S-11/A

As filed with the Securities and Exchange Commission on February 9, 2018

Registration No. 333-214819

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM S-11

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

KBS Strategic Opportunity REIT, Inc.

(Exact name of registrant as specified in its charter)

Maryland	6798	26-3842535
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. employer identification number)

800 Newport Center Drive, Suite 700

Newport Beach, California 92660

(949) 417-6500

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

Keith D. Hall

Chief Executive Officer

KBS Strategic Opportunity REIT, Inc.

800 Newport Center Drive, Suite 700

Newport Beach, California 92660

(949) 417-6500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Robert H. Bergdolt, Esq.

Christopher R. Stambaugh, Esq.

DLA Piper LLP (US)

4141 Parklake Avenue, Suite 300

Raleigh, North Carolina 27612-2350

(919) 786-2000

Approximate date of commencement of proposed sale to public:    As soon as practicable after the effectiveness of the registration statement.

If any of the securities on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  ☐

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer  ☐	Accelerated filer  ☐
Non-accelerated filer  ☒	Smaller reporting company  ☐
(Do not check if a smaller reporting company)
Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act .  ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

	KBS STRATEGIC OPPORTUNITY REIT, INC.
	$1,000,000,000 Maximum Offering of Common Stock

KBS Strategic Opportunity REIT, Inc. is an externally managed real estate investment trust, or REIT, that intends to invest in and manage a diverse portfolio of opportunistic real estate, real estate-related loans, real estate-related securities and other real estate-related investments. As of September 30, 2017, we consolidated 20 real estate investments comprised of 11 office properties, one office campus consisting of nine office buildings, one office portfolio consisting of four office buildings and 25 acres of undeveloped land, one office portfolio consisting of three office properties, one office/flex/industrial portfolio consisting of 21 buildings, one retail property, two apartment properties, two investments in undeveloped land with approximately 1,100 developable acres, and owned three investments in unconsolidated joint ventures, an investment in real estate debt securities and an investment in real estate equity securities.

Pursuant to this prospectus, we are offering up to $1,000,000,000 of shares of our common stock, consisting of up to $750,000,000 of shares in our primary offering and up to $250,000,000 of shares pursuant to our dividend reinvestment plan. We are offering to sell any combination of Class T, S, D and I shares with a dollar value up to the maximum offering amount. The per share purchase price will vary and will generally equal our most recently disclosed net asset value (“NAV”) per share, as determined monthly, plus applicable upfront selling commissions and dealer manager fees. We may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the most recently disclosed monthly NAV per share in cases where we believe there has been a material change (positive or negative) to our NAV per share relative to the most recently disclosed monthly NAV per share. The per share purchase price will be effective three business days after such purchase price is disclosed by us. The share classes have different upfront selling commissions and dealer manager fees, and different ongoing distribution fees. The dealer manager, KBS Capital Markets Group LLC, our affiliate, is not required to sell any specific number or dollar amount of shares but will use its best efforts to sell the shares offered. Subject to certain exceptions, you must initially invest at least $2,500 in shares of our Class T, Class S and Class D common stock and $1,000,000 in shares of our Class I common stock. We intend to offer shares of our common stock on a continuous basis and for an indefinite period of time, by filing a new registration statement before the end of each prior offering, subject to regulatory approval.

We do not intend to list our shares of common stock for trading on an exchange or other trading market. In an effort to provide our stockholders with liquidity in respect of their investment in our shares, we have adopted a limited share redemption program whereby stockholders may request that we redeem all or any portion of their shares. We may choose to redeem all, some or none of the shares that have been requested to be redeemed at the end of any particular month, in our discretion, not to exceed any limitations in the share redemption program. The redemption price per share for each class of common stock would be equal to the then-current offering price before applicable selling commissions and dealer manager fees (the “transaction price”), as determined monthly, for such class. Subject to limited exceptions, shares that have not been outstanding for at least one year will be redeemed at 95% of the transaction price and, with respect to shares outstanding as of [            ], 2018, if such shares are redeemed prior to [            ], 2019, such shares will be redeemed at 95% of the transaction price.

Investing in shares of our common stock involves a high degree of risk. You should purchase shares only if you can afford a complete loss of your investment. See “Risk Factors ” beginning on page 29. These risks include, among others:

• There is no public trading market for shares of our common stock, and we do not anticipate that there will be a public trading market for our shares, so redemption of shares by us will likely be the only way to dispose of your shares. Our share redemption program will provide stockholders with the opportunity to request that we redeem their shares on a monthly basis, but we are not obligated to redeem any shares and may choose to redeem only some, or even none, of the shares that have been requested to be redeemed in any particular month, in our discretion. In addition, redemptions will be subject to available liquidity and other significant restrictions. Further, our board of directors may modify, suspend or terminate our share redemption program if it deems such action to be in our best interest and the best interest of our stockholders. As a result, our shares should be considered as having only limited liquidity and at times may be illiquid.

• The purchase and redemption price for shares of our common stock will generally be based on our most recently disclosed monthly NAV of each class of common stock (subject to material changes as described above) and will not be based on any public trading market. In addition to being up to a month old when share purchases and redemptions take place, our NAV does not currently represent our enterprise value and may not accurately reflect the actual prices at which our assets could be liquidated on any given day, the value a third party would pay for all or substantially all of our shares, or the price that our shares would trade at on a national stock exchange. Furthermore, our board of directors may amend our NAV procedures from time to time.

• All of our executive officers, some of our directors and other key real estate and debt finance professionals are also officers, directors, managers, key professionals and/or holders of a controlling interest in our advisor, our dealer manager and other affiliated KBS entities. As a result, they face conflicts of interest, including but not limited to conflicts arising from time constraints, allocation of investment opportunities and the fact that the fees our advisor will receive for services rendered to us are based on our NAV, the procedures for which our advisor assists our board of directors in developing, overseeing, implementing and coordinating.

• We pay substantial fees and expenses to our advisor, its affiliates and participating broker-dealers. These fees increase our stockholders’ risk of loss.

• The amount of distributions we may make is uncertain. We may pay distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings or offering proceeds. The use of these sources for distributions would decrease the amount of cash we have available for new investments, share redemptions and other corporate purposes, and could reduce your overall return.

• Our use of leverage increases the risk of your investment.

• If we fail to maintain our status as a REIT, it would adversely affect our results of operations and our ability to make distributions to our stockholders.

Neither the SEC, the Attorney General of the State of New York nor any other state securities regulator has approved or disapproved of our common stock, determined if this prospectus is truthful or complete or passed on or endorsed the merits of this offering. Any representation to the contrary is a criminal offense. This investment involves a high degree of risk. You should purchase these securities only if you can afford a complete loss of your investment. The use of projections or forecasts in this offering is prohibited. No one is permitted to make any predictions about the cash benefits or tax consequences you will receive from your investment.

	Per Share (1)			Total Maximum Primary Offering (2)		Total Maximum Dividend Reinvestment Plan (2)		Total Maximum
Gross offering proceeds(3)				$	750,000,000	$	250,000,000	$	1,000,000,000
Public offering price, Class T shares	$	[	]
Public offering price, Class S shares	$	[	]
Public offering price, Class D shares	$	[	]
Public offering price, Class I shares	$	[	]
Upfront selling commissions and dealer manager fees(3) (4)	$			$	8,454,000	$	-	$	8,454,000
Proceeds to us, before expenses(4)	$	[	]	$	741,546,000	$	250,000,000	$	991,546,000

⁽¹⁾  The price per share presented is based on the NAV as of [    ], 2018. Shares of each class will be issued at a price per share generally equal to the most recently disclosed monthly NAV per share for such class, plus any applicable upfront selling commissions and dealer manager fees.

⁽²⁾  We reserve the right to reallocate the offering amount between the primary offering and our dividend reinvestment plan.

⁽³⁾  Table is based on certain assumptions regarding the amount of primary offering gross proceeds that come from sales of each class. The number of shares of each class sold and the relative proportions in which the classes of shares are sold are uncertain and may differ significantly from these assumptions. In addition to upfront selling commissions and dealer manager fees reflected in this table, subject to Financial Industry Regulatory Authority, Inc., or FINRA, limitations on underwriting compensation, we pay our Dealer Manager certain ongoing distribution fees. See “Plan of Distribution.”

⁽⁴⁾  The per share amount represents an average of all shares under the primary offering and dividend reinvestment plan based on the foregoing assumptions and the sale of the total maximum offering. There will be additional items of value paid by us in connection with this offering, which are viewed by FINRA as underwriting compensation. Payment of this additional underwriting compensation will reduce the proceeds to us, before expenses. See “Plan of Distribution.”

The date of this prospectus is [        ], 2018

SUITABILITY STANDARDS

The shares we are offering through this prospectus are suitable only as a long-term investment for persons of adequate financial means and who have no need for liquidity in this investment. Because there is no public market for our shares, you will have difficulty selling your shares.

In consideration of these factors, we have established suitability standards for investors in this offering and subsequent purchasers of our shares. These suitability standards require that a purchaser of shares have either:

• a net worth of at least $250,000; or

• gross annual income of at least $70,000 and a net worth of at least $70,000.

In addition to the suitability standards referenced above, the states listed below have established additional suitability requirements that are more stringent than ours and investors in these states are directed to the following special suitability standards:

• Alabama, Michigan and Oregon – Investors must have a liquid net worth of at least ten times their investment in us and our affiliates.

• California – Investors must have either (i) a net worth of at least $350,000 or (ii) a gross annual income of at least $70,000 and a net worth of at least $150,000. In addition, California investors must have a net worth of at least ten times their investment in us.

• Idaho – Investors must have either (i) a liquid net worth of at least $300,000 or (ii) a gross annual income of at least $85,000 and a liquid net worth of at least $85,000. In addition, Idaho investors must have a liquid net worth of at least ten times their investment in us.

• Iowa – Investors must have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $350,000. In addition, Iowa investors must limit their aggregate investment in this offering and in the securities of other non-publicly traded real estate investment trusts to 10% of such investor’s net worth. Investors who are accredited investors as defined in Regulation D under the Securities Act of 1933, as amended, are not subject to the foregoing concentration limit.

• Kansas – It is recommended by the Office of the Securities Commissioner that Kansas investors limit their aggregate investment in us and other non-traded real estate investment trusts to not more than 10% of their liquid net worth. For these purposes, liquid net worth shall be defined as that portion of total net worth (total assets minus liabilities) that is comprised of cash, cash equivalents and readily marketable securities.

• Kentucky – Investors may not invest more than 10% of their liquid net worth in us or in other KBS-sponsored publicly registered non-publicly traded REITs. ‘Liquid net worth’ is defined as that portion of net worth that is comprised of cash, cash equivalents and readily marketable securities.The Office of the Kansas Securities Commissioner recommends that Kansas investors have a liquid net worth of at least ten times their aggregate investment in us and other non-traded real estate investment trusts.

• Kentucky – Investors must have a liquid net worth of at least ten times their investment in us and other KBS-sponsored publicly registered non-traded real estate investment trusts.

• Maine – The Maine Office of Securities recommends that an investor’s aggregate investment in this offering and similar direct participation investments not exceed 10% of the investor’s liquid net worth.

• Massachusetts – Investors must have either (a) a net worth of at least $300,000 or (b) a gross annual income of at least $90,000 and a net worth of at least $90,000. In addition, investors must have a liquid net worth of at least ten times their investment in us and other illiquid direct participation programs.

• Missouri – Investors may not invest more than ten percent (10%) of their liquid net worth in each class of our shares.

• Nebraska – Investors must have either (i) a net worth of at least $350,000 or (ii) a gross annual income of at least $100,000 and a net worth of at least $100,000. In addition, Nebraska investors must have a net worth of at least ten times their aggregate investment in us and in the securities of other non-publicly traded real estate investment trusts. Investors who are accredited investors as defined in Regulation D under the Securities Act of 1933, as amended, are not subject to the foregoing investment concentration restriction.

• New Jersey – Investors must have either (i) a liquid net worth of at least $100,000 and an annual gross income of at least $85,000 or (ii) a liquid net worth of at least $350,000. In addition, a New Jersey investor’s investment in us, our affiliates, and other non-publicly traded direct investment programs (including real estate investment trusts, business development companies, oil and gas programs, equipment leasing programs and commodity

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pools, but excluding unregistered, federally and state exempt private offerings) may not exceed ten percent (10%) of his or her liquid net worth.

• New Mexico – A New Mexico investor may not invest, and we may not accept from an investor more than ten percent (10%) of that investor’s liquid net worth in shares of us, our affiliates, and in other non-traded real estate investment trusts.

• North Dakota – Investors must have a net worth of at least ten times their investment in us.

• Ohio – Investors must have a liquid net worth of at least ten times their investment in us, our affiliates and other non-traded real estate investment trusts.

• Pennsylvania – Investors must have a net worth of at least ten times their investment in us.

• Tennessee – Investors must have a liquid net worth of at least ten times their investment in us. In addition, the Tennessee Securities Division recommends that investors have a liquid net worth of at least ten times their investment in us and in similar direct participation program investments.

• Vermont – Accredited investors, as defined in 17 C.F.R. § 230.501, may invest freely in this offering. Non-accredited investors must have a liquid net worth of at least ten times their investment in us.

For purposes of determining the suitability of an investor, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles. In the case of sales to fiduciary accounts, these suitability standards must be met by the fiduciary account, by the person who directly or indirectly supplied the funds for the purchase of the shares if such person is the fiduciary or by the beneficiary of the account.

Our sponsor, those selling shares on our behalf and participating broker-dealers and registered investment advisors recommending the purchase of shares in this offering must make every reasonable effort to determine that the purchase of shares in this offering is a suitable and appropriate investment for each stockholder based on information provided by the stockholder regarding the stockholder’s financial situation and investment objectives. See “Plan of Distribution — Suitability Standards” for a detailed discussion of the determinations regarding suitability that we require.

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IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

Please carefully read the information in this prospectus and any accompanying prospectus supplements, which we refer to collectively as the prospectus. You should rely only on the information contained in this prospectus and incorporated herein by reference. We have not authorized anyone to provide you with different information. This prospectus may only be used where it is legal to sell these securities. You should not assume that the information contained in this prospectus is accurate as of any date later than the date hereof or such other dates as are stated herein or as of the respective dates of any documents or other information incorporated herein by reference.

In addition to this prospectus, we may utilize certain sales material in connection with the offering of shares of our common stock, although only when accompanied by or preceded by the delivery of this prospectus. In certain jurisdictions, some or all of such sales material may not be available. This material may include information relating to this offering, the past performance of our advisor and its affiliates, property brochures and articles and publications concerning real estate. In addition, the sales material may contain certain quotes from various publications without obtaining the consent of the author or the publication for use of the quoted material in the sales material.

The offering of shares of our common stock is made only by means of this prospectus. Although the information contained in such sales material will not conflict with any of the information contained in this prospectus, such material does not purport to be complete, and should not be considered a part of this prospectus or the registration statement of which this prospectus is a part, or as incorporated by reference in this prospectus or said registration statement or as forming the basis of the offering of the shares of our common stock.

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, which we refer to as the “SEC,” using a continuous offering process. Periodically, as we make material investments or have other material developments, we will provide a prospectus supplement that may add, update or change information contained in this prospectus, including the information incorporated by reference. Any statement that we make in this prospectus, including statements made in the information incorporated by reference, will be modified or superseded by any inconsistent statement made by us in a subsequent prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this prospectus. You should read this prospectus, including the information incorporated by reference, and the related exhibits filed with the SEC and any prospectus supplement, together with additional information described below under “Where You Can Find More Information.” In this prospectus, we use the term “day” to refer to a calendar day, and we use the term “business day” to refer to each day that the New York Stock Exchange is open for trading.

Pursuant to this prospectus, we will offer to the public all of the shares that we have registered. We intend to conduct a continuous offering that will not have a predetermined duration, subject to continued compliance with the rules and regulations of the SEC and applicable state laws. From time to time, we intend to file new registration statements on Form S-11 with the SEC to register additional shares of common stock so that we may continuously offer shares of common stock pursuant to Rule 415 under the Securities Act of 1933, as amended. In certain states, the registration of our offering may continue for only one year following the initial clearance by applicable state authorities, after which we intend to renew the offering period for additional one-year periods (or longer, if permitted by the laws of each particular state). We reserve the right to terminate this offering at any time.

Each class of shares will be sold at the then-current transaction price, which will generally be the most recently disclosed monthly NAV per share for such class, plus applicable upfront selling commissions and dealer manager fees. Our NAV per share and transaction price per share will be available generally within 15 calendar days after the end of the applicable month. Promptly following the determination of our monthly NAV per share and transaction price per share, we will file a prospectus supplement or post-effective amendment to the registration statement with the SEC disclosing the NAV per share, the principal valuation components of our NAV, the transaction price per share and the effective date of the new transaction price. In addition, each month, our NAV per share and transaction price per share for each class of common stock will be (1) posted on our website, www.kbsstrategicopportunityreit.com, and (2) made available on our toll-free, automated telephone line, [__]. The new transaction price for each share class will become effective three business days after such transaction price is disclosed by us. We will not accept any subscription agreements during the three business day period following publication of the new transaction prices. If you have not received notification of acceptance of your purchase request before the 15th calendar day of the month, you should check whether your purchase request has been accepted by us by contacting the transfer agent, your financial intermediary or directly on our toll-free, automated telephone line, [__]. If your subscription agreement has not been accepted by us prior to our publication of the transaction prices, you may withdraw your purchase request during the three business day period immediately prior to the effectiveness of the new transaction prices by notifying the transfer agent, your financial intermediary or directly on our toll-free, automated telephone line, [__]. The purchase price per share to be paid by you will be based on the transaction price that is in effect on the date that your completed subscription agreement has been accepted by us. We generally expect that all subscription agreements received by

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us in “good order” with all required supporting documentation will be processed and accepted by us promptly. There may be a delay between your purchase decision and the acceptance caused by time necessary for you and your participating broker-dealer to put a subscription agreement in “good order,” which means, for these purposes, that all required information has been completed, all proper signatures have been provided, and funds for payment have been provided. As a result of this process, the price per share at which your purchase request is executed may be different than the price per share on the date you submitted your subscription agreement.

In order to avoid interruptions in the continuous offering of our shares of common stock, we will file an amendment to the registration statement with the SEC on or before such time as the most recent offering price per share for any of the classes of our shares being offered by this prospectus represents a 20% change from the per share price set forth in the registration statement filed with the SEC, as amended from time to time. There can be no assurance, however, that our continuous offering will not be suspended while the SEC reviews any such amendment, until it is declared effective, if at all.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements about our business, including, in particular, statements about our plans, strategies and objectives. You can generally identify forward-looking statements by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar words. You should not rely on these forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our actual results, performance and achievements may be materially different from that expressed or implied by these forward-looking statements.

You should carefully review the “Risk Factors” section of this prospectus for a discussion of the risks and uncertainties that we believe are material to our business, operating results, prospects and financial condition. Except as otherwise required by federal securities laws, we do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

EXPLANATORY NOTE

Prior to commencing this offering, will adopt new valuation procedures to calculate a monthly net asset value, or “NAV”, per share. We will rename our unclassified shares of common stock as “Class I” shares and classify three new classes of common stock: Class T, S and D shares. We will amend our dividend reinvestment plan and our share redemption program. We will also enter into a new advisory agreement with our advisor and a new dealer manager agreement with our dealer manager. We also intend to ask our stockholders to approve an amendment to remove Section 5.11 our charter, which requires that if we do not list our shares of common stock on a national securities exchange by July 31, 2019, we either (i) seek stockholder approval of the liquidation of the company or (ii) if a majority of the conflicts committee determines that liquidation is not then in the best interests of our stockholders, postpone the decision of whether to liquidate the company. In this draft prospectus, we generally assume that all of these events have occurred.

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TABLE OF CONTENTS

SUITABILITY STANDARDS	i
IMPORTANT INFORMATION ABOUT THIS PROSPECTUS	iii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	v
EXPLANATORY NOTE	v
PROSPECTUS SUMMARY	1
RISK FACTORS	29
Risks Related to an Investment in Us	29
Risks Related to Conflicts of Interest	39
Risks Related to Our Corporate Structure	43
General Risks Related to Investments in Real Estate	46
Risks Related to Real Estate-Related Investments	52
Risks Related to Our Financing Strategy	59
Federal Income Tax Risks	61
Retirement Plan Risks	66
ESTIMATED USE OF PROCEEDS	69
MANAGEMENT	71
Board of Directors	71
Committees of the Board of Directors	71
Executive Officers and Directors	72
Compensation of Directors	76
Limited Liability and Indemnification of Directors, Officers, Employees and Other Agents	76
The Advisor	77
The Advisory Agreement	79
Issuance of RSUs for Past Performance	80
Initial Investment by Our Advisor	82
Other Affiliates	82
Management Decisions	85
MANAGEMENT COMPENSATION	86
Performance Component Calculation Example	91
STOCK OWNERSHIP	93
CONFLICTS OF INTEREST	94
Our Affiliates’ Interests in Other KBS Real Estate Programs	94
Receipt of Fees and Other Compensation by KBS Capital Advisors and its Affiliates	95
Our Board of Directors’ Loyalties to KBS REIT I, KBS REIT II, KBS REIT III, KBS Strategic Opportunity REIT II, KBS Growth & Income and Possibly to Future KBS-Sponsored Programs	96
Fiduciary Duties Owed by Some of Our Affiliates to Our Advisor and Our Advisor’s Affiliates	96
Affiliated Dealer Manager	97
Certain Conflict Resolution Measures	97
INVESTMENT OBJECTIVES AND CRITERIA	102
General	102
Investment Policies	102
Investment Decisions and Asset Management: The KBS Approach	108
Joint Venture Investments	109
Borrowing Policies	110
Operating Policies	111
Disposition Policies	112
Charter-imposed Investment Limitations	112
Investment Limitations to Avoid Registration as an Investment Company	113
INVESTMENTS IN REAL PROPERTIES AND REAL ESTATE-RELATED ASSETS	114
SELECTED INFORMATION REGARDING OUR OPERATIONS	118
Selected Financial Data	118
Share Redemptions	119

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Distribution Information	119
Funds from Operations, Modified Funds from Operations and Adjusted Modified Funds from Operations	120
Management Compensation	123
NET ASSET VALUE CALCULATION AND VALUATION PROCEDURES	124
Valuation of Real Property	124
Valuation of Real Estate-Related Assets and Liquid Non-Real Estate-Related Assets	126
Valuation of Liabilities	127
NAV and NAV per Share Calculation	127
Probability-Weighted Adjustments	128
Oversight by our Board of Directors	128
Review of and Changes to Our Valuation Procedures	128
Limitations on the Calculation of NAV	129
Relationship between NAV and Our Transaction Price	129
Our Current and Historical NAV Calculations	129
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	133
General	133
Taxation of KBS Strategic Opportunity REIT	134
Tax Aspects of Investments in Partnerships	147
Taxation of Holders of Our Common Stock	149
ERISA CONSIDERATIONS	155
Prohibited Transactions	155
Plan Asset Considerations	155
Other Prohibited Transactions	157
Annual Valuation	158
DESCRIPTION OF SHARES	160
Common Stock	160
Preferred Stock	162
Meetings and Special Voting Requirements	163
Advance Notice for Stockholder Nominations for Directors and Proposals of New Business	163
Restriction on Ownership of Shares	163
Distributions	165
Inspection of Books and Records	165
Business Combinations	166
Control Share Acquisitions	166
Subtitle 8	167
Tender Offers by Stockholders	167
Dividend Reinvestment Plan	168
Share Redemption Program	170
Registrar and Transfer Agent	174
Restrictions on Roll-Up Transactions	174
THE OPERATING PARTNERSHIP AGREEMENT	176
General	176
Capital Contributions	176
Operations	176
Distributions and Allocations of Profits and Losses	176
Rights, Obligations and Powers of the General Partner	177
Exchange Rights	177
Change in General Partner	178
Transferability of Interests	178
Amendment of Limited Partnership Agreement	178
PLAN OF DISTRIBUTION	179
General	179
Purchase of Shares	180
Frequent Trading Policies	180
Underwriting Compensation	181
Suitability Standards	185

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Minimum Purchase Requirements	185
Investments by Qualified Accounts	186
Initial Investment Reimbursement	186
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	187
SUPPLEMENTAL SALES MATERIAL	188
LEGAL MATTERS	188
EXPERTS	188
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	189
WHERE YOU CAN FIND MORE INFORMATION	190
APPENDIX A FORM OF SUBSCRIPTION AGREEMENT WITH INSTRUCTIONS	A-1
APPENDIX B FORM OF SIXTH AMENDED AND RESTATED DIVIDEND REINVESTMENT PLAN	B-1

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PROSPECTUS SUMMARY

This prospectus summary highlights material information contained elsewhere in this prospectus. Because it is a summary, it may not contain all of the information that is important to you. To understand this offering fully, you should read the entire prospectus carefully, including the “Risk Factors” section and the financial statements, before making a decision to invest in our common stock.

What is KBS Strategic Opportunity REIT, Inc.?

KBS Strategic Opportunity REIT, Inc. is a Maryland corporation that intends to invest in and manage a diverse portfolio of opportunistic real estate, real estate-related loans, real estate-related securities and other real estate-related investments. In particular, we are currently focused on acquiring properties with significant possibilities for short-term capital appreciation, such as those requiring development, redevelopment or repositioning or those located in markets with higher volatility, lower barriers to entry and high growth potential. We may acquire office, industrial, retail, hospitality, multi-family and other real properties, including existing or newly constructed properties or properties under development or construction. We also may invest in real estate-related loans, including but not limited to mortgage, bridge or mezzanine loans. Further, we may invest in real estate-related securities, including securities issued by other real estate companies, either for investment or in change of control transactions completed on a negotiated basis or otherwise. We may make our investments through the acquisition or origination of individual assets, through joint ventures, or by acquiring portfolios of assets or other companies. We anticipate that the majority of our investments will be made in the United States, although we may also invest outside the United States to the extent that opportunities exist that may help us meet our investment objectives.

