, together with Guarantor (and any assignor continuing to have primary liability as tenant under this Lease, provided that such assignor has waived its rights under Section 8b.(iv)) has a combined net worth, computed in accordance with generally accepted accounting principles at least equal to $100,000,000.00.

(c) If Lessee is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of Subsection a. shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Lessee as if such transfer of stock (or other mechanism) which results in a change of control of Lessee were an assignment of this Lease, and if Lessee is a partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; but said provisions shall not apply to transactions (i.e, such transactions shall not be subject to the requirements for Lessor's consent, or Lessor's right to recapture) with a corporation into or with which Lessee is merged or consolidated or to which all or substantially all of Lessee's assets or equity ownership interests are transferred, provided that in the event of such merger, consolidation or transfer of all or substantially all of Lessee's assets (i) the successor to Lessee, together with Guarantor, has a combined net worth computed in accordance with generally accepted accounting principles at least equal to $100,000,000.00, and (ii) proof satisfactory to Lessor of such net worth shall have been delivered to Lessor at least 10 days prior to the effective date of any such transaction.

Lessee may assign this Lease or sublet any portion or all the Premises to any corporation, partnership, trust, association or other business organization directly or indirectly controlling or controlled by Lessee or under common control with Lessee, or to any successor by merger, consolidation, corporate reorganization or acquisition of all or substantially all of the assets of Lessee provided that any such successor by merger, consolidation, corporate reorganization or acquisition of assets, together with Guarantor, has a combined net worth at the time of such merger, consolidation, reorganization or acquisition (herein, "Merger") equal to or greater than $100,000,000.00, without application of subsection (a) or subsections (b) (v), (viii), (ix) or (xv) of this Article 8. Without limiting the foregoing, Lessee may also permit occupancy by any Affiliate without formal sublease or assignment and such occupancy shall not be deemed to be subject to the provisions of this Article. Lessee may also by license, sublease or other agreement allow vendor/partners and/or service providers ("Lessee's Vendors") to occupy space in the Premises for the sole purpose of providing services solely to Lessee, Lessee's Affiliates (hereinafter defined in Section 42(c) and/or Building occupants (including, but not limited to, cafeteria, health and fitness center, miscellaneous vendors, hair salon, nail salon, credit union/bank, copying center, dry cleaner (pick-up only), medical center, company store, travel consultants, temp agency, limo service and IT consultants) and such agreements shall not be deemed to be subleases or subject to or governed by this Article 8. Any other assignment of this Lease or subleasing of all of the Premises beyond those described in this Section 8(c) shall be subject to Lessor's approval, which approval shall not be unreasonably withheld, conditioned or delayed as set forth in this Article 8. For purposes of this Article 8, subleasing of at least 90% of the Premises shall be deemed a subletting "of all of the Premises".

(d) In the event that any or all of Lessee's interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Lessee, or to Lessee as a debtor in possession, and subsequently any or all of Lessee's interest in the Premises and/or this Lease is offered or to be offered by Lessee or any trustee, receiver, or other representative or agent of Lessee as to its estate or property (such person, firm or entity being hereinafter referred to as the

"Grantor"), for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Lessor (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Lessor has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Lessor in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following Grantor's determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Lessor has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein.

Lessor shall have thirty (30) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Lessee's interest by such Disposition, and the exercise of the option by Lessor shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Lessor to, accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Lessor. In the event Lessor accepts such offer of first refusal, the transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Lessor. In the event Lessor rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two percent (2%) of the price sought by Grantor or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Lessor hereunder.

(e) Without limiting any of the provisions of Articles 12 and 13, if pursuant to the Federal Bankruptcy Code (herein referred to as the "Code"), or any similar law hereafter enacted having the same general purpose, Lessee is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one year's Fixed Basic Rent plus an amount equal to the Additional Rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Lessor for the balance of the Term, without interest, as security for the full performance of all of Lessee's obligations under this Lease.

(f) Except as specifically set forth above, no portion of the Premises or of Lessee's interest in this Lease may be acquired by any other person or entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Lessee, nor shall Lessee pledge its interest in this Lease or in any security deposit required hereunder.

(g) Lessor agrees that neither Lessor, nor any Affiliate (as defined in Section 42(c) of Lessor, shall deny its consent to any proposed subletting by any other tenants in the Mack-Cali Business Campus to Lessee for the sole reason that Lessee is an existing tenant of Lessor or is or has been negotiating for space with Lessor. Nothing contained herein shall be deemed to prohibit Lessor, or an Affiliate of Lessor, from exercising any recapture rights Lessor may have under the leases with such other tenants or from denying its consent to a subleasing to Lessee for any other reason other than the fact that Lessee is an existing tenant of Lessor.

(h) Notwithstanding anything contained herein, Lessee shall have the right, without being required to obtain the consent of Lessor or being subject to Lessor's recapture rights hereunder, to permit portions of the Premises to be used under so called "Desk Sharing" arrangements by persons or entities which have an independent business relationship with Lessee, other than landlord/tenant or sublandlord/subtenant (any such person or entity, a "User"), and which User shall only use desk space in the Premises for the purposes permitted by this Lease, and subject to and in compliance with the following terms and conditions:

(1) A User shall have no rights under this Lease;

(2) no separate entrances to the Premises from public areas shall be constructed to access the space used by any User;

(3) any breach or violation of this Lease by a User shall be deemed to be and shall constitute a breach or violation by Lessee under this Lease, and any act or omission of a User shall be deemed to be and shall constitute the act or omission of Lessee under this Lease;

(4) the right of a User to occupy a portion of the Premises shall not be deemed to be an assignment of, or sublease under, this Lease and any occupancy of the Premises shall automatically terminate upon expiration or earlier termination of this Lease;

(5) Lessee hereby indemnifies and holds harmless Lessor, any lessor and any mortgagee against loss, claim or damage (excluding consequential) arising from the acts or omission of any User; and

(6) no User shall be entitled, directly or indirectly, to diplomatic or sovereign immunity, and each User shall be subject to the service of process at and the jurisdiction of the courts of, the State of New Jersey.

