FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

Exhibit 10.6

FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Fifth Amendment”), is entered into as of August 10, 2011, by and between XXXXX/FREMONT ASSOCIATES, a Georgia joint venture ("Seller"), and LIGHTHOUSE WORLDWIDE SOLUTIONS, INC., a California corporation ("Purchaser"). The parties hereto are sometimes jointly called the “Parties.”

R E C I T A L S:

A.Buyer and Seller have entered into that certain PURCHASE AND SALE AGREEMENT effective as of June 3, 2011 (“Original Purchase Agreement”), as amended by that certain FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT dated as of July 20, 2011 (“First Amendment”), that certain SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT dated as of July 29, 2011 (“Second Amendment”), that certain THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT dated as of August 8, 2011 (“Third Amendment”) and that certain FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT dated as of August 9, 2011 (“Fourth Amendment”, the Original Purchase Agreement, First Amendment, Second Amendment, Third Amendment and Fourth Amendment are collectively referred to herein as “Purchase Agreement”), for the purchase and sale of that certain real property more particularly described in the Purchase Agreement (the “Property”).

B.Buyer and Seller desire to extend the Financing Contingency Period on the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements hereinafter set forth, the Parties hereby agree as follows:

1.Financing Contingency Period. The Financing Contingency Period is extended such that it expires as of 5:00 pm, Pacific Time, August 12, 2011.

2.Binding Effect. This Fifth Amendment shall be binding upon and inure to the benefit of the Parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

3.Counterparts. This Fifth Amendment may be executed in counterparts, all of which together shall constitute one agreement binding on all of the Parties, notwithstanding that all such parties are not signatories to the original or the same counterpart.

4.Confirmation of the Purchase Agreement. Except as set forth in this Fifth Amendment, the Purchase Agreement is not being amended, supplemented or otherwise modified, and all of the undersigned agree that the terms, conditions and agreements set forth in the Purchase Agreement are hereby ratified and confirmed and shall continue in full force and effect. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

Page 1 of 3

FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Fifth Amendment as of the day first above written.

Seller: XXXXX/FREMONT ASSOCIATES a Georgia Joint Venture Piedmont Operating Partnership, LP a Delaware limited partnership By:Piedmont Office Realty Trust, Inc. a Maryland corporation Its:General Partner By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Its: SVP & CAO FUND X AND FUND XI ASSOCIATES A Georgia joint venture By:Xxxxx Real Estate Fund X, L.P. a Georgia limited partnership By:Xxxxx Partners, L.P. a Georgia limited partnership as General Partner By:Xxxxx Capital, Inc. a Georgia corporation as General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Its: Sr. Vice President By: /s/ Xxxxxxx X. Xxxxx Name: Xxx X. Xxxxx, III, as General Partner, by and through Xxxxxxx X. Xxxxx, as attorney in fact Buyer: LIGHTHOUSE WORLDWIDE SOLUTIONS, INC. a California corporation By: /s/ Xxx Xxx Kim Name: Title:

Page 2 of 3

FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

By:Xxxxx Real Estate Fund XI, L.P.

a Georgia limited partnership

By:Xxxxx Partners, L.P.

a Georgia limited partnership

as General Partner

By:Xxxxx Capital, Inc.

a Georgia corporation

as General Partner

By: /s/ Xxxxxxx X. Xxxxx

Name: Xxxxxxx X. Xxxxx

Its: Sr. Vice President

By: /s/ Xxxxxxx X. Xxxxx

Name: Xxx X. Xxxxx, III, as General Partner, by and through Xxxxxxx X. Xxxxx, as attorney in fact

Page 3 of 3