We were incorporated in the State of Maryland on October 8, 2008. We believe we have operated in such a manner as to qualify as a real estate investment trust, or “REIT,” for federal income tax purposes, beginning with the taxable year ended December 31, 2010. We commenced a “best efforts” initial public offering on November 20, 2009 for up to 140,000,000 unclassified shares of common stock, 100,000,000 shares of which were registered in our primary offering and 40,000,000 shares were registered under our dividend reinvestment plan. We ceased offering shares of common stock in the primary portion of our initial public offering on November 14, 2012. We sold 56,584,976 unclassified shares of common stock in the primary offering for gross offering proceeds of $561.7 million.

Prior to the commencement of this offering, we intend to rename our unclassified shares of common stock as “Class I” shares and classify three new classes of common stock: Class T, S and D shares. We also will begin reporting a monthly NAV for each class of our shares. We intend to operate as a perpetual-life REIT, which means that we intend to offer our shares continuously through ongoing primary offerings. We also offer our shares through our dividend reinvestment plan. As of September 30, 2017, we had 56,795,632 shares outstanding, held by 14,787 stockholders.

As of September 30, 2017, we consolidated 20 real estate investments comprised of 11 office properties, one office campus consisting of nine office buildings, one office portfolio consisting of four office buildings and 25 acres of undeveloped land, one office portfolio consisting of three office properties, one office/flex/industrial portfolio consisting of 21 buildings, one retail property, two apartment properties, two investments in undeveloped land with approximately 1,100 developable acres, and owned three investments in unconsolidated joint ventures, an investment in real estate debt securities and an investment in real estate equity securities.

We own substantially all of our assets and conduct our operations through KBS Strategic Opportunity Limited Partnership, which we refer to as our Operating Partnership in this prospectus. We are the sole general partner of the Operating Partnership and, as of the date of this prospectus, our wholly owned subsidiary, KBS Strategic Opportunity Holdings LLC, is the sole limited partner of the Operating Partnership. Except where the context suggests otherwise, the terms “we,” “us,” “our” and “our company” refer to KBS Strategic Opportunity REIT, Inc., together with its subsidiaries, including the Operating Partnership and its subsidiaries, and all assets held through such subsidiaries.

Our external advisor, KBS Capital Advisors LLC, which we sometimes refer to as KBS Capital Advisors in this prospectus, conducts our operations and manages our portfolio of investments. We have no paid employees.

Our office is located at 800 Newport Center Drive, Suite 700, Newport Beach, California 92660. Our telephone number is (949) 417-6500. Our fax number is (949) 417-6501, and our web site address is www.kbsstrategicopportunityreit.com.

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What is a REIT?

In general, a REIT is an entity that:

• combines the capital of many investors to acquire or provide financing for real estate and real estate-related investments;

• allows individual investors to invest in a professionally managed, large-scale, diversified portfolio of real estate-related investments;

• pays distributions to investors of at least 90% of its annual REIT taxable income (computed without regard to the dividends paid deduction and excluding net capital gain); and

• avoids the “double taxation” treatment of income that normally results from investments in a corporation because a REIT is not generally subject to federal corporate income taxes on that portion of its income distributed to its stockholders, provided certain income tax requirements are satisfied.

However, under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), REITs are subject to numerous organizational and operational requirements. If we fail to qualify for taxation as a REIT in any year after electing REIT status, our income will be taxed at regular corporate rates, and we may be precluded from qualifying for treatment as a REIT for the four-year period following our failure to qualify. Even if we qualify as a REIT for federal income tax purposes, we may still be subject to state and local taxes on our income and property and to federal income and excise taxes on our undistributed income.

What are your investment objectives and strategies?

Our primary investment objectives are:

• to provide our stockholders with attractive and stable returns; and

• to preserve and return our stockholders’ capital contribution.

We seek to achieve these objectives by investing in and managing a portfolio of opportunistic real estate, real estate-related loans, real estate-related securities and other real estate-related investments. In particular, we are currently focused on acquiring properties with significant possibilities for short-term capital appreciation, such as those requiring development, redevelopment or repositioning or those located in markets with higher volatility, lower barriers to entry and high growth potential. We may acquire office, industrial, retail, hospitality, multi-family and other real properties, including existing or newly constructed properties or properties under development or construction. We also may invest in real estate-related loans, including but not limited to mortgage, bridge or mezzanine loans. Further, we may invest in real estate-related securities, including securities issued by other real estate companies, either for investment or in change of control transactions completed on a negotiated basis or otherwise. We may make our investments through the acquisition or origination of individual assets, through joint ventures, or by acquiring portfolios of assets or other companies. We anticipate that the majority of our investments will be made in the United States, although we may also invest outside the United States to the extent that opportunities exist that may help us meet our investment objectives.

We plan to lease-up and stabilize existing assets. We plan to explore value-add opportunities for existing assets and seek to realize growth in the value of our investments by timing asset sales to maximize their value. We also intend to actively pursue additional lending and investment opportunities that we believe will provide an attractive risk-adjusted return to our stockholders.

Real Estate Investments

As of September 30, 2017, we owned 11 office properties, one office campus consisting of nine office buildings, one office portfolio consisting of four office buildings and 25 acres of undeveloped land, one office portfolio consisting of three office properties, one office/flex/industrial portfolio consisting of 21 buildings and one retail property encompassing, in the aggregate, approximately 6.0 million rentable square feet. As of September 30, 2017, these properties were 83% occupied. In addition, we owned two apartment properties, containing 383 units and encompassing approximately 0.3 million rentable square feet, which were 97% occupied. We also owned two investments in undeveloped land with approximately 1,100 developable acres. In addition, we owned three investments in unconsolidated joint ventures.

We have attempted to diversify our tenant base in order to limit exposure to any one tenant or industry. As of September 30, 2017, we had no tenants that represented more than 10% of our total annualized base rent and our top ten tenants represented approximately 12% of our total annualized base rent. The total cost of our real estate portfolio as of

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September 30, 2017 was $1,177.2 million.

Financing Objectives

We have financed the majority of our real estate and real estate-related investments with a combination of the proceeds we received from our initial public offering and debt. We used debt financing to increase the amount available for investment and to potentially increase overall investment yields to us and our stockholders. As of September 30, 2017, the weighted-average interest rate on our debt was 3.7%.

We borrow funds at both fixed and variable rates. As of September 30, 2017, we had $305.5 million and $694.7 million of fixed and variable rate debt outstanding, respectively. The weighted-average interest rates of our fixed rate debt and variable rate debt as of September 30, 2017 were 4.3% and 3.5%, respectively. The weighted-average interest rate represents the actual interest rate in effect as of September 30, 2017, using interest rate indices as of September 30, 2017, where applicable.

Additionally, in March 2016, we, through a wholly-owned subsidiary, issued 970.2 million Israeli new Shekels (approximately $274.5 million as of September 30, 2017) in 4.25% bonds to investors in Israel pursuant to a public offering registered in Israel. The bonds have a seven year term and require principal installment payments equal to 20% of the face value of the bonds payable on March 1st of each year from 2019 to 2023. We have used a portion of the proceeds from the issuance of these bonds to make additional investments.

We have tried to spread the maturity dates of our debt to minimize maturity and refinance risk in our portfolio. In addition, a majority of our debt allows us to extend the maturity dates, subject to certain conditions. Although we believe we will satisfy the conditions to extend the maturity of our debt obligations, we can give no assurance in this regard.

There is no limitation on the amount we may borrow for any single investment. Our charter limits our total liabilities to 75% of the cost of our tangible assets; however, we may exceed that limit if a majority of the conflicts committee approves each borrowing in excess of our charter limitation and we disclose such borrowing to our common stockholders in our next quarterly report with an explanation from the conflicts committee of the justification for the excess borrowing. As of September 30, 2017, our borrowings and other liabilities were approximately 72% of the cost (before depreciation and other noncash reserves) and book value (before depreciation) of our tangible assets.

We do not intend to exceed the leverage limit in our charter. High levels of debt could cause us to incur higher interest charges and higher debt service payments, which would decrease the amount of cash available for distribution to our investors, and could also be accompanied by restrictive covenants. High levels of debt could also increase the risk of being unable to refinance when loans become due, or of being unable to refinance on favorable terms, and the risk of loss with respect to assets pledged as collateral for loans.

Except with respect to the borrowing limits contained in our charter, we may reevaluate and change our debt policy in the future without a stockholder vote. Factors that we would consider when reevaluating or changing our debt policy include: then-current economic conditions, the relative cost and availability of debt and equity capital, any investment opportunities, the ability of our investments to generate sufficient cash flow to cover debt service requirements and other similar factors. Further, we may increase or decrease our ratio of debt to book value in connection with any change of our borrowing policies.

Disposition Policies

The period that we will hold our investments will vary depending on the type of asset, interest rates and other factors. Our advisor has developed a well-defined exit strategy for each investment we have made. KBS Capital Advisors will continually perform a hold-sell analysis on each asset in order to determine the optimal time to hold the asset and generate a strong return for our stockholders. Economic and market conditions may influence us to hold our investments for different periods of time. We may sell an asset before the end of the expected holding period if we believe that market conditions have maximized its value to us or the sale of the asset would otherwise be in the best interests of our stockholders. During the year ended December 31, 2016, we did not dispose of any real estate properties. During the nine months ended September 30, 2017, we disposed of one office property and 102 developable acres resulting in gross sale proceeds of $96.4 million. On July 6, 2017, we sold a 45% equity interest in an entity that owns an office building for approximately $39.1 million. On November 8, 2017, we, through 11 wholly owned subsidiaries, sold 11 of our properties (the “Singapore Portfolio”) to various subsidiaries of Keppel-KBS US REIT, a newly formed Singapore real estate investment trust (the “SREIT”) that was listed on the Singapore Stock Exchange. The sale price of the Singapore Portfolio was $804.0 million, before third-party closing costs of approximately $7.7 million and excluding any disposition fees payable to our advisor.

What are the terms of this offering?

Pursuant to this prospectus, we are offering up to $1,000,000,000 of shares of our common stock, consisting of up to

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$750,000,000 of shares in our primary offering and up to $250,000,000 of shares pursuant to our dividend reinvestment plan. We are offering to sell any combination of Class T, S, D and I shares with a dollar value up to the maximum offering amount. The per share purchase price will vary and will generally equal our most recently disclosed NAV per share, as determined monthly, plus applicable upfront selling commissions and dealer manager fees. We may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the most recently disclosed monthly NAV per share in cases where we believe there has been a material change (positive or negative) to our NAV per share relative to the most recently disclosed monthly NAV per share. The share classes have different upfront selling commissions and dealer manager fees, and different ongoing distribution fees. Our dealer manager is not required to sell any specific number or dollar amount of shares but will use its best efforts to sell the shares offered. Subject to certain exceptions, you must initially invest at least $2,500 in shares of our Class T, Class S and Class D common stock and $1,000,000 in shares of our Class I common stock. We intend to offer shares of our common stock on a continuous basis and for an indefinite period of time, by filing a new registration statement before the end of each prior offering, subject to regulatory approval.

The table below summarizes the fees generally payable to our dealer manager with respect to shares and does not include the other fees and expenses payable to our advisor and its affiliates, which are allocable based on the respective NAV of our classes. The upfront selling commission and dealer manager fee are a percentage of the transaction price, which will generally be the most recently disclosed monthly NAV per share for such class, of the shares sold in the primary offering. No upfront selling commissions or dealer manager fees are paid with respect to any shares sold under our dividend reinvestment plan. Subject to FINRA limitations on underwriting compensation and certain other limitations, the ongoing distribution fee for each class is an annual amount equal to the percentage of our aggregate NAV for such share class set forth below.

	Class T	Class S	Class D	Class I
Upfront Selling Commission	3.00%	3.50%	None	None
Upfront Dealer Manager Fee	0.50%	None	None	None
Ongoing Distribution Fee	0.85%	0.85%	0.30%	None

The ongoing distribution fees listed above are allocated on a class-specific basis and borne by all holders of the applicable class. These class-specific fees may differ for each class, even when the NAV of each class is the same. We normally expect that the allocation of ongoing distribution fees on a class-specific basis will result in different amounts of distributions being paid with respect to each class of shares. However, if no distributions are authorized for a certain period, or if they are authorized in an amount less than the allocation of class-specific fees with respect to such period, then pursuant to our valuation procedures, the class-specific fee allocations may lower the net asset value of a share class. Therefore, as a result of the different ongoing fees allocable to each share class could have a different NAV per share. If the NAV of our classes are different, then changes to our assets and liabilities that are allocable based on NAV may also be different for each class. See “Net Asset Value Calculation and Valuation Procedures” and “Description of Shares—Distributions” for more information.

We will cease paying the distribution fees with respect to individual Class T, Class S and Class D shares when they are no longer outstanding, including as a result of conversion to Class I shares. Each Class T, Class S or Class D share held within a stockholder’s account shall automatically and without any action on the part of the holder thereof convert into a number of Class I shares at the applicable conversion rate (as defined below) on the earliest of (a) a listing of any shares of our common stock on a national securities exchange, (b) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets and (c) the end of the month in which the dealer manager in conjunction with our transfer agent determines that the total upfront selling commissions, upfront dealer manager fees and ongoing distribution fees paid with respect to all shares of such class held by such stockholder within such account (including shares purchased through a dividend reinvestment plan or received as stock dividends) equals or exceeds 8.75% (or a lower limit set forth in any applicable agreement between our dealer manager and a participating broker-dealer, provided that our dealer manager advises our transfer agent of the lower limit in writing) of the aggregate purchase price of all shares of such class held by such stockholder within such account and purchased in a primary offering (i.e., an offering other than a dividend reinvestment plan).

In addition, after termination of a primary offering registered under the Securities Act of 1933, as amended, each Class T, Class S or Class D share sold in that primary offering, each Class T, Class S or Class D share sold under a dividend reinvestment plan pursuant to the same registration statement that was used for that primary offering, and each Class T, Class S or Class D share received as a stock dividend with respect to such shares sold in such primary offering or dividend reinvestment plan, shall automatically and without any action on the part of the holder thereof convert into a number of Class I shares at the applicable conversion rate, at the end of the month in which we, with the assistance of our dealer manager, determine that all underwriting compensation paid or incurred with respect to the offerings covered by that registered statement from all sources, determined pursuant to the rules and guidance of FINRA, would be in excess of 10% of the aggregate purchase price of all shares sold for our account through that primary offering.

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As used above, the “applicable conversion rate” means (a) with respect to Class T shares, a ratio whereby the numerator is the most recently disclosed monthly Class T NAV per share and the denominator is the most recently disclosed monthly Class I NAV per share, (b) with respect to Class S shares, a ratio whereby the numerator is the most recently disclosed monthly Class S NAV per share and the denominator is the most recently disclosed monthly Class I NAV per share, and (c) with respect to Class D shares, a ratio whereby the numerator is the most recently disclosed monthly Class D NAV per share and the denominator is the most recently disclosed monthly Class I NAV per share. For each class of shares, the NAV per share shall be calculated as described in the most recent valuation procedures approved by our board of directors. Because we currently expect to allocate ongoing distribution fee expenses to our Class T, Class S and Class D shares through their distributions, and not through their NAV per share, we currently expect the applicable conversion rate to remain 1:1 for our Class T, Class S and Class D shares.

Assuming a constant net asset value per share and assuming applicable distribution fees are paid until the 8.75% of gross proceeds limit described in “Plan of Distribution—Distribution Fees—Class T, Class S and Class D Shares” is reached, we expect that a one-time $10,000 investment in shares of each class would be subject to the following upfront selling commissions, dealer manager fees and distribution fees:

	Upfront  Selling Commissions		Dealer Manager Fees		Annual Distribution Fees		Maximum Distribution Fees Over Life of Investment (Length of  Time)		Total (Length of  Time)
Class T	$	300	$	50	$	85		$556 (7 years)		$906 (7 years)
Class S	$	350	$	0	$	85		$556 (7 years)		$906 (7 years)
Class D	$	0	$	0	$	30		$875 (30 years)		$875 (30 years)
Class I	$	0	$	0	$	0		$    0		$    0

Our Class T shares, Class S shares, Class D shares and Class I shares are available for different categories of investors. Class T and Class S shares are available to the general public. Class D shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class D shares, (2) through participating broker-dealers that have alternative fee arrangements with their clients to provide access to Class D shares, (3) through investment advisers that are registered under the Investment Advisers Act of 1940 or applicable state law and direct clients to trade with a broker-dealer that offers Class D shares, (4) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (5) other categories of investors that we name in an amendment or supplement to this prospectus. Class I shares are available for purchase in this offering only (1) by institutional accounts as defined by FINRA Rule 4512(c), (2) through bank-sponsored collective trusts and bank-sponsored common trusts, (3) by retirement plans (including a trustee or custodian under any deferred compensation or pension or profit sharing plan or payroll deduction IRA established for the benefit of the employees of any company), foundations or endowments, (4) through certain financial intermediaries that are not otherwise registered with or as a broker-dealer and that direct clients to trade with a broker-dealer that offers Class I shares, (5) through investment advisers registered under the Investment Advisers Act of 1940 or applicable state law that are also registered with or as a broker-dealer, whose broker-dealer does not receive any compensation from us or the dealer manager, (6) by our executive officers and directors and their immediate family members, as well as officers and employees of our advisor or affiliates of our advisor and their immediate family members and, if approved by our board of directors, joint venture partners, consultants and other service providers, (7) through bank trust departments or any other organization or person authorized to act as a fiduciary for its clients or customers and (8) by any other categories of purchasers that we name in an amendment or supplement to this prospectus. Before making your investment decision, please consult with your investment adviser regarding your account type and the classes of common stock you may be eligible to purchase.

Certain participating broker-dealers may offer volume discounts, which would reduce upfront selling commissions and would therefore increase the length of time required for selling commissions, dealer manager fees and distribution fees to reach 8.75% (or a lower limit set forth in any applicable agreement between the dealer manager and a participating broker-dealer, provided that the dealer manager advises our transfer agent of the lower limit in writing) of gross proceeds. See “Plan of Distribution—Underwriting Compensation—Upfront Selling Commissions and Dealer Manager Fees.”

If you are eligible to purchase all four classes of shares, then in most cases you should purchase Class I shares because Class I shares have no upfront selling commissions, dealer manager fees or distribution fees. Such fees are applicable to the other share classes and will reduce the NAV or distributions of the other share classes. If you are eligible to purchase Class T, Class S and Class D shares but not Class I shares, in most cases you should purchase Class D shares because Class D shares have no upfront selling commissions or dealer manager fees and lower annual distribution fees.

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What is the purchase price for each share?

Each class of shares will be sold at the then-current transaction price, which will generally be the most recently disclosed monthly NAV per share for such class, plus applicable upfront selling commissions and dealer manager fees. Although the offering price for shares of our common stock will generally be based on the most recently disclosed monthly NAV per share, the NAV per share of such stock as of the date on which your purchase is settled may be significantly different. We may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the most recently disclosed monthly NAV per share, including by updating a previously disclosed transaction price, in cases where we believe there has been a material change (positive or negative) to our NAV per share relative to the most recently disclosed monthly NAV per share. The new transaction price for each share class will become effective three business days after such transaction price is disclosed by us. We will not accept any subscription agreements during the three business day period following publication of the new transaction prices. Each class of shares may have a different NAV per share because distribution fees differ with respect to each class.

Who can buy shares?

An investment in our shares is suitable only for persons who have adequate financial means and who will not need immediate liquidity from their investment. Residents of most states may buy shares in this offering provided that they have either (i) a net worth of at least $70,000 and an annual gross income of at least $70,000 or (ii) a net worth of at least $250,000. For the purpose of determining suitability, net worth does not include an investor’s home, home furnishings or personal automobiles. The minimum suitability standards are more stringent for investors in Alabama, California, Idaho, Iowa, Kansas, Kentucky, Maine, Massachusetts, Michigan, Nebraska, New Jersey, New Mexico, North Dakota, Ohio, Oregon, Pennsylvania, Tennessee and Vermont.

Is there any minimum investment required?

Yes. The minimum initial purchase is $2,500 for Class T, Class S or Class D shares, and $1,000,000 (unless waived by us) for Class I shares. If you have satisfied the applicable minimum purchase requirement, any additional purchase must be in amounts of at least $500. The investment minimum for subsequent purchases does not apply to shares purchased pursuant to our dividend reinvestment plan.

With respect to purchases of our Class T, Class S or Class D shares only, if you own 400 shares in any other KBS-sponsored public program, you may invest less than the minimum amount set forth above, but in no event less than $500, unless you are investing distributions from a KBS-sponsored public program. If you are investing distributions from a KBS-sponsored public program and you own the minimum investment in shares from a KBS-sponsored public program, then there is no minimum investment in our Class T, Class S or Class D shares.

In order to satisfy this minimum purchase requirement, unless otherwise prohibited by state law, a husband and wife may jointly contribute funds from their separate IRAs, provided that each such contribution is made in increments of $500. You should note that an investment in our shares will not, in itself, create a retirement plan and that, in order to create a retirement plan, you must comply with all applicable provisions of the Internal Revenue Code.

What are your Valuation Procedures?

Prior to the commencement of this offering, our board of directors, including a majority of our independent directors, will adopt valuation procedures, that may be amended from time to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. One fundamental element of the valuation process, the valuation of our real property portfolio, is expected to be performed for us by Duff & Phelps, LLC, an independent valuation firm (the “Independent Valuation Firm”) approved by our board of directors, including a majority of our independent directors. The Independent Valuation Firm is engaged in the business of valuing commercial real estate properties and is not affiliated with us or our advisor.

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The real property portfolio valuation, which is the largest component of our NAV calculation, is provided to us by the Independent Valuation Firm each month. The foundation for this valuation is periodic appraisals. The overarching principle of these appraisals is to produce valuations that represent fair and accurate estimates of the unencumbered values of our real estate or the prices that would be received for our real properties in arm’s-length transactions between market participants before considering underlying debt. The valuation of our real properties determined by the Independent Valuation Firm may not always reflect the value at which we would agree to buy or sell such assets and the value at which we would buy or sell such assets could materially differ from the Independent Valuation Firm’s estimate of fair value. We will obtain ongoing appraisals pursuant to schedules prepared by the Independent Valuation Firm and our advisor that are designed to conduct appraisals on each of our properties throughout any given calendar year. In order to provide a smooth and orderly appraisal process, we will generally seek to have approximately 1/4th of the portfolio appraised by a third party each quarter, although we may have more or less appraised in a quarter. In no event will a calendar year pass without having each and every property valued by appraisal unless such asset is bought or sold in such calendar year. However, each month, the Independent Valuation Firm adjusts a real property’s valuation, as necessary, based on known events that have a material impact on the most recent value (adjustments for non-material events may also be made).

Each calendar year our board of directors, including a majority of our independent directors, reviews the appropriateness of our valuation procedures. With respect to the valuation of our properties, the Independent Valuation Firm provides the board of directors with periodic valuation reports. From time to time our board of directors, including a majority of our independent directors, may adopt changes to the valuation procedures if it (1) determines that such changes are likely to result in a more accurate reflection of NAV or a more efficient or less costly procedure for the determination of NAV without having a material adverse effect on the accuracy of such determination or (2) otherwise reasonably believes a change is appropriate for the determination of NAV. We will publicly announce material changes to our valuation procedures or the identity or role of the Independent Valuation Firm.

While the methodologies contained in the valuation procedures are designed to operate reliably within a wide variety of circumstances, it is possible that in certain unanticipated situations or after the occurrence of certain extraordinary events (such as a terrorist attack or an act of nature), our ability to implement and coordinate our NAV procedures may be impaired or delayed, including in circumstances where there is a delay in accessing or receiving information from vendors or other reporting agents. Further, the NAV per share should not be viewed as being determinative of the value of our common stock that may be received in a sale to a third party or the value at which our stock would trade on a national exchange. We may suspend this offering and the share redemption program if our board of directors determines that the calculation of NAV may be materially incorrect or there is a condition that restricts the valuation of a material portion of our assets.

Our NAV is calculated as of the last calendar day of each month for each of our outstanding classes of stock and will be available generally within 15 calendar days after the end of the applicable month. Our NAV per share will be calculated by our advisor.

Each month, before taking into consideration accrued dividends or class-specific fee accruals, any change in the aggregate company NAV (whether an increase or decrease) from the prior month is allocated among each class of shares based on each class’s relative percentage of the previous aggregate company NAV. Changes in the aggregate company NAV reflect factors including, but not limited to, unrealized/realized gains (losses) on the value of our real property portfolio, real estate-related assets and liabilities, and monthly accruals for income and expenses (including accruals for performance based fees, if any, asset management fees and the distribution fee) and distributions to investors.

Our most significant source of net income is property income. We accrue estimated income and expenses on a monthly basis based on annual budgets as adjusted from time to time to reflect changes in the business throughout the year. For the first month following a property acquisition, we calculate and accrue portfolio income with respect to such property based on the performance of the property before the acquisition and the contractual arrangements in place at the time of the acquisition, as identified and reviewed through our due diligence and underwriting process in connection with the acquisition. For the purpose of calculating our NAV, all organization and offering costs reduce NAV as part of our estimated income and expense accrual. On a periodic basis, our income and expense accruals are adjusted based on information derived from actual operating results.

Our liabilities are included as part of our NAV calculation generally based on U.S. Generally Accepted Accounting Principles (“GAAP”). Our liabilities include, without limitation, property-level mortgages, accrued distributions, the fees payable to our advisor and our dealer manager, accounts payable, accrued company-level operating expenses, any company or portfolio-level financing arrangements and other liabilities.

Following the calculation and allocation of changes in the aggregate company NAV as described above, NAV for each class is adjusted for accrued dividends and the ongoing distribution fee, to determine the monthly NAV. Upfront selling commissions and dealer manager fees, which are effectively paid by purchasers of shares in the primary offering at the time of purchase, because the purchase price of such shares is equal to the transaction price, which generally equals the most

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recently disclosed monthly NAV per share, plus the upfront selling commissions and dealer manager fees, have no effect on the NAV of any class.

NAV per share for each class is calculated by dividing such class’s NAV at the end of each month by the number of shares outstanding for that class on such day. See “Net Asset Value Calculation and Valuation Procedures” for more details regarding our valuation procedures.

How do you communicate the monthly NAV per share and transaction price per share?

