FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS

Exhibit 10.10

FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS

THIS FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is dated for reference purposes as of January 12, 2011, and is entered into by and between O’DONNELL ACQUISITIONS, LLC, a California limited liability (“Buyer), and HILLSIDE FXF, LLC, a Missouri limited liability company (“Seller”).

R E C I T A L S

A.        Buyer and Seller are parties to that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated November 21, 2011 (the “Purchase Agreement”), pursuant to which, among other things, Seller agreed to convey to Buyer the Property, which real property consists of that certain land and improvements located at 300 Bartlett St., Northborough, Massachusetts. Capitalized terms which are not expressly defined in this Amendment shall have the meaning given to them in the Purchase Agreement.

B.        During the Inspection Period, Buyer reviewed the Survey (being that certain Survey prepared by Beals & Thomas, dated February 3, 2011, last revised July 12, 2011), the Commitment (being that certain Commitment for Title Insurance Order No. NCS-515188-SA1, dated November 23, 2011 and revised December 19, 2011 issued by Title Company), and all other Seller’s Documents provided to Buyer by Seller.

C.        As a result of such review, Buyer and Seller extended the Inspection Period to January 12, 2011 and desire to amend, modify and supplement the Purchase Agreement as more fully set forth below.

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

1.        Title Requirements. As part of Seller’s closing deliveries pursuant to Section 13 of the Purchase Agreement, Seller shall deposit (a) such applicable meter readings, payment receipts or other documents sufficient to satisfy the Title Company’s reasonable requirements as set forth in Requirement No. 3 of Section One, Schedule B of the Commitment (provided, however, Buyer, at Seller’s cost and expense, shall cause Title Company to order any required municipal lien certificate(s)), and (b) such reasonable and customary affidavits and indemnity agreements sufficient to satisfy the Title Company’s reasonable requirements as set forth in Requirement Nos. 5 and 6 of Section One, Schedule B of the Commitment.

2.        Title Exceptions. As part of Seller’s closing deliveries pursuant to Section 13 of the Purchase Agreement, Seller shall deposit a reasonable and customary affidavit sufficient to cause the Title Company to remove Exception Nos. 1 and 3 of Section Two, Schedule B of the Commitment.

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3.        Title Conditions. Additional closing conditions (but not obligations of Seller) under Section 12 of the Purchase Agreement shall be (a) the receipt by Buyer of a reasonable and customary estoppel certificate from Northborough Land Realty Trust confirming no material violations under that certain Dedications of Easement and Maintenance Agreement referenced in Exception 8 of Section Two, Schedule B of the Commitment, (b) receipt of documentation sufficient to cause Title Company to insure over loss, cost or damage as a result of the enforcement of the rights set forth in Exception 7 of Section Two, Schedule B of the Commitment and (c) receipt of documentation sufficient to cause Title Company to remove as an encumbrance or insure over the Order of Conditions referenced in Exception 9 of Section Two, Schedule B of the Commitment. With respect to items (b) and (c), if Title Company refuses to so insure over such Exceptions 7 or 9, Seller may, in its sole and absolute discretion, elect to satisfy such closing condition by engaging and causing Chicago Title Insurance Company, the issuer of Seller’s Owner’s Policy of Title Insurance, to issue the Title Policy insuring over Exception 7 or 9, as applicable.

4.        Survey Exceptions. The following are hereby added as additional closing conditions (but not obligations of Seller) under Section 12 of the Purchase Agreement:

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5.        Condition of Title. Notwithstanding anything to the contrary contained in the Purchase Agreement, Buyer hereby acknowledges and agrees that, subject to Seller’s satisfaction of its obligations under Sections 1 and 2 of this Amendment, and subject to satisfaction of the closing conditions under Sections 3 and 4 of this Amendment, Buyer is deemed to have approved all items set forth in the Commitment (other than the general exception regarding any new items that might appear on an updated Survey) and the Survey and waived its prior disapprovals of any such items.

6.        Inspection Period. Buyer hereby acknowledges and agrees that Buyer is not electing to terminate the Purchase Agreement pursuant to Section 5 of the Purchase Agreement, and that Buyer’s only remaining termination rights under the Purchase Agreement are set forth in Sections 11 (Completion of the Asset), 12 (closing conditions), 15 (casualty/condemnation) and 37(a) (Seller default) of the Purchase Agreement, as such provisions are modified by this Amendment, and Section 7 below.