(i)    Lessor agrees that, within thirty (30) days following the written request of Lessee and provided that no default by Lessee exists beyond any applicable grace period, Lessor shall enter into a non-disturbance, recognition, and attornment agreement reasonably satisfactory to Lessor (''Nondisturbance Agreement") with a Qualifying Subtenant, as hereinafter defined, pursuant to which Lessor shall agree that if this Lease is terminated prior to the scheduled Expiration Date as a result of a default by Lessee hereunder (unless caused by a default by the Qualifying Subtenant), Lessor shall not disturb the Qualifying Subtenant's possession under the Qualified Sublease, as hereinafter defined, and shall otherwise recognize the Qualifying Subtenant's right to continued possession of the portion of the Premises subleased to such Qualifying Subtenant, subject to the terms and conditions set forth herein. The Nondisturbance Agreement shall contain the following conditions:

(i) Notwithstanding anything to the contrary in the Qualifying Sublease, in the event of a termination of this Lease, the Qualifying Subtenant shall pay to Lessor a per square foot Fixed Basic Rent that shall be the greater of: (x) the per square foot Fixed Basic Rent otherwise payable by Lessee under this Lease at the time of the Lease termination, or (y) the per square foot Fixed Basic Rent otherwise payable by the Qualifying Subtenant under the Qualifying Sublease at the time of the Lease termination, or (z) the then fair market rent for the subleased premises. The Qualifying Subtenant shall attorn to Lessor, as its lessor, and such attornment shall be effective and self-operative without the execution of any further instruments on the part of either party;

(ii) Notwithstanding anything to the contrary in the Qualifying Sublease, in the event of a termination of this Lease, the Qualifying Subtenant will perform and abide by the same obligations under this Lease as Lessee with respect to the subleased premises under the Qualifying Sublease, including, but not limited to, the obligation to pay Fixed Basic Rent and Additional Rent, provided however that Qualifying Subtenant will have no right to exercise any of the extension options under Section 52 hereof, the right of first offer options under Sections 53 and 54 hereof, or any other similar options that may be included in this Lease;

(iii) Notwithstanding anything to the contrary in the Qualifying Sublease, in the event of a termination of this Lease, Lessor's obligations or liability as sub­ landlord under the Qualifying Sublease will not be greater than Lessor's obligations or liability under this Lease. In addition, Lessor shall not be: (i) liable for any previous act or omission by Lessee under any such sublease; (ii) subject to any offset of rent or defenses that shall thereunto have accrued to any such sublessee against Lessee; (iii) bound by any previous prepayment of rent made by any such Qualified Subtenant to Lessee, unless such prepayment was actually received by Lessor; (iv) liable to Qualified Subtenant for any security deposit made by any such Qualified Subtenant to Lessee, unless such security deposit was actually received by Lessor; (v) liable for any representations or warranties given or made by Lessee to Qualified Subtenant; and (vi) Lessor's liability under such Qualified Sublease shall be limited as set forth in Section 40 of this Lease and as otherwise set forth in this Lease.

(iv)    Notwithstanding anything to the contrary in the Qualifying Sublease, in the event of a termination of this Lease, Lessor will have the right, at its option, to require that the Qualifying Subtenant enter into a new lease directly with Lessor for the subleased premises for the remainder of the term of the sublease consistent with the rights and obligations of Lessor and the Qualifying Subtenant under the provisions of this Section 8(i), in which event the Qualifying Sublease will become null and void. In the event Lessor and Qualifying Subtenant enter into a direct lease pursuant to this subparagraph, Lessor will not be liable for any commission due to a broker with whom Lessee or the Qualifying Subtenant has dealt, and the Qualifying Subtenant shall indemnify, defend, and hold harmless Lessor and its additional insureds from and against all threatened or asserted claims, liabilities, costs or damages (including, without limitation, reasonable attorney's fees and disbursements) which may be asserted against or incurred by Lessor as a result of any claim of any broker in connection therewith.

For the purposes of this Section 8(i), the following definitions shall apply:

(1) A "Qualifying Subtenant" shall mean a subtenant, as of the date of the execution of the Nondisturbance Agreement and as of the Lease termination:

(A) that complies with all requirements of this Section 8(i);

(B) is not an Affiliate of Lessee;

(C) is an "investment grade" credit (i.e., BBB or higher as rated by Standard and Poors), or if such subtenant is not otherwise rated, has at such time a "shadow rating" (as determined using the same criteria utilized by Standard and Poors, Moodys or in the event neither entity remains in existence, such other rating agency generally recognized by the investment banking industry reasonably acceptable to Lessor) that is an "investment grade" credit;

(D)    is not in default of any of its obligations under a Qualifying Sublease.

(2) A "Qualifying Sublease" shall mean a sublease with a Qualifying Subtenant:

(A) that complies with all requirements of this Section S(i); and

(B) under which the subleased premises consists of at least one-half (1/2) of the rentable floor area of a floor of the Building and with entrances separate from the balance of the Premises (which balance of the Premises constitutes a contiguous unit) and with separate or submetered electrical service.

9. COMPLIANCE WITH RULES AND REGULATIONS:

Lessee shall observe and comply with the rules and regulations hereinafter set forth in Exhibit B attached hereto and made a part hereof and with such further rules and regulations as Lessor may reasonably prescribe for the safety, care and cleanliness of the Building and the comfort, quiet and convenience of other occupants of the Building. Lessee, shall not place a load upon any floor of the Premises exceeding the floor load per square foot area which it was designed to carry and which is allowed by law. Lessor reserves the right to prescribe the weight and position of all safes, business machines and mechanical equipment. Such installations shall be placed and maintained by Lessee, at Lessee's expense, in settings sufficient, in Lessor's reasonable judgment, to prevent damage to the Premises.

