FIRST AMENDMENT TO

AGREEMENT OF SALE


 


THIS FIRST AMENDMENT
TO AGREEMENT OF SALE (the “Amendment”) is entered into as of the 27th day of September, 2013, between
OAKTREE SLR, LLC (the “Seller”) and SENTIO-SLR BOSTON PORTFOLIO, LLC, a Delaware limited liability
company (the “Buyer”).


 


RECITALS:


 


A.        Seller
and Buyer are parties to that certain Agreement of Sale dated August 28, 2013 (the “Agreement”), pursuant
to which Seller agreed to sell, and Buyer agreed to purchase, certain real property located at 1190 Adams Street, Dorchester, Massachusetts,
as more particularly described in the Agreement.


 


B.         Seller
and Buyer desire to amend the Agreement, upon the terms and conditions set forth in this Amendment.


 


NOW, THEREFORE,
in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:


 


AGREEMENTS:


 


1.    Recitals,
Definitions. The foregoing recitals are true and correct and are incorporated herein by reference. Capitalized but undefined
terms used in this Amendment shall have the meanings given to them in the Agreement.


 


2.    The Definition
of “Due Diligence Period”  is hereby amended to read as follows (additions are shown as double-underlined
and deletions are shown as struck through):


 


Due Diligence Period: The period
commencing on the Effective Date and ending on 6:00 PM Eastern Time on October 18, 2013 the date which is thirty
(30) days after the Effective Date, during which time Buyer may, at reasonable times with prior notice to Seller, investigate
the financial, legal, operational, environmental and all other aspects of the Property as Buyer may desire. Buyer acknowledges
that Seller has either produced all items requested by Buyer as described on Exhibit B hereto (or Buyer has waived its right to
receive such items), except for those items described on Exhibit B-1 hereto which Seller shall produce for, or make available to,
Buyer within ten (10) days after the Effective Date. Seller shall also produce for Buyer those items listed on Exhibit B-2 at least
fifteen (15) days prior to the Closing.


 


3.    Section
9.1 is hereby amended to read as follows (additions are shown as double-underlined and deletions are shown as struck
through):


 


Closing Date and Place. The
Closing shall take place on the date which is five (5) business days following the satisfaction of all conditions to Closing contained
in ARTICLE VII and ARTICLE VIII, or at such earlier or later date and time as may be expressly agreed upon in writing by the Buyer
and Seller (the “Closing Date”) but in no event later than October 31 November 30, 2013,
as such date may be extended by the mutual agreement of the parties. The Closing shall be accomplished by the Buyer and Seller
depositing the Closing Documents into escrow with the Title Insurer and Buyer and Seller issuing their respective instructions
to the Title Insurer without the need for attending in person unless the parties mutually agree otherwise.


 




    	 



    	 



    

 


4.    Effect
of Amendment. To the extent any provisions contained herein conflict with the Agreement or any other agreements between
Seller and Buyer, oral or otherwise, the provisions contained herein shall supersede such conflicting provisions contained in the
Agreement or other agreements. Except as specifically modified by this Amendment, the Agreement remains in full force and effect
and is in all events ratified, confirmed and approved.


 


5.    Counterparts.
This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which, together,
shall constitute one and the same instrument. Delivery of signatures by e-mail or facsimile shall be valid and binding.


 




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IN WITNESS
WHEREOF, the parties have executed this Amendment on the date first above written.


 


	 	BUYER:
	 	 
	 	SENTIO-SLR BOSTON PORTFOLIO, LLC
	 	 
	 	By: 	/s/ John Mark Ramsey
	 	Name: John Mark Ramsey 
	 	Its:  Authorized Signatory 


 


	 	SELLER:
	 	 
	 	
        OAKTREE SLR, LLC, a Massachusetts

        limited liability company

	 	 
	 	By its Member,
	 	STANDISH/SLR, LLC
	 	 
	 	By: 	/s/ Robert F. Larkin, Jr.
	 	Name: Robert F. Larkin, Jr.
	 	Title: Manager


 




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