7.        Disclosures. Seller shall reasonably cooperate (at no cost to Seller) with Buyer in requesting that FedEx consent to Buyer’s disclosures set forth in Exhibit “1” attached hereto. In the event such consent is not obtained and provided to Buyer on or before January 26, 2012, Buyer shall have the right, exercisable by written notice to Seller and Escrow Holder (with email notification being an acceptable method of delivery and deemed delivered on the day such email is sent) on or before January 27, 2012, to terminate the Purchase Agreement, in which event Buyer’s Deposit plus all accrued and unpaid interest thereon shall be returned to Buyer as its sole and exclusive remedy (unless due to Seller’s breach of its obligations under this Section 7), and thereafter the Escrow, the Purchase Agreement and the rights and obligations of the parties hereunder shall terminate, except as and to the extent otherwise expressly therein provided. If Buyer does not so terminate the Purchase Agreement, then Buyer shall no longer have the right to terminate the Purchase Agreement pursuant to this Section 7. Prior to Closing, Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s other reasonably requested disclosures, including requesting that FedEx consent, pursuant to Section 45 of the Lease, to Buyer’s “text and timing” disclosures; provided, however, Seller’s failure to obtain FedEx’s consent to any such disclosures shall not constitute a default by Seller and shall not constitute a closing condition under the Purchase Agreement.

8.        Completion of the Asset. As defined in Section 11(a) of the Purchase Agreement, “Completion of the Asset” shall not be deemed to have occured until Buyer receives written notice that Substantial Completion of the Landlord’s Improvements has occurred, which notice shall include copies of the supporting documentation evidencing the same as set forth in Sections 5.8(b) and (c) of Exhibit B to the Lease, including any list of Approved Punchlist Work given by FedEx (collectively, the “Completion of the Asset Documentation”). Buyer’s right to terminate the

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Purchase Agreement pursuant to Section 11(a) of the Purchase Agreement shall expire after the date that is seven (7) business days after Buyer’s receipt of the Completion of the Asset Documentation, and shall be conditioned upon Buyer having a good faith basis to not accept Seller’s assertion of Completion of the Asset. If Buyer does not so terminate the Purchase Agreement within such seven (7) business day period, then Buyer shall no longer have the right to terminate the Purchase Agreement pursuant to Section 11(a) of the Purchase Agreement.

9.        Certain Closing Conditions. Buyer’s right to terminate the Purchase Agreement pursuant to Section 11(b)(i) of the Purchase Agreement shall expire after the date that is five (5) business days after that date which is thirty (30) days after the Completion of the Asset. If Buyer does not so terminate the Purchase Agreement within such five (5) business day period, then Buyer shall no longer have the right to terminate the Purchase Agreement pursuant to Section 11(b)(i) of the Purchase Agreement.

10.        SNDA. An additional closing condition (but not an obligation of Seller) under Section 12 of the Purchase Agreement shall be the receipt from FedEx of a subordination agreement benefitting Buyer’s lender in accordance with the terms and conditions of Section 29 of the Lease. This closing condition shall be treated in the same manner as those closing conditions set forth in Sections 12(b), (c) and (d) of the Purchase Agreement are treated under Section 11(b) of the Purchase Agreement.

11.        Seller Deliveries. As part of Seller’s closing deliveries pursuant to Section 13 of the Purchase Agreement, Seller shall deposit copies of all deliveries, if any, made by Seller to FedEx pursuant to Sections 5.13, 5.14, 5.15 and 5.16 of Exhibit B to the Lease. After Closing, Seller shall continue to provide Buyer with copies of all deliveries, if any, made by Seller to FedEx pursuant to Sections 5.13, 5.14, 5.15 and 5.16 of Exhibit B to the Lease. Seller shall indemnify, defend and hold harmless Buyer from any loss, cost, expense, claim, liability or damage resulting from any failure by Seller to comply with the obligations under Sections 5.13, 5.14, 5.15 and 5.16 of Exhibit B to the Lease to the extent related to the completion of the Landlord Improvements. Notwithstanding the foregoing, Seller’s failure to make such deliveries shall not constitute a default by Seller and shall not constitute a closing condition under the Purchase Agreement.

12.        FedEx Consents. An additional closing condition (but not an obligation of Seller) under Section 12 of the Purchase Agreement shall be Buyer’s receipt of reasonable documentation evidencing FedEx’s consent to matters requiring FedEx’s consent pursuant to Section 15.1 of the Lease, if any. This closing condition shall be treated in the same manner as those closing conditions set forth in Sections 12(b), (c) and (d) of the Purchase Agreement are treated under Section 11(b) of the Purchase Agreement.

13.        Warranties. The following provision shall be added to the General Assignment: “To the extent not prohibited by or inconsistent with law, the Lease or the terms of the applicable warranties or guaranties, Seller hereby appoints Buyer as Seller’s attorney-in-fact to act on behalf of Seller in the event of a claim under any such warranty or guaranty. Seller agrees to reasonably cooperate (at no cost to Seller) with Buyer in enforcing such warranties and guaranties.”

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14.        Leasing Brokerage Commissions. On or before the Close of Escrow, Seller shall pay all commissions or finder’s fees required to be paid by Seller under Section 40 of the Lease and under the Commission Agreement (defined below), but only as and to the extent such commissions or fees are due and payable prior to the Close of Escrow. Seller represents and warrants to Buyer that, other than the commissions due to Dillon Corporate Services, Inc. (“Lease Broker”) pursuant to that certain Standard Commission Agreement (“Commission Agreement”) between Jones Development Company, LLC and Lease Broker, last executed on March 10, 2011, no other commisons or finder’s fees are payable by Seller under Section 40 of the Lease.