10. DAMAGES TO BUILDING :

(a) If the Building is damaged by fire or any other cause to such extent the cost of restoration, as reasonably estimated by Lessor, will equal or exceed fifty percent (50%) of the replacement value of the Building (exclusive of foundations) just prior to the occurrence of the damage, then Lessor may, no later than the thirtieth (30th) day following the date of damage, give Lessee a notice of election to terminate this Lease, or if restoration of the damage will require more than twelve (12) months to complete based upon the reasonable estimate of Lessor's architect/engineer (a copy of which shall be delivered by Lessor to Lessee within sixty (60) days after the date of such damage), or if such damage is not fully repaired and reasonable access to the Premises restored within twelve (12) months from the date of damage, then, in any such event Lessee may, no later than the thirtieth (30th) day following the date of Lessee's receipt of the estimate of the architect/engineer or following the end of said twelve (12) month period, give Lessor a notice of election to terminate this Lease. In either of said events, this Lease shall be deemed to terminate on the thirtieth (30th) day after the giving of said notice, and Lessee shall surrender possession of the Premises within thirty (30) days thereafter, and the Fixed Basic Rent and any Additional Rent, shall be apportioned as of the date of said surrender, and any Fixed Basic Rent or Additional Rent paid for any period beyond said date shall be repaid to Lessee (such obligation to survive the termination of this Lease). If the cost of restoration shall not entitle Lessor to terminate this Lease, or if, despite the cost, Lessor does not elect to terminate this Lease, Lessor shall restore the Building with reasonable promptness and Lessee shall have no right to terminate this Lease, except as set forth above. The time period set forth above for completion of the restoration shall be extended for Force Majeure (as hereinafter defined), which extension for Force Majeure shall not exceed sixty (60) days. Lessor need not restore Lessee's trade fixtures and personal property, e.g. workstations, furniture, office equipment, etc. Without limiting the foregoing, any improvements that were installed by Lessee as permitted in this Lease, and any improvements that were, installed by Lessor and became either Lessor's or Lessee's property upon, installation pursuant to the terms of this Lease, shall be insured by Lessee and restored by Lessor to the extent such insurance proceeds are made available to Lessor. Notwithstanding anything contained herein to the contrary, if the Building is damaged by uninsured cause, or if the proceeds of insurance are insufficient to, pay for the repair of any damage to the Building, Lessor will have the option, either to elect to repair the damage or terminate this Lease, and Lessor shall elect such option no later than sixtieth (60th) day following the date of damage.

In any case in which use of the Property is affected by any damage thereto, there shall be either an abatement or an equitable reduction in Fixed Basic Rent and Additional Rent, depending on the period for which and the extent to which the Property are not reasonably usable by Lessee for its business operations at the Property. The words "restoration" and "restore" as used in this Article shall include repairs and the words "repair" and "repairs" as used in this Article shall include restoration.

(b) Notwithstanding anything in this Lease to the contrary, Lessee shall have the right to negate any notice of termination given by Lessor under this Article 10. To exercise such right, Lessee must notify Lessor that it is negating such termination (the "Termination Declination Notice") within thirty (30) days after Lessee's receipt of the notice of termination from Lessor, time being of the essence in the giving of such notice. The Termination Declination Notice from Lessee shall contain an undertaking to restore the Building so as to make the Building at least equal in value to the Building existing immediately prior to the occurrence and as similar to it in character as is practicable and reasonable. Lessor (or, if applicable, Lessor's mortgagee) will apply and make available to pay to Lessee the net proceeds of any fire or other casualty insurance paid to Lessor (or Lessor's mortgagee), after deduction of any costs of collection, including attorneys' fees, 'for repairing or rebuilding as the same progresses. Payments will be made against properly certified vouchers of an architect licensed in the State of New Jersey in charge of the work and delivery to Lessor (and Lessor's mortgagee) such other reasonable documentation that Lessor and Lessor's mortgagee shall reasonably require and approved by Lessor and Lessor's mortgagee. Lessor will make the insurance proceeds available to be applied towards each payment to be made by or on behalf of Lessee, for the repairing or rebuilding of the Building, under a schedule of payments to be made by Lessee and approved by Lessor and Lessor's mortgagee, an amount in such proportion to the payment by Lessee as the total net amount received by Lessor (or Lessor's mortgagee) from insurers bears to the total estimated cost of the rebuilding or repairing. Lessor, however, may withhold from each amount so to be paid by Lessor (or Lessor's mortgagee) ten percent (10%) of the amount until the work of repairing or rebuilding is completed and proof has been furnished to Lessor (and Lessor's mortgagee) that no lien or liability has attached or will attach to the Property or to Lessor (or Lessor's mortgagee) in connection with the repairing or rebuilding. Upon the completion of rebuilding and the furnishing of the following documentation, the balance of the net proceeds of the insurance will be paid to Lessee upon delivery of: (i) Copy of the Certificate of Occupancy (temporary and permanent) issued by the local construction official; (ii) AIA Document G704, Certificate of substantial completion issued and signed by Lessee's architect; (iii) final release of lien statements from the general and all sub-contractors associated with the work; (iv) a set of reproducible drawings of the plans and a "CAD" file (in .DWG or .DXF format) of the "As-Built" plans; and (v) copies of paid invoices evidencing the cost of the work.

