Amendment to Master Property Management, Leasing and Construction Management Agreement

Exhibit 10.12

Amendment to Master Property Management, Leasing and

Construction Management Agreement

This Amendment to the Master Property Management, Leasing and Construction Management Agreement (the “Amendment”), dated as of December 28, 2012, is between Xxxxx Real Estate Investment Trust II, Inc., a Maryland corporation (“Xxxxx REIT II”), Xxxxx Operating Partnership II, L.P., a Delaware limited partnership (“Xxxxx OP II”), and Xxxxx Management Company, Inc., a Georgia corporation (“Manager”).

WHEREAS, Xxxxx REIT II, Xxxxx OP II and Xxxxx Management are parties to that certain Master Property Management, Leasing and Construction Management Agreement effective as of July 1, 2012 (the “Property Management Agreement”);

WHEREAS, Xxxxx REIT II, Xxxxx Real Estate Funds, Inc. (“Xxxxx REF”), Advisor (as defined in the Property Management Agreement) and Manager have entered into that certain Transition Services Agreement, effective July 1, 2012, as amended by the Amendment to Transition Services Agreement dated as of December 28, 2012 (as amended, the “TSA”);

WHEREAS, in connection with and as consideration for Xxxxx REIT II entering into the Amendment to Transition Services Agreement, Xxxxx REF has agreed to cause Manager to enter into this Amendment amending the Property Management Agreement.

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

1. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Property Management Agreement.

2. Section 6.1 of the Property Management Agreement is hereby amended to add a new Section 6.1.D as follows:

“Immediately upon the WRES Option Closing (as defined in the Transition Services Agreement by and among Xxxxx Real Estate Funds, Inc., Xxxxx Real Estate Advisory Services II, LLC and Xxxxx REIT II effective July 1, 2012 as amended by the Amendment to Transition Services Agreement between such parties, Manager and Xxxxx Real Estate Services, LLC dated December 28, 2012).”

3. Except as otherwise specifically set forth herein, the terms of the Property Management Agreement shall remain in full force and effect.

4. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Georgia, without regard to the conflict of law principles thereof.

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

[Signature Page Follows.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Master Property Management, Leasing and Construction Management Agreement as of the 28th day of December, 2012.

XXXXX REAL ESTATE INVESTMENT TRUST II, INC.

By: /s/ E. Xxxxxx Xxxxx

Name: E. Xxxxxx Xxxxx

Title: President

XXXXX OPERATING PARTNERSHIP II, L.P.

By: /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Vice President

XXXXX MANAGEMENT COMPANY, INC.

By: /s/ Xxxxxxx X. Xxxxxxxx

Name: Xxxxxxx X. Xxxxxxxx

Title: Vice President

Amendment to Master Property Management, Leasing and Construction Management Agreement Signature Page