Our NAV per share and transaction price per share will be available generally within 15 calendar days after the end of the applicable month. Promptly following the determination of our monthly NAV per share and transaction price per share, we will file a prospectus supplement or post-effective amendment to the registration statement with the SEC disclosing the NAV per share, the principal valuation components of our NAV, the transaction price per share and the effective date of the new transaction price. In addition, each month, our NAV per share and transaction price per share for each class of common stock will be (1) posted on our website, www.kbsstrategicopportunityreit.com, and (2) made available on our toll-free, automated telephone line, [__]. The new transaction price for each share class will become effective three business days after such transaction price is disclosed by us. We will not accept any subscription agreements during the three business day period following publication of the new transaction prices. If you have not received notification of acceptance of your purchase request before the 15th calendar day of the month, you should check whether your purchase request has been accepted by us by contacting the transfer agent, your financial intermediary or directly on our toll-free, automated telephone line, [__]. If your subscription agreement has not been accepted by us prior to our publication of the transaction prices, you may withdraw your purchase request during the three business day period immediately prior to the effectiveness of the new transaction prices by notifying the transfer agent, your financial intermediary or directly on our toll-free, automated telephone line, [__]. The purchase price per share to be paid by you will be based on the transaction price that is in effect on the date that your completed subscription agreement has been accepted by us. We generally expect that all subscription agreements received by us in “good order” with all required supporting documentation will be processed and accepted by us promptly. There may be a delay between your purchase decision and the acceptance caused by time necessary for you and your participating broker-dealer to put a subscription agreement in “good order,” which means, for these purposes, that all required information has been completed, all proper signatures have been provided, and funds for payment have been provided. As a result of this process, the price per share at which your purchase request is executed may be different than the price per share on the date you submitted your subscription agreement.

Are there any risks involved in an investment in your shares?

Investing in our common stock involves a high degree of risk. You should carefully review the “Risk Factors” section of this prospectus beginning on page 29, which contains a detailed discussion of the material risks that you should consider before you invest in our common stock. Some of the more significant risks relating to an investment in our shares include:

• There is no public trading market for shares of our common stock, and we do not anticipate that there will be a public trading market for our shares, so redemption of shares by us will likely be the only way to dispose of your shares. Our share redemption program will provide stockholders with the opportunity to request that we redeem their shares on a monthly basis, but we are not obligated to redeem any shares and may choose to redeem only some, or even none, of the shares that have been requested to be redeemed in any particular month, in our discretion. In addition, redemptions will be subject to available liquidity, the 2% and 5% limits (defined below) and other significant restrictions. Further, our board of directors may modify, suspend or terminate our share redemption program if it deems such action to be in our best interest and the best interest of our stockholders. As a result, our shares should be considered as having only limited liquidity and at times may be illiquid.

• The purchase and redemption price for shares of our common stock will generally be based on our most recently disclosed monthly NAV of each class of common stock (subject to material changes as described above) and will not be based on any public trading market. In addition to being up to a month old when share purchases and redemptions take place, our NAV does not currently represent our enterprise value and may not accurately reflect the actual prices at which our assets could be liquidated on any given day, the value a third party would pay for all or substantially all of our shares, or the price that our shares would trade at on a national stock exchange. Furthermore, our board of directors may amend our NAV procedures from time to time.

• In connection with this offering, we incur fees and expenses, which will decrease the amount of cash we have available for operations and new investments. In the future we may conduct other offerings of common stock

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(whether existing or new classes), preferred stock, debt securities or of interests in our operating partnership. We may also amend the terms of this offering. We may structure or amend such offerings to attract institutional investors or other sources of capital. The terms of this offering will negatively affect the NAV of your shares over time in accordance with our valuation procedures and the terms of this offering and future offerings (such as the offering price and the distribution fees and expenses) may negatively impact our ability to pay distributions and your overall return.

• All of our executive officers, some of our directors and other key real estate and debt finance professionals are also officers, directors, managers, key professionals and/or holders of a direct or indirect controlling interest in our advisor, our dealer manager and other affiliated KBS entities. As a result, they face conflicts of interest, including but not limited to conflicts arising from time constraints, allocation of investment opportunities and the fact that the fees our advisor will receive for services rendered to us are based on our NAV, the procedures for which our advisor assists our board of directors in developing, overseeing, implementing and coordinating. Furthermore, these individuals may become employees of another KBS-sponsored program in an internalization transaction or, if we internalize our advisor, may not become our employees as a result of their relationship with other KBS-sponsored programs. These conflicts could result in action or inaction that is not in the best interests of our stockholders.

• We pay substantial fees and expenses to our advisor, its affiliates and participating broker-dealers. These fees increase our stockholders’ risk of loss.

• We depend on our advisor to select investments and conduct our operations.

• If we are unable to find suitable investments, we may not be able to achieve our investment objectives or pay distributions. Because we have not identified any future investments to make with proceeds from this offering, you will not have an opportunity to evaluate our investments before we make them, making an investment in us more speculative.

• Because investment opportunities that are suitable for us may also be suitable for other KBS-sponsored programs or KBS-advised investors, our advisor and its affiliates face conflicts of interest relating to the purchase of properties and other investments. In particular, KBS Strategic Opportunity REIT II, Inc., which we refer to as “KBS Strategic Opportunity REIT II,” is focused on opportunistic real estate and real estate-related investments that are similar to our targeted investments. While KBS Strategic Opportunity REIT II is concluding its offering and acquisition phase, our advisor does not believe it is likely we will be competing directly with KBS Strategic Opportunity REIT II for investment opportunities because our advisor believes the investment opportunities appropriate for our portfolio will likely be in a price range of $[__] million or more, while KBS Strategic Opportunity REIT II will likely be considering investments at a purchase price less than $[__] million based on its current portfolio composition and available cash for investment. However, even after this time, based upon asset sales and the maturity, prepayment or workout of debt-related investments or market conditions, KBS Strategic Opportunity REIT II may from time to time seek to make additional investments at the same time as us. It shall be the duty of our board of directors, including the independent directors, to ensure that the allocation method is applied fairly to us. See “Conflicts of Interest—Certain Conflict Resolution Measures – Allocation of Investment Opportunities” for information on the allocation method.

• The amount of distributions we may make is uncertain. We may pay distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings or offering proceeds. The use of these sources for distributions would decrease the amount of cash we have available for new investments, share redemptions and other corporate purposes, and could reduce your overall return.

• Our distribution policy is not to use the proceeds of this offering to make distributions. However, our organizational documents do not restrict us from paying distributions from any source and do not restrict the amount of distributions we may pay from any source, including offering proceeds. Distributions paid from sources other than current or accumulated earnings and profits may constitute a return of capital.

• Our opportunistic property-acquisition strategy involves a higher risk of loss than would a strategy of investing in some other properties.

• We depend on tenants for our revenue and, accordingly, our revenue is dependent upon the success and economic viability of our tenants. Revenues from our property investments could decrease due to a reduction in tenants (caused by factors including, but not limited to, tenant defaults, tenant insolvency, early termination of tenant leases and non-renewal of existing tenant leases) and/or lower rental rates, limiting our ability to pay distributions to our stockholders.

• Our use of leverage increases the risk of your investment.

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• If we fail to maintain our status as a REIT, it would adversely affect our results of operations and our ability to make distributions to our stockholders.

What is the role of the board of directors?

We operate under the direction of our board of directors, the members of which are accountable to us and our stockholders as fiduciaries. There are five members of our board of directors, three of which are independent of KBS Capital Advisors and its affiliates. Our charter requires that a majority of our directors be independent of KBS Capital Advisors and creates a committee of our board consisting solely of all of our independent directors. This committee, which we call the conflicts committee, is responsible for reviewing the performance of KBS Capital Advisors and must approve other matters set forth in our charter. Our directors are elected annually by the stockholders.

Who is your advisor and what does the advisor do?

KBS Capital Advisors LLC is our advisor. As our advisor, KBS Capital Advisors manages our day-to-day operations and our portfolio of real estate-related investments on our behalf, all subject to the supervision of our board of directors. Our advisor is indirectly owned and controlled by Peter M. Bren, Keith D. Hall, Peter McMillan III and Charles J. Schreiber, Jr. These individuals and their team of real estate and debt finance professionals acting through KBS Capital Advisors make most of the decisions regarding the selection, negotiation, financing and disposition of investments. KBS Capital Advisors also has the authority to make all of the decisions regarding our investments, subject to the limitations in our charter and the direction and oversight of our board of directors. KBS Capital Advisors also provides asset-management, marketing, investor-relations and other administrative services on our behalf with the goal of maximizing our operating cash flow.

What is the experience of your sponsors and the real estate and debt finance professionals of your advisor?

Peter M. Bren, Keith D. Hall, Peter McMillan III and Charles J. Schreiber, Jr. control and indirectly own our advisor and the dealer manager of this offering. We refer to these individuals as our sponsors. All four of our sponsors actively participate in the management and operations of our advisor, and our advisor has three managers: an entity owned and controlled by Mr. Bren; an entity owned and controlled by Messrs. Hall and McMillan; and an entity owned and controlled by Mr. Schreiber.

Our sponsors work together at KBS Capital Advisors with their team of key real estate and debt finance professionals. These senior real estate and debt finance professionals have been through multiple real estate cycles in their careers and have the expertise gained through hands-on experience in acquisitions, originations, asset management, dispositions, development, leasing and property and portfolio management. Together with our four sponsors, Geoffrey Hawkins, Brian Ragsdale, Jeffrey Waldvogel and Jim Chiboucas comprise the investment committee of KBS Capital Advisors that is responsible for our investment decisions. Subject to any limitations in our charter and the oversight of our board of directors, the investment committee of KBS Capital Advisors evaluates and approves our investments and financings. Mr. Chiboucas is a member of the investment committee for the limited purpose of approving potential investments from a legal and regulatory compliance standpoint.

On January 27, 2006, our sponsors launched the initial public offering of KBS Real Estate Investment Trust, Inc., which we refer to as “KBS REIT I.” KBS REIT I accepted gross offering proceeds of approximately $1.7 billion in its primary initial public offering and accepted aggregate gross offering proceeds of $233.7 million from shares issued pursuant to its dividend reinvestment plan. KBS REIT I ceased offering shares in its primary initial public offering on May 30, 2008 and terminated its dividend reinvestment plan effective April 10, 2012. KBS REIT I used $99.5 million to fund share redemptions pursuant to its share redemption program prior to termination of the program on September 4, 2017. On January 27, 2017, the stockholders of KBS REIT I approved the sale of all of KBS REIT I’s assets and KBS REIT I’s dissolution pursuant to the terms of KBS REIT I’s plan of complete liquidation and dissolution. During 2017, KBS REIT I’s board of directors approved two liquidating distributions to its stockholders, and on December 14, 2017, KBS REIT I’s board of directors approved an estimated value per share of KBS REIT I’s common stock of $0.00, effective December 14, 2017, based on the authorization of the second liquidating distribution and the amount of the reserve fund established by KBS REIT I pursuant to its plan of complete liquidation and dissolution.

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On April 22, 2008, our sponsors launched the initial public offering of KBS Real Estate Investment Trust II, Inc., which we refer to as “KBS REIT II.” KBS REIT II accepted aggregate gross offering proceeds of approximately $1.8 billion in its primary initial public offering and accepted $298.2 million from shares issued pursuant to its dividend reinvestment plan. KBS REIT II ceased offering shares in its primary initial public offering on December 31, 2010 and terminated its dividend reinvestment plan effective May 29, 2014. As of September 30, 2017, KBS REIT II had used $244.6 million to fund share redemptions pursuant to its share redemption program.

On March 12, 2010, together with Legacy Partners Residential Realty LLC and certain of its affiliates, our sponsors launched the initial public offering of KBS Legacy Partners Apartment REIT, Inc., which we refer to as “KBS Legacy Partners Apartment REIT.” KBS Legacy Partners Apartment REIT ceased offering shares of common stock in its primary initial public offering on March 12, 2013. On March 13, 2013, KBS Legacy Partners Apartment REIT commenced a follow-on public offering. KBS Legacy Partners Apartment REIT ceased offering shares of common stock in its primary follow-on public offering, effective as of March 31, 2014. KBS Legacy Partners Apartment REIT accepted aggregate gross offering proceeds of approximately $191.5 million in its primary public offerings and accepted $27.4 million from shares issued pursuant to its dividend reinvestment plan. KBS Legacy Partners Apartment REIT terminated its dividend reinvestment plan effective as of August 20, 2017. KBS Legacy Partners Apartment REIT used $9.9 million to fund share redemptions pursuant to its share redemption program prior to termination of the program on January 21, 2018. On December 19, 2017, the stockholders of KBS Legacy Partners Apartment REIT approved the sale of all of KBS Legacy Partners Apartment REIT’s assets and KBS Legacy Partners Apartment REIT’s dissolution pursuant to the terms of KBS Legacy Partners Apartment REIT’s plan of complete liquidation and dissolution. On December 20, 2017, KBS Legacy Partners Apartment REIT’s board of directors authorized an initial liquidating distribution to its stockholders.

On October 26, 2010, our sponsors launched the initial public offering of KBS Real Estate Investment Trust III, Inc., which we refer to as “KBS REIT III.” KBS REIT III accepted aggregate gross offering proceeds of approximately $1.7 billion in its primary initial public offering and, as of September 30, 2017, had accepted approximately $210.1 million from shares issued pursuant to its dividend reinvestment plan. KBS REIT III ceased offering shares in its primary initial public offering on May 29, 2015. As of September 30, 2017, KBS REIT III had used $107.2 million to fund share redemptions pursuant to its share redemption program.

On August 12, 2014, our sponsors launched the initial public offering of KBS Strategic Opportunity REIT II. Prior to commencement of its initial public offering, KBS Strategic Opportunity REIT II conducted a private offering to accredited investors, which commenced on July 3, 2013. KBS Strategic Opportunity REIT II accepted gross offering proceeds of approximately $32.2 million in its private offering and raised an additional $2.0 million in proceeds from an affiliate of its sponsors. KBS Strategic Opportunity REIT II ceased offering shares in its private offering on August 11, 2014. KBS Strategic Opportunity REIT II broke escrow in its initial public offering in January 2015. As of September 30, 2017, KBS Strategic Opportunity REIT II had accepted aggregate gross offering proceeds in its initial public offering of $207.1 million, including $3.9 million from shares issued pursuant to its dividend reinvestment plan. As of September 30, 2017, KBS Strategic Opportunity REIT II had used $1.2 million to fund share redemptions pursuant to its share redemption program.

On April 28, 2016, our sponsors launched the initial public offering of KBS Growth & Income REIT, Inc., which we refer to as “KBS Growth & Income REIT.” KBS Growth & Income REIT accepted aggregate gross offering proceeds of $3.9 million in its initial primary public offering and, as of September 30, 2017, had accepted $2.9 million from shares issued pursuant to its ongoing public distribution reinvestment plan offering. KBS Growth & Income REIT ceased offering shares in its initial primary public offering on June 30, 2017. Prior to commencement of its initial public offering, KBS Growth & Income REIT conducted a private offering to accredited investors, which commenced on June 11, 2015. KBS Growth & Income REIT accepted gross offering proceeds of approximately $76.8 million in its private offering, including $0.7 million from shares issued pursuant to its distribution reinvestment plan. KBS Growth & Income REIT ceased offering shares in the primary portion of its private offering on April 27, 2016. As of September 30, 2017, KBS Growth & Income REIT had used $0.4 million to fund share redemptions pursuant to its share redemption program. On October 3, 2017, KBS Growth & Income REIT launched a second private placement offering that is ongoing pursuant to which KBS Growth & Income REIT is offering a maximum of $1,000,000,000 in shares of its Class A common stock to certain accredited investors.

Our advisor, KBS Capital Advisors, is the external advisor of KBS REIT I, KBS REIT II, KBS Legacy Partners Apartment REIT, KBS REIT III, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT and some or all of our sponsors are directors and/or executive officers of KBS REIT I, KBS REIT II, KBS Legacy Partners Apartment REIT, KBS REIT III, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT. Through their affiliations with KBS REIT I, KBS REIT II, KBS Legacy Partners Apartment REIT, KBS REIT III, KBS Strategic Opportunity REIT II, KBS Growth & Income REIT and KBS Capital Advisors, as of December 31, 2016, our sponsors had overseen the investment in and management of approximately $14.2 billion of real estate and real estate-related investments on behalf of the investors in us, KBS REIT I, KBS REIT II, KBS Legacy Partners Apartment REIT, KBS REIT III, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT.

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Since 1992, Messrs. Bren and Schreiber have teamed to invest in, manage, develop and sell high-quality U.S. commercial real estate and real estate-related investments on behalf of institutional investors. Together, they founded KBS Realty Advisors LLC, a registered investment adviser with the SEC, and a nationally recognized real estate investment advisor. When we refer to a “KBS-sponsored program,” we are referring to the private entities sponsored by an investment advisor affiliated with Messrs. Bren and Schreiber and to the non-traded REITs, KBS REIT I, KBS REIT II, KBS Legacy Partners Apartment REIT, KBS REIT III, KBS Strategic Opportunity REIT II, KBS Growth & Income REIT and our company, that are currently being sponsored by Messrs. Bren, Hall, McMillan and Schreiber. As noted above, our sponsors are sponsoring KBS Legacy Partners Apartment REIT together with Legacy Partners Residential Realty LLC and certain of its affiliates. When we refer to a “KBS-advised investor,” we are referring to institutional investors that have engaged an investment advisor affiliated with Messrs. Bren and Schreiber to provide real estate investment advice. These investment advisors are also affiliated with our advisor.

Messrs. Bren and Schreiber each has been involved in real estate development, management, acquisition, disposition and financing for more than 40 years. Over that time, Messrs. Bren and Schreiber have developed extensive experience investing in and managing a broad range of real estate asset classes. Since 1992, the experience of the investment advisors affiliated with Messrs. Bren and Schreiber includes (as of December 31, 2016) sponsoring 14 private real estate programs that had invested over $4.6 billion (including equity, debt and investment of income and sales proceeds) in 305 real estate assets. In addition to their experience with these 14 private KBS-sponsored programs, investment advisors affiliated with Messrs. Bren and Schreiber have also been engaged by four other KBS-advised investors to recommend real estate acquisitions and manage some of their investments. The investment proceeds of these KBS-advised investors were not commingled. The investments made on behalf of these four KBS-advised investors were made pursuant to management agreements or partnership agreements that permitted the KBS-advised investors to reject acquisitions recommended by the KBS-affiliated investment advisor. Because the KBS-advised investors were not as passive as those in the 14 private KBS-sponsored programs described above or as those who invest in this offering, we have not described the real estate assets acquired or managed for these four KBS-advised investors. The amounts paid for the assets acquired and/or managed and for subsequent capital expenditures for these four KBS-advised investors totaled over $4.3 billion.

Each of Messrs. Hall and McMillan has over 20 years of experience in real estate-related investments. Mr. McMillan is a Partner and co-owner of Temescal Canyon Partners LP, an investment advisor formed in 2013 to manage a multi-strategy hedge fund on behalf of investors. Mr. McMillan is also a co-founder and the Managing Partner of Willowbrook Capital Group, LLC which, from August 2003 until December 2012, was an asset management company. Before forming Willowbrook with Mr. Hall, Mr. McMillan served as Executive Vice President and Chief Investment Officer of SunAmerica Investments, Inc., which was later acquired by AIG. As Chief Investment Officer, he was responsible for over $75 billion in assets, including residential and commercial mortgage-backed securities, public and private investment grade and non-investment grade corporate bonds and commercial mortgage loans and real estate investments.

Prior to forming Willowbrook, Mr. Hall was a Managing Director at CS First Boston, where he managed the distribution strategy and business development for the Principal Transaction Group’s $18 billion real estate securities portfolio. Before joining CS First Boston in 1996, he served as a Director in the Real Estate Products Group at Nomura Securities, with responsibility for the company’s $6 billion annual pipeline of fixed-income commercial mortgage-backed securities. During the 1980s, Mr. Hall was a Senior Vice President in the High Yield Department of Drexel Burnham Lambert’s Beverly Hills office, where he was responsible for distribution of the group’s high-yield real estate securities.

What is the liquidity history of KBS-sponsored public programs?

As described above, our sponsors have sponsored six other public programs, each of which included a date in its prospectus by which the program might be liquidated. Five of those programs have not yet reached their disclosed dates. One of the programs, KBS REIT I, has reached its disclosed date and taken the actions described below. A second program, KBS Legacy Partners Apartment REIT has also taken action to provide liquidity to its stockholders as described below.

KBS REIT I’s charter requires that it seek stockholder approval of its liquidation if its shares of common stock are not listed on a national securities exchange by November 2012, unless a majority of its independent directors determines that liquidation is not then in the best interest of its stockholders. Each year beginning in November 2012 and through November 2015, the conflicts committee unanimously determined that liquidation was not then in the best interests of KBS REIT I’s stockholders.

On October 5, 2016, in connection with a review of potential strategic alternatives available to KBS REIT I, KBS REIT I’s board of directors unanimously approved the sale of all of KBS REIT I’s assets and the dissolution of KBS REIT I pursuant to the terms of a plan of complete liquidation and dissolution of KBS REIT I. On January 27, 2017, the stockholders of KBS REIT I approved the sale of all of KBS REIT I’s assets and KBS REIT I’s dissolution pursuant to the terms of KBS REIT I’s plan of complete liquidation and dissolution. During 2017, KBS REIT I’s board of directors

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approved two liquidating distributions to its stockholders, and on December 14, 2017, KBS REIT I’s board of directors approved an estimated value per share of KBS REIT I’s common stock of $0.00, effective December 14, 2017, based on the authorization of the second liquidating distribution and the amount of the reserve fund established by KBS REIT I pursuant to its plan of complete liquidation and dissolution.

The KBS REIT II prospectus disclosed that KBS REIT II may seek to list its shares of common stock if its independent directors believe listing would be in the best interests of its stockholders. To date, the independent directors have not made such a determination. If KBS REIT II does not list its shares of common stock on a national securities exchange by March 2018, its charter requires that KBS REIT II either (i) seek stockholder approval of the liquidation of the company or (ii) if a majority of its conflicts committee determines that liquidation is not then in the best interests of the stockholders, postpone the decision of whether to liquidate the company. As we have not reached March 2018, none of the actions described in (i) or (ii) above have occurred.

If a majority of its conflicts committee does determine that liquidation is not then in the best interests of KBS REIT II’s stockholders, its charter requires that the conflicts committee revisit the issue of liquidation at least annually. Further postponement of listing or stockholder action regarding liquidation would only be permitted if a majority of the conflicts committee again determined that liquidation would not be in the best interest of the stockholders. If KBS REIT II sought and failed to obtain stockholder approval of its liquidation, the KBS REIT II charter would not require KBS REIT II to list or liquidate and would not require the conflicts committee to revisit the issue of liquidation, and KBS REIT II could continue to operate as before. If KBS REIT II sought and obtained stockholder approval of its liquidation, KBS REIT II would begin an orderly sale of its properties and other assets. The precise timing of such sales would take into account the prevailing real estate and financial markets, the economic conditions in the submarkets where its properties are located and the federal income tax consequences to the stockholders. In making the decision to apply for listing of its shares, KBS REIT II’s directors will try to determine whether listing its shares or liquidating its assets will result in greater value for stockholders.

The KBS Legacy Partners Apartment REIT prospectus disclosed that the program may seek to publicly list its shares of common stock if its independent directors believe a public listing would be in the best interests of its stockholders. If KBS Legacy Partners Apartment REIT does not list its shares of common stock on a national securities exchange by January 31, 2020, its charter requires that KBS Legacy Partners Apartment REIT either (i) seek stockholder approval of the liquidation of the company or (ii) if a majority of its conflicts committee determines that liquidation is not then in the best interests of the stockholders, postpone the decision of whether to liquidate the company.

On August 14, 2017, in connection with a review of potential strategic alternatives available to KBS Legacy Partners Apartment REIT, the board of directors unanimously approved the sale of all of KBS Legacy Partners Apartment REIT’s properties and the dissolution of KBS Legacy Partners Apartment REIT pursuant to the terms of a plan of complete liquidation and dissolution of KBS Legacy Partners Apartment REIT. On December 19, 2017, the stockholders of KBS Legacy Partners Apartment REIT approved the sale of all of KBS Legacy Partners Apartment REIT’s assets and KBS Legacy Partners Apartment REIT’s dissolution pursuant to the terms of KBS Legacy Partners Apartment REIT’s plan of complete liquidation and dissolution. On December 20, 2017, KBS Legacy Partners Apartment REIT’s board of directors authorized an initial liquidating distribution to its stockholders.

The KBS REIT III prospectus discloses that KBS REIT III may seek to list its shares of common stock if its independent directors believe listing would be in the best interests of its stockholders. To date, the independent directors have not made such a determination. If KBS REIT III does not list its shares of common stock on a national securities exchange by September 2020, its charter requires that KBS REIT III either (i) seek stockholder approval of the liquidation of the company or (ii) if a majority of its conflicts committee determines that liquidation is not then in the best interests of the stockholders, postpone the decision of whether to liquidate the company. As we have not reached September 2020, neither of the actions described in (i) or (ii) above have occurred.

If a majority of the conflicts committee of KBS REIT III were to determine that liquidation is not then in the best interests of its stockholders, KBS REIT III’s charter requires that its conflicts committee revisit the issue of liquidation at least annually. Further postponement of listing or stockholder action regarding liquidation would only be permitted if a majority of the conflicts committee again determined that liquidation would not be in the best interest of the stockholders. If KBS REIT III sought and failed to obtain stockholder approval of its liquidation, the KBS REIT III charter would not require KBS REIT III to list or liquidate and would not require the conflicts committee to revisit the issue of liquidation, and KBS REIT III could continue to operate as before. If KBS REIT III sought and obtained stockholder approval of its liquidation, KBS REIT III would begin an orderly sale of its real estate investments and other assets. The precise timing of such sales would take into account the prevailing real estate and finance markets, the economic conditions in the submarkets where its properties are located and the debt markets generally and the federal income tax consequences to its stockholders. In making the decision to apply for listing of its shares, KBS REIT III’s directors will try to determine whether listing its shares or liquidating its assets will result in greater value for stockholders.