If the proceeds of insurance are paid to the holder of any mortgage on Lessor's interest in the Building, Lessor and Lessor's mortgagee will make available net proceeds of the insurance in accordance with the provisions of this subsection (b). Before beginning the repairs or rebuilding, or letting any contracts in connection with the repairs or rebuilding, Lessee will submit for Lessor's and Lessor's mortgagee's approval, which approval each party will not unreasonably withhold or delay, complete and detailed plans and specifications for the repairs or rebuilding and the list of all contractors and subcontractors. Promptly after receiving Lessor's and Lessor's mortgagee's approval of those plans and specifications and the approval of all contractors and subcontractors (which consent shall not be unreasonably withheld, conditioned or delayed), Lessee will begin the repairs or rebuilding and will prosecute the repairs and rebuilding to completion with diligence, subject, however, to Force Majeure and other causes beyond Lessee's reasonable control. Lessee will obtain and deliver to Lessor and Lessor's mortgagee a temporary or final certificate of occupancy before the Premises are reoccupied for any purpose. The repairs or rebuilding will be completed free and clear of mechanics' or other liens, and in accordance with all applicable laws affecting the repairs or rebuilding, and also in accordance with all requirements of the insurance rating organization, or similar body, and of any liability insurance company, insuring Lessor against liability for accidents related to the Building. Any remaining proceeds of insurance after the restoration will be Lessee's property.

During the progress of the repairs or rebuilding, Lessor, Lessor's mortgagee and their respective architects and engineers may, from time to time, inspect the Building and will be furnished, if required by them, with copies of all plans, shop drawings, and specifications relating to the repairs or rebuilding. Lessee will keep all plans, shop drawings, and specifications at the Building, and Lessor, Lessor's mortgagee and their respective architects and engineers may examine them at all reasonable times. If, during the repairs or rebuilding, Lessor, Lessor's mortgagee and their architects and engineers determine that the repairs or rebuilding are not being done in accordance with the approved plans and specifications (except to a de minimis extent), Lessor will give prompt notice in writing to Lessee, specifying in detail the particular deficiency, omission, or other respect in which Lessor claims the repairs or rebuilding do not accord with the approved plans and specifications. Upon the receipt of that notice, Lessee will cause corrections to be made to any deficiencies, omissions, or other respect. Lessee's obligations to supply insurance, according to Article 30 hereof will be applicable to any repairs or building under this paragraph.

The charges of any architect or engineer employed by Lessor (and/or Lessor's mortgagee) to pass upon any plans and specifications and to supervise and approve any construction, or for any services rendered by the architect or engineer to Lessor as contemplated by any of the provisions of this Lease, will be paid by Lessee as a cost of the repair or rebuilding or, if applicable, the insurance proceeds. The fees of the architect or engineer will be those that are customarily paid for comparable services.

No Rent Abatement . If Lessee undertakes the restoration of the Building hereunder, the Fixed Basic Rent and Additional Rent will not abate pending the repairs or rebuilding except to the extent to which Lessor receives a net sum as proceeds of any rent insurance.

Lessor and Lessee acknowledge that, with respect to the SNDA to be provided by any future mortgagee or ground lessor, the terms of Article 15 regarding subordination specifically require that, under the provisions of such SNDA and subject to the commercially reasonable conditions of Lessor's mortgagee and/or ground lessor, if any, all insurance proceeds from the Building insurance shall be used first towards the restoration of the Property in the manner described in this Article 10; provided, however, that if there shall remain less than one (1) year in the Term after the estimated date of completion of the restoration of the Property, Lessor's mortgagee or ground lessor, as the case may be, shall have no obligation to make such insurance proceeds available for the restoration of the Property. However, if Lessor's mortgagee or ground lessee, elects not to make such insurance proceeds available for the restoration of the Property as set forth in the immediately preceding sentence and Lessee's Option to Extend the Term pursuant to Article 52 is exercisable by Lessee, then Lessee may negate Lessor's mortgagee's or ground lessor's election not to make sure insurance proceeds available by timely exercising Lessee's Option to Extend pursuant to Article 52.

11. EMINENT DOMAIN :

If Lessee's use of the Premises is materially affected due to the taking by eminent domain of (a) the Premises or any part thereof or any estate therein, including a material portion of the parking area(s); or (b) any other part of the Building; then, in either of such events, this Lease shall terminate on the date when title vests pursuant to such taking; provided, however, if the parking area is taken by eminent domain, Lessor shall have the right, but not the obligation, to provide substitute parking within the Mack-Cali Business Campus, including, if reasonably necessary, providing adequate shuttle service for the benefit of the Building's occupants, at Lessor's cost and expense. If Lessor is able to provide such substitute parking, then this Lease shall continue in full force and effect. The Fixed Basic Rent, and any Additional Rent, shall be apportioned as of said termination date and any Fixed Basic Rent or Additional Rent paid for any period beyond said date, shall be repaid to Lessee within thirty (30) days after the effective date of such termination. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee' may file a separate claim for any taking of fixtures and improvements owned by Lessee including Lessee's Property, damages for cessation or interruption of Lessee's business and for moving expenses, provided the same shall, in no way, affect or diminish Lessor’s award. In the event of a partial taking which does not effect a termination of this Lease but does deprive Lessee of the use of a portion of the Premises, there shall be an equitable reduction of the Fixed Basic Rent and Additional Rent.

12. INSOLVENCY OF LESSEE :

Either (a) the appointment of a receiver to take possession of all or substantially all of the assets of Lessee, or, (b) a general assignment by Lessee for the benefit of creditors, or, (c) any action taken or suffered by Lessee under any insolvency or bankruptcy act, shall constitute a default of this Lease by Lessee, and Lessor may terminate this Lease forthwith and upon notice of such termination Lessee's right to possession of the Premises shall cease, and Lessee shall then quit and surrender the Premises to Lessor but Lessee shall remain liable as hereinafter provided in Article 14 hereof. Notwithstanding the foregoing, Lessee shall have sixty (60) days after the filing of an involuntary bankruptcy petition to have such petition dismissed.

