THIRD AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF PARKWAY PROPERTIES OFFICE FUND II, L.P.

THIS THIRD AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF PARKWAY PROPERTIES OFFICE FUND II, L.P. (the “Partnership”), a Delaware limited partnership (“Amendment”) is made as of August 8, 2013 by and among, PPOF II, LLC, a Delaware limited liability company, as the sole general partner of the Partnership (the “General Partner”), Parkway Properties LP, a Delaware limited partnership (“PPLP”), and Teacher Retirement System of Texas, a public pension fund and public entity of the State of Texas (“TRST” and together with PPLP, the “Limited Partners”). The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the “Partners”.

WHEREAS, the Partners executed that certain Limited Partnership Agreement of Parkway Properties Office Fund, L.P., dated as of May 14, 2008, as amended by that certain First Amendment dated April 10, 2011 and that certain Second Amendment dated August 8, 2012 (collectively, the “Partnership Agreement”).

WHEREAS, the Partnership intends to acquire through an Investment Vehicle certain unimproved real property known as the Parcel H-1 located within the Hayden Ferry development in City of Tempe, Maricopa County, Arizona, and more fully described on Exhibit A attached hererto (“H-1 Parcel”), pursuant to the terms of that certain Agreement of Sale and Purchase dated as of April 30, 2013, as amended by that First Amendment to Agreement of Sale and Purchase dated as of July 25, 2013 (“H-1 Parcel Acquisition”)

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Capitalized Terms. All capitalized terms used herein but not defined herein shall have the meaning given to such terms in the Partnership Agreement. The following capitalized terms shall have the following meanings:

2.Investment. The defined term “Investment”, “Investment Period” and “Investment Guidelines” shall be expanded solely for the purpose of authorizing the H-1 Parcel Acquisition.

3.H-1 Parcel Development. Following the H-1 Parcel Acquisition none of the General Partner, the Partnership or any of their Affiliates will take, or permit to be taken, any action to develop, pledge or otherwise encumber the H-1 Parcel in any manner without the unanimous written consent of all Partners.

4.Exhibit E. Exhibit E of the Partnership Agreement is hereby deleted and shall be replaced in its entirety with Exhibit E attached hereto.

5.Exhibit F. Exhibit F of the Partnership Agreement is hereby deleted and shall be replaced in its entirety with Exhibit F attached hereto.

6.No Other Amendments. In all other respects the Partnership Agreement shall remain in full force and effect as executed by the Partners. Except as expressly stated in this Amendment, all other terms and provisions of the Partnership Agreement shall apply to the B3 Parcel Investment.

In the event of a conflict in the terms and provisions of this Amendment and the Partnership Agreement, the terms and provisions of this Amendment shall govern.

7.Facsimile/PDF Signatures. In order to expedite the execution of this Amendment, telecopied or PDF signatures may be used in place of original signatures on this Amendment. Partners intend to be bound by the signatures on the telecopied or PDF document, are aware that the other party will rely on such signatures, and hereby waive any defenses to the enforcement of the terms of this Amendment based on the form of signature.

8.Counterparts. This Amendment may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument.

A parcel of land situated in a portion of the Northwest quarter of Section 15, Township 1 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, more particularly described as follows:

COMMENCING at a 5/8 inch rebar found at the center of said Section 15, from which a brass cap located at the West quarter corner of said Section 15 bears South 89 degrees 03 minutes 17 seconds West (basis of bearing), a distance of 2,629.81 feet;

Thence North 00 degrees 11 minutes 29 seconds East, along the East line of said Northwest quarter, a distance of 863.51 feet to the South line of the Flood Control Maintenance Easement recorded in Book 365 of Maps, page 34, Maricopa County Records;

Thence continuing along said South line, North 80 degrees 25 minutes 33 seconds West a distance of 83.34 feet; Thence continuing along said South line, North 80 degrees 43 minutes 37 seconds West, a distance of 200.82 feet; Thence continuing along said South line, North 84 degrees 54 minutes 20 seconds West, a distance of 198.57 feet;