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The KBS Strategic Opportunity REIT II prospectus discloses that the program may seek to publicly list its shares of common stock if its independent directors believe a public listing would be in the best interests of its stockholders. To date, such a determination has not been made. If KBS Strategic Opportunity REIT II does not list its shares of common stock on a national securities exchange by August 2024, its charter requires that KBS Strategic Opportunity REIT II either (i) seek stockholder approval of the liquidation of the company or (ii) postpone the decision of whether to liquidate the company, if a majority of its conflicts committee determines that liquidation is not then in the best interests of the stockholders. As we have not reached August 2024, neither of the actions described in (i) or (ii) above have occurred.

If a majority of the conflicts committee of KBS Strategic Opportunity REIT II were to determine that liquidation is not then in the best interests of its stockholders, KBS Strategic Opportunity REIT II’s charter requires that its conflicts committee revisit the issue of liquidation at least annually. Further postponement of listing or stockholder action regarding liquidation would only be permitted if a majority of the conflicts committee again determined that liquidation would not be in the best interest of the stockholders. If KBS Strategic Opportunity REIT II sought and failed to obtain stockholder approval of its liquidation, the KBS Strategic Opportunity REIT II charter would not require KBS Strategic Opportunity REIT II to list or liquidate, and the company could continue to operate as before. If KBS Strategic Opportunity REIT II sought and obtained stockholder approval of its liquidation, it would begin an orderly sale of its assets. The precise timing of such sales would take account of the prevailing real estate finance markets and the debt markets generally as well as the federal income tax consequences to its stockholders. In making the decision to apply for listing of its shares, KBS Strategic Opportunity REIT II’s directors will try to determine whether listing its shares or liquidating its assets will result in greater value for stockholders.

The KBS Growth & Income REIT prospectus discloses that the program may seek to list its shares of common stock on a national securities exchange if its independent directors believes listing would be in the best interests of its stockholders. To date, such a determination has not been made. If KBS Growth & Income REIT does not list its shares of common stock on a national securities exchange by April 28, 2026, its charter requires that it either (i) seek stockholder approval of the liquidation of the company or (ii) postpone the decision of whether to liquidate the company, if a majority of its conflicts committee determines that liquidation is not then in the best interests of the stockholders. As we have not yet reached April 2026, neither of the actions described in (i) or (ii) above have occurred.

If a majority of KBS Growth & Income REIT’s conflicts committee does determine that liquidation is not then in the best interests of its stockholders, KBS Growth & Income REIT’s charter requires that its conflicts committee revisit the issue of liquidation at least annually. Further postponement of listing or stockholder action regarding liquidation would only be permitted if a majority of KBS Growth & Income REIT’s conflicts committee again determined that liquidation would not be in the best interest of its stockholders. If KBS Growth & Income REIT sought and failed to obtain stockholder approval of its liquidation, KBS Growth & Income REIT’s charter would not require it to list or liquidate and would not require its conflicts committee to revisit the issue of liquidation, and KBS Growth & Income REIT could continue to operate as before. If KBS Growth & Income REIT sought and obtained stockholder approval of its liquidation, KBS Growth & Income REIT would begin an orderly sale of its assets. The precise timing of such sales would take into account the prevailing real estate and financial markets, the economic conditions in the submarkets where KBS Growth & Income REIT’s properties are located and the debt markets generally, as well as the federal income tax consequences to its stockholders. In making the decision to apply for listing of its shares, KBS Growth & Income REIT’s directors would try to determine whether listing KBS Growth & Income REIT’s shares or liquidating its assets would be more likely to result in greater benefit to its stockholders.

What conflicts of interest does your advisor face?

KBS Capital Advisors and its affiliates experience conflicts of interest in connection with the management of our business. Messrs. Bren, Hall, McMillan and Schreiber, who indirectly own and control KBS Capital Advisors, are our sponsors, and Messrs. Hall and McMillan are two of our executive officers and directors. KBS Capital Advisors is also the external advisor to other public KBS-sponsored programs. Messrs. Bren, Hall, McMillan and Schreiber are executive officers and/or directors of other public KBS-sponsored programs. In addition, Messrs. Bren and Schreiber and their team of real estate professionals are also key real estate professionals at KBS Realty Advisors and its affiliates, the advisors to the private KBS-sponsored programs and the investment advisors to KBS-advised investors. Messrs. Bren, Hall, McMillan and Schreiber, and their teams of real estate and debt finance professionals may also sponsor or advise future programs or accounts in the future. Some of the material conflicts that KBS Capital Advisors and its affiliates face include the following:

• The team of real estate and debt finance professionals at our advisor must determine which investment opportunities to recommend to us and the other KBS-sponsored programs that are raising funds for investment as of the date of this prospectus for whom KBS serves as an advisor as well as any programs KBS affiliates may sponsor in the future. In particular, KBS Strategic Opportunity REIT II is focused on opportunistic real estate and real estate-related investments that are similar to our targeted investments. While KBS Strategic

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Opportunity REIT II is concluding its offering and acquisition phase, our advisor does not believe it is likely we will be competing directly with KBS Strategic Opportunity REIT II for investment opportunities because our advisor believes the investment opportunities appropriate for our portfolio will likely be in a price range of $[__] million or more, while KBS Strategic Opportunity REIT II will likely be considering investments at a purchase price less than $[__] million based on its current portfolio composition and available cash for investment. However, even after this time, based upon asset sales and the maturity, prepayment or workout of debt-related investments or market conditions, KBS Strategic Opportunity REIT II may from time to time seek to make additional investments at the same time as us. It shall be the duty of our board of directors, including the independent directors, to ensure that the allocation method described above is applied fairly to us. It shall be the duty of our board of directors, including the independent directors, to ensure that the allocation method is applied fairly to us (See “Conflicts of Interest—Certain Conflict Resolution Measures – Allocation of Investment Opportunities” for information on the allocation method);

• Our sponsors and their team of professionals at KBS Capital Advisors and its affiliates (including our dealer manager, KBS Capital Markets Group) have to allocate their time between us and other programs and activities in which they are involved;

• The compensation payable by us to our advisor and its affiliates may not be on terms that would result from arm’s-length negotiations, is payable whether or not our stockholders receive distributions, and is based on our NAV, the procedures for which our advisor assists our board of directors in developing, overseeing, implementing and coordinating;

• KBS Capital Advisors and its affiliates, including our dealer manager, receive fees in connection with our offerings of equity securities;

• KBS Management Group, an affiliate of our advisor, may receive fees in connection with the management of our properties regardless of the quality of the services provided to us;

• KBS Capital Advisors and its affiliates may structure the terms of joint ventures between us and other KBS-sponsored programs or KBS-advised entities;

• Key real estate and debt finance professionals at our advisor may become employees of another KBS-sponsored program in an internalization transaction or, if we internalize our advisor, may not become our employees as a result of their relationship with other KBS-sponsored programs.

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Who owns and controls the advisor?

The following chart shows the ownership structure of KBS Capital Advisors and entities affiliated with KBS Capital Advisors that perform services for us:

⁽¹⁾ Peter McMillan III is our President and the chairman of our board of directors.

⁽²⁾ Keith D. Hall is our Chief Executive Officer and a director.

⁽³⁾ Other than de minimis amounts owned by family members or family trusts, Mr. Bren indirectly owns and controls PBren Investments, L.P.

⁽⁴⁾ Other than de minimis amounts owned by family members or trusts, Mr. Schreiber indirectly owns and controls Schreiber Real Estate Investments, L.P.

⁽⁵⁾ We are the sole member and manager of KBS Strategic Opportunity Holdings LLC. KBS Strategic Opportunity REIT, Inc. is the sole general partner of, and owns a 0.1% partnership interest in, KBS Strategic Opportunity Limited Partnership. KBS Strategic Opportunity Holdings LLC is the sole limited partner of, and owns the remaining 99.9% partnership interest in, KBS Strategic Opportunity Limited Partnership. KBS Capital Advisors owns 20,000 of our shares. In addition, Willowbrook Capital Group LLC, which is directly owned and controlled by Messrs. McMillan and Hall, owns 322,308 of our shares.

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As of the date of this prospectus, Messrs. Bren, Hall, McMillan and Schreiber have not received any compensation from us for services provided in their capacity as principals or executive officers of KBS Capital Advisors or its affiliates. In connection with this offering, we pay or reimburse our advisor and its affiliates for the services described below.

What are the fees that you pay to the advisor and its affiliates?

KBS Capital Advisors and its affiliates receive fees and reimbursements for services related to this offering and for the investment and management of our assets, subject to the review and approval of our independent directors. Set forth below is a summary of the fees and expenses we expect to pay these entities in connection with this offering or our operations. The estimated amount that we may pay with respect to such fees and expenses is also set forth below, assuming the maximum gross proceeds from the primary offering and dividend reinvestment plan. See “Management – The Advisory Agreement” and “Management Compensation” for additional information about fees and expenses payable to our advisor and its affiliates.

The upfront selling commissions and dealer manager fees listed below are effectively paid by purchasers of shares in the primary offering at the time of purchase, because the purchase price of such shares is equal to the transaction price, which generally equals the most recently disclosed monthly NAV per share, plus the upfront selling commissions and dealer manager fees, and therefore have no effect on the NAV of any class. The distribution fee listed below is allocated on a class-specific basis and may differ for each class, even when the NAV of each class is the same. Such class-specific fees are generally expected to affect distributions of the applicable classes rather than the NAV per share of such classes. The other fees and expenses below are not class-specific. Accordingly, they are allocated among all holders of shares ratably according to the NAV of their shares.

Type of Compensation
and Recipient	Description and Method of Computation	Estimated Amount
Upfront Selling Commissions and Dealer Manager Fees —KBS Capital Markets Group	Our dealer manager will be entitled to receive upfront selling commissions of up to 3.0%, and dealer manager fees of 0.5%, of the transaction price of each Class T share sold in the primary offering, however such amounts may vary at certain participating broker-dealers provided that the sum will not exceed 3.5% of the transaction price. Our dealer manager will be entitled to receive upfront selling commissions of up to 3.5% of the transaction price of each Class S share sold in the primary offering. The dealer manager anticipates that all or a portion of the upfront selling commissions and dealer manager fees will be retained by, or reallowed (paid) to, participating broker-dealers. No upfront selling commissions or dealer manager fees will be paid with respect to purchases of Class D shares, Class I shares or shares of any class sold pursuant to our dividend reinvestment plan.	The actual amount will depend on the number of shares sold, the class of shares sold and the transaction price of each share sold in the primary offering. Aggregate upfront selling commissions will equal approximately $7.8 million and upfront dealer manager fees will equal approximately $0.6 million if we sell the maximum amount, assuming payment of the full upfront selling commissions and dealer manager fees (with a split for Class T shares of 3.0% and 0.5%, respectively), that 1/6 of the gross proceeds are from the sale of each of Class T and Class S shares, that the transaction price of each of our Class T and Class S shares remains constant at $[            ], and that and there is no reallocation of shares between our primary offering and our dividend reinvestment plan.
Distribution Fee—KBS Capital Markets Group	Subject to FINRA limitations on underwriting compensation, we will pay our dealer manager distribution fees:	Actual amounts depend upon the number of shares of each class outstanding, our monthly

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Type of Compensation
and Recipient	Description and Method of Computation	Estimated Amount
	• with respect to our outstanding Class T shares, equal to 0.85% per annum of the aggregate NAV of our outstanding Class T shares, consisting of an advisor distribution fee and a dealer distribution fee; we expect generally that the advisor distribution fee will equal 0.65% per annum and the dealer distribution fee will equal 0.20% per annum, of the aggregate NAV for each Class T share; however, with respect to certain Class T shares, the advisor distribution fee and the dealer distribution fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares; • with respect to our outstanding Class S shares, equal to 0.85% per annum of the aggregate NAV of our outstanding Class S shares; and • with respect to our outstanding Class D shares, equal to 0.30% per annum of the aggregate NAV of our outstanding Class D shares. We will not pay a distribution fee with respect to our outstanding Class I shares. The distribution fees will be paid monthly in arrears. The dealer manager will reallow (pay) all or a portion of the distribution fees to participating broker-dealers and servicing broker-dealers, and will waive distribution fees to the extent a participating broker-dealer or servicing broker-dealer is not eligible to receive it unless our dealer manager is serving as the broker of record with respect to such shares. The distribution fees are calculated based on the NAV of all our outstanding Class T, Class S and Class D shares, including shares issued under our dividend reinvestment plan. In calculating our distribution fees, we will use our most recently disclosed monthly NAV before giving effect to the monthly distribution fee or distributions on our shares. We will cease paying the distribution fees with respect to individual Class T, Class S and Class D shares when they are no longer outstanding, including as a result of conversion to Class I shares. Each Class T, Class S or Class D share held within a stockholder’s account shall automatically and without any action on the part of the holder thereof convert into a number of Class I shares at the applicable conversion rate (as defined below) on the earliest of (a) a listing of any shares of our common stock on a national securities exchange, (b) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets and (c) the end of the month in which our dealer manager in conjunction with our transfer agent determines that the total upfront selling commissions, upfront dealer manager fees and ongoing distribution fees paid with respect to all shares of such class held by such stockholder within such account (including shares purchased through a dividend reinvestment plan or received as stock dividends) equals or exceeds 8.75% (or a lower limit set	NAV, and when shares are outstanding, and, therefore, cannot be determined at this time. The distribution fee with respect to shares sold in this offering will equal approximately $3.8 million per annum if we sell the maximum offering amount, assuming 1/6 of the gross proceeds in our primary offering and dividend reinvestment plan offering come from sales of Class T shares, 1/6 of the gross proceeds in our primary offering and dividend reinvestment plan offering come from sales of Class S shares, 1/3 of the gross proceeds in our primary offering and dividend reinvestment plan offering come from sales of Class D shares and 1/3 of gross proceeds in our primary offering and dividend reinvestment plan offering come from sales of Class I shares, that there is no reallocation of shares between our primary offering and our dividend reinvestment plan, and that the NAV per share remains the same throughout this offering.

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Type of Compensation
and Recipient	Description and Method of Computation	Estimated Amount
	forth in any applicable agreement between our dealer manager and a participating broker-dealer, provided that our dealer manager advises our transfer agent of the lower limit in writing) of the aggregate purchase price of all shares of such class held by such stockholder within such account and purchased in a primary offering (i.e., an offering other than a dividend reinvestment plan). In addition, after termination of a primary offering registered under the Securities Act of 1933, as amended, each Class T, Class S or Class D share sold in that primary offering, each Class T, Class S or Class D share sold under a dividend reinvestment plan pursuant to the same registration statement that was used for that primary offering, and each Class T, Class S or Class D share received as a stock dividend with respect to such shares sold in such primary offering or dividend reinvestment plan, shall automatically and without any action on the part of the holder thereof convert into a number of Class I shares at the applicable conversion rate, at the end of the month in which we, with the assistance of our dealer manager, determine that all underwriting compensation paid or incurred with respect to the offerings covered by that registered statement from all sources, determined pursuant to the rules and guidance of FINRA, would be in excess of 10% of the aggregate purchase price of all shares sold for our account through that primary offering. As used above, the “applicable conversion rate” means (a) with respect to Class T shares, a ratio whereby the numerator is the most recently disclosed monthly Class T NAV per share and the denominator is the most recently disclosed monthly Class I NAV per share, (b) with respect to Class S shares, a ratio whereby the numerator is the most recently disclosed monthly Class S NAV per share and the denominator is the most recently disclosed monthly Class I NAV per share, and (c) with respect to Class D shares, a ratio whereby the numerator is the most recently disclosed monthly Class D NAV per share and the denominator is the most recently disclosed monthly Class I NAV per share. For each class of shares, the NAV per share shall be calculated as described in the most recent valuation procedures approved by our board of directors. Because we currently expect to allocate ongoing distribution fee expenses to our Class T, Class S and Class D shares through their distributions, and not through their NAV per share, we currently expect the applicable conversion rate to remain 1:1 for our Class T, Class S and Class D shares.
Organization and Other Offering Expenses —KBS Capital Markets Group or KBS Capital Advisors	We reimburse our advisor and dealer manager for commercially reasonable organization and other offering expenses they incur on our behalf in connection with this offering; however, no reimbursements made by us to our advisor or our dealer manager may cause total organization and offering expenses incurred by us (including selling	We estimate our organization and other offering expenses (which excludes selling commissions, the dealer manager fee, distribution fee, and certain wholesaling

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Type of Compensation
and Recipient	Description and Method of Computation	Estimated Amount
	commissions, the dealer manager fee, distribution fee, and certain other amounts described in “Plan of Distribution—Underwriting Compensation”) to exceed 15% of the aggregate gross proceeds from this primary offering and the offering under our dividend reinvestment plan as of the date of reimbursement. We also pay organization and other offering expenses directly. Prior to the termination of the primary offering, we will be responsible for the payment of all organization and other offering expenses we incur directly and the reimbursement of organization and other offering expenses our advisor and dealer manager incur on our behalf in connection with this offering subject to the 15% limit on reimbursements discussed above. Organization and other offering expenses include all expenses to be paid or reimbursed by us in connection with this offering, excluding selling commissions, the dealer manager fee and distribution fee. Organization and other offering expenses include our legal, accounting, printing, mailing and filing fees, charges of our transfer agent, charges of our advisor and/or transfer agent for administrative services related to the issuance of shares in this offering, reimbursement of bona fide due diligence expenses of broker-dealers, reimbursement of our advisor for costs in connection with preparing supplemental sales materials, the cost of bona fide training and education meetings held by us (primarily the travel, meal and lodging costs of registered representatives of broker-dealers), attendance and sponsorship fees payable to participating broker-dealers hosting retail seminars and travel, meal and lodging costs for registered persons associated with our dealer manager and officers and employees of our affiliates to attend retail seminars conducted by broker-dealers, legal fees of our dealer manager and promotional items. We will not reimburse our dealer manager for wholesaling compensation expenses.	compensation expenses described in “Plan of Distribution—Underwriting Compensation”) to be approximately $15.5 million if we sell the maximum offering amount.
Advisory Fee—Fixed Component—KBS Capital Advisors	In consideration for the asset management services it provides on our behalf, we pay the advisor an advisory fee with a fixed component, payable monthly in arrears, that accrues monthly in an amount equal to 1/12th of 1.25% of the applicable monthly NAV per share times the weighted-average number of shares for such month. In calculating the fixed component of our advisory fee, we use our NAV before giving effect to monthly accruals for the fixed and performance components of the advisory fee, distribution fees payable to our dealer manager, or distributions payable on our outstanding shares.	Actual amounts depend upon our aggregate company NAV, the distributions we pay, the changes in NAV and future development and sales of assets and, therefore, cannot be calculated at this time.
Advisory Fee—Performance Component— KBS Capital Advisors	In consideration for the asset management services it provides on our behalf, we also pay the advisor an advisory fee with a performance component calculated on the basis of the overall investment return provided to holders of our outstanding shares in any calendar year such that the advisor will receive the lesser of (1) 15% of (a) the annual total	Actual amounts depend upon our aggregate company NAV, the changes in NAV and actual expenses incurred and, therefore, cannot be determined at this time.

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Type of Compensation
and Recipient	Description and Method of Computation	Estimated Amount
	return amount less (b) any loss carryforward, and (2) the amount equal to (x) the annual total return amount, less (y) any loss carryforward, less (z) the amount needed to achieve an annual total return amount equal to 7% of the NAV per share at the beginning of such year (the “hurdle amount”). The foregoing calculations are calculated on a per share basis and multiplied by the weighted average shares outstanding during the year. In no event will the performance component of the advisory fee be less than zero.
	Accordingly, if the annual total return amount exceeds the hurdle amount plus the amount of any loss carryforward, then the advisor will earn a performance component equal to 100% of such excess, but limited to 15% of the annual total return amount that is in excess of the loss carryforward. The “annual total return amount” referred to above means all distributions paid or accrued per share plus any change in NAV per share since the end of the prior calendar year, adjusted to exclude the negative impact on annual total return resulting from our payment or obligation to pay, or distribute, as applicable, the performance component of the advisory fee as well as ongoing distribution fees (i.e., our ongoing class-specific fees). The “loss carryforward” referred to above will track any negative annual total return amounts from prior years and offset the positive annual total return amount for purposes of the calculation of the performance component of the advisory fee. The loss carryforward is zero as of the date of this prospectus. For a more comprehensive description of the performance component and related calculations, including an example of a calculation of the performance component, see “The Advisor and the Advisory Agreement—Summary of Fees, Commissions and Reimbursements” and “The Advisor and the Advisory Agreement—Performance Component Calculation Example.” The advisor may require that we restructure the performance component of the advisory fee to be paid through a performance participation interest in the operating partnership. We anticipate that this performance participation would be in the form of a special limited partnership interest, the basic terms of which would allow the advisor (or an affiliate) to receive the performance component of the advisory fee described above through a distribution from the operating partnership in the form of either cash or limited partnership units.
Property Management Fee— KBS Management Group	For certain properties, we may enter into a property management agreement with KBS Management Group and agree to pay a monthly fee equal to a percentage of the rent (to be determined on a property by property basis, consistent with current market rates), payable and actually collected for the month.	Actual amounts are dependent upon the fee negotiated and rents from specific properties subject to a property management agreement; we cannot

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Type of Compensation
and Recipient	Description and Method of Computation	Estimated Amount
		determine these amounts at the present time.
Other Operating Expenses—KBS Capital Advisors and KBS Capital Markets Group	We may reimburse the expenses incurred by our advisor in connection with its provision of services to us, including our allocable share of our advisor’s overhead, such as rent, employee costs, utilities and cybersecurity costs. Our advisor may seek reimbursement for employee costs under the advisory agreement. At this time we anticipate that we will only reimburse our advisor for our allocable portion of the salaries, benefits and overhead of internal audit department personnel providing services to us and internal personnel involved in the acquisition and disposition of our assets. In the future, if our advisor seeks reimbursement for additional employee costs, such costs may include our proportionate share of the salaries of persons involved in the preparation of documents to meet SEC reporting requirements. We do not reimburse our advisor or its affiliates for employee costs in connection with services for which our advisor earns a separate fee (other than reimbursement of travel and communication expenses) or for the salaries or benefits our advisor or its affiliates may pay to our executive officers. We reimburse our dealer manager for certain fees and expenses it incurs for administering our participation in the DTCC Alternative Investment Product Platform, or the AIP Platform, with respect to certain accounts of our investors serviced through the AIP Platform. Additionally, we have entered, together with KBS REIT II, KBS Legacy Partners Apartment REIT, KBS REIT III, KBS Strategic Opportunity REIT II, KBS Growth & Income REIT, KBS Capital Markets Group, KBS Capital Advisors and other KBS-affiliated entities, into an errors and omissions and directors and officers liability insurance program where the lower tiers of such insurance coverage are shared. The cost of these lower tiers is allocated by our advisor and its insurance broker among each of the various entities covered by the program and is billed directly to each entity. The allocation of these shared coverage costs is proportionate to the pricing by the insurance marketplace for the first tiers of directors and officers liability coverage purchased individually by each REIT. Our advisor’s and our dealer manager’s portion of the shared lower tiers’ cost is proportionate to the respective entities’ prior cost for the errors and omissions insurance.	Actual amounts are dependent upon the total capital we raise, the cost of our investments and the results of our operations; we cannot determine these amounts at the present time.

In lieu of cash, our advisor may elect to receive the payment of its fees and the reimbursement of its expenses in shares of our common stock, in any class of its choice. Any such shares will be valued at the NAV per share applicable to such shares on the issue date. Such shares shall not be subject to any early redemption deduction under our share redemption program.

In addition, prior to the commencement of this offering, we intend to issue restricted stock units (“RSUs”) to our advisor in order to accelerate incentive compensation under our prior advisory agreement. For more information, see “The Advisor and the Advisory Agreement—Issuance of RSUs for Past Performance.”

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If I buy shares, will I receive distributions and how often?

Prior to the commencement of this offering, we intend to modify our distribution policy to pay distributions monthly in arrears and have daily record dates. Therefore, new investors will be entitled to distributions immediately upon the purchase of their shares. However, we reserve the right to adjust the periods during which distributions accrue and are paid. Our distribution policy is not to pay distributions from sources other than cash flow from operations, investment activities and strategic financings. However, our organizational documents do not restrict us from paying distributions from any source and do not restrict the amount of distributions we may pay from any source, including proceeds from this offering or the proceeds from the issuance of securities in the future, other third party borrowings, advances from our advisor or sponsors or from our advisor’s deferral of its fees under the advisory agreement. Distributions paid from sources other than current or accumulated earnings and profits may constitute a return of capital. From time to time, we may generate taxable income greater than our taxable income for financial reporting purposes, or our taxable income may be greater than our cash flow available for distribution to stockholders. In these situations we may make distributions in excess of our cash flow from operations, investment activities and strategic financings to satisfy the REIT distribution requirement described below.

We expect that the board of directors will set the rate of distributions at a level that will be reasonably consistent and sustainable over time. However, we have not established a minimum distribution level, and our charter does not require that we make distributions to our stockholders. In determining the appropriate level of a distribution, our board of directors considers a number of factors, including the current and anticipated market conditions, current and anticipated future performance and make-up of our investments, our overall financial projections and expected future cash needs. We can give no assurance that the board of directors will continue to set distributions at current levels and our distribution levels may change from time to time. Depending on the distribution level relative to cash flow generated from our portfolio, if our distributions exceed cash flow generated from our operations, it may cause a decrease in our NAV if not offset by other effects.

To maintain our qualification as a REIT, we must make aggregate annual distributions to our stockholders of at least 90% of our REIT taxable income (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). If we meet the REIT qualification requirements, we generally will not be subject to federal income tax on the income that we distribute to our stockholders each year. See “Material U.S. Federal Income Tax Considerations — Taxation of KBS Strategic Opportunity REIT, Inc. — Annual Distribution Requirements.” In general, we anticipate making distributions to our stockholders of at least 100% of our REIT taxable income so that none of our income is subject to federal income tax. Our board of directors may authorize distributions in excess of those required for us to maintain REIT status depending on our financial condition and such other factors as our board of directors deems relevant.

We accrue the amount of declared distributions as our liability, and such liability is accounted for in determining the NAV. See “Selected Information Regarding Our Operations—Distribution Information” and “Description of Shares—Distributions.”