13. LESSOR’S AND LESSEE’S REMEDIES ON DEFAULT :

If Lessee defaults in the payment of Fixed Basic Rent, or any Additional Rent, or defaults in the performance of any of the other covenants and conditions hereof or permits the Premises to become deserted, abandoned or vacated (which shall not be deemed to have occurred if Lessee continues to pay rent and to otherwise comply with its obligations under this Lease), Lessor may give Lessee notice of such default, and if Lessee does not cure any Fixed Basic Rent or Additional Rent default within five (5) days or other default within thirty (30) days after giving of such notice (or if such other default is of such nature that it cannot be completely cured within such period, if Lessee does not commence such curing within such thirty (30) days and thereafter proceed with reasonable diligence and in good faith to cure such default), then Lessor may terminate this Lease on not less than ten (10) days notice to Lessee, and on the date specified in said notice, Lessee's right to possession of the Premises shall cease but Lessee shall remain liable as hereinafter provided. If this Lease shall have been so terminated by Lessor, pursuant to Articles 12 or 13 hereof, Lessor may at any time thereafter resume possession of the Premises by any lawful means and remove Lessee or other occupants and their effects. Lessee shall pay to Lessor, on demand, such expenses as Lessor may incur, including, without limitation, court costs and reasonable attorney's fees and disbursements, in enforcing the performance of any obligation of Lessee under this Lease.

If Lessor shall fail to perform any of its obligations when and as due under this Lease (a "breach" or default"), which default continues for a period of more than thirty (30) days after written notice from Lessee specifying such default (or as to any default which requires more than thirty (30) days to remedy, if such cure is not commenced promptly and pursued diligently and in good faith), Lessee may pursue such remedies that Lessee may have under this Lease and/or as may be provided at law or in equity for a lessor's default under a lease, including but not limited to, Lessee's rights pursuant to Article 21 hereof:

14. DEFICIENCY :

In any case where Lessor has recovered possession of the Premises by reason of Lessee's default, Lessor may, at Lessor's option, occupy the Premises or cause the Premises to be redecorated, altered, divided, consolidated with other adjoining premises or otherwise changed or prepared for reletting, and may relet the Premises or any part thereof, as agent of Lessee or otherwise, for a term or terms to expire prior to, at the same time as or subsequent to, the original Expiration Date of this Lease, at Lessor's option and receive the rent therefor. Rent so received shall be applied first to the payment of such expenses as Lessor may have incurred in connection with the recovery of possession, redecorating, altering, dividing, consolidating with other adjoining premises, or otherwise changing or preparing for reletting, and the reletting, including brokerage and reasonable attorney's fees, and then to the payment of damages in amounts equal to the Fixed Basic Rent and Additional Rent hereunder and to the costs and expenses of performance of the other covenants of Lessee as herein provided. Lessee agrees, in any such case, whether or not Lessor has relet, to pay to Lessor damages equal to the Fixed Basic Rent and Additional Rent from the date of such default to the date of expiration of the term demised and other sums herein agreed to be paid by Lessee, less the net proceeds of the reletting, if any, received by Lessor during the remainder of the unexpired term hereof, as ascertained from time to time, and the same shall be payable by Lessee on the several rent days above specified. Lessee shall not be entitled to any surplus accruing as a result of any such reletting. In reletting the Premises as aforesaid, Lessor may grant commercially reasonable rent concessions, and Lessee shall not be credited therewith. No such reletting shall constitute a surrender and acceptance or be deemed evidence thereof. If Lessor elects, pursuant hereto, actually to occupy and use the Premises or any part thereof during any part of the balance of the Term as originally fixed or since extended, there shall be allowed against Lessee's obligation for rent or damages as herein defined, during the period of Lessor's occupancy, the reasonable value of such occupancy, not to exceed, in any event, the Fixed Basic Rent and Additional Rent herein reserved and such occupancy shall not be construed as a release of Lessee's liability hereunder.

Alternatively, in any case where Lessor has recovered possession of the Premises by reason of Lessee's default, Lessor may at Lessor's option, and at any time thereafter, and without notice or other action by Lessor, and without prejudice to any other rights or remedies it might have hereunder or at law or equity, become entitled to recover from Lessee, as damages for such breach, in addition to such other sums herein agreed to be paid by Lessee, to the date of re-entry, expiration and/or dispossess, an amount ("Damages") equal to the difference between the Fixed Basic Rent and Additional Rent reserved in this Lease from the date of such default to the Expiration Date of the Term and the then fair and reasonable rental value of the Premises for the same period. Said Damages shall become due and payable to Lessor immediately upon such breach of this Lease and without regard to whether this Lease be terminated or not, and if this Lease be terminated, without regard to the manner in which it is terminated. In the computation of such Damages, the difference between an installment of Fixed Basic Rent and Additional Rent thereafter becoming due and the fair and reasonable rental value of the Premises for the period for which such installment was payable shall be discounted to the date of such default at the rate of not more than ten percent (10%) per annum.

Lessee hereby waives all right of redemption to which Lessee or any person under Lessee might be entitled by any law now or hereafter in force.

Lessor's remedies hereunder are in addition to any remedy allowed by law.

Notwithstanding anything to the contrary in this Lease, Lessor shall use reasonable efforts to mitigate damages.

15. SUBORDINATION OF LEASE :

This Lease shall, at Lessor's option, or at the option of any holder of any underlying lease or holder of any mortgages or trust deed, be subject and subordinate to any such underlying leases and to any such mortgages or trust deed which may now or hereafter affect the real property of which the Premises form a part, and also to all renewals, modifications, consolidations and replacements of said underlying leases and said mortgages or trust deed; provided, however, that Lessor shall obtain for the benefit of Lessee a non-disturbance agreement, reasonably acceptable to Lessee, from the holder of any such underlying lease, mortgage or trust deed. Any expenses charged by the mortgagee in connection with the obtaining of the aforesaid agreement shall be paid by Lessor. Said SNDA shall specifically require that, under the provisions of such SNDA and subject to the commercially reasonable conditions of Lessor's mortgagee and/or ground lessor, if any, all insurance proceeds from the Building insurance shall be used first towards the restoration of the Property in the manner described in Article 10; provided, however, that if there shall remain less than one (1) year in the Term after the estimated date of completion of the restoration of the Property, Lessor's mortgagee or ground lessor, as the case may be, shall have no obligation to make such insurance proceeds available for the restoration of the Property. However, if Lessor's mortgagee or ground lessee, elects not to make such insurance proceeds available for the restoration of the Property as set forth in the immediately preceding sentence and Lessee's Option to Extend

