Exhibit 10.40



 Exhibit 10.40 

FIRST AMENDMENT TO SALE, PURCHASE AND ESCROW AGREEMENT (PROPERTY POOL B) 

This First Amendment to Sale, Purchase and Escrow Agreement (Property Pool B) (this “First Amendment”) is made and
entered into as of August 30, 2010, by and among GRE Carlton Plaza LP, a Delaware limited partnership (“Carlton Plaza Seller”), Tustin-Michelle Partners LLC, a Delaware limited liability company (“Toshiba
Seller”), GRE Warner Desoto LLC, a Delaware limited liability company (“Warner Desoto”), GRE Warner Califa LLC, a Delaware limited liability company (“Warner Califa”), GRE Warner Canoga LLC, a Delaware
limited liability company (“Warner Canoga” and with Warner Desoto and Warner Califa, collectively, “Warner Seller”), GRE Empire Towers Four LLC, a Delaware limited liability company (“Empire IV
Seller”), GRE Foothill LLC, a Delaware limited liability company (“Foothill Seller”), GRE Mira Mesa LLC, a Delaware limited liability company (“Alta Sorrento Seller” and with Carlton Plaza Seller, Toshiba Seller,
Warner Seller, Empire IV Seller, and Foothill Seller, each individually a “Seller” and, collectively, “Sellers”), and PACIFIC OFFICE MANAGEMENT, INC., a Delaware corporation (“Purchaser”).

 RECITALS: 

A.         Sellers and Purchaser entered into that certain Sale, Purchase and Escrow Agreement
(Property Pool B) dated as of August 13, 2010 (the “Agreement”) respecting the purchase and sale of “Property Pool B” (as more particularly described in the Agreement). All initial capitalized terms used herein
but not herein defined shall have the meaning ascribed to such terms in the Agreement. 

B.         Seller and Purchaser now desire to enter into this First Amendment to provide for
amendments to the Purchase Price, the Allocation of Values, the Second Deposit, the Common Equity A Portion, the Due Diligence Period Expiration Date, the Final Closing Date (as such Final Closing Date may be extended), and the First Purchaser
Extension Payment, all as more particularly set forth herein. 
 NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Buyer and Seller agree as follows: 

1.         The first sentence of Section 2.1 of the Agreement is hereby deleted and the
following is substituted in lieu thereof: “In consideration of the covenants herein contained, Sellers hereby agree to sell and Purchaser hereby agrees to purchase Property Pool B for a total purchase price of One Hundred Thirty One Million
Five Hundred Twenty Three Thousand and Sixty-Nine Dollars ($131,523,069) (the “Purchase Price”); provided that if the Purchase Price does not include the Common Equity A Portion paid in shares of Common Stock pursuant to either
Section 2.1.4 or 16.9 below, then the Purchase Price shall be reduced to One Hundred Thirty One Million, Three Hundred Fifty Thousand, Two Hundred and Forty One Dollars ($131,350,241).” 

2.         The Allocation of Values specified on Exhibit D to the Agreement is hereby
deleted and the Allocation of Values shall be as specified in Exhibit D attached hereto, which is incorporated herein by this reference, and is hereby substituted as a replacement Exhibit D to the Agreement. 

3.         The Second Deposit is hereby modified to be Eight Hundred and Sixty Thousand Dollars
($860,000). Notwithstanding the revisions of Section 2.1.2 of the Agreement, in the event the Agreement is not terminated prior to 5:00 p.m. PST on the Due Diligence Expiration Date, the Second Deposit shall be delivered one (1) business
day after the Due Diligence Expiration Date (e.g. Tuesday, September 7, 2010). 

4.         The Common Equity B Portion is hereby modified to be Three Million Four Hundred Fifty
Six Thousand Five Hundred Eighty Five Dollars ($3,456,585). In the event the Closing occurs with respect to some, but not all, of the Properties, the Common Equity B Portion shall be an amount equal to the Common Equity B Portion times a percentage,
the numerator of which is the allocated Purchase Price of the Properties being sold on such date and the denominator of which is the Purchase Price 

5.         The Due Diligence Period Expiration Date is hereby extended to be 5:00 p.m.
(California time) on Friday, September 3, 2010. 







 6.         The Final Closing Date is hereby modified
to be October 27, 2010. 
 7.         The first sentence of Section 6.2 of the
Agreement is hereby deleted and the following is substituted in lieu thereof: “Purchaser may elect to extend the Final Closing Date to a date not later than December 3, 2010 (the “First Purchaser Extension”) upon
delivering written notice to Sellers and Escrow Agent of such election not less than three (3) business days before the date of Closing, and concurrently delivering to Escrow Agent by bank wire of immediately available funds the sum of One
Million Two Hundred Ninety Thousand Dollars ($1,290,000) (the “First Purchaser Extension Payment”).” 

8.         This First Amendment may be executed in any number of counterparts, each of which
shall be deemed to be an original, but any number of which, taken together, shall be deemed to constitute one and the same instrument. 