May I reinvest my distributions in shares of KBS Strategic Opportunity REIT, Inc.?

Yes. You will automatically become a participant in our dividend reinvestment plan unless you are a resident of Alabama, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, Ohio, Oregon or Washington, are a client of a participating broker-dealer that does not permit automatic enrollment in the dividend reinvestment plan, or you elect not to become a participant by noting such election on your subscription agreement. If you are a resident of Alabama, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, Ohio, Oregon or Washington, or a client of a participating broker-dealer that does not permit automatic enrollment in the dividend reinvestment plan, you may choose to enroll as a participant in our dividend reinvestment plan. As a participant, the cash distributions you receive will be reinvested in shares of our common stock at a price equal to our transaction price in effect on the distribution date. However, our board of directors may determine, in its sole discretion, to have any distributions paid in cash without notice to participants, without suspending the plan and without affecting the future operation of the plan with respect to participants. We may amend or terminate the dividend reinvestment plan for any reason at any time upon 10 days’ notice to the participants. We may provide notice by including such information (a) in a Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with the SEC or (b) in a separate mailing to the participants.

Will the distributions I receive be taxable as ordinary income?

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Yes and no. Generally, distributions that you receive, including distributions that are reinvested pursuant to our dividend reinvestment plan, will be taxed as ordinary income to the extent they are from current or accumulated earnings and profits. Participants in our dividend reinvestment plan will also be treated for tax purposes as having received an additional distribution to the extent that they purchase shares under the dividend reinvestment plan at a discount to fair market value, if any. As a result, participants in our dividend reinvestment plan may have tax liability with respect to their share of our taxable income, but they will not receive cash distributions to pay such liability.

To the extent any portion of your distribution is not from current or accumulated earnings and profits, it will not be subject to tax immediately; it will be considered a return of capital for tax purposes and will reduce the tax basis of your investment (and potentially result in taxable gain). Distributions that constitute a return of capital, in effect, defer a portion of your tax until your investment is sold or we are liquidated, at which time you will be taxed at capital gains rates. However, because each investor’s tax considerations are different, we suggest that you consult with your tax advisor.

Will you register as an investment company?

We intend to conduct our operations so that neither we nor any of our subsidiaries will be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act.

Neither we nor any of our subsidiaries intend to register as investment companies under the Investment Company Act. If we or our subsidiaries were obligated to register as investment companies, we would have to comply with a variety of substantive requirements under the Investment Company Act that impose, among other things:

• limitations on capital structure;

• restrictions on specified investments;

• prohibitions on transactions with affiliates; and

• compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses.

Under the relevant provisions of Section 3(a)(1) of the Investment Company Act, an investment company is any issuer that:

• pursuant to Section 3(a)(1)(A), is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities (the “primarily engaged test”); or

• pursuant to Section 3(a)(1)(C) is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of such issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis (the “40% test”). “Investment securities” excludes U.S. government securities and securities of majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) (relating to private investment companies).

We believe that neither we nor our Operating Partnership are required to register as an investment company based on the following analyses. With respect to the 40% test, most of the entities through which we and our Operating Partnership own our assets are majority-owned subsidiaries that will not themselves be investment companies and will not be relying on the exceptions from the definition of investment company under Section 3(c)(1) or Section 3(c)(7).

With respect to the primarily engaged test, we and our Operating Partnership are holding companies and do not intend to invest or trade in securities ourselves. Rather, through the majority-owned subsidiaries of our Operating Partnership, we and our Operating Partnership are primarily engaged in the non-investment company businesses of these subsidiaries, namely the business of purchasing or otherwise acquiring real estate and real estate-related assets.

If any of the subsidiaries of our Operating Partnership fail to meet the 40% test, we believe they will usually, if not always, be able to rely on Section 3(c)(5)(C) of the Investment Company Act for an exception from the definition of an investment company. (Otherwise, they should be able to rely on the exceptions for private investment companies pursuant to Section 3(c)(1) and Section 3(c)(7) of the Investment Company Act.) As reflected in no-action letters, the SEC staff’s position on Section 3(c)(5)(C) generally requires that an issuer maintain at least 55% of its assets in “mortgages and other liens on and interests in real estate,” or qualifying assets; at least 80% of its assets in qualifying assets plus real estate-related assets; and no more than 20% of the value of its assets in other than qualifying assets and real estate-related assets, which we refer to as miscellaneous assets. To constitute a qualifying asset under this 55% requirement, a real estate interest must meet various criteria based on no-action letters. We expect that any of the subsidiaries of our Operating Partnership relying on

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Section 3(c)(5)(C) will invest at least 55% of its assets in qualifying assets, and approximately an additional 25% of its assets in other types of real estate-related assets. If any subsidiary relies on Section 3(c)(5)(C), we expect to rely on guidance published by the SEC staff or on our analyses of guidance published with respect to types of assets to determine which assets are qualifying real estate assets and real estate-related assets.

To maintain compliance with the Investment Company Act, our subsidiaries may be unable to sell assets we would otherwise want them to sell and may need to sell assets we would otherwise wish them to retain. In addition, our subsidiaries may have to acquire additional assets that they might not otherwise have acquired or may have to forego opportunities to make investments that we would otherwise want them to make and would be important to our investment strategy. Moreover, the SEC or its staff may issue interpretations with respect to various types of assets that are contrary to our views and current SEC staff interpretations are subject to change, which increases the risk of non-compliance and the risk that we may be forced to make adverse changes to our portfolio. In this regard, we note that in 2011 the SEC issued a concept release indicating that the SEC and its staff were reviewing interpretive issues relating to Section 3(c)(5)(C) and soliciting views on the application of Section 3(c)(5)(C) to companies engaged in the business of acquiring mortgages and mortgage related instruments. If we were required to register as an investment company but failed to do so, we would be prohibited from engaging in our business and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable unless a court required enforcement and a court could appoint a receiver to take control of us and liquidate our business. For more information related to compliance with the Investment Company Act, see “Investment Objectives and Criteria — Investment Limitations to Avoid Registration as an Investment Company.”

How will you use the proceeds raised in this offering?

After paying upfront selling commissions and dealer manager fees and organization and offering expenses, and assuming that we sell the maximum offering, we estimate net proceeds from this offering in an amount equal to $976,072,031, or approximately 97.60% of the gross proceeds from this offering, to be available to us. Upfront selling commissions and dealer manager fees, which are effectively paid by purchasers of shares in the primary offering at the time of purchase, because the purchase price of such shares is equal to the transaction price, which generally equals the most recently disclosed monthly NAV per share, plus the upfront selling commissions and dealer manager fees, have no effect on the NAV of any class. Accordingly, if we fund additional organization and offering expenses entirely out of cash flow from operations (which would not reduce the net offering proceeds), then as a percentage of the NAV of the shares sold (measured as of the date of sale), approximately 99.15% of the proceeds will be available to us. We expect to use the net proceeds of this offering to make investments in accordance with our investment strategy and policies, to provide liquidity to our stockholders and for general corporate purposes (which may include repayment of our debt or any other corporate purposes we deem appropriate). We may use the proceeds of this offering to fund stockholder distributions, although we do not currently intend to do so. The specific amounts of the net proceeds that are used for such purposes, and the priority of such uses, will depend on the amount of proceeds raised in this offering, the timing of our receipt of such proceeds and the best uses of the proceeds at such time. The foregoing figures are estimates based on numerous assumptions. The actual percentage of net proceeds available to use will depend on a number of factors, including the amount of capital we raise and the actual offering costs. For example, if we raise less than the maximum offering amount, we would expect the percentage of net offering proceeds available to us to be less (and may be substantially less) than that set forth above because many offering costs are fixed and do not depend on the amount of capital raised in the offering. See “Estimated Use of Proceeds.”

Are there any special restrictions on the ownership or transfer of shares?

Yes. Our charter contains restrictions on the ownership of our shares that prevent any one person from owning more than 9.8% of our aggregate outstanding shares unless exempted by our board of directors. These restrictions are designed to enable us to comply with ownership restrictions imposed on REITs by the Internal Revenue Code.

Our charter also limits your ability to sell your shares. Subsequent purchasers, i.e., potential purchasers of your shares, must also meet the net worth or income standards, and unless you are transferring all of your shares, you may not transfer your shares in a manner that causes you or your transferee to own fewer than $2,000 in shares, except for the following transfers without consideration: transfers by gift, transfers by inheritance, intrafamily transfers, family dissolutions, transfers to affiliates and transfers by operation of law.

Are there any special considerations that apply to employee benefit plans subject to ERISA or other retirement plans that are investing in shares?

Yes. The section of this prospectus entitled “ERISA Considerations” describes the effect the purchase of shares will

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have on individual retirement accounts and retirement plans subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA), and/or the Internal Revenue Code. ERISA is a federal law that regulates the operation of certain tax-advantaged retirement plans. Any retirement plan trustee or individual considering purchasing shares for a retirement plan or an individual retirement account should carefully read this section of the prospectus.

We may make some investments that generate “excess inclusion income” which, when passed through to our tax-exempt stockholders, can be taxed as unrelated business taxable income (UBTI) or, in certain circumstances, can result in a tax being imposed on us. Although we do not expect the amount of such income to be significant, there can be no assurance in this regard.

May I make an investment through my IRA, SEP or other tax-deferred account?

Yes. Through an independent fiduciary, you may make an investment through your individual retirement account (IRA), a simplified employee pension (SEP) plan or other tax-deferred account. In making these investment decisions, you should consider, at a minimum, (i) whether the investment is in accordance with the documents and instruments governing your IRA, plan or other account, (ii) whether the investment satisfies the fiduciary requirements associated with your IRA, plan or other account, (iii) whether the investment will generate UBTI to your IRA, plan or other account, (iv) whether there is sufficient liquidity for such investment under your IRA, plan or other account, (v) the need to value the assets of your IRA, plan or other account annually or more frequently, and (vi) whether the investment would constitute a prohibited transaction under applicable law.

How do I subscribe for shares?

If you choose to purchase shares in this offering, you will need to complete and sign a subscription agreement (in the form attached to this prospectus as Appendix A) for a specific number of shares and pay for the shares at the time of your subscription.

If I buy shares in this offering, how may I sell them later?

We expect that there will be no regular secondary trading market for shares of our common stock. While you should view your investment as long term with limited liquidity, we have adopted a share redemption program, whereby stockholders may request on a monthly basis that we redeem all or any portion of their shares. We are not obligated to redeem any shares and may choose to redeem only some, or even none, of the shares that have been requested to be redeemed in any particular month, in our discretion. In addition, our ability to fulfill redemption requests is subject to a number of limitations. As a result, share redemptions may not be available each month. Under our share redemption program, to the extent we choose to redeem shares in any particular month, we will only redeem shares as of the last calendar day of that month (each such date, a “redemption date”). Redemptions will be made at the transaction price in effect on the redemption date, except that shares that have not been outstanding for at least one year will be redeemed at 95% of the transaction price and, with respect to shares outstanding as of [            ], 2018, if such shares are redeemed prior to [            ], 2019, such shares will be redeemed at 95% of the transaction price (each, an “early redemption deduction”). The early redemption deduction may be waived in certain circumstances including: (i) in the case of redemption requests arising from the death or qualified disability of the holder; (ii) in the event that a stockholder’s shares are redeemed because the stockholder has failed to maintain the $2,000 minimum account balance or (iii) with respect to shares purchased through our dividend reinvestment plan. To have your shares redeemed, your redemption request and required documentation must be received in good order by 4:00 p.m. (Eastern time) on the second to last business day of the applicable month. Settlements of share redemptions will be made within three business days of the redemption date. An investor may withdraw its redemption request by notifying the transfer agent before 4:00 p.m. (Eastern time) on the last business day of the applicable month.

The total amount of aggregate redemptions of Class T, Class S, Class D, and Class I shares (based on the price at which the shares are redeemed) will be limited during each calendar month to 2% of the aggregate NAV of all classes as of the last calendar day of the previous quarter and in each calendar quarter will be limited to 5% of the aggregate NAV of all classes of shares as of the last calendar day of the previous calendar quarter; provided, however, that every month and quarter each class of our common stock will be allocated capacity within such aggregate limit to allow stockholders in such class to either (a) redeem shares (based on the price at which the shares are redeemed) equal to at least 2% of the aggregate NAV of such share class as of the last calendar day of the previous quarter, or, if more limiting, (b) redeem shares (based on the price at which the shares are redeemed) over the course of a given quarter equal to at least 5% of the aggregate NAV of such share class as of the last calendar day of the previous quarter (collectively referred to herein as the “2% and 5% limits”), which in the second and third months of a quarter could be less

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than 2% of the NAV of such share class. In the event that we determine to redeem some but not all of the shares submitted for redemption during any month, shares redeemed at the end of the month will be redeemed on a pro rata basis. Even if the class-specific allocations are exceeded for a class, the program may offer such class additional capacity under the aggregate program limits. Redemptions and pro rata treatment, if necessary, will first be applied within the class-specific allocated capacity and then applied on an aggregate basis to the extent there is remaining capacity. All unsatisfied redemption requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the share redemption program, as applicable.

In the transitional [    ] quarter of 2018, we will allow redemptions in up to the maximum permitted as if the share redemption program had been effective and open the entire quarter (taking into consideration redemptions under our prior share redemption program in the quarter).

Although the vast majority of our assets consist of properties that cannot generally be readily liquidated on short notice without impacting our ability to realize full value upon their disposition, we intend to maintain a number of sources of liquidity including (i) cash equivalents (e.g. money market funds), other short-term investments, U.S. government securities, agency securities and liquid real estate-related securities and (ii) one or more borrowing facilities. We may fund redemptions from any available source of funds, including operating cash flows, borrowings, proceeds from this offering and/or sales of our assets.

Should redemption requests, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the company as a whole, or should we otherwise determine that investing our liquid assets in real properties or other illiquid investments rather than redeeming our shares is in the best interests of the company as a whole, then we may choose to redeem fewer shares than have been requested to be redeemed, or none at all. Further, our board of directors may modify, suspend or terminate our share redemption program if it deems such action to be in our best interest and the best interest of our stockholders. If the transaction price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no redemption requests will be accepted for such month and stockholders who wish to have their shares redeemed the following month must resubmit their redemption requests. See “Description of Capital Stock—Share Redemption Program—Redemption Limitations.”

What is a perpetual-life REIT?

We use the term “perpetual-life REIT” to describe an investment vehicle of indefinite duration focused on real estate properties and other real estate-related assets, the shares of common stock of which are generally intended to be sold and redeemed by the issuer on a continuous basis. Public and private pension plan sponsors, endowments, foundations and other institutional investors have historically availed themselves of similarly structured perpetual-life vehicles as one option for allocating a portion of their portfolio to direct investments in real estate.

Will I be notified of how my investment is doing?

Yes, we will provide you with periodic updates on the performance of your investment in us, including:

• detailed quarterly dividend reports;

• an annual report;

• supplements to the prospectus, provided quarterly during the primary offering; and

• three quarterly financial reports.

We will provide this information to you via one or more of the following methods, in our discretion and with your consent, if necessary:

• U.S. mail or other courier;

• facsimile;

• electronic delivery; or

• posting on our web site at www.kbsstrategicopportunityreit.com.

Within 30 days after any document described above is provided electronically or on our web site, Oregon investors may request that a paper copy of such document be sent by U.S. mail to such investor by contacting KBS Capital Markets

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Group at (866) KBS-4CMG or (866) 527-4264 or by contacting his or her registered representative.

When will I get my detailed tax information?

Your Form 1099-DIV tax information, if required, will be mailed by January 31 of each year.

Who can help answer my questions about the offering?

If you have more questions about the offering, or if you would like additional copies of this prospectus, you should contact your registered representative or contact:

KBS Capital Markets Group LLC

800 Newport Center Drive, Suite 700

Newport Beach, California 92660

Telephone: (866) KBS-4CMG or (866) 527-4264

Fax: (949) 417-6501

www.kbs-cmg.com

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RISK FACTORS

An investment in our common stock involves various risks and uncertainties. You should carefully consider the following risk factors in conjunction with the other information contained in this prospectus before purchasing our common stock. The risks discussed in this prospectus could adversely affect our business, operating results, prospects and financial condition. This could cause the value of our common stock to decline and could cause you to lose all or part of your investment. The risks and uncertainties described below are not the only ones we face but do represent those risks and uncertainties that we believe are material to us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business.

Risks Related to an Investment in Us

There is no public trading market for the shares of our common stock and we do not anticipate that there will be a public trading market for our shares; therefore, your ability to dispose of your shares will likely be limited to redemption by us. If you do sell your shares to us, you may receive less than the price you paid.

There is no public market for the shares of our common stock and we currently have no obligation or plans to apply for listing on any public securities market. Therefore, redemption of shares by us will likely be the only way for you to dispose of your shares. We will redeem shares at a price equal to the transaction price on the last calendar day of the applicable month (which will generally be equal to our most recently disclosed monthly NAV per share), and not based on the price at which you initially purchased your shares. We may redeem your shares if you fail to maintain a minimum balance of $2,000 of shares, even if your failure to meet the minimum balance is caused solely by a decline in our NAV. Subject to limited exceptions, shares that have not been outstanding for at least one year will be redeemed at 95% of the transaction price and, with respect to shares outstanding as of [            ], 2018, if such shares are redeemed prior to [            ], 2019, such shares will be redeemed at 95% of the transaction price. Such early redemption deductions will inure indirectly to the benefit of our remaining stockholders. As a result of this and the fact that our NAV will fluctuate, you may receive less than the price you paid for your shares upon redemption by us pursuant to our share redemption program. See “Description of Shares—Share Redemption Program.”

Our ability to redeem your shares may be limited, and our board of directors may modify, suspend or terminate our share redemption program at any time.

We may redeem fewer shares than have been requested in any particular month to be redeemed under our share redemption program, or none at all, in our discretion at any time. We may redeem fewer shares due to lack of readily available funds because of adverse market conditions beyond our control, the need to maintain liquidity for our operations or because we have determined that investing in real property or other illiquid investments is a better use of our capital than redeeming our shares. In addition, the total amount of aggregate redemptions of Class T, Class S, Class D, and Class I shares (based on the price at which the shares are redeemed) will be limited during each calendar month to 2% of the aggregate NAV of all classes as of the last calendar day of the previous quarter and in each calendar quarter will be limited to 5% of the aggregate NAV of all classes of shares as of the last calendar day of the previous calendar quarter; provided, however, that every month and quarter each class of our common stock will be allocated capacity within such aggregate limit to allow stockholders in such class to either (a) redeem shares (based on the price at which the shares are redeemed) equal to at least 2% of the aggregate NAV of such share class as of the last calendar day of the previous quarter, or, if more limiting, (b) redeem shares (based on the price at which the shares are redeemed) over the course of a given quarter equal to at least 5% of the aggregate NAV of such share class as of the last calendar day of the previous quarter (collectively, referred to herein as the “2% and 5% limits”), which in the second and third months of a quarter could be less than 2% of the NAV of such share class and could even be zero. In the transitional [__] quarter of 2018, we will allow redemptions up to the maximum permitted as if the share redemption program had been effective and open the entire quarter (taking into consideration redemptions under our prior share redemption program in the quarter).

The vast majority of our assets will consist of properties which cannot generally be readily liquidated on short notice without impacting our ability to realize full value upon their disposition. Therefore, we may not always have a sufficient amount of cash to immediately satisfy redemption requests. Our board of directors may modify, suspend or terminate our share redemption program. As a result, your ability to have your shares redeemed by us may be limited, and our shares should be considered as having only limited liquidity and at times may be illiquid. See “Description of Capital Stock—Share Redemption Program” for more information.

Our capacity to redeem shares may be further limited if we experience a concentration of investors.

The current limitations of our share redemption program are based, in part, on the number of outstanding shares. Thus, the ability of a single investor, or of a group of investors acting similarly, to redeem all of their shares may be limited if they own a large percentage of our shares. Similarly, if a single investor, or a group of investors acting in concert or

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independently, owns a large percentage of our shares, a significant redemption request by such investor or investors could significantly further limit our ability to satisfy redemption requests of other investors of such classes. Such concentrations could arise in a variety of circumstances, especially while we have relatively few outstanding Class T, Class S and Class D shares. For example, we could sell a large number of our shares to one or more institutional investors, either in a public offering or in a private placement. In addition, we may issue a significant number of our shares in connection with an acquisition of another company or a portfolio of properties to a single investor or a group of investors that may request redemption at similar times following the acquisition. As of [            ], we had outstanding [            ] shares, comprised of no Class T, Class S or Class D shares and [            ] Class I shares.

Purchases and redemptions of our common shares will not be made based on the current NAV per share of our common stock.

The purchase and redemption price for shares of our common stock will generally be based on our most recently disclosed monthly NAV (subject to material changes) and will not be based on any public trading market. Therefore, the price at which you purchase shares may be higher than the current NAV per share at the time of sale and the price at which you redeem shares may be lower than the current NAV per share at the time of redemption.

Economic events that may cause our stockholders to request that we redeem their shares may materially adversely affect our cash flow and our ability to achieve our investment objectives.

Future economic events affecting the U.S. economy generally, or the real estate sector specifically, could cause our stockholders to seek to sell their shares to us pursuant to our share redemption program. The redemptions of Class T, Class S, Class D, and Class I shares are subject to the 2% and 5% limits. Even if we are able to satisfy all resulting redemption requests, our cash flow could be materially adversely affected. In addition, if we determine to sell valuable assets to satisfy redemption requests, our ability to achieve our investment objectives, including, without limitation, diversification of our portfolio by property type and location, moderate financial leverage, conservative operating risk and an attractive level of current income, could be materially adversely affected. See “Description of Shares—Share Redemption Program” for more information.

Disruptions in the financial markets and uncertain economic conditions could adversely affect market rental rates, commercial real estate values and our ability to secure debt financing, service debt obligations, or pay distributions to our stockholders.

Currently, both the investing and leasing environments are highly competitive. While there has been an increase in the amount of capital flowing into the U.S. real estate markets, which resulted in an increase in real estate values in certain markets, the uncertainty regarding the economic environment has made businesses reluctant to make long-term commitments or changes in their business plans. Possible future declines in rental rates, slower or potentially negative net absorption of leased space and expectations of future rental concessions, including free rent to renew tenants early, to retain tenants who are up for renewal or to attract new tenants, may result in decreases in cash flows.

Conditions in the global capital markets remain volatile as of the first quarter of 2017. Current economic data and financial market developments suggest that the global economy is improving, although at a slow and uneven pace. European economic growth has recently picked up, whereas the U.K. and China remain areas of concern. Against this backdrop, the central banks of the world’s major industrialized economies are beginning to back away from their strong monetary accommodation. Quantitative easing in Japan and Europe is slowing, but the liquidity generated from these programs continues to impact the global capital markets.

At a duration of 91 months (as of year-end 2016), the current business cycle, which commenced in June 2009, is the fourth longest in U.S. history, including the post-World War II cycle, which lasted 58 months. In December 2016, the FED increased interest rates for the second time since the 2008-2009 financial crisis. Expectations are for the rate increases to continue in the wake of ongoing economic growth and some acceleration in inflationary pressures, with the goal of the FED to normalize the level of interest rates. Little in the U.S. macroeconomic data suggests that the economy is growing too rapidly, the primary symptom of trouble ahead for a business cycle. Real GDP growth has averaged approximately 2% per year over the past two years, and job growth has averaged about 1.7%. Personal income growth has started to pick up and unemployment statistics indicate that labor force conditions are finally showing real improvements.

The U.S. commercial real estate market continues to benefit from inflows of foreign capital, particularly from China. With a backdrop of global political conflict, and stabilizing international economic conditions, the U.S. dollar has remained a safe haven currency. The volume of available capital that is seeking “core” properties has helped to push the pricing of some assets past prior peaks, making some markets look expensive. Reduced leverage ratios have shifted more risk toward the

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equity investor. Traditional sources of capital are favoring a “risk-off” approach, where investors’ appetite for risk falls, when valuing investments. Investors acquiring properties are extremely selective, with cap rate compression having spread into secondary markets over the last two years. Commercial real estate returns are increasingly being driven by property income (yield), as opposed to price appreciation through cap rate compression.

We have relied on debt financing to finance our real estate properties and we may have difficulty refinancing some of our debt obligations prior to or at maturity or we may not be able to refinance these obligations at terms as favorable as the terms of our existing indebtedness and we also may be unable to obtain additional debt financing on attractive terms or at all. If we are not able to refinance our existing indebtedness on attractive terms at the various maturity dates, we may be forced to dispose of some of our assets. Recent financial market conditions have improved from the bottom of the economic cycle, but material risks are still present. Market conditions can change quickly, which could negatively impact the value of our assets.

Disruptions in the financial markets and continued uncertain economic conditions could adversely affect the values of our investments. Lending activity has increased; however, it remains uncertain whether the capital markets can sustain the current transaction levels. Any disruption to the debt and capital markets could result in fewer buyers seeking to acquire commercial properties and possible increases in capitalization rates and lower property values. Furthermore, declining economic conditions could negatively impact commercial real estate fundamentals and result in lower occupancy, lower rental rates and declining values in our real estate portfolio and in the collateral securing our loan investments, which could have the following negative effects on us:

• the values of our investments in commercial properties could decrease below the amounts paid for such investments;

• the value of collateral securing any loan investments we may make could decrease below the outstanding principal amount of such loans; and/or

• revenues from our properties could decrease due to fewer tenants and/or lower rental rates, making it more difficult for us to pay distributions or meet our debt service obligations on debt financing.

All of these factors could impair our ability to make distributions to our investors and decrease the value of an investment in us.

Our stockholders will not have the opportunity to evaluate our future investments before we make them, which makes our stockholders’ investment more speculative.

We will seek to invest a portion of the net proceeds from this offering to make investments in accordance with our investment strategy and policies. However, because you will be unable to evaluate the economic merit of assets before we invest in them, you will have to rely entirely on the ability of our advisor to select suitable and successful investment opportunities.

We may raise significantly less than the maximum offering amount in this public offering.

In this offering, we are offering on a continuous basis up to $1,000,000,000 of shares of our common stock. However, we may raise significantly less than this amount. The less capital we raise, the less capital we will have available to make investments in accordance with our investment strategy and policies, to provide liquidity to our stockholders and for general corporate purposes (which may include repayment of our debt or any other corporate purposes we deem appropriate).

