40 THORNDIKE STREET, CAMBRIDGE, MA This Third Amendment to Purchase and Sale Agreement, 40 Thomdike Street, Cambridge, MA (this Third Amendment) is entered into as of September ,2014 by and between the Commonwealth of Massachusetts, acting by and through its Division of Capital Asset Management and Maintenance, as Seller (DCAMM) and LMP GP Holdings LLC, a joint venture between affiliates of Leggat McCall Properties, LLC of Boston and Granite Properties, Inc. of Dallas, Texas, as Buyer (Buyer). RECITALS A. Reference is made to the Purchase and Sale Agreement, 40 Thorndike Street, Cambridge, MA dated January 16, 2013 (the Original P&S Agreement) by and between DCAMM and Buyer pertaining to the former Edward J. Sullivan Courthouse located at 40 Thomdike Street, Cambridge, MA (the Property), as amended by First Amendment dated April 22, 2013, and Second Amendment dated July 16, 2013, to the Original Purchase and Sale Agreement, 40 Thorndike Street, Cambridge, MA (together, the P&S Agreement). B. Capitalized terms used in this Third Amendment to P&S Agreement which are not defined shall have the meanings ascribed to them in the P&S Agreement. C. Pursuant to the P&S Agreement, the Closing Date scheduled to occur on December 31, 2013, was extended to March 31, 2014, with an outside relocation date of September 30, 2014. D. In accordance with Section 10 of the P&S Agreement, the Middlesex Sheriffs Office jail and community corrections programs were relocated from the Property on June 27, 2014, and DCAMM is prepared to deliver possession of the Property in accordance with the P&S Agreement. Agreement Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, DCAMM and Buyer hereby agree as follows: 1. Notwithstanding anything to the contrary in the P&S Agreement, the time for performance under the P&S Agreement shall have an outside Closing Date of December 30, 2016 at 11:00 am. Either DCAMM or Buyer may set a specific NHL 9/26/2014 1 Closing Date on or before that date by giving 30 days written notice to the other party, with time being of the essence. 2. Notwithstanding anything to the contrary in the P&S Agreement, the Additional Deposit in the amount of $3,300,000.00, shall be nonrefundable to the Buyer for any reason whatsoever and shall be payable and released to the Commonwealth as of the date of this Third Amendment. 3. Except as amended hereby, the P&S Agreement shall continue in full force and effect and is hereby ratified and confirmed. [Signatures on following page] NHL 9/26/20 14 2 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to P&S as of the 9day of September, 2014. SELLER: COMMONWEALTH OF MASSACHUSETTS acting by and through its Division of Capital Asset Management and Maintenance B Carol J. Cornelisoi<Commissioner NHL 9/26/2014 3 iN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the LCi*day of September, 2014 BUYER: LMP GP HOLDINGS LLC By: LMP Thomdike LLC, its manager By: _________________________ hereunto duly authorized Name: Ii(-J Title: Manager NHL 9/26/2014 4