9.         Except as specifically amended by this First Amendment, the Agreement shall continue
in full force and effect. In the event of any conflict between the provisions of the Agreement and the provisions of this First Amendment, the provisions of this First Amendment shall prevail. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

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 IN WITNESS WHEREOF, Sellers and Purchaser have entered into this First Amendment as of the
date first written above. 
  

			
	PURCHASER:
	
	PACIFIC OFFICE MANAGEMENT, INC.,
	a Delaware corporation
		
	By:	 	/s/ Matthew J. Root
	Name:  	 	Matthew J. Root
	Its:	 	Chief Investment Officer

  

			
	SELLERS:


GRE CARLTON PLAZA LP, a Delaware limited partnership 
  

					
	By:    	 	GRE Carlton Plaza GP LLC,
		 	a Delaware limited liability company,
		 	Its General Partner
			
		 	By:	 	/s/ Joseph P. Mahoney
		 	Name:	 	Joseph P. Mahoney
		 	Its:	 	Authorized Signatory

 TUSTIN-MICHELLE PARTNERS LLC, a
Delaware limited partnership 
  

					
	By:    	 	Guggenheim Plus Leveraged LLC,
		 	a Delaware limited liability company,
		 	Its Managing Member
			
		 	By:	 	/s/ Joseph P. Mahoney
		 	Name:	 	Joseph P. Mahoney
		 	Its:	 	Authorized Signatory

 GRE WARNER DESOTO LLC, a Delaware
limited liability company 
  

					
	By:    	 	Guggenheim Plus Leveraged LLC,
		 	a Delaware limited liability company,
		 	Its Managing Member
			
		 	By:	 	/s/ Joseph P. Mahoney
		 	Name:	 	Joseph P. Mahoney
		 	Its:	 	Authorized Signatory

 GRE WARNER CALIFA LLC, a Delaware
limited liability company 
  

					
	By:    	 	Guggenheim Plus Leveraged LLC,
		 	a Delaware limited liability company
		 	Its Managing Member
			
		 	By:	 	/s/ Joseph P. Mahoney
		 	Name:	 	Joseph P. Mahoney
		 	Its:	 	Authorized Signatory

 [SIGNATURES CONTINUED
ON FOLLOWING PAGE] 
 [SIGNATURE PAGE] 







 [SIGNATURES CONTINUED FROM PRECEDING PAGE] 

GRE WARNER CANOGA LLC, a Delaware limited liability company 
  

					
	By:    	 	Guggenheim Plus Leveraged LLC,
		 	a Delaware limited liability company,
		 	Its Managing Member
			
		 	By:	 	/s/ Joseph P. Mahoney
		 	Name:	 	Joseph P. Mahoney
		 	Its:	 	Authorized Signatory

 GRE EMPIRE TOWERS FOUR LLC, a
Delaware limited liability company 
  

					
	By:    	 	Guggenheim Plus Leveraged LLC,
		 	a Delaware limited liability company,
		 	Its Managing Member
			
		 	By:	 	/s/ Joseph P. Mahoney
		 	Name:	 	Joseph P. Mahoney
		 	Its:	 	Authorized Signatory

 GRE FOOTHILL LLC, a Delaware limited
liability company 
  

					
	By:    	 	Guggenheim Plus Leveraged LLC,
		 	a Delaware limited liability company,
		 	Its Managing Member
			
		 	By:	 	/s/ Joseph P. Mahoney
		 	Name:	 	Joseph P. Mahoney
		 	Its:	 	Authorized Signatory

 GRE MIRA MESA LLC, a Delaware
limited liability company 
  

					
	By:    	 	Guggenheim Plus Leveraged LLC,
		 	a Delaware limited liability company,
		 	Its Managing Member
			
		 	By:	 	/s/ Joseph P. Mahoney
		 	Name:	 	Joseph P. Mahoney
		 	Its:	 	Authorized Signatory

 [SIGNATURE PAGE]








 EXHIBIT D 

Allocation of Values 

ALL CASH 
  

			
	
Property
	  	Purchase Price
	 Carlton
Plaza
	  	$29,541,506
	 Toshiba

	  	$18,694,042
	 Warner

	  	$32,173,430
	 Empire IV

	  	$11,806,763
	 Foothill

	  	$25,581,320
	 Alta
Sorrento
	  	$13,553,180
		  	TOTAL        
$131,350,241                  


CASH AND STOCK 
  

			
	
Property
	  	Purchase Price
	 Carlton
Plaza
	  	$29,580,376
	 Toshiba

	  	$18,718,639
	 Warner

	  	$32,215,763
	 Empire IV

	  	$11,822,298
	 Foothill

	  	$25,614,980
	 Alta
Sorrento
	  	$13,571,013
		  	TOTAL        
$131,523,069                  


The allocation of the price between the Warner Canoga, Warner Califa and Warner Desoto is as follows: Warner 

Canoga 55.76%; Warner - Califa 17.27% and Warner Desoto 26.97% 

Exhibit D – Page 1