Furthermore, the figures presented in the section of this prospectus entitled “Estimated Use of Proceeds” are estimates based on numerous assumptions. The actual percentage of net proceeds available to use will depend on a number of factors, including the amount of capital we raise and the actual offering costs. For example, if we raise less than the maximum offering amount, we would expect the percentage of net offering proceeds available to us to be less (and may be substantially less) than that set forth in the section of this prospectus entitled “Estimated Use of Proceeds” because many offering costs are fixed and do not depend on the amount of capital raised in the offering.

Even if we are able to raise substantial funds in this offering, investors in our common stock are subject to the risk that our offering, business and operating plans may change.

Although we intend to operate as a perpetual-life REIT with an ongoing offering and share redemption program, this is not a requirement of our charter. Even if we are able to raise substantial funds in this offering, if circumstances change such that our board of directors believes it is in the best interest of our stockholders to terminate this offering or to terminate our share redemption program, we may do so without stockholder approval. Our board of directors may also change our investment objectives, targeted investments, borrowing policies or other corporate policies without stockholder approval. In addition, we may change the way our fees and expenses are incurred and allocated to different classes of stockholders. Our board of directors may decide that certain significant transactions that require stockholder approval such as dissolution, merger into another entity, consolidation or the sale or other disposition of all or substantially all of our assets, are in the best

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interests of our stockholders. Holders of all classes of our common stock have equal voting rights with respect to such matters and will vote as a single group rather than on a class-by-class basis. Accordingly, investors in our common stock are subject to the risk that our offering, business and operating plans may change.

Valuations and appraisals of our properties, real estate-related assets and real estate-related liabilities are estimates of value and may not necessarily correspond to realizable value.

The valuation methodologies used to value our properties and certain real estate-related assets involve subjective judgments regarding such factors as comparable sales, rental revenue and operating expense data, known contingencies, the capitalization or discount rate, and projections of future rent and expenses based on appropriate analysis. As a result, valuations and appraisals of our properties, real estate-related assets and real estate-related liabilities are only estimates of current market value. Ultimate realization of the value of an asset or liability depends to a great extent on economic and other conditions beyond our control and the control of the Independent Valuation Firm and other parties involved in the valuation of our assets and liabilities. Further, these valuations may not necessarily represent the price at which an asset or liability would sell, because market prices of assets and liabilities can only be determined by negotiation between a willing buyer and seller. Valuations used for determining our NAV also are generally made without consideration of the expenses that would be incurred in connection with disposing of assets and liabilities. Therefore, the valuations of our properties, our investments in real estate-related assets and our liabilities may not correspond to the timely realizable value upon a sale of those assets and liabilities. In addition to being up to a month old when share purchases and redemptions take place, our NAV does not currently represent enterprise value and may not accurately reflect the actual prices at which our assets could be liquidated on any given day, the value a third party would pay for all or substantially all of our shares, or the price that our shares would trade at on a national stock exchange. There will be no retroactive adjustment in the valuation of such assets or liabilities, the price of our shares of common stock, the price we paid to redeem shares of our common stock or NAV-based fees we paid to our advisor and dealer manager to the extent such valuations prove to not accurately reflect the true estimate of value and are not a precise measure of realizable value. Because the price you will pay for shares of our common stock in this offering, and the price at which your shares may be redeemed by us pursuant to our share redemption program, are generally based on our estimated NAV per share, you may pay more than realizable value or receive less than realizable value for your investment.

In order to disclose a monthly NAV, we are reliant on the parties that we engage for that purpose, in particular the Independent Valuation Firm and the appraisers that we hire to value and appraise our real estate portfolio.

In order to disclose a monthly NAV, our board of directors, including a majority of our independent directors, has adopted valuation procedures that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV and caused us to engage the Independent Valuation Firm to value our real estate portfolio on a monthly basis. We may also engage other independent third parties or our advisor to value other assets or liabilities. Although our board of directors, with the assistance of our advisor, oversees all of these parties and the reasonableness of their work product, we will not independently verify our NAV or the components thereof, such as the appraised values of our properties. Our management’s assessment of the market values of our properties may also differ from the appraised values of our properties as determined by the Independent Valuation Firm. If the parties engaged by us to determine our monthly NAV are unable or unwilling to perform their obligations to us, our NAV could be inaccurate or unavailable, and we could decide to suspend this offering and our share redemption program.

Our NAV is not subject to GAAP, will not be independently audited and will involve subjective judgments by the Independent Valuation Firm and other parties involved in valuing our assets and liabilities.

Our valuation procedures and our NAV are not subject to GAAP and will not be subject to independent audit. Our NAV may differ from equity (net assets) reflected on our audited financial statements, even if we are required to adopt a fair value basis of accounting for GAAP financial statement purposes. Additionally, we are dependent on our advisor to be reasonably aware of material events specific to our properties (such as tenant disputes, damage, litigation and environmental issues) that may cause the value of a property to change materially and to promptly notify the Independent Valuation Firm so that the information may be reflected in our real estate portfolio valuation. In addition, the implementation and coordination of our valuation procedures include certain subjective judgments of our advisor, such as whether the Independent Valuation Firm should be notified of events specific to our properties that could affect their valuations, as well as of the Independent Valuation Firm and other parties we engage, as to whether adjustments to asset and liability valuations are appropriate. Accordingly, you must rely entirely on our board of directors to adopt appropriate valuation procedures and on the Independent Valuation Firm and other parties we engage in order to arrive at our NAV, which may not correspond to realizable value upon a sale of our assets.

No rule or regulation requires that we calculate our NAV in a certain way, and our board of directors, including a majority of our independent directors, may adopt changes to the valuation procedures.

There are no existing rules or regulatory bodies that specifically govern the manner in which we calculate our NAV. As a result, it is important that you pay particular attention to the specific methodologies and assumptions we use to calculate

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our NAV. Other public REITs may use different methodologies or assumptions to determine their NAV. In addition, each year our board of directors, including a majority of our independent directors, will review the appropriateness of our valuation procedures and may, at any time, adopt changes to the valuation procedures. For example, we do not currently include any enterprise value or real estate acquisition costs in our assets calculated for purposes of our NAV. If we acquire real property assets as a portfolio, we may pay a premium over the amount that we would pay for the assets individually. Our board of directors may change these or other aspects of our valuation procedures, which changes may have an adverse effect on our NAV and the price at which you may sell shares to us under our share redemption program. See “Net Asset Value Calculation and Valuation Procedures” for more details regarding our valuation methodologies, assumptions and procedures.

Our NAV per share may suddenly change if the valuations of our properties materially change from prior valuations or the actual operating results materially differ from what we originally budgeted.

It is possible that the annual appraisals of our properties may not be spread evenly throughout the year and may differ from the most recent monthly valuation. As such, when these appraisals are reflected in our Independent Valuation Firm’s valuation of our real estate portfolio, there may be a sudden change in our NAV per share for each class of our common stock. Property valuation changes can occur for a variety of reasons, such as local real estate market conditions, the financial condition of our tenants, or lease expirations. For example, we regularly face lease expirations across our portfolio, and as we move further away from lease commencement toward the end of a lease term, the valuation of the underlying property will be expected to drop depending on the likelihood of a renewal or a new lease on similar terms. Such a valuation drop can be particularly significant when closer to a lease expiration, especially for single tenant buildings or where an individual tenant occupies a large portion of a building. We are at the greatest risk of these valuation changes during periods in which we have a large number of lease expirations as well as when the lease of a significant tenant is closer to expiration. Similarly, if a tenant will have an option in the future to purchase one of our properties from us at a price that is less than the current valuation of the property, then if the value of the property exceeds the option price, the valuation will be expected to decline and begin to approach the purchase price as the date of the option approaches. In addition, actual operating results may differ from what we originally budgeted, which may cause a sudden increase or decrease in the NAV per share amounts. We accrue estimated income and expenses on a monthly basis based on annual budgets as adjusted from time to time to reflect changes in the business throughout the year. On a periodic basis, we adjust the income and expense accruals we estimated to reflect the income and expenses actually earned and incurred. We will not retroactively adjust the NAV per share of each class for any adjustments. Therefore, because actual results from operations may be better or worse than what we previously budgeted, the adjustment to reflect actual operating results may cause the NAV per share for each class of our common stock to increase or decrease.

New acquisitions may be valued for purposes of our NAV at less than what we pay for them, which would dilute our NAV.

Pursuant to our valuation procedures, the acquisition price of newly acquired properties may serve as our appraised value for up to the first 12 months after the date of the acquisition, and thereafter will be part of the rotating appraisal cycle such that they are appraised at least every calendar year. This is true whether the acquisition is funded with cash, equity or a combination thereof. However, the Independent Valuation Firm always has the ability to adjust property valuations for purposes of our NAV from the most recent appraised value. Similarly, if the Independent Valuation Firm believes that the purchase price for a recent acquisition does not reflect the current value of the property, the Independent Valuation Firm has the ability to adjust the valuation for purposes of our NAV downwards immediately after acquisition. Even if the Independent Valuation Firm does not adjust the valuation downwards immediately following the acquisition, when we obtain an appraisal on the property, it may not appraise at a value equal to the purchase price. Accordingly, the value of a new acquisition as established under our NAV procedures could be less than what we pay for it, which could negatively affect our NAV. Large portfolio acquisitions, in particular, may require a “portfolio premium” to be paid by us in order to be a competitive bidder, and this “portfolio premium” may not be taken into consideration in calculating our NAV. In addition, acquisition expenses we incur in connection with new acquisitions will negatively impact our NAV. We may make acquisitions (with cash or equity) of any size without stockholder approval, and such acquisitions may be dilutive to our NAV.

The NAV per share that we publish may not necessarily reflect changes in our NAV that are not immediately quantifiable.

From time to time, we may experience events with respect to our investments that may have a material impact on our NAV. For example, and not by way of limitation, changes in governmental rules, regulations and fiscal policies, environmental legislation, acts of God, terrorism, social unrest, civil disturbances and major disturbances in financial markets may cause the value of a property to change materially. The NAV per share of each class of our common stock as published for any given month may not reflect such extraordinary events to the extent that their financial impact is not immediately quantifiable. As a result, the NAV per share that we publish may not necessarily reflect changes in our NAV that are not immediately quantifiable, and the NAV per share of each class published after the announcement of a material event may differ significantly from our actual NAV per share for such class until such time as the financial impact is quantified and our NAV is appropriately adjusted in accordance with our valuation procedures. The resulting potential disparity in our NAV may inure to the benefit of redeeming stockholders or non-redeeming stockholders and new purchasers of our common stock,

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depending on whether our published NAV per share for such class is overstated or understated.

The realizable value of specific properties may change before the value is adjusted by the Independent Valuation Firm or our advisor and reflected in the calculation of our NAV.

Our valuation procedures generally provide that the Independent Valuation Firm will adjust a real property’s valuation, as necessary, based on known events that have a material impact on the most recent value (adjustments for non-material events may also be made). Any adjustment to the valuation of a property is performed on the next monthly valuation date after a determination that a material change with respect to such property has occurred and the financial effects of such change are quantifiable by the Independent Valuation Firm. Accordingly, rapidly changing market conditions or material events may not be immediately reflected in our real property valuation provided by the Independent Valuation Firm.

We are dependent on our advisor to be reasonably aware of material events specific to our properties (such as tenant disputes, damage, litigation and environmental issues, as well as positive events such as new lease agreements) that may cause the value of a property to change materially and to promptly notify the Independent Valuation Firm so that the information may be reflected in our real estate portfolio valuation. Events may transpire that, for a period of time, are unknown to us or the Independent Valuation Firm that may affect the value of a property, and until such information becomes known and is processed, the value of such asset may differ from the value used to determine our NAV. In addition, although we may have information that suggests a change in value of a property may have occurred, there may be a delay in the resulting change in value being reflected in our NAV until such information is appropriately reviewed, verified and processed. For example, we may receive an unsolicited offer, from an unrelated third party, to sell one of our assets at a price that is materially different than the price included in our NAV. Or, we may be aware of a new lease, lease expiry, or entering into a contract for capital expenditure. Where possible, adjustments generally are made based on events evidenced by proper final documentation. It is possible that an adjustment to the valuation of a property may occur prior to final documentation if the Independent Valuation Firm determines that events warrant adjustments to certain assumptions that materially affect value. However, to the extent that an event has not yet become final based on proper documentation, its impact on the value of the applicable property may not be reflected (or may be only partially reflected) in the calculation of our NAV.

Because we generally do not mark our debt investments or real estate-related liabilities to market, the realizable value of specific debt investments and real property assets that are encumbered by debt may be higher or lower than the value used in the calculation of our NAV.

We generally do not undertake to mark to market our debt investments or real estate-related liabilities, but rather these assets and liabilities are usually included in our determination of NAV at their face amount. As a result, the realizable value of specific debt investments and real property assets that are encumbered by debt used in the calculation of our NAV may be higher or lower than the value that would be derived if such debt investments or liabilities were marked to market. In some cases such difference may be significant. For example, in our financial statements for the quarter ended September 30, 2017, we disclosed that the estimated fair value of our debt liabilities, net of the fair value of our debt investments, was $16.2 million higher than the face amount, meaning that if we used the fair value of our debt rather than the face amount, our NAV would have been lower by approximately $16.2 million as of September 30, 2017. We record all derivative instruments at fair value, which we do not expect to be significantly different from the realizable value of our derivative instruments used in the calculation of our NAV.

Our NAV and the NAV of your shares may be diluted in connection with this and future securities offerings.

In connection with this offering, we incur fees and expenses, which will decrease the amount of cash we have available for operations and new investments. In addition, because the prices of shares sold in this offering are generally based on our NAV, this offering may be dilutive if our NAV procedures do not fully capture the value of our shares and/or we do not utilize the proceeds accretively.

In the future we may conduct other offerings of common stock (whether existing or new classes), preferred stock, debt securities or of interests in our operating partnership. We may also amend the terms of this offering. We may structure or amend such offerings to attract institutional investors or other sources of capital. The costs of this offering and future offerings may negatively impact our ability to pay distributions and your overall return.

We intend to disclose funds from operations (“FFO”), modified funds from operations (“MFFO”) and adjusted MFFO (“Adjusted MFFO”), non-GAAP financial measures, in future communications with investors, including documents filed with the Commission. However, FFO, MFFO and Adjusted MFFO are not equivalent to our net income or loss as determined under GAAP, and is not a complete measure of our financial position and results of operations.

We use, and we disclose to investors, FFO, MFFO and Adjusted MFFO, which are considered non-GAAP financial measures. See “Selected Information Regarding Our Operations—Funds from Operations, Modified Funds from Operations and Adjusted Modified Funds from Operations.” FFO, MFFO and Adjusted MFFO are not equivalent to our net income or loss as determined in accordance with GAAP. FFO and GAAP net income differ because FFO excludes gains or losses from

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sales of property and impairment of depreciable real estate, and adds back real estate-related depreciation and amortization.

No single measure can provide investors with sufficient information and investors should consider all of our disclosures as a whole in order to adequately understand our financial position, liquidity and results of operations. Because of the differences between FFO, MFFO and Adjusted MFFO and GAAP net income or loss, FFO, MFFO and Adjusted MFFO may not be accurate indicators of our operating performance, especially during periods in which we are acquiring properties. In addition, FFO, MFFO and Adjusted MFFO are not necessarily indicative of cash flow available to fund cash needs and investors should not consider FFO, MFFO and Adjusted MFFO as alternatives to cash flows from operations or an indication of our liquidity, or indicative of funds available to fund our cash needs, including our ability to make distributions to our stockholders. Neither the Commission nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO, MFFO and Adjusted MFFO. Also, because not all companies calculate this type of measure the same way, comparisons with other companies may not be meaningful.

The availability and timing of cash distributions to you is uncertain.

Our board of directors has historically authorized quarterly distributions with quarterly record dates (i.e., quarterly accruals), but going forward our board of directors intends to authorize a monthly distribution of a certain dollar amount per share of our common stock using daily record dates (i.e. daily accrual). However, the payment of class-specific fees results in different amounts of distributions being paid with respect to each class of shares. In addition, we bear all expenses incurred in our operations, which reduce the amount of cash available for distribution to our stockholders. Distributions may also be negatively impacted by the failure to deploy our net proceeds on an expeditious basis, the inability to find suitable investments that are not dilutive to our distributions, the poor performance of our investments (including vacancy or decline in rental rates), an increase in expenses for any reason (including expending funds for redemptions) and due to numerous other factors. In addition, our board of directors, in its discretion, may retain any portion of such funds for working capital. We cannot assure you that sufficient cash will be available to make distributions to our stockholders or that the amount of distributions will not either decrease or fail to increase over time. From time to time, we may adjust our distribution level and we may make such an adjustment at any time.

If we pay distributions from sources other than our cash flow from operations, we will have less funds available for investments and the overall return to our stockholders may be reduced.

Our distribution policy is not to pay distributions from sources other than cash flow from operations, investment activities and strategic financings. However, our organizational documents do not restrict us from paying distributions from any source and do not restrict the amount of distributions we may pay from any source, including proceeds from the issuance of securities, borrowings, advances from our advisor or sponsors or from our advisor’s deferral of its fees under the advisory agreement. Distributions paid from sources other than current or accumulated earnings and profits may constitute a return of capital. From time to time, we may generate taxable income greater than our taxable income for financial reporting purposes, or our taxable income may be greater than our cash flow available for distribution to stockholders. In these situations we may make distributions in excess of our cash flow from operations, investment activities and strategic financings. If we fund distributions from financings, the proceeds from issuances of securities or sources other than our cash flow from operations, we will have less funds available for investment in real estate-related loans, opportunistic real estate, real estate-related debt securities and other real estate-related investments and the overall return to our stockholders may be reduced. Depending on the distribution level relative to cash flow generated from our portfolio, if our distributions exceed cash flow generated from our operations, it may cause a decrease in our NAV if not offset by other effects.

In addition, to the extent distributions exceed cash flow from operations and gains from asset sales, a stockholder’s basis in our stock will be reduced and, to the extent distributions exceed a stockholder’s basis, the stockholder may recognize capital gain. There is no limit on the amount of distributions we may fund from sources other than from cash flows from operations or gains from asset sales. For the year ended December 31, 2016, we paid aggregate distributions of $21.8 million (of which $9.2 million was reinvested through our dividend reinvestment plan). Our net loss attributable to stockholders for the year ended December 31, 2016 was $28.9 million. For the year ended December 31, 2016, we funded 100% of total distributions paid, which includes cash distributions and dividends reinvested by stockholders, with current cash provided by operations and prior period cash provided by operations. From our inception through December 31, 2016, we funded 18% of total distributions paid, which includes cash distributions and dividends reinvested by stockholders, with proceeds from debt financing, funded 13% of total distributions paid with the gains realized from the dispositions of properties and funded 69% of total distributions paid with cash provided by operations.

We face significant competition for real estate investment opportunities, which may limit our ability to acquire suitable investments. If we are unable to find suitable investments, we may not be able to achieve our investment objectives or pay distributions.

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Our ability to achieve our investment objectives and to pay distributions will depend upon the performance of our advisor in the acquisition or origination of our investments, including the determination of any financing arrangements. We face competition from various entities for real estate investment opportunities, including other REITs, pension funds, banks and insurance companies, investment funds and companies, partnerships and developers. Many of these entities have substantially greater financial resources than we do and may be able to accept more risk than we can prudently manage, including risks with respect to the creditworthiness of a tenant or the geographic location of their investments. Competition from these entities may reduce the number of suitable investment opportunities offered to us or increase the bargaining power of property owners seeking to sell. Additionally, disruptions and dislocations in the credit markets could impact the cost and availability of debt to finance real estate investments, which is a key component of our acquisition strategy. A downturn in the credit markets and a potential lack of available debt could result in a further reduction of suitable investment opportunities and create a competitive advantage for other entities that have greater financial resources than we do. In addition, the number of entities and the amount of funds competing for suitable investments may increase. If we acquire investments at higher prices and/or by using less-than-ideal capital structures, our returns will be lower and the value of our assets may not appreciate or may decrease significantly below the amount we paid for such assets.

We also depend upon the performance of our property managers, including our affiliated property manager, in the selection of tenants and negotiation of leasing arrangements. The highly competitive U.S. commercial real estate industry has created increased pressure on real estate investors and their property managers to find new tenants and keep existing tenants. In order to do so, we may have to offer inducements, such as free rent and tenant improvements, to compete for attractive tenants. We are also subject to competition in seeking to acquire real estate-related investments. The more shares we sell during our offering stage, the greater our challenge will be to invest the net offering proceeds on attractive terms. Our investors must rely entirely on the management abilities of our advisor, our affiliated property manager, the property managers our advisor selects and the oversight of our board of directors. We can give no assurance that our advisor will be successful in obtaining suitable investments on financially attractive terms or that, if our advisor makes investments on our behalf, our objectives will be achieved. If we, through our advisor, are unable to find suitable investments promptly, we will hold the proceeds from this offering in an interest-bearing account or invest the proceeds in short-term assets. If we would continue to be unsuccessful in locating suitable investments, we may ultimately decide to liquidate. In the event we are unable to timely locate suitable investments, we may be unable or limited in our ability to pay distributions, we may not be able to meet our investment objectives and our stockholders may experience a lower return on their investment.

We may suffer from delays in locating suitable investments, which could limit our ability to make distributions and lower the overall return on your investment.

We could suffer from delays in locating suitable investments. The more shares we sell in this offering, the more difficult it will be to invest the net offering proceeds promptly and on attractive terms. Therefore, the large size of this offering increases the risk of delays in investing our net offering proceeds. Our reliance on our advisor, and the real estate and debt finance professionals that our advisor retains to identify suitable investments for us at times when such persons are simultaneously seeking to identify suitable investments for other KBS-sponsored programs or KBS-advised investors could also delay the investment of the proceeds of this offering. Currently, KBS REIT III, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT, as well as six private KBS-sponsored programs, are raising and/or investing capital. In particular, KBS Strategic Opportunity REIT II is focused on opportunistic real estate and real estate-related investments that are similar to our targeted investments. While KBS Strategic Opportunity REIT II is concluding its offering and acquisition phase, our advisor does not believe it is likely we will be competing directly with KBS Strategic Opportunity REIT II for investment opportunities because our advisor believes the investment opportunities appropriate for our portfolio will likely be in a price range of $[__] million or more, while KBS Strategic Opportunity REIT II will likely be considering investments at a purchase price less than $[__] million based on its current portfolio composition and available cash for investment. However, even after this time, based upon asset sales and the maturity, prepayment or workout of debt-related investments or market conditions, KBS Strategic Opportunity REIT II may from time to time seek to make additional investments at the same time as us. See “Conflicts of Interest—Certain Conflict Resolution Measures – Allocation of Investment Opportunities” for information on the allocation method. Further, if we acquire properties prior to the start of construction or during the early stages of construction, it will typically take several months to complete construction and rent available space. Delays we encounter in the selection, acquisition and development of income-producing properties or the acquisition or origination of other real estate investments would likely limit our ability to pay distributions to our stockholders and reduce their overall returns.

The performance component of the advisory fee is calculated on the basis of the overall investment return provided to common stockholders of all classes over a calendar year, so it may not be consistent with the return on your shares.

The performance component of the advisory fee is calculated on the basis of the overall investment return provided to common stockholders of all classes in any calendar year such that the advisor will receive the lesser of (1) 15% of (a) the annual total return amount less (b) any loss carryforward, and (2) the amount equal to (x) the annual total return amount, less

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(y) any loss carryforward, less (z) the amount needed to achieve an annual total return amount equal to 7% of the NAV per share at the beginning of such year (the “hurdle amount”). The foregoing calculations are calculated on a per share basis and multiplied by the weighted average shares outstanding during the year. The “annual total return amount” referred to above means all distributions paid or accrued per share plus any change in NAV per share since the end of the prior calendar year, adjusted to exclude the negative impact on annual total return resulting from our payment or obligation to pay, or distribute, as applicable, the performance component of the advisory fee as well as ongoing distribution fees (i.e., our ongoing class-specific fees). The “loss carryforward” referred to above will track any negative annual total return amounts from prior years and offset the positive annual total return amount for purposes of the calculation of the performance component of the advisory fee. The loss carryforward is zero as of the date of this prospectus. Therefore, payment of the performance component of the advisory fee (1) is contingent upon the annual total return to the holders of shares exceeding the 7% return, (2) will vary in amount based on our actual performance and (3) cannot cause the overall return to the holders of shares for the year to be reduced below 7%.

As a result, the performance component is not directly tied to the performance of the shares you purchase, the class of shares you purchase, or the time period during which you own your shares. The performance component may be payable to the advisor even if the NAV of your shares at the end of the calendar year is below your purchase price, and the thresholds at which increases in NAV count towards the overall return to the common stockholders of all classes are not based on your purchase price. Because of the class-specific allocations of the ongoing distribution fee, which differ among classes, we do not expect the overall return of each class of shares to ever be the same. However, if and when the performance component of the advisory fee is payable, the expense will be allocated among all common stockholders of all classes ratably according to the NAV of their shares, regardless of the different returns achieved by different classes of shares during the year. Further, stockholders who redeem their shares during a given year may redeem their shares at a lower NAV per share as a result of an accrual for the estimated performance component of the advisory fee, even if no performance component is ultimately payable to the advisor at the end of such calendar year. In addition, if the advisor earns a performance component of the advisory fee, it will not be obligated to return any portion of advisory fees paid based on our subsequent performance. See “The Advisor and the Advisory Agreement—The Advisory Agreement.”

Payment of fees and expenses to our advisor and its affiliates reduce the cash available for distribution and increases the risk that you will not be able to recover the amount of your investment in our shares.

Our advisor and its affiliates perform services for us, including, among other things, the selection and acquisition of our investments, the management of our assets, the disposition of our assets, the financing of our assets and certain administrative services. We pay our advisor and its affiliates fees and expense reimbursements for these services, which will reduce the amount of cash available for further investments or distribution to our stockholders.

We are required to pay substantial compensation to the advisor and its affiliates, which may be increased or decreased during this offering or future offerings by a majority of our board of directors, including a majority of the independent directors.

