Fourth Amendment to Purchase and Sale Agreement between the sellers identified therein and Easterly Government Properties LP dated as of December 21, 2021
EXHIBIT 10.4
FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into effective as of December 21, 2021 (the “Effective Date”), by and among the entities listed on Exhibit A attached hereto (each, a “Seller” and collectively, the “Sellers”), and EGP MEDBASE REIT LLC, a Delaware limited liability company (“Purchaser”).
R E C I T A L S:
WHEREAS, Sellers and Purchaser (as successor by assignment from Easterly Government Properties LP, a Delaware limited partnership) entered into that certain Purchase and Sale Agreement dated as of September 30, 2021, as amended by that certain First Amendment to Purchase and Sale Agreement dated as of October 12, 2021, as further amended by that certain Second Amendment to Purchase and Sale Agreement dated as of November 1, 2021, and as further amended by that certain Third Amendment to Purchase and Sale Agreement dated as of December 21, 2021 (collectively, the “Purchase Agreement”);
WHEREAS, pursuant to the Purchase Agreement, Sellers agreed to sell to Purchaser, and Purchaser agreed to buy from Sellers, the Membership Interests in the Companies set forth next to such Seller’s name on Exhibit A attached hereto; and
WHEREAS, Sellers and Purchaser desire to further amend the Purchase Agreement to set forth certain agreements of the parties as more particularly set forth herein.
NOW, THEREFORE, in consideration of the terms, conditions and covenants contained in the Purchase Agreement and in this Amendment, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Purchaser agree as follows:
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the Effective Date.
SELLERS:
BIRMINGHAM VA MANAGING MEMBER LLC,
a Delaware limited liability company
By: /s/ Kevin T. Kelly
Name: Kevin T. Kelly
Title: Manager
CHATTANOOGA VA MANAGING MEMBER LLC,
a Delaware limited liability company
By: /s/ Kevin T. Kelly
Name: Kevin T. Kelly
Title: Manager
COLUMBUS VA MANAGING MEMBER LLC,
a Delaware limited liability company
By: /s/ Kevin T. Kelly
Name: Kevin T. Kelly
Title: Manager
CORPUS CHRISTI VA MANAGING MEMBER LLC,
a Delaware limited liability company
By: /s/ Kevin T. Kelly
Name: Kevin T. Kelly
Title: Manager
JACKSONVILLE VA OPC MANAGING MEMBER LLC,
a Delaware limited liability company
By: /s/ Kevin T. Kelly
Name: Kevin T. Kelly
Title: Manager
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JOHNSON COUNTY VA MANAGING MEMBER LLC,
a Delaware limited liability company
By: /s/ Kevin T. Kelly
Name: Kevin T. Kelly
Title: Manager
LUBBOCK VA MANAGING MEMBER LLC,
a Delaware limited liability company
By: /s/ Kevin T. Kelly
Name: Kevin T. Kelly
Title: Manager
COBB COUNTY VA MANAGING MEMBER LLC,
a Delaware limited liability company
By: /s/ Kevin T. Kelly
Name: Kevin T. Kelly
Title: Manager
PHOENIX VA MANAGING MEMBER LLC,
a Delaware limited liability company
By: /s/ Kevin T. Kelly
Name: Kevin T. Kelly
Title: Manager
SAN ANTONIO VA MANAGING MEMBER LLC,
a Delaware limited liability company
By: /s/ Kevin T. Kelly
Name: Kevin T. Kelly
Title: Manager
[Signatures continue on following page.]
[Signature Page to Fourth Amendment to Purchase and Sale Agreement]
PURCHASER:
EGP MEDBASE REIT LLC,
a Delaware limited liability company
By: /s/ Andrew G. Pulliam
Name: Andrew G. Pulliam
Title: Executive Vice President
[Signature Page to Fourth Amendment to Purchase and Sale Agreement]
EXHIBIT A
LIST OF SELLERS
SELLER |
Birmingham VA Managing Member LLC, a Delaware limited liability company |
Chattanooga VA Managing Member LLC, a Delaware limited liability company |
Columbus VA Managing Member LLC, a Delaware limited liability company |
Corpus Christi VA Managing Member LLC, a Delaware limited liability company |
Jacksonville VA OPC Managing Member LLC, a Delaware limited liability company |
Johnson County VA Managing Member LLC, a Delaware limited liability company |
Lubbock VA Managing Member LLC, a Delaware limited liability company |
Cobb County VA Managing Member LLC, a Delaware limited liability company |
Phoenix VA Managing Member LLC, a Delaware limited liability company |
San Antonio VA Managing Member LLC, a Delaware limited liability company |
EXHIBIT F-1
SUPPLEMENT TO CONSTRUCTION CONTRACTS
COMPANY | SUPPLEMENTAL CONSTRUCTION CONTRACT(S) | SUPPLEMENTAL ARCHITECT AGREEMENT(S) |
Birmingham Company | Assignment between Birmingham Company and Birmingham Seller, consented to by Hoar Construction, LLC dated on or after the date hereof | Assignment between each of Birmingham Company, Columbus Company, Corpus Christi Company, Jacksonville Company, Marietta Company, Phoenix Company and San Antonio Company, as Assignors, and each of Birmingham Seller, Columbus Seller, Corpus Christi Seller, Jacksonville Seller, Marietta Seller, Phoenix Seller and San Antonio Seller, as Assignees, and consented to by Hoefer Welker, LLC f/k/a Hoefer Wysocki Architects, LL, dated on or after the date hereof |
Columbus Company | Assignment between Columbus Company, Columbus Seller, consented to by Meyer Najem Construction, LLC dated on or after the date hereof | |
Corpus Christi Company | Assignment between Corpus Christi Company, Corpus Christi Seller, consented to by Jacobsen Construction Company, Inc. dated on or after the date hereof | |
Jacksonville Company | Assignment between Jacksonville Company, Jacksonville Seller, consented to by Meyer Najem Construction, LLC dated on or after the date hereof | |
Marietta Company | Assignment between Marietta Company, Marietta Seller, consented to by Manhattan Construction Company dated on or after the date hereof | |
Phoenix Company | Assignment between Marietta Company, Marietta Seller, consented to by Jacobsen Construction Company, Inc. dated on or after the date hereof | |
San Antonio Company | Assignment between San Antonio Company, San Antonio Seller, consented to by Jacobsen Construction Company, Inc. dated on or after the date hereof |