First Amendment to Purchase and Sale Agreement and Escrow Instructions, dated December 14, 2018, by and among Easterly Government Properties LP and the Sellers identified therein

Third Target Closing Date:  Notwithstanding anything to the contrary contained in the Purchase Agreement or in any Seller’s Postponement Notice previously delivered to Purchaser, the Third Target Closing Date shall occur no later than February 11, 2019, on a date designated by the Sellers to Purchaser in writing not less than five (5) business days prior to such Third Target Closing Date.

Reimbursement of Sellers’ Transaction Costs.  Sellers shall have the right to request not less than three (3) business days prior to the Third Target Closing Date that Purchaser pay to Seller at Closing Sellers’ reasonable substantiated third-party out-of-pocket expenses (including reasonable attorneys’ fees and commissions payable to third parties) incurred in connection with the Closing on the Third Target Closing Date (collectively, the “Transaction Costs”).  Purchaser shall be obligated to pay Transaction Costs up to $260,000 in the aggregate.  At Closing, Purchaser shall pay to Sellers the amount of Transaction Costs, if any.

Counterparts:  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.  Counterparts to this Amendment may be executed and delivered by facsimile, “pdf”, e-mail transmission and/or electronic copy, and such signed counterparts of this Amendment shall be deemed sufficient to bind the parties hereto, and shall be deemed to be original signatures for all purposes.

Effect of Amendment:  All references to the “Purchase Agreement” in the Purchase Agreement shall be deemed to mean the Purchase Agreement, as amended by this Amendment.

Ratification:  Sellers and Purchaser acknowledge that notwithstanding anything in the Purchase Agreement or any correspondence between the parties to the contrary, the Purchase Agreement has remained, and is, in full force and effect, and as expressly modified by this Amendment, Sellers and Purchaser hereby reaffirm all terms, covenants and conditions contained in the Purchase Agreement, and the Purchase Agreement is ratified and confirmed in all respects.  To the extent there is any

conflict between the terms of this Amendment and the Purchase Agreement, the terms of this Amendment shall govern.

Successors: The terms, covenants and conditions contained in this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

Governing Law:  This Amendment shall be governed by, construed and enforced in accordance with the laws of the State of Delaware, without giving effect to any principles regarding conflict of laws.