15.        Permitted Transferee. A Permitted Transferee shall include an entity in which Douglas O’Donnell has a “direct or indirect” ownership or controlling interest. In addition to the conditions set forth in clauses (i)-(iii) of Section 36 of the Purchase Agreement, Buyer and any Permitted Transferee shall be obligated to provide Seller with timely copies of any and all documentation evidencing any such assignment by Buyer and assumption by Permitted Transferee, together with reasonably satisfactory evidence that any purported assignee in fact qualifies as a Permitted Transferee, and, if requested by FedEx, Buyer and Permitted Transferee shall furnish or cause to furnished the documention or further assurances described in Section 17.1 of the Lease.

16.        Assignment of Contracts. As required under Section 5 of the Purchase Agreement, Buyer hereby provides Seller notice that Buyer desires Seller to assign pursuant to the Assignment of Contracts (a) that certain design-build agreement between Seller and Premier Design + Build Group, LLC (the “Design-Build Agreement”), (b) that certain Client Authorization agreement for transportation engineering and permitting services between Jones Development Company and VHB/Vonasse Hangen Brustlin, Inc. (the “Engineering Agreement”) and (c) any other agreements related to the design, improvement and/or development of the Property (together with the Design-Build Agreement and the Engineering Agreement, the “Contracts”). Accordingly, such Contracts shall constitute all of the Contracts to be described on Exhibit “2” to the Assignment of Contracts.

17.        Authority. The parties executing this Amendment each represent and warrant to the other that they are duly authorized to do so on behalf of the party on whose behalf they have signed and that no further consents or approvals are required in order for such person to duly bind the entity on whose behalf such individual has executed this Amendment.

18.        Ratification; No Other Modifications. The terms of the Purchase Agreement are hereby affirmed and ratified by each party and, except as expressly provided in this Amendment, the Purchase Agreement shall remain unmodified and in full force and effect.

19.        Counterparts; Electronic Delivery. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other party or parties to this Amendment attached thereto. Signatures may be delivered by facsimile or e-mail and they shall be binding as if they were originals.

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date of the Agreement.

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EXHIBIT “1”

FEDEX LEASE DISCLOSURE REQUIREMENTS

Details on the tenant would include:

More general information regarding the property would include:

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The material agreements must be filed, with either (x) the applicable Form 8-K or (y) the earlier of the next post-effective amendment to the registration statement and the next Form 10-Q/Form 10-K.

Any of the above information that is disclosed may be used in collateral materials without further approval (e.g., press release, sales literature, etc.).

No additional approvals from FedEx will be required related to the text or timing of the above-referenced disclosures.

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EXHIBIT “2”

SURVEYOR’S CERTIFICATE

In connection with the above referenced property (the “Property”) and the building(s) and other improvements situated thereon (the “Improvements”) (the Property and the Improvements collectively referred to as the “Project”), we have prepared a survey entitled “ALTA/ACSM Land Title Survey” (the “Survey”). The Survey was made in accordance with the “Minimum Standard Detail Requirements and Classifications for Land Title Surveys” jointly established by ALTA and ACSM, as most recently amended and meets the accuracy requirements therefore.

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This Certificate is rendered to Chicago Title Insurance Company and Marsh, Moriarty, Ontell & Golder, P.C., as agent for Chicago Title Insurance Company with the understanding that Marsh, Moriarty, Ontell & Golder, P.C., as agent for Chicago Title Insurance Company will rely on this certification to issue a zoning endorsement and to delete the general survey exception from title insurance policies and to insure over certain rights and easements disclosed on the ALTA survey and the undersigned hereby consents to the reliance thereon. The undersigned has the power and authority to execute this certificate for the Company and is a licensed surveyor in Massachusetts.

Executed as a sealed instrument this 12 day of July, 2011

				Beals and Thomas by: Kenneth Conte
				Its:		Professional Land Surveyor

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EXHIBIT “3”

CHICAGO TITLE INSURANCE COMPANY

AFFIDAVIT TO BE SIGNED BY SELLER IN CONNECTION WITH A TITLE INSURANCE POLICY TO BE ISSUED BY CHICAGO TITLE INSURANCE COMPANY

Subject property is located at Lot A5, Bartlett Street, Northborough, Massachusetts (the “Premises”) and that title to said property is vested in

Arturo J. Gutierrez and John A. Cataldo, as Trustees of Northborough Land Realty Trust (Seller).

Now, therefore, the Seller on oath deposes and says as follows:

We have owned the property now being sold by us continuously since October 12, 2000, and our enjoyment thereof has been peaceable and undisturbed and the title to said property has never been disputed or questioned to our knowledge, nor do we know of any facts by reason of which the title to, or possession of, said property might be disputed or questioned, or by reason of which any claim to any of said property might be asserted adversely to me, and more particularly that:

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The undersigned hereby indemnifies and agrees to hold harmless the Company from and against all loss, cost, damage and expense which may be incurred by the Company resulting from any inaccuracies in the above statements.

Subscribed and sworn to before me this                     day of                                    , 2011.

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