the Term pursuant to Article 52 is exercisable by Lessee, then Lessee may negate Lessor's mortgagee's or ground lessor's election not to make such insurance proceeds available by timely exercising Lessee's Option to Extend pursuant to Article 52. Although no instrument or act on the part of Lessee shall be necessary to effectuate such subordination, Lessee will, nevertheless, execute and deliver such further instruments confirming such subordination and non-disturbance of this Lease as may be reasonably acceptable to Lessee and reasonably desired by the holders of said mortgages or trust deed or by any of the lessors under such underlying leases. If any underlying lease to which this Lease is subject terminates, Lessee shall, on timely request, attom to the owner of the reversion.

Lessor represents that there currently is no mortgage or ground lease encumbering the Property.

16. SECURITY DEPOSIT :

Intentionally omitted.

17. RIGHT TO CURE LESSEE'S BREACH :

If Lessee remains in breach of any covenant or condition of this Lease after the expiration of any applicable notice and cure period, Lessor may subject to the provisions of Article 13, on ,reasonable prior written notice to Lessee, which shall not be less than fifteen (15) days (except that no notice need be given in case of emergency), cure such breach at the expense of Lessee and the reasonable amount of all expenses, including attorney's fees, incurred by Lessor in so doing (whether paid by Lessor or not) shall be deemed Additional Rent payable on demand.

18. CONSTRUCTION LIENS :

Lessee shall, within sixty (60) days after notice from Lessor, discharge or satisfy by bonding or otherwise any construction liens for materials or labor claimed to have been furnished to the Premises on Lessee's request.

19. RIGHT TO INSPECT AND REPAIR :

Lessor; may enter the Premises but shall not be obligated to do so (except as required by any specific provision of this Lease) at any reasonable time on reasonable advance written notice to Lessee (except that no notice need be given in case of emergency) for the purpose of inspection or the making of such repairs or replacement to, on and about the Premises or the Building, as Lessor reasonably deems necessary or desirable; provided that Lessor shall take all commercially reasonable steps to minimize interference with Lessee's use and occupancy of the Premises. Lessee shall have no claims [or cause of action against Lessor by reason thereof. In no event shall Lessee have any claim against Lessor for interruption of Lessee's business, however occurring, including but not limited to that arising from the negligence of Lessor, its agents, servants or invitees, or from defects, errors or omissions in the construction or design of the Premises and/or the Building, including the structural and non-structural portions thereof.

20. SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION :

Subject to intervening laws, ordinances, regulations and executive orders, while Lessee is not in default beyond any applicable notice and cure periods under any of the provisions of this: Lease, Lessor agrees as part of Operating Costs (except to the extent specified as being at Lessor's cost and/or expense), to furnish the following:

(a) As a part of the Base Building Work, Lessor shall install a water meter at Lessor's expense which Lessee shall thereafter maintain at Lessee's expense and Lessee shall pay for water consumed as shown on said meter. Lessee, at Lessee's sole cost and expense, shall furnish rubbish removal services as required and janitorial services and Premises cleaning. Lessee, at its sole cost and expense, shall cause the Premises to be kept clean and in a good and orderly condition as befits the Building and similar buildings in Parsippany, New Jersey. Lessee, at its sole cost, shall perform landscaping, maintenance and snow removal services.

(b) All services other than as provided pursuant to subsection a. hereof to be provided to, or which shall be necessary for the conduct of, Lessee's operations within the Premises, including, without limitation and for purposes of illustration, the furnishing of electric current and gas energy (subject, however, to the provisions of Article 6), telephone, security and any other utility or service which Lessee shall deem necessary or desirable, shall be separately arranged, metered, maintained and paid for by Lessee. Lessee's utilities shall be separately metered. In the event Lessee shall employ a contractor to provide any services to the Premises, such contractor (and any subcontractors) shall agree to employ only such labor as will not result in jurisdictional

disputes or strikes. Lessee shall inform Lessor of the names of any contractor or subcontractor Lessee proposes to use in the Premises at least fifteen (15) days prior to the beginning of work by such contractor or subcontractors. Lessor, at Lessor's expense, shall install a i building security system pursuant to Exhibit C as a part of the Lessor's Base Building Work. Lessee, at its sole cost and expense, shall maintain and repair any building security system and may establish its own security system. Lessor, at Lessor's expense, shall install a life safety system in compliance with all applicable codes pursuant to Exhibit C as a part of the Lessor's Base Building Work. Lessee, at its sole cost and expense, shall maintain and repair the life safety system.

(c) Lessee shall not be required to pay any overtime HVAC charges to Lessor. Lessee shall have the right, at Lessee's sole cost and expense, to place supplemental HVAC equipment on the roof of the Building or other locations within the Property reasonably acceptable to Lessor to serve a technical center as well as other areas requiring special or 24 hour air conditioning. Lessor shall provide adequate rights of way and access. Lessee shall obtain all approvals required by any regulatory body having jurisdiction over the installation and/or operation of said equipment, at Lessee's sole cost and expense. Lessee shall repair any damage to the roof caused by the installation, maintenance operation and/or removal of said equipment in a manner reasonably prescribed by Lessor.