Pursuant to our agreements with the advisor and its affiliates, we are obligated to pay substantial compensation to the advisor and its affiliates. Subject to limitations in our charter, the fees, compensation, income, expense reimbursements, interests and other payments that we are required to pay to the advisor and its affiliates may increase or decrease during this offering or future offerings if such change is approved by a majority of our board of directors, including a majority of the independent directors. These payments to the advisor and its affiliates will decrease the amount of cash we have available for operations and new investments and could negatively impact our NAV, our ability to pay distributions and your overall return.

Because we depend upon our advisor and its affiliates to conduct our operations, adverse changes in the financial health of our advisor or its affiliates could cause our operations to suffer.

We depend on KBS Capital Advisors, its affiliates and the key real estate and debt finance professionals at KBS Capital Advisors to manage our operations and our portfolio of opportunistic real estate, real estate-related loans, real estate-related debt securities and other real estate-related investments. Our advisor depends upon the fees and other compensation that it receives from us and other public KBS-sponsored programs in connection with the origination, purchase, management and sale of assets to conduct its operations. Any adverse changes in the financial condition of KBS Capital Advisors or its affiliates or our relationship with KBS Capital Advisors or its affiliates could hinder their ability to successfully manage our operations and our portfolio of investments. Furthermore, if some or all of the key real estate and debt finance professionals at KBS Capital Advisors are internalized by any other KBS-sponsored program, KBS Capital Advisors may need to replace such professionals, or we may need to find employees or an advisor to replace the management services KBS Capital Advisors provides to us. In such event our operating performance and the return on your investment could suffer.

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Our ability to implement our investment strategy is dependent, in part, upon the ability of KBS Capital Markets Group, our dealer manager, to successfully conduct this offering, which makes an investment in us more speculative.

We have retained KBS Capital Markets Group, an affiliate of our advisor, to conduct this offering. The success of this offering, and our ability to implement our business strategy, is dependent upon the ability of KBS Capital Markets Group to build and maintain a network of broker-dealers to sell our shares to their clients. If KBS Capital Markets Group is not successful in establishing, operating and managing this network of broker-dealers, our ability to raise proceeds through this offering will be limited and we may not have adequate capital to implement our investment strategy. If we are unsuccessful in implementing our investment strategy, you could lose all or a part of your investment.

The loss of or the inability to retain key real estate and debt finance professionals at our advisor and key employees at our dealer manager could delay or hinder implementation of our investment strategies, which could limit our ability to make distributions and decrease the value of your investment.

Our success depends to a significant degree upon the contributions of Peter M. Bren, Keith D. Hall, Peter McMillan III and Charles J. Schreiber, Jr., each of whom would be difficult to replace. Neither we nor our affiliates have employment agreements with Messrs. Bren, Hall, McMillan or Schreiber. Messrs. Bren, Hall, McMillan and Schreiber may not remain associated with us. If any of these persons were to cease their association with us, our operating results could suffer. We do not intend to maintain key person life insurance on any person. We believe that our future success depends, in large part, upon our advisor’s and its affiliates’ ability to attract and retain highly skilled managerial, operational and marketing professionals. Competition for such professionals is intense, and our advisor and its affiliates may be unsuccessful in attracting and retaining such skilled individuals. If we lose or are unable to obtain the services of highly skilled professionals our ability to implement our investment strategies could be delayed or hindered, and the value of your investment may decline.

We have broad authority to incur debt, and high debt levels could hinder our ability to make distributions and could decrease the value of your investment in shares of our common stock.

Under our charter, we have a limitation on borrowing which precludes us from borrowing in excess of 300% of the value of our net assets, provided that we may exceed this limit if a higher level of borrowing is approved by a majority of our independent directors. High debt levels would cause us to incur higher interest charges, would result in higher debt service payments, could be accompanied by restrictive covenants and would generally make us subject to the risks associated with leverage. These factors could limit the amount of cash we have available to distribute and could result in a decline in our NAV and in the value of your investment in shares of our common stock.

In order to maintain what we deem to be sufficient liquidity for our redemption program it may cause us to keep more of our assets in securities, cash, cash equivalents and other short-term investments than we would otherwise like which would affect returns.

In order to provide liquidity for share redemptions, we intend to, subject to any limitations and requirements relating to our intention to qualify as a REIT, maintain a number of sources of liquidity including (i) cash equivalents (e.g. money market funds), other short-term investments, U.S. government securities, agency securities and liquid real estate-related securities and (ii) one or more borrowing facilities. We may fund redemptions from any available source of funds, including operating cash flows, borrowings, proceeds from this offering and/or sales of our assets. This could adversely affect our results of operations, financial condition, NAV and ability to pay distributions to our stockholders.

We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.

We face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

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A security breach or other significant disruption involving our IT networks and related systems could:

• disrupt the proper functioning of our networks and systems and therefore our operations;

• result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines;

• result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT;

• result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or which could expose us to damage claims by third-parties for disruptive, destructive or otherwise harmful purposes and outcomes;

• require significant management attention and resources to remedy any damages that result;

• subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or

• damage our reputation among our stockholders.

Any or all of the foregoing could have a material adverse effect on our results of operations, financial condition and cash flows.

Risks Related to Conflicts of Interest

Our advisor faces a conflict of interest because the fees it receives for services performed are based on our NAV, the

procedures for which our advisor will assist our board of directors in developing, overseeing, implementing and coordinating.

Our advisor assists our board of directors in developing, overseeing, implementing and coordinating our NAV procedures. Our advisor is responsible for calculating our NAV per share each day. It also assists our Independent Valuation Firm in valuing our real property portfolio on a monthly basis by providing the firm with property-level information, including (i) historical and projected operating revenues and expenses of the property; (ii) lease agreements on the property; and (iii) the revenues and expenses of the property. Our Independent Valuation Firm assumes and relies upon the accuracy and completeness of all such information, does not undertake any duty or responsibility to verify independently any of such information and relies upon us and our advisor to advise if any material information previously provided becomes inaccurate or was required to be updated during the period of its review. In addition, our advisor has some discretion with respect to valuations of other certain assets and liabilities, which could affect our NAV. Because our advisor is paid fees for its services based on our NAV, our advisor could be motivated to influence our NAV and NAV procedures such that they result in an NAV exceeding realizable value, due to the impact of higher valuations on the compensation to be received by our advisor. If our NAV is calculated in a way that is not reflective of our actual NAV, then the purchase price of shares of our common stock on a given date may not accurately reflect the value of our portfolio, and your shares may be worth less than the purchase price. See “Net Asset Valuation Calculation and Valuation Procedures.”

The advisor’s fee may not create proper incentives or may induce the advisor and its affiliates to make certain investments, including speculative investments, that increase the risk of our real estate portfolio.

The advisory fee we pay our advisor is made up of a fixed component and a performance component. We will pay the advisor the fixed component regardless of the performance of our portfolio. The advisor’s entitlement to the fixed component, which is not based upon performance metrics or goals, might reduce its incentive to devote its time and effort to seeking investments that provide attractive risk-adjusted returns for our portfolio. We will be required to pay our advisor the fixed component in a particular period despite experiencing a net loss or a decline in the value of our portfolio during that period. The performance component, which is based on our total distributions plus the change in NAV per share, may create an incentive for our advisor to make riskier or more speculative investments on our behalf than it would otherwise make in the absence of such performance-based compensation. Because the fixed and performance components are based on our NAV, the advisor may be motivated to accelerate acquisitions in order to increase NAV or, similarly, delay or curtail dispositions of assets or share redemptions to maintain a higher NAV, which would, in each case, increase amounts payable to the advisor.

KBS Capital Advisors and its affiliates, including all of our executive officers and some of our directors and other key real estate and debt finance professionals, face conflicts of interest caused by their compensation arrangements with us, which could result in actions that are not in the long-term best interests of our stockholders.

All of our executive officers and our affiliated directors and other key real estate and debt finance professionals are also officers, directors, managers, key professionals and/or holders of a direct or indirect controlling interest in our advisor, our dealer manager and/or other KBS-affiliated entities. KBS Capital Advisors and its affiliates receive substantial fees from us. These fees could influence our advisor’s advice to us as well as the judgment of its affiliates. Among other matters, these

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compensation arrangements could affect their judgment with respect to:

• the continuation, renewal or enforcement of our agreements with KBS Capital Advisors and its affiliates, including the advisory agreement and the dealer manager agreement;

• recommendations to our board of directors with respect to developing, overseeing, implementing and coordinating our NAV procedures, or the decision to adjust the value of certain of our assets or liabilities if our advisor is responsible for valuing them;

• offerings of equity by us, including using our securities to acquire portfolios or other companies, which may entitle KBS Capital Markets Group to dealer-manager fees and will likely entitle KBS Capital Advisors to increased advisory fees;

• whether to engage KBS Management Group, which may receive fees in connection with the management of our properties regardless of the quality of the services provided to us, to manage our properties; and

• whether we pursue a liquidity event such as a listing of our shares of common stock on a national securities exchange, a sale of the company or a liquidation of our assets, which (i) may make it more likely for us to become self-managed or internalize our management, (ii) could positively or negatively affect the sales efforts for other KBS-sponsored programs, depending on the price at which our shares trade or the consideration received by our stockholders, and/or (iii) affect the advisory fees received by our advisor.

KBS Capital Advisors and its affiliates face conflicts of interest relating to the acquisition and origination of assets and leasing of properties due to their relationship with other KBS-sponsored programs and KBS-advised investors, which could result in decisions that are not in our best interest or the best interests of our stockholders.

We rely on key real estate and debt finance professionals at KBS Capital Advisors, including Peter M. Bren, Keith D. Hall, Peter McMillan III and Charles J. Schreiber, Jr., to identify suitable investment opportunities for us. KBS REIT I, KBS REIT II, KBS Legacy Partners Apartment REIT, KBS REIT III, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT are also advised by KBS Capital Advisors and rely on many of the same real estate and debt finance professionals as will future KBS-sponsored programs advised by our advisor. Messrs. Bren, Hall, McMillan and Schreiber and several of the other key real estate professionals at KBS Capital Advisors are also the key real estate professionals at KBS Realty Advisors and its affiliates, the advisors to the private KBS-sponsored programs and the investment advisors to KBS-advised investors. Messrs. Bren, Hall, McMillan and Schreiber, and their teams of real estate and debt finance professionals may also sponsor or advise future programs or accounts in the future. As such, we and the other KBS-sponsored programs that currently have funds available for investment and KBS-advised investors rely on many of the same real estate and debt finance professionals, as will future KBS-sponsored programs and KBS-advised investors. Many investment opportunities that are suitable for us may also be suitable for other KBS-sponsored programs and KBS-advised investors. Currently, KBS REIT III, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT, as well as six private KBS-sponsored programs, are raising and/or investing capital. In particular, KBS Strategic Opportunity REIT II is focused on opportunistic real estate and real estate-related investments that are similar to our targeted investments. While KBS Strategic Opportunity REIT II is concluding its offering and acquisition phase, our advisor does not believe it is likely we will be competing directly with KBS Strategic Opportunity REIT II for investment opportunities because our advisor believes the investment opportunities appropriate for our portfolio will likely be in a price range of $[__] million or more, while KBS Strategic Opportunity REIT II will likely be considering investments at a purchase price less than $[__] million based on its current portfolio composition and available cash for investment. However, even after this time, based upon asset sales and the maturity, prepayment or workout of debt-related investments or market conditions, KBS Strategic Opportunity REIT II may from time to time seek to make additional investments at the same time as us. It shall be the duty of our board of directors, including the independent directors, to ensure that the allocation method is applied fairly to us. See “Conflicts of Interest—Certain Conflict Resolution Measures – Allocation of Investment Opportunities” for information on the allocation method.

When these real estate and debt finance professionals direct an investment opportunity to any KBS-sponsored program or KBS-advised investor they, in their sole discretion, will offer the opportunity to the program or investor for which the investment opportunity is most suitable based on the investment objectives, portfolio and criteria of each program or investor. For so long as we are externally advised, our charter provides that it shall not be a proper purpose of the corporation for us to make any significant investment unless KBS Capital Advisors has recommended the investment to us. Thus, the real estate and debt finance professionals of KBS Capital Advisors could direct attractive investment opportunities to other KBS-sponsored programs or KBS-advised investors. Such events could result in us investing in properties that provide less attractive returns, which would reduce the level of distributions we may be able to pay our stockholders.

We and other KBS-sponsored programs and KBS-advised investors also rely on these real estate professionals to supervise the property management and leasing of properties. If the KBS team of real estate professionals directs creditworthy prospective tenants to properties owned by another KBS-sponsored program or KBS-advised investor when it

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could direct such tenants to our properties, our tenant base may have more inherent risk and our properties’ occupancy may be lower than might otherwise be the case.

Further, existing and future KBS-sponsored programs and KBS-advised investors and Messrs. Bren, Hall, McMillan and Schreiber generally are not and will not be prohibited from engaging, directly or indirectly, in any business or from possessing interests in any other business venture or ventures, including businesses and ventures involved in the acquisition, origination, development, ownership, leasing or sale of real estate-related investments. For a detailed description of the conflicts of interest that our advisor will face, see “Conflicts of Interest.”

KBS Capital Advisors will face conflicts of interest relating to joint ventures that we may form with affiliates of KBS Capital Advisors, which conflicts could result in a disproportionate benefit to the other venture partners at our expense.

If approved by both a majority of our board of directors and a majority of our independent directors, we may enter into joint venture agreements with other KBS-sponsored programs or affiliated entities for the acquisition, development or improvement of properties or other investments. KBS Capital Advisors, our advisor, and KBS Realty Advisors and its affiliates, the advisors to the other KBS-sponsored programs and the investment advisers to institutional investors in real estate and real estate-related assets, have some of the same executive officers, directors and other key real estate and debt finance professionals; and these persons will face conflicts of interest in determining which KBS program or investor should enter into any particular joint venture agreement. These persons may also face a conflict in structuring the terms of the relationship between our interests and the interests of the KBS-affiliated co-venturer and in managing the joint venture. Any joint venture agreement or transaction between us and a KBS-affiliated co-venturer will not have the benefit of arm’s-length negotiation of the type normally conducted between unrelated co-venturers. The KBS-affiliated co-venturer may have economic or business interests or goals that are or may become inconsistent with our business interests or goals. These co-venturers may thus benefit to our and your detriment.

KBS Capital Advisors, the real estate and debt finance professionals assembled by our advisor, their affiliates and our

officers face competing demands on their time and this may cause our operations and your investment to suffer.

We rely on KBS Capital Advisors and the real estate, management, accounting and debt finance professionals our advisor has assembled, for the day-to-day operation of our business. KBS Capital Advisors is also the advisor to other KBS-sponsored programs. In addition, all of our executive officers, some of our directors and other key real estate and debt finance professionals assembled by our advisor are also executive officers, directors, and key real estate and debt finance professionals for other KBS-sponsored programs. Many of these individuals are also executive officers of KBS Realty Advisors and its affiliates, the advisors of the private KBS-sponsored programs and the investment advisors to institutional investors in real estate and real estate-related assets. As a result of their interests in other KBS-sponsored programs, their obligations to other investors and the fact that they engage in and they will continue to engage in other business activities on behalf of themselves and others, all of our executive officers, some of our directors and other key real estate and debt finance professionals assembled by our advisor face conflicts of interest in allocating their time among us, other KBS-sponsored programs as well as other business activities in which they are involved. In addition, KBS Capital Advisors and KBS Realty Advisors and their affiliates share many of the same key real estate and debt finance professionals. Our executive officers and the key real estate, debt finance, management and accounting professionals affiliated with our sponsors who provide services to us are not obligated to devote a fixed amount of their time to us. During times of intense activity in other programs and ventures, these individuals may devote less time and fewer resources to our business than are necessary or appropriate to manage our business. Should our advisor fail to allocate sufficient resources to perform its responsibilities to us for any reason we may be unable to achieve our investment objectives or pay distributions to our stockholders. Furthermore, some or all of these individuals may become employees of another KBS-sponsored program in an internalization transaction or, if we internalize our advisor, may not become our employees as a result of their relationship with other KBS-sponsored programs. If these events occur, the returns on our investments, and the value of our stockholders’ investments, may decline.

All of our executive officers and some of our directors and the key real estate and debt finance professionals assembled by our advisor face conflicts of interest related to their positions and/or interests in KBS Capital Advisors and its affiliates, including our dealer manager, which could hinder our ability to implement our business strategy and to generate returns to you.

All of our executive officers, some of our directors and other key real estate and debt finance professionals assembled by our advisor are also executive officers, directors, managers, key professionals and/or holders of a direct or indirect controlling interest in our advisor, our dealer manager and other affiliated KBS entities. Through KBS-affiliated entities, some of these persons also serve as the investment advisors to institutional investors in real estate and real estate-related assets and through KBS Capital Advisors and its affiliates these persons serve as the advisor to other KBS-sponsored programs. As a result, they owe fiduciary duties to each of these entities, their members and limited partners and these investors, which fiduciary duties may from time to time conflict with the fiduciary duties that they owe to us and our

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stockholders. Their loyalties to these other entities and investors could result in action or inaction that is detrimental to our business, which could harm the implementation of our business strategy and our investment and leasing opportunities. Further, Messrs. Bren, Hall, McMillan and Schreiber and existing and future KBS-sponsored programs and KBS-advised investors generally are not and will not be prohibited from engaging, directly or indirectly, in any business or from possessing interests in any other business venture or ventures, including businesses and ventures involved in the acquisition, development, ownership, leasing or sale of real estate investments. If we do not successfully implement our business strategy, we may be unable to generate the cash needed to make distributions to our stockholders and to maintain or increase the value of our assets.

Because other real estate programs offered through our dealer manager are conducting offerings concurrently with our offering, our dealer manager may face potential conflicts of interest arising from competition among us and these other programs for investors and investment capital, and such conflicts may not be resolved in our favor.

Our dealer manager also acts as the dealer manager for KBS Strategic Opportunity REIT II and KBS Growth & Income REIT. KBS Strategic Opportunity REIT II and KBS Growth & Income REIT are currently raising capital in their public offerings. In addition, from time to time KBS Capital Markets Group serves as the dealer manager for private programs. Future programs may also seek to raise capital through our dealer manager through offerings conducted concurrently with this offering. As a result, our dealer manager may face conflicts of interest arising from potential competition with these other programs for investors and investment capital. Our sponsors generally seek to avoid simultaneous offerings by programs that have a substantially similar mix of investment characteristics, including key investment objectives. Nevertheless, there may be periods during which one or more programs will be raising capital and may compete with us for investment capital. Such conflicts may not be resolved in our favor and our stockholders will not have the opportunity to evaluate the manner in which these conflicts of interest are resolved before or after making an investment in our shares.

Our board of directors’ loyalties to KBS REIT I, KBS REIT II, KBS REIT III, and KBS Strategic Opportunity REIT II and possibly to future KBS-sponsored programs could influence its judgment, resulting in actions that may not be in our stockholders’ best interest or that result in a disproportionate benefit to another KBS-sponsored program at our expense.

Three of our directors, including one of our independent directors, Mr. Yee, are also directors of KBS Strategic Opportunity REIT II. One of our affiliated directors is also a director of KBS REIT I, KBS REIT II, and KBS REIT III. The loyalties of our directors serving on the boards of directors of KBS REIT I, KBS REIT II, KBS REIT III, and KBS Strategic Opportunity REIT II, or possibly on the board of directors of future KBS-sponsored programs, may influence the judgment of our board when considering issues for us that also may affect other KBS-sponsored programs, such as the following:

• The conflicts committee of our board must evaluate the performance of KBS Capital Advisors with respect to whether KBS Capital Advisors is presenting to us our fair share of investment opportunities. If our advisor is not presenting a sufficient number of investment opportunities to us because it is presenting many opportunities to other KBS-sponsored programs or if our advisor is giving preferential treatment to other KBS-sponsored programs in this regard, our conflicts committee may not be well suited to enforce our rights under the terms of the advisory agreement or to seek a new advisor.

• We could enter into transactions with other KBS-sponsored programs, such as property sales, acquisitions or financing arrangements. Such transactions might entitle our advisor or its affiliates to fees and other compensation from both parties to the transaction. Decisions of our board regarding the terms of those transactions may be influenced by our board’s loyalties to such other KBS-sponsored programs.

• A decision of our board regarding the timing of a debt or equity offering could be influenced by concerns that the offering would compete with offerings of other KBS-sponsored programs.

• A decision of our board regarding the timing of property sales could be influenced by concerns that the sales would compete with those of other KBS-sponsored programs.

• A decision of our board regarding whether we pursue a liquidity event such as a listing of our shares of common stock on a national securities exchange, a sale of the company or a liquidation of our assets, which could positively or negatively affect the sales efforts for other KBS-sponsored programs.

Because the dealer manager is one of our affiliates, you do not have the benefit of an independent due diligence review of us, which is customarily performed in underwritten offerings; the absence of an independent due diligence review increases the risks and uncertainty you face as a stockholder.

Our dealer manager, KBS Capital Markets Group, is one of our affiliates. Because KBS Capital Markets Group is an affiliate, its due diligence review and investigation of us and the prospectus cannot be considered to be an independent review. Therefore, you do not have the benefit of an independent review and investigation of this offering of the type normally performed by an unaffiliated, independent underwriter in a public securities offering.

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Risks Related to Our Corporate Structure

Our charter limits the number of shares a person may own, which may discourage a takeover that could otherwise result in a premium price to our stockholders.

Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. To help us comply with the REIT ownership requirements of the Internal Revenue Code, our charter prohibits a person from directly or constructively owning more than 9.8% of our outstanding shares, unless exempted by our board of directors. This restriction may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for holders of our common stock.

Our charter permits our board of directors to issue stock with terms that may subordinate the rights of our common stockholders or discourage a third party from acquiring us in a manner that could result in a premium price to our stockholders.

Our board of directors may classify or reclassify any unissued common stock or preferred stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms or conditions of redemption of any such stock. Thus, our board of directors could authorize the issuance of preferred stock with priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock. Such preferred stock could also have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price to holders of our common stock.

Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act; if we or our subsidiaries become an unregistered investment company, we could not continue our business.

Neither we nor any of our subsidiaries intend to register as investment companies under the Investment Company Act. If we or our subsidiaries were obligated to register as investment companies, we would have to comply with a variety of substantive requirements under the Investment Company Act that impose, among other things:

• limitations on capital structure;

• restrictions on specified investments;

• prohibitions on transactions with affiliates; and

• compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses.

Under the relevant provisions of Section 3(a)(1) of the Investment Company Act, an investment company is any issuer that:

• pursuant to section 3(a)(1)(A) is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities (the “primarily engaged test”); or

• pursuant to section 3(a)(1)(C) is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of such issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis (the “40% test”). “Investment securities” excludes U.S. government securities and securities of majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) (relating to private investment companies).

We believe that neither we nor our Operating Partnership are required to register as an investment company based on the following analyses. With respect to the 40% test, most of the entities through which we and our Operating Partnership own our assets are majority-owned subsidiaries that will not themselves be investment companies and will not be relying on the exceptions from the definition of investment company under Section 3(c)(1) or Section 3(c)(7).

With respect to the primarily engaged test, we and our Operating Partnership are holding companies and do not intend to invest or trade in securities ourselves. Rather, through the majority-owned subsidiaries of our Operating Partnership, we and our Operating Partnership are primarily engaged in the non-investment company businesses of these subsidiaries, namely the business of purchasing or otherwise acquiring real estate and real estate-related assets.

If any of the subsidiaries of our Operating Partnership fail to meet the 40% test, we believe they will usually, if not always, be able to rely on Section 3(c)(5)(C) of the Investment Company Act for an exception from the definition of an investment company. (Otherwise, they should be able to rely on the exceptions for private investment companies pursuant to

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Section 3(c)(1) and Section 3(c)(7) of the Investment Company Act.) As reflected in no-action letters, the SEC staff’s position on Section 3(c)(5)(C) generally requires that an issuer maintain at least 55% of its assets in “mortgages and other liens on and interests in real estate,” or qualifying assets; at least 80% of its assets in qualifying assets plus real estate-related assets; and no more than 20% of the value of its assets in other than qualifying assets and real estate-related assets, which we refer to as miscellaneous assets. To constitute a qualifying asset under this 55% requirement, a real estate interest must meet various criteria based on no-action letters. We expect that any of the subsidiaries of our Operating Partnership relying on Section 3(c)(5)(C) will invest at least 55% of its assets in qualifying assets, and approximately an additional 25% of its assets in other types of real estate-related assets. If any subsidiary relies on Section 3(c)(5)(C), we expect to rely on guidance published by the SEC staff or on our analyses of guidance published with respect to types of assets to determine which assets are qualifying real estate assets and real estate-related assets.

To maintain compliance with the Investment Company Act, our subsidiaries may be unable to sell assets we would otherwise want them to sell and may need to sell assets we would otherwise wish them to retain. In addition, our subsidiaries may have to acquire additional assets that they might not otherwise have acquired or may have to forego opportunities to make investments that we would otherwise want them to make and would be important to our investment strategy. Moreover, the SEC or its staff may issue interpretations with respect to various types of assets that are contrary to our views and current SEC staff interpretations are subject to change, which increases the risk of non-compliance and the risk that we may be forced to make adverse changes to our portfolio. In this regard, we note that in 2011 the SEC issued a concept release indicating that the SEC and its staff were reviewing interpretive issues relating to Section 3(c)(5)(C) and soliciting views on the application of Section 3(c)(5)(C) to companies engaged in the business of acquiring mortgages and mortgage related instruments. If we were required to register as an investment company but failed to do so, we would be prohibited from engaging in our business and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable unless a court required enforcement and a court could appoint a receiver to take control of us and liquidate our business. For more information related to compliance with the Investment Company Act, see “Investment Objectives and Criteria — Investment Limitations to Avoid Registration as an Investment Company.”

Rapid changes in the values of our assets may make it more difficult for us to maintain our qualification as a REIT or our exception from the definition of an investment company under the Investment Company Act.

