FIRST AMENDMENT TO PURCHASE AGREEMENT



 Exhibit 10.21 
 FIRST AMENDMENT 
 TO 

PURCHASE AGREEMENT 
 THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (“First Amendment”) is made and entered as of the date of the last signature shown on the signature page hereof, by and between WELLS CORE REIT-MIRAMAR
CENTRE II, LLC, a Delaware limited liability company, assignee of WELLS CORE OFFICE INCOME REIT ADVISORY SERVICES, LLC, a Georgia limited liability company (“Purchaser”), and TCP-MIRAMAR, LLC, a Delaware limited liability company (the
“Seller”). 
 RECITALS: 
 A.        Seller and Purchaser executed a Purchase Agreement effective on or about April 25, 2011 (the “Purchase Agreement”) regarding the sale by
Seller of that certain office building commonly known as “Miramar Centre II” located at 3501 SW 160th Avenue in Miramar, Florida 33027 (the “Subject Premises”), as more particularly described in the Purchase Agreement.

 B.        Purchaser and Seller have now agreed to amend the Purchase Agreement in
accordance with the terms and conditions contained herein. 
 AGREEMENT: 

NOW THEREFORE in consideration of the mutual covenants and benefits set forth herein, the sufficiency and adequacy of which are hereby
mutually acknowledged and accepted, and with the intent to be legally bound hereby, Purchaser and Seller hereby agree to amend the Purchase Agreement as follows: 
 1.        Tenant Contingency Period.    Seller and Purchaser acknowledge and agree that the expiration date of the Tenant Contingency
Period shall be deemed extended from May 17, 2011 until May 20, 2011 and Section 8 of the Purchase Agreement shall be modified accordingly. 
 2.        Miscellaneous.    Except as specifically amended herein, all the terms and provisions of the Purchase Agreement are hereby
ratified and affirmed to be in full force and effect as of the date hereof. To the extent of any conflict between the Purchase Agreement, and this First Amendment, the terms and provisions of this First Amendment shall govern and control and any
conflicting terms and provisions of the Purchase Agreement shall be deemed amended to the extent necessary not to conflict with the provisions hereof. Capitalized terms used herein shall have the same meaning as used in the Purchase Agreement.

 3.        Counterparts.  This First Amendment may be executed in one
or more counterparts, all of which shall constitute and be deemed an original, but all of which together shall constitute one and the same instrument binding on Purchaser and Seller. This First Amendment may be executed in telecopy (faxed) copies
and facsimile signatures shall be binding upon the parties. 
 (SIGNATURES ON NEXT PAGE) 







 THIS FIRST AMENDMENT shall be deemed entered into and effective as of the date on the last
date shown below. 
  

							
	IN THE PRESENCE OF:	 	PURCHASER:
		
		 	WELLS CORE REIT – MIRAMAR
		 	 CENTRE II, LLC,

a Delaware limited liability company

			
		 	By:	 	Wells Core Office Income
		 		 	 Operating Partnership, L.P.,
 a Delaware limited partnership,
 its sole member

				
		 		 	By:	 	  Wells Core Office Income
		 		 	REIT, Inc., a Maryland corporation,
		 		 	its sole general partner
				
		 		 		 	By:        /s/ Douglas P. Williams
		 		 		 	Name:    Douglas P. Williams  
		 		 		 	Title:     Executive Vice President
	
	Date signed by Purchaser: May 16, 2011
		
		 	SELLER:
		
		 	 TCP-MIRAMAR, LLC,

a Delaware limited liability company

			
		 	    By:	 	TCP-MIRAMAR MANAGER, INC.,
		 		 	Its:  Managing Member
				
		 		 	By:	 	      /s/ Robert L.
Skinner                    
		 		 		 	Robert L. Skinner
		 		 	Its:	 	President

 Date signed by Seller: May 16, 2011 

  
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