FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

EXHIBIT 10.4

FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into effective as of December 21, 2021 (the “Effective Date”), by and among the entities listed on Exhibit A attached hereto (each, a “Seller” and collectively, the “Sellers”), and EGP MEDBASE REIT LLC, a Delaware limited liability company (“Purchaser”).

R E C I T A L S:

WHEREAS, Sellers and Purchaser (as successor by assignment from Easterly Government Properties LP, a Delaware limited partnership) entered into that certain Purchase and Sale Agreement dated as of September 30, 2021, as amended by that certain First Amendment to Purchase and Sale Agreement dated as of October 12, 2021, as further amended by that certain Second Amendment to Purchase and Sale Agreement dated as of November 1, 2021, and as further amended by that certain Third Amendment to Purchase and Sale Agreement dated as of December 21, 2021 (collectively, the “Purchase Agreement”);

WHEREAS, pursuant to the Purchase Agreement, Sellers agreed to sell to Purchaser, and Purchaser agreed to buy from Sellers, the Membership Interests in the Companies set forth next to such Seller’s name on Exhibit A attached hereto; and

WHEREAS, Sellers and Purchaser desire to further amend the Purchase Agreement to set forth certain agreements of the parties as more particularly set forth herein.

NOW, THEREFORE, in consideration of the terms, conditions and covenants contained in the Purchase Agreement and in this Amendment, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Purchaser agree as follows:

1.Capitalized Terms. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Purchase Agreement.

2.List of Construction Contracts. Exhibit F to the Purchase Agreement is the List of Construction Contracts. Sellers and Purchaser agree that the additional Construction Contracts listed on Exhibit F-1 attached hereto are added to the List of Construction Contracts.

3.Reaffirmation. The parties acknowledge and agree that notwithstanding anything in the Purchase Agreement or any correspondence between the parties to the contrary, the Purchase Agreement has remained, and is, in full force and effect, and, except as expressly modified by this Amendment, Sellers and Purchaser hereby reaffirm all terms, covenants and conditions contained in the Purchase Agreement.

4.Governing Law. THIS AMENDMENT IS PERFORMABLE IN THE STATE OF DELAWARE AND SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE FEDERAL LAWS OF THE UNITED STATES AND THE LAWS OF SUCH STATE.

5.Counterparts. This Amendment may be executed in any number of identical counterparts, any or all of which may contain the signatures of fewer than all of the parties but all of which shall be taken together as a single instrument. The Purchase Agreement and counterparts to this Amendment may be executed and delivered by e-mail transmission, and for purposes of the Purchase Agreement and this Amendment signatures transmitted by e-mail shall be deemed to be original signatures.

6.Captions. The paragraph headings of this Amendment are for convenience only and in no way limit or enlarge the scope or meaning of the language hereof.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the Effective Date.

SELLERS:

XXXXXXXXXX VA MANAGING MEMBER LLC,
a Delaware limited liability company

By: /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx
Title: Manager

XXXXXXXXXXX VA MANAGING MEMBER LLC,
a Delaware limited liability company

By: /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx
Title: Manager

COLUMBUS VA MANAGING MEMBER LLC,
a Delaware limited liability company

By: /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx
Title: Manager

CORPUS CHRISTI VA MANAGING MEMBER LLC,
a Delaware limited liability company

By: /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx
Title: Manager

JACKSONVILLE VA OPC MANAGING MEMBER LLC,
a Delaware limited liability company

By: /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx
Title: Manager

[Signature Page to Fourth Amendment to Purchase and Sale Agreement]

JOHNSON COUNTY VA MANAGING MEMBER LLC,
a Delaware limited liability company

By: /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx
Title: Manager

LUBBOCK VA MANAGING MEMBER LLC,
a Delaware limited liability company

By: /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx
Title: Manager

COBB COUNTY VA MANAGING MEMBER LLC,
a Delaware limited liability company

By: /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx
Title: Manager

PHOENIX VA MANAGING MEMBER LLC,
a Delaware limited liability company

By: /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx
Title: Manager

SAN ANTONIO VA MANAGING MEMBER LLC,
a Delaware limited liability company

By: /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx
Title: Manager

[Signatures continue on following page.]

[Signature Page to Fourth Amendment to Purchase and Sale Agreement]

PURCHASER:

EGP MEDBASE REIT LLC,

a Delaware limited liability company

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President

[Signature Page to Fourth Amendment to Purchase and Sale Agreement]

EXHIBIT A

LIST OF SELLERS

SELLER

Birmingham VA Managing Member LLC, a Delaware limited liability company

Chattanooga VA Managing Member LLC, a Delaware limited liability company

Columbus VA Managing Member LLC, a Delaware limited liability company

Corpus Christi VA Managing Member LLC, a Delaware limited liability company

Jacksonville VA OPC Managing Member LLC, a Delaware limited liability company

Johnson County VA Managing Member LLC, a Delaware limited liability company

Lubbock VA Managing Member LLC, a Delaware limited liability company

Cobb County VA Managing Member LLC, a Delaware limited liability company

Phoenix VA Managing Member LLC, a Delaware limited liability company

San Antonio VA Managing Member LLC, a Delaware limited liability company

EXHIBIT F-1

SUPPLEMENT TO CONSTRUCTION CONTRACTS

COMPANY	SUPPLEMENTAL CONSTRUCTION CONTRACT(S)	SUPPLEMENTAL ARCHITECT AGREEMENT(S)
Birmingham Company	Assignment between Birmingham Company and Birmingham Seller, consented to by Xxxx Construction, LLC dated on or after the date hereof	Assignment between each of Birmingham Company, Columbus Company, Corpus Christi Company, Jacksonville Company, Marietta Company, Phoenix Company and San Antonio Company, as Assignors, and each of Birmingham Seller, Columbus Seller, Corpus Christi Seller, Jacksonville Seller, Marietta Seller, Phoenix Seller and San Antonio Seller, as Assignees, and consented to by Xxxxxx Xxxxxx, LLC f/k/a Xxxxxx Xxxxxxx Architects, LL, dated on or after the date hereof
Columbus Company	Assignment between Columbus Company, Columbus Seller, consented to by Xxxxx Xxxxx Construction, LLC dated on or after the date hereof
Corpus Christi Company	Assignment between Corpus Christi Company, Corpus Christi Seller, consented to by Xxxxxxxx Construction Company, Inc. dated on or after the date hereof
Jacksonville Company	Assignment between Jacksonville Company, Jacksonville Seller, consented to by Xxxxx Xxxxx Construction, LLC dated on or after the date hereof
Marietta Company	Assignment between Marietta Company, Xxxxxxxx Xxxxxx, consented to by Manhattan Construction Company dated on or after the date hereof
Phoenix Company	Assignment between Marietta Company, Xxxxxxxx Xxxxxx, consented to by Xxxxxxxx Construction Company, Inc. dated on or after the date hereof
San Antonio Company	Assignment between San Antonio Company, San Antonio Seller, consented to by Xxxxxxxx Construction Company, Inc. dated on or after the date hereof