(d) Notwithstanding any provisions of this Lease, but subject to the provisions of Section 21, Lessor shall not be liable for failure to furnish any of the aforesaid services when such failure is solely due to Force Majeure. Subject to the provisions of Section 21, Lessor shall not be liable, under any circumstances, including, but not limited to, that arising from the negligence of Lessor, its agents, servants or invitees, or from defects, errors or omissions in the construction or design of the Premises and/or the Building, including the structural and non­structural portions thereof, for loss of or injury to property of Lessee or others,however occurring, through or in connection with or incidental to the furnishing of, or failure to furnish, any of the aforesaid services or for any interruption to Lessee's business, however occurring. Nothing contained herein shall be deemed to exculpate Lessor for: (i) Lessor's own willful misconduct; or (ii) Lessor's obligations ultimately resuming the services required herein at such time that the Force Majeure event is no longer an obstacle to provide same.

Subject to the provisions of Article 21, Lessor shall not be liable in damages or otherwise, for any delay or failure in Lessee's receiving any such utilities and in no event shall any such delay or failure, regardless of cost, constitute an eviction of Lessee or termination of this Lease.

(e) Lessee shall have access to the Premises 24 hours per day each day of the year, except in the case of an emergency.

(f) Notwithstanding anything to the contrary in this Lease, until the ninth (9th) month anniversary of the Commencement Date, Lessor shall pay for all utility charges to the Premises; thereafter, Lessee shall be responsible for all utility charges with respect to the Property.

21. INTERRUPTION OF SERVICES OR USE :

Interruption or curtailment of any service maintained in the Building or at the Property, if caused by Force Majeure, shall not entitle Lessee to any claim against Lessor or to any abatement in rent, and shall not constitute a constructive or partial eviction, unless Lessor fails to take measures as may be reasonable under the circumstances to restore the service without undue delay. If the Premises are rendered untenantable in whole or in part, for a period' of three (3) or more consecutive business days, as a result of any act or omission. If Lessor (or its agents, representatives, servants, employees, licensees or contractors), including, but not limited to (i) Lessor's failure to take reasonable measures to restore service without undue delay in those instances in which Lessor has a duty under this Lease to restore such service, or (ii) Lessor's failure to comply with its obligations under this Lease, there shall be a proportionate abatement of Fixed Basic Rent and Additional Rent from and after the date such untenantability commenced and continuing for the period of such untenantability. In no event shall Lessee be entitled to an abatement of Fixed Basic Rent and Additional Rent if the Premises are rendered untenantable by reason of any act or omission of Lessee or any third party or Force Majeure. Furthermore, in no event shall Lessee be entitled to claim a constructive eviction from the Premises unless Lessee shall first have notified Lessor in writing of the condition or conditions giving rise thereto, and if the complaints be justified, unless Lessor shall have failed, within : a reasonable time after receipt of such notice, to remedy, or commence and proceed with due diligence to remedy such condition or conditions, all subject to Force Majeure.

22. BUILDING STANDARD UTILITY SERVICE :

(a) Lessee shall obtain all utilities necessary for its use of the Premises directly from the utility companies or vendors servicing the Premises. The cost of such services shall be paid by Lessee directly to such companies. Lessee shall have the right to install at Lessee's cost and expense such additional electric wiring or equipment in and to the Building's electric

system (including, without limitation, a back-up generator) as Lessee shall reasonably require in connection with Lessee's use of the Premises, which installation shall be performed in compliance with all legal requirements and pursuant to the provisions of this Lease, including but not limited to Article 6.

(b) Lessor shall not be liable in any way to Lessee for any loss, damage or expense which Lessee may sustain or incur as a result of any failure, defect or change in the quantity or character of electrical energy available for redistribution to the Premises pursuant to this Article 22 nor for any interruption in the supply, and Lessee agrees that such supply may be interrupted as may be necessary for inspection, repairs and replacement on not less than seven (7) days' advance notice, and in emergencies. In any event, the full measure of Lessor's liability for any interruption in the supply due to Lessor's acts or omissions shall be an abatement of Fixed Basic Rent and Additional Rent, unless Lessor fails to take such measures as may be reasonable under the circumstances to restore such service without undue delay. In no event shall Lessor be liable for any business interruption suffered by Lessee. Nothing contained herein shall be deemed to release any third party providing a warranty with respect to the Building.

(c) Lessee, at Lessee's expense, shall furnish and install all replacement lighting tubes, lamps, ballasts and bulbs required in the Premises. Lessee shall comply with all Jaws when disposing of such items.

(d) Lessee has the right to negotiate and enter into contracts with independent utility providers such as but not limited to, electricity, gas, telecommunications, phone services, etc.

23. ADDITIONAL RENT :

Commencing with the tenth (1oth) month after the Commencement Date, Lessee will pay in addition to the Fixed Basic Rent provided in Preamble Paragraph 7 above, Additional Rent as set forth in this Article 23.

For purposes of this Article 23 only, a "Lease Year" shall mean the "Calendar Year", except that the first Lease Year shall commence on the Commencement Date and in any event end on December 31 of such Calendar Year ("First Lease Year") and the last Lease Year shall be the partial Calendar Year ending upon the Expiration Date ("Last Lease Year").

(a) Taxes.

(i)    Lessee shall pay to Lessor as Additional Rent, all Taxes (as hereinafter defined). Notwithstanding the foregoing, provided that it is permitted by the applicable taxing authority and Lessor's mortgagee, if any, in lieu of Lessee paying all Taxes to Lessor, Lessee shall pay to the applicable governmental entity on or before the date when due, all taxes, assessments, general and special, ordinary as well as extraordinary, charges, levies and impositions or payments required to be made in lieu thereof, including, but not limited to, water and sewer rents and charges (collectively referred to hereinafter as the "Taxes") presently or hereinafter in effect, which are or may be made liens upon or against the Property and which are allocable to the applicable Term net of any credits, rebates or abatements applicable thereto. If the Property is assessed together with any other lands, Lessee's obligation shall be based on the assessed value of the Building and improvements on the Property and on a pro-ration of the Taxes assessed against the land based on the acreage of Property in comparison to the acreage of the entire tax parcel. Lessee shall pay one hundred percent (100%) of the Taxes payable with respect to the Property. Notwithstanding anything to the contrary in this Lease, Taxes shall not include:

(a) Federal, state or local income taxes;

(b) Franchise, gift, transfer, excise, capital stock, estate or inheritance taxes;

(c) Penalties/interest for late payment, unless resulting from late payment by Lessee to the applicable taxing authority; and

(d) Any municipal assessment related to the construction of the Building.