Thence continuing along said South line, North 89 degrees 13 minutes 38 seconds West a distance of 119.14 feet to the Northeast corner of the property described on the plat of EDGE WATER AT HAYDEN FERRY LAKESIDE, as recorded in Book 701 of Maps, page 37, Maricopa County, Records;

Thence South 01 degrees 16 minutes 33 seconds West, a distance of 219.96 feet to the Southeast corner of said EDGE WATER AT HAYDEN FERRY LAKESIDE, being the Point of Beginning;

Thence continuing South 01 degrees 16 minutes 33 seconds West, a distance of 165.53 feet to a point on the arc of a non-tangent curve concave to the South, a radial line of said curve through said point having a bearing of North 09 degrees 21 minutes 23 seconds West;

Thence Westerly along the arc of said curve, to the left, having a radius of 811.00 feet, with a chord of South 76 degrees 39 minutes 26 seconds West, 112.81 feet, and a central angle of 07 degrees 58 minutes 34 seconds, for an arc distance of 112.90 feet to a point on a non-tangent line, said point being the Southeast corner of the property described on the plat of HAYDEN FERRY LAKESIDE WEST, as recorded in Book 703 of Maps, page 2, Maricopa County, Records;

Thence North 17 degrees 20 minutes 12 seconds West, along the boundary of said HAYDEN FERRY LAKESIDE WEST, a distance of 22.00 feet to a point on the arc of a non-tangent curve concave to the South, a radial line of said curve through said point having a bearing of North 17 degrees 19 minutes 57 seconds West;

Thence Westerly along the boundary of said HAYDEN FERRY LAKESIDE WEST, along the arc of said curve, to the left, having a radius of 833.00 feet, with a chord of South 71 degrees 54 minutes 39 seconds West, 22.00 feet, and a central angle of 01 degrees 30 minutes 48 seconds for an arc distance of 22.00 feet to a non-tangent line;

Thence North 74 degrees 58 minutes 05 seconds West, along the boundary of said HAYDEN FERRY WEST, a distance of 25.87 feet to a point on the arc of a non-tangent curve concave to the Southwest, a radial line of said curve through said point having a bearing of North 72 degrees 35 minutes 31 seconds East;

Thence Northwesterly along the boundary of said HAYDEN FERRY LAKESIDE WEST, along the arc of said curve, to the left, having a radius of 270.86 feet, with a chord of North 26 degrees 32 minutes 42 seconds West, 86.02 feet, and a central angle of 18 degrees 16 minutes 26 seconds for an arc distance of 86.39 feet to a point on the arc of a non-tangent curve concave to the East, a radial line of said curve through said point having a bearing of South 56 degrees 22 minutes 29 seconds West; Thence Northerly along the boundary of said HAYDEN FERRY LAKESIDE WEST, along the arc of said curve, to the right, having a radius of 134.02 feet, with a chord of North 21 degrees 05 minutes 56 seconds West, 58.13 feet, and a central angle of 25 degrees 03 minutes 10 seconds for an arc distance of 58.60 feet to a non-tangent line;

Thence North 83 degrees 00 minutes 20 seconds East, along the boundary of said HAYDEN FERRY LAKESIDE WEST, a distance of 7.56 feet;

Thence North 07 degrees 04 minutes 07 seconds West, along the boundary of said HAYDEN FERRY LAKESIDE WEST, a distance of 48.00 feet to the common corner of said HAYDEN FERRY LAKESIDE WEST and said EDGE WATER AT HAYDEN FERRY LAKESIDE;

Parcel H-1, of FINAL PLAT OF HAYDEN FERRY LAKESIDE EAST, according to Book 780 of Maps, Page 50 and Notice of Correction recorded in Document No. 2006-87924, records of Maricopa County, Arizona.

*Recently exited trustees.