Lessee shall pay all Taxes directly to the taxing authority prior to the date such payment is due and during such time as Lessee is making direct payments, Lessee shall be solely responsible for any penalties/interest resulting from Lessee's late payment of Taxes.

(ii)    If any Taxes are levied, assessed, imposed or credited on the Property or on the income or rents derived therefrom as a substitute, in whole or in part, for the current ad valorem real estate tax, Lessee shall pay the same.

(iii)    If required by any ground lessor of the Land or holder of any mortgage encumbering the Land, if any, at any time, and from time to time, Lessor may require that Lessee pay Taxes to Lessor in accordance with this paragraph. Lessor shall advise Lessee in writing of Lessee's share with respect to Taxes as estimated for the next twelve (12) month period (or proportionate part thereof if the last period prior to this Lease's expiration is less than twelve (12) months) as then known to Lessor, and thereafter, Lessee shall pay as Additional Rent, Lessee's share of Taxes for the then current period affected by such advice (as the same may be periodically revised by Lessor as additional costs are incurred) in equal monthly installments, such new rates being applied to any months, for which the Fixed Basic Rent shall have already been paid which are affected by the Taxes above referred to, as well as the unexpired months of the current period, the adjustment for the then expired months to be made at the payment of the next succeeding monthly rental, all subject to final adjustment at the expiration of each Lease Year (or partial Lease Year if the last period prior to this Lease's termination is less than twelve (12) months).

(iv)      Receipts . Lessee shall, upon Lessor's request, furnish to Lessor copies of the official receipts from relevant taxing authorities or billing entities or other evidence reasonably satisfactory to Lessor evidencing the payment of any Taxes. If Lessor shall pay the Taxes, upon Lessee's request, Lessor shall provide copies of receipts to Lessee.

    

(v)     Contests . If Lessor elects not to contest Taxes for any Lease Year, Lessee may request that Lessor contest Taxes for such Lease Year, provided that Lessor shall have no obligation to do so. If Lessor does not provide written notice agreeing to contest Taxes within thirty (30) days after Lessee has requested Lessor to do so, Lessee shall have the right to contest Taxes, at its sole cost and expense, provided that Lessee shall give Lessor not less than fifteen (15) days notice of Lessee's intention to do so. Lessor shall cooperate with Lessee in Lessee's contest of Taxes, provided that Lessor shall have no obligation to expend any monies in connection therewith.

(b) Operating Costs.

(i) Operating Costs shall mean (but without any obligation of Lessor to incur any expenses with respect to the Building or Property, except as specifically set forth in this Lease) all expenses incurred as a result of Lessor's compliance with any of its obligations under this Lease, and such expenses shall include: (1) Corporate Park Expenses (hereinafter defined in subsection c.) allocated to the Property; (2) the cost of all charges for rent, casualty and of liability insurance for the Property to the extent that such insurance is required to be carried by Lessor under any superior lease or superior mortgage or if not required under any superior lease or superior mortgage then to the extent such insurance is carried by owners of buildings comparable to the Building (provided, however, that Lessee shall not be responsible for the cost of any such casualty and rent insurance carried by Lessor to the extent same is carried by Lessee for the Property in accordance with Article 30 hereof); and (3) all charges for any maintenance, repair or replacements performed by Lessor or at Lessor's direction for which Lessee is responsible under this Lease, including service and/or maintenance contracts;. Notwithstanding the foregoing, Operating Costs shall not include; (a) administrative wages and salaries of those not directly involved in the servicing of the Building and, as to persons who are directly involved in servicing the Building, any portion of their wages and salaries not allocable to those services; (b) real estate brokerage commissions; (c) franchise taxes or income taxes of Lessor; (d) Taxes on the Building and Land; (e) cost of painting and decoration for any occupant's space; (f) financing costs and interest, amortization and other charges under mortgages; (g) rent payable under any superior lease; (h) any costs or expenses which pursuant to the express terms of this Lease are to be at the cost and expense of Lessor; and (i) those items described on Exhibit L. Lessor acknowledges that Operating Costs shall be net of any discounts, credits and abatements obtained by Lessor with respect thereto, including, but not limited to, credits for energy efficiency (if applicable).

To the extent any Operating Costs are incurred with respect to the Property and 22 Sylvan Way, such Operating Costs shall be reasonably allocated by Lessor between the Property and 22 Sylvan Way.

(ii)    Lessee shall pay to Lessor 100% of Operating Costs. Lessee shall pay Lessor's estimate of Operating Costs for the First Lease Year and as set forth in Lessor's itemized statement for each Lease Year thereafter, in equal monthly installments, in advance as Additional Rent, together with Fixed Basic Rent. Following the expiration of each Lease Year, Lessor shall furnish Lessee with an itemized statement of the actual Operating Costs for such Lease Year and Lessee shall, within thirty (30) days after receipt of such itemized statement, pay, as Additional Rent, the deficiency, if any, in charges payable by Lessee for such Lease Year; and if, at the end of such Lease Year, the total amount paid by Lessee is greater than the amount required to be paid for such Lease Year, then the amount of such excess will be applied by Lessor to the next succeeding monthly installment of Fixed Basic Rent hereunder; and if there is any such excess during the Last Lease Year, then the amount of such excess will be refunded to Lessee by Lessor within 30 days after Lessor's itemized statement is furnished. All such adjustments shall be subject to verification pursuant to Article 23(e) hereof. If the First Lease Year or Last Lease Year is less than a period of 365 days, then Additional Rent payable during these respective Lease Years shall be appropriately prorated.