If the market value or income potential of our qualifying real estate assets changes as compared to the market value or income potential of our non-qualifying assets, or if the market value or income potential of our assets that are considered “real estate-related assets” under the Investment Company Act or REIT qualification tests changes as compared to the market value or income potential of our assets that are not considered “real estate-related assets” under the Investment Company Act or REIT qualification tests, whether as a result of increased interest rates, prepayment rates or other factors, we may need to modify our investment portfolio in order to maintain our REIT qualification or exception from the definition of an investment company. If the decline in asset values or income occurs quickly, this may be especially difficult, if not impossible, to accomplish. This difficulty may be exacerbated by the illiquid nature of many of the assets that we may own. We may have to make investment decisions that we otherwise would not make absent REIT and Investment Company Act considerations.

You will have limited control over changes in our policies and operations, which increases the uncertainty and risks you face as a stockholder.

Our board of directors determines our major policies, including our policies regarding financing, growth, debt capitalization, REIT qualification and distributions. Our board of directors may amend or revise these and other policies without a vote of the stockholders. Under Maryland General Corporation Law and our charter, our stockholders have a right to vote only on limited matters. Our board’s broad discretion in setting policies and our stockholders’ inability to exert control over those policies increases the uncertainty and risks you face as a stockholder.

Your interest in us will be diluted if we issue additional shares, which could reduce the overall value of your investment.

Potential investors in this offering do not have preemptive rights to any shares we issue in the future. Our charter authorizes us to issue 2,010,000,000 shares of capital stock, of which 2,000,000,000 shares are designated as common stock and 10,000,000 shares are designated as preferred stock. Prior to the commencement of this offering, we will classify 500,000,000 unissued shares each of Class T, S and D shares of common stock and designate the remaining 500,000,000 unclassified shares (including our then-outstanding shares) of common stock as Class I shares. Our board of directors may increase the number of authorized shares of capital stock without stockholder approval. After your purchase in this offering, our board may elect to (i) sell additional shares in this or future public offerings, including through the dividend reinvestment plan, (ii) issue equity interests in private offerings, (iii) issue shares to our advisor, or its successors or assigns, in payment of an outstanding fee obligation or (iv) issue shares of our common stock to sellers of assets we acquire in connection with an exchange of limited partnership interests of the Operating Partnership. To the extent we issue additional equity interests after your purchase in this offering, whether in a primary offering, the dividend reinvestment plan or otherwise, your percentage ownership interest in us will be diluted. In addition, depending upon the terms and pricing of any additional offerings, the

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use of the proceeds and the value of our investments, you may also experience dilution in the book value and fair value of your shares and in the earnings and distributions per share.

Failure to procure adequate capital and funding would negatively impact our results and may, in turn, negatively affect our ability to make distributions to our stockholders.

We will depend upon the availability of adequate funding and capital for our operations. The failure to secure acceptable financing could reduce our taxable income, as our investments would no longer generate the same level of net interest income due to the lack of funding or increase in funding costs. A reduction in our net income could reduce our liquidity and our ability to make distributions to our stockholders. We cannot assure our stockholders that any, or sufficient, funding or capital will be available to us in the future on terms that are acceptable to us. Therefore, in the event that we cannot obtain sufficient funding on acceptable terms, there may be a negative impact on our ability to make distributions.

Although we are not currently afforded the protection of the Maryland General Corporation Law relating to deterring or defending hostile takeovers, our board of directors could opt into these provisions of Maryland law in the future, which may discourage others from trying to acquire control of us and may prevent our stockholders from receiving a premium price for their stock in connection with a business combination.

Under Maryland law, “business combinations” between a Maryland corporation and certain interested stockholders or affiliates of interested stockholders are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. Also under Maryland law, control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquirer, an officer of the corporation or an employee of the corporation who is also a director of the corporation are excluded from the vote on whether to accord voting rights to the control shares. Should our board of directors opt into these provisions of Maryland law, it may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer. Similarly, provisions of Title 3, Subtitle 8 of the Maryland General Corporation Law could provide similar anti-takeover protection. For more information about the business combination, control share acquisition and Subtitle 8 provisions of Maryland law, see “Description of Shares – Business Combinations,” “Description of Shares – Control Share Acquisitions” and “Description of Shares – Subtitle 8.”

Our charter includes an anti-takeover provision that may discourage a stockholder from launching a tender offer for our shares.

Our charter provides that any tender offer made by a stockholder, including any “mini-tender” offer, must comply with most provisions of Regulation 14D of the Securities Exchange Act of 1934, as amended. The offering stockholder must provide our company notice of such tender offer at least 10 business days before initiating the tender offer. If the offering stockholder does not comply with these requirements, our company will have the right to redeem that stockholder’s shares and any shares acquired in such tender offer. In addition, the noncomplying stockholder shall be responsible for all of our company’s expenses in connection with that stockholder’s noncompliance. This provision of our charter may discourage a stockholder from initiating a tender offer for our shares and prevent you from receiving a premium price for your shares in such a transaction.

Our rights and the rights of our stockholders to recover claims against our independent directors are limited, which could reduce your and our recovery against our independent directors if they negligently cause us to incur losses.

Maryland law provides that a director has no liability in that capacity if he performs his duties in good faith, in a manner he reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Our charter provides that no independent director shall be liable to us or our stockholders for monetary damages and that we will generally indemnify them for losses unless they are grossly negligent or engage in willful misconduct. As a result, you and we may have more limited rights against our independent directors than might otherwise exist under common law, which could reduce your and our recovery from these persons if they act in a negligent manner. In addition, we may be obligated to fund the defense costs incurred by our independent directors (as well as by our other directors, officers, employees (if we ever have employees) and agents) in some cases, which would decrease the cash otherwise available for distribution to you.

The termination or replacement of the advisor could trigger a repayment event under our mortgage loans for some of our properties and the credit agreement governing any line of credit we obtain.

Lenders for certain of our properties may request provisions in the mortgage loan documentation that would make the termination or replacement of the advisor an event requiring the immediate repayment of the full outstanding balance of the loan. Similarly, under any line of credit we obtain, the termination or replacement of the advisor could trigger repayment of outstanding amounts under the credit agreement governing our line of credit. If a repayment event occurs with respect to

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any of our properties, our results of operations and financial condition may be adversely affected.

General Risks Related to Investments in Real Estate

Economic, market and regulatory changes that impact the real estate market generally may decrease the value of our real estate properties and weaken our operating results.

The performance of the real estate properties we acquire will be subject to the risks typically associated with real estate, any of which could decrease the value of our real estate properties and could weaken our operating results, including:

• downturns in national, regional and local economic conditions;

• competition from other office and industrial buildings;

• adverse local conditions, such as oversupply or reduction in demand for office and industrial buildings and changes in real estate zoning laws that may reduce the desirability of real estate in an area;

• vacancies, changes in market rental rates and the need to periodically repair, renovate and re-let space;

• changes in interest rates and the availability of permanent mortgage financing, which may render the sale of a property or loan difficult or unattractive;

• changes in tax (including real and personal property tax), real estate, environmental and zoning laws;

• natural disasters such as hurricanes, earthquakes and floods;

• acts of war or terrorism, including the consequences of terrorist attacks, such as those that occurred on September 11, 2001;

• the potential for uninsured or underinsured property losses; and

• periods of high interest rates and tight money supply.

A concentration of our real estate investments in any one property class may leave our profitability vulnerable to a downturn in such sector.

At any one time, a significant portion of our investments could be in one property class. As a result, we will be subject to risks inherent in investments in a single type of property. If our investments are substantially in one property class, then the potential effects on our revenues, and as a result, on cash available for distribution to our stockholders, resulting from a downturn in the businesses conducted in those types of properties could be more pronounced than if we had more fully diversified our investments. As of September 30, 2017, our investments in office properties, including our office unconsolidated joint ventures, represented 70.4% of our total assets.

If the properties related to our investments are concentrated by type or geographic area, then we will be exposed to increased risk with respect to those property types or that geographic area.

Our investments may at times be concentrated in certain property types that are subject to a higher risk of foreclosure. In addition, our investments may be secured by properties concentrated in a limited number of geographic locations. Adverse conditions in the areas where the properties securing or otherwise underlying our investments are located (including business layoffs or downsizing, industry slowdowns, changing demographics and other factors) and local real estate conditions (such as oversupply or reduced demand) may have an adverse effect on the value of the properties underlying our investments. A material decline in demand or the ability of tenants to pay rent or of a buyer to consummate a purchase in these geographic areas may result in a material decline in our cash available for distribution.

As of September 30, 2017, our real estate investments in Washington and Texas represented 30.0% and 21.0%, respectively, of our total assets. As a result, the geographic concentration of our portfolio makes it particularly susceptible to adverse economic developments in the Washington and Texas real estate markets.

Our opportunistic property-acquisition strategy involves a higher risk of loss than would a strategy of investing in other properties.

We are currently focused on acquiring properties with significant possibilities for short-term capital appreciation, such as those requiring development, redevelopment or repositioning or those located in markets with higher volatility, lower barriers to entry and high growth potential. We may acquire office, industrial, retail, hospitality, multi-family and other real properties, including existing or newly constructed properties or properties under development or construction.

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Traditional performance metrics of real estate assets may not be meaningful for opportunistic real estate. Non-stabilized properties, for example, do not have stabilized occupancy rates to provide a useful measure of revenue. Appraisals may provide a sense of the value of the investment, but any appraisal of the property will be based on numerous estimates, judgments and assumptions that significantly affect the appraised value of the underlying property. Further, an appraisal of a non-stabilized property, in particular, involves a high degree of subjectivity due to high vacancy levels and uncertainties with respect to future market rental rates and timing of lease-up and stabilization. Accordingly, different assumptions may materially change the appraised value of the property. In addition, the value of the property will change over time.

In addition, we may pursue more than one strategy to create value in an opportunistic real estate investment. These strategies may include development, redevelopment, or lease-up of such property. Our ability to generate a return on these investments will depend on numerous factors, some or all of which may be out of our control, such as (i) our ability to correctly price an asset that is not generating an optimal level of revenue or otherwise performing under its potential, (ii) our ability to choose and execute on a successful value-creating strategy, (iii) our ability to avoid delays, regulatory hurdles, and other potential impediments, (iv) local market conditions, and (v) competition for similar properties in the same market. The factors described above make it challenging to evaluate opportunistic real estate investments and make investments in such properties riskier than investments in other properties.

Properties that have significant vacancies could be difficult to sell, which could diminish the return on these properties and adversely affect our ability to pay distributions to our stockholders.

A property may incur vacancies either by the expiration and non-renewal of tenant leases or the continued default of tenants under their leases. If vacancies continue for a long period of time, we may suffer reduced revenues resulting in less cash available for distribution to our stockholders. In addition, the resale value of the property could be diminished because the market value of the core real estate properties, which we intend to target depends principally upon the value of the cash flow generated by the leases associated with that property. Such a reduction in the resale value of a property could also reduce the value of our stockholders’ investment.

Potential development and construction delays and resultant increased costs and risks may hinder our operating results and decrease our net income.

From time to time we may acquire unimproved real property or properties that are under development or construction. Investments in such properties will be subject to the uncertainties associated with the development and construction of real property, including those related to re-zoning land for development, environmental concerns of governmental entities and/or community groups and our builders’ ability to build in conformity with plans, specifications, budgeted costs and timetables. If a builder fails to perform, we may resort to legal action to rescind the purchase or the construction contract or to compel performance. A builder’s performance may also be affected or delayed by conditions beyond the builder’s control. Delays in completing construction could also give tenants the right to terminate preconstruction leases. We may incur additional risks when we make periodic progress payments or other advances to builders before they complete construction. These and other factors can result in increased costs of a project or loss of our investment. In addition, we will be subject to normal lease-up risks relating to newly constructed projects. We also must rely on rental income and expense projections and estimates of the fair market value of property upon completion of construction when agreeing upon a purchase price at the time we acquire the property. If our projections are inaccurate, we may pay too much for a property, and the return on our investment could suffer.

We may enter into long-term leases with tenants in certain properties, which may not result in fair market rental rates over time.

We may enter into long-term leases with tenants of certain of our properties, or include renewal options that specify a maximum rate increase. These leases would provide for rent to increase over time; however, if we do not accurately judge the potential for increases in market rental rates, we may set the terms of these long-term leases at levels such that, even after contractual rent increases, the rent under our long-term leases is less than then-current market rates. Further, we may have no ability to terminate those leases or to adjust the rent to then-prevailing market rates. As a result, our cash available for distribution could be lower than if we did not enter into long-term leases.

Certain property types that we may acquire, such as industrial properties, may not have efficient alternative uses and we may have difficulty leasing them to new tenants and/or have to make significant capital expenditures to them to do so.

Certain property types, particularly industrial properties, can be difficult to lease to new tenants, should the current tenant terminate or choose not to renew its lease. These properties generally have received significant tenant-specific improvements and only very specific tenants may be able to use such improvements, making the properties very difficult to re-lease in their current condition. Additionally, an interested tenant may demand that, as a condition of executing a lease for the property, we finance and construct significant improvements so that the tenant could use the property. This expense may

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decrease cash available for distribution, as we likely would have to (i) pay for the improvements up-front or (ii) finance the improvements at potentially unattractive terms.

Any retail tenants we may have will face competition from numerous retail channels, and retail tenants may be disproportionately affected by current economic conditions. These events could reduce our profitability at any retail properties we acquire and affect our ability to pay distributions.

Retailers will face continued competition from discount or value retailers, factory outlet centers, wholesale clubs, mail order catalogues and operators, television shopping networks and shopping via the Internet. The retail industry is facing reductions in sales revenues and increased bankruptcies throughout the United States. Such conditions could adversely affect any retail tenants we may have and, consequently, our funds available for distribution.

To the extent we acquire retail properties, our revenue will be significantly impacted by the success and economic viability of our retail anchor tenants. Our reliance on a single tenant or significant tenants in certain buildings may decrease our ability to lease vacated space and adversely affect the returns on our stockholders’ investment.

In the retail sector, a tenant occupying all or a large portion of the gross leasable area of a retail center, commonly referred to as an anchor tenant, may become insolvent, may suffer a downturn in business and default on or terminate its lease, or may decide not to renew its lease. Any of these events would result in a reduction or cessation in rental payments to us from that tenant and would adversely affect our financial condition. A lease termination by an anchor tenant could result in lease terminations or reductions in rent by other tenants whose leases may permit cancellation or rent reduction if an anchor tenant’s lease is terminated. In such event, we may be unable to re-lease the vacated space. Similarly, the leases of some anchor tenants may permit those anchor tenants to transfer their leases to other retailers. The transfer to a new anchor tenant could cause customer traffic in the retail center to decrease and thereby reduce the income generated by that retail center. A lease transfer to a new anchor tenant could also allow other tenants, under the terms of their respective leases, to make reduced rental payments or to terminate their leases. In the event that we are unable to re-lease the vacated space to a new anchor tenant, we may incur additional expenses in order to renovate and subdivide the space to be able to re-lease the space to more than one tenant.

We depend on tenants for our revenue generated by our real estate properties and, accordingly, our revenue generated by our real estate properties and our ability to make distributions to our stockholders are partially dependent upon the success and economic viability of our tenants and our ability to retain and attract tenants. Non-renewals, terminations or lease defaults could reduce our net income and limit our ability to make distributions to our stockholders.

The success of our real estate properties materially depends upon the financial stability of the tenants leasing the properties we own. The inability of a single major tenant or a significant number of smaller tenants to meet their rental obligations would significantly lower our net income. A non-renewal after the expiration of a lease term, termination or default by a tenant on its lease payments to us would cause us to lose the revenue associated with such lease and require us to find an alternative source of revenue to meet mortgage payments and prevent a foreclosure if the property is subject to a mortgage. In the event of a tenant default or bankruptcy, we may experience delays in enforcing our rights as landlord of a property and may incur substantial costs in protecting our investment and re-leasing the property. Tenants may have the right to terminate their leases upon the occurrence of certain customary events of default and, in other circumstances, may not renew their leases or, because of market conditions, may only be able to renew their leases on terms that are less favorable to us than the terms of their initial leases. Further, some of our properties may be outfitted to suit the particular needs of the tenants. We may have difficulty replacing the tenants of these properties if the outfitted space limits the types of businesses that could lease that space without major renovation. If a tenant does not renew, terminates or defaults on a lease, we may be unable to lease the property for the rent previously received or sell the property without incurring a loss. Because the market value of a particular property generally depends upon the value of the cash flow generated by the leases associated with such property, we may incur a loss upon the sale of a property with significant vacant space. These events could cause us to reduce distributions to stockholders.

The bankruptcy or insolvency of our tenants or delays by our tenants in making rental payments could seriously harm our operating results and financial condition.

Any bankruptcy filings by or relating to any of our tenants could bar us from collecting pre-bankruptcy debts from that tenant, unless we receive an order permitting us to do so from the bankruptcy court. A tenant bankruptcy could delay our efforts to collect past due balances under the relevant leases, and could ultimately preclude full collection of these sums. If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages. Any unsecured claim we hold against a bankrupt entity may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. We may recover substantially less than the full value of any unsecured claims, which would harm our financial condition.

Our inability to sell a property at the time and on the terms we want could limit our ability to pay distributions to our

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stockholders.

Many factors that are beyond our control affect the real estate market and could affect our ability to sell properties for the price, on the terms or within the time frame that we desire. These factors include general economic conditions, the availability of financing, interest rates and other factors, including supply and demand. Because real estate investments are relatively illiquid, we have a limited ability to vary our portfolio in response to changes in economic or other conditions. Further, before we can sell a property on the terms we want, it may be necessary to expend funds to correct defects or to make improvements. However, we can give no assurance that we will have the funds available to correct such defects or to make such improvements. We may be unable to sell our properties at a profit. Our inability to sell properties at the time and on the terms we want could reduce our cash flow, limit our ability to make distributions to our stockholders and reduce the value of our stockholders’ investment.

We may incur higher costs for capital expenditures and tenant improvement costs to lease up properties, which increases the risk of loss associated with these properties compared to other properties.

Because of our opportunistic investment strategy, we may make investments in properties that have a low occupancies, high near term lease rollover, or other characteristics that could provide an opportunity for us to achieve appreciation by increasing occupancy, negotiating new leases with higher rental rates and/or executing enhancement projects. We likely will need to fund reserves or maintain capacity under credit facilities to fund capital expenditures, tenant improvements and other improvements in order to attract new tenants to these properties. To the extent we do not maintain adequate reserves to fund these costs, we may use our cash flow from operations, which will reduce the amount of cash flow available for distribution to our stockholders. If we are unable to execute our business plan for these investments, the overall return on these investments will decrease.

If we sell a property by providing financing to the purchaser, we will bear the risk of default by the purchaser, which could delay or reduce cash available for distribution to our stockholders.

If we decide to sell any of our properties, we intend to use our best efforts to sell them for cash; however, in some instances, we may sell our properties by providing financing to purchasers. When we provide financing to a purchaser, we will bear the risk that the purchaser may default, which could reduce our cash distributions to our stockholders. Even in the absence of a purchaser default, the distribution of the proceeds of the sale to our stockholders, or the reinvestment of the proceeds in other assets, will be delayed until the promissory note or other property we may accept upon a sale is actually paid, sold, refinanced or otherwise disposed.

Actions of our potential future joint venture partners could reduce the returns on joint venture investments and decrease our stockholders’ overall return.

We may enter into joint ventures with third parties or affiliates to acquire assets. We may also purchase and develop properties in joint ventures or in partnerships, co-tenancies or other co-ownership arrangements. Such investments may involve risks not otherwise present with other methods of investment, including, for example, the following risks:

• that our co-venturer, co-tenant or partner in an investment could become insolvent or bankrupt;

• that such co-venturer, co-tenant or partner may at any time have economic or business interests or goals that are or that become inconsistent with our business interests or goals;

• that such co-venturer, co-tenant or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives; or

• that disputes between us and our co-venturer, co-tenant or partner may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our operations.

Any of the above might subject a property to liabilities in excess of those contemplated and thus reduce our returns on that investment and the value of our stockholders’ investment in us. In addition, see the risks discussed under the heading “KBS Capital Advisors will face conflicts of interest relating to joint ventures that we may form with affiliates of KBS Capital Advisors, which conflicts could result in a disproportionate benefit to other venture partners at our expense” with respect to joint ventures with affiliates.

Costs imposed pursuant to laws and governmental regulations may reduce our net income and our cash available for distribution to our stockholders.

Real property and the operations conducted on real property are subject to federal, state and local laws and regulations relating to protection of the environment and human health. We could be subject to liability in the form of fines, penalties or damages for noncompliance with these laws and regulations. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use,

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storage, treatment, transportation and disposal of solid and hazardous materials, the remediation of contamination associated with the release or disposal of solid and hazardous materials, the presence of toxic building materials and other health and safety-related concerns.

Some of these laws and regulations may impose joint and several liability on the tenants, owners or operators of real property for the costs to investigate or remediate contaminated properties, regardless of fault, whether the contamination occurred prior to purchase, or whether the acts causing the contamination were legal. Activities of our tenants, the condition of properties at the time we buy them, operations in the vicinity of our properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect our properties.

The presence of hazardous substances, or the failure to properly manage or remediate these substances, may hinder our ability to sell, rent or pledge such property as collateral for future borrowings. Any material expenditures, fines, penalties or damages we must pay will reduce our ability to pay distributions to our stockholders and may reduce the value of our stockholders’ investment.

The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property or of paying personal injury or other damage claims could reduce our cash available for distribution to our stockholders.

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous real property owner or operator may be liable for the cost of removing or remediating hazardous or toxic substances on, under or in such property. These costs could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose liens on property or restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us from entering into leases with prospective tenants that may be impacted by such laws. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for the release of and exposure to hazardous substances, including asbestos-containing materials and lead-based paint. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances and governments may seek recovery for natural resource damage. The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury, property damage or natural resource damage claims could reduce our cash available for distribution to our stockholders.

All of our real estate acquisitions will be subject to Phase I environmental assessments prior to the time they are acquired; however, such assessments may not provide complete environmental histories due, for example, to limited available information about prior operations at the properties or other gaps in information at the time we acquire the property. A Phase I environmental assessment is an initial environmental investigation to identify potential environmental liabilities associated with the current and past uses of a given property. If any of our properties were found to contain hazardous or toxic substances after our acquisition, the value of our investment could decrease below the amount paid for such investment. In addition, real estate-related investments in which we invest may be secured by properties with recognized environmental conditions. Where we are secured creditors, we will attempt to acquire contractual agreements, including environmental indemnities, that protect us from losses arising out of environmental problems in the event the property is transferred by foreclosure or bankruptcy; however, no assurances can be given that such indemnities would fully protect us from responsibility for costs associated with addressing any environmental problems related to such properties.

Costs associated with complying with the Americans with Disabilities Act and the Fair Housing Amendment Act may decrease our cash available for distribution.

Our properties may be subject to the Americans with Disabilities Act of 1990, as amended, or the Disabilities Act and the Fair Housing Amendment Act, as amended, or the Fair Housing Act. Under the Disabilities Act, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The Disabilities Act has separate compliance requirements for “public accommodations” and “commercial facilities” that generally require that buildings and services be made accessible and available to people with disabilities. The Disabilities Act’s requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages. The Fair Housing Act requires multi-family dwellings first occurred after March 13, 1991 to comply with design and construction requirements related to access and use by disabled persons. Any funds used to comply with the Disabilities Act and Fair Housing Act will reduce our net income and the amount of cash available for distribution to our stockholders.

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Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce our cash flow from operations and the return on our stockholders’ investment.

There are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters, that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Insurance risks associated with potential acts of terrorism could sharply increase the premiums we pay for coverage against property and casualty claims. Additionally, mortgage lenders in some cases may insist that commercial property owners purchase coverage against terrorism as a condition to providing mortgage loans. Such insurance policies may not be available at reasonable costs, if at all, which could inhibit our ability to finance or refinance our properties. In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. We may not have adequate coverage for such losses. If any of our properties incurs a casualty loss that is not fully insured, the value of our assets will be reduced by any such uninsured loss, which will reduce the value of our stockholders’ investment. In addition, other than any working capital reserve or other reserves we may establish, we have no source of funding to repair or reconstruct any uninsured property. Also, to the extent we must pay unexpectedly large amounts for insurance, we could suffer reduced earnings that would result in lower distributions to our stockholders.

Terrorist attacks and other acts of violence or war may affect the markets in which we plan to operate, which could delay or hinder our ability to meet our investment objectives and reduce our stockholders’ overall return.

Terrorist attacks or armed conflicts may directly impact the value of our properties through damage, destruction, loss or increased security costs. We may not be able to obtain insurance against the risk of terrorism because it may not be available or may not be available on terms that are economically feasible. The terrorism insurance that we obtain may not be sufficient to cover loss for damages to our properties as a result of terrorist attacks. The inability to obtain sufficient terrorism insurance or any terrorism insurance at all could limit our investment options as some mortgage lenders have begun to insist that specific coverage against terrorism be purchased by commercial owners as a condition to providing loans.

A change in U.S. accounting standards regarding operating leases may make the leasing of our properties less attractive to our potential tenants, which could reduce overall demand for our leasing services.

Under current authoritative accounting guidance for leases, a lease is classified by a customer as a capital lease if the significant risks and rewards of ownership are considered to reside with the customer. Under capital lease accounting, both the leased asset and liability are reflected on the customer’s balance sheet. If the terms of the lease do not meet the criteria for a capital lease, the lease is considered an operating lease and no leased asset or contractual lease obligation is recorded on the customer’s balance sheet. Under the current accounting standards for leases, the entry into an operating lease with respect to real property can appear to enhance a customer’s reported financial condition or results of operations in comparison to the customer’s direct ownership of the property.

In order to address concerns raised by the SEC regarding the transparency of contractual lease obligations under the existing accounting standards for operating leases, the FASB issued ASU 2016-02 on February 25, 2016, which substantially changes the current lease accounting standards, primarily by eliminating the concept of operating lease accounting. As a result, a lease asset and obligation will be recorded on the customer’s balance sheet for all lease arrangements with terms greater than twelve months. In addition, ASU 2016-02 will impact the method in which contractual lease payments will be recorded. In order to mitigate the effect of the new lease accounting standards, customers may seek to negotiate certain terms within new lease arrangements or modify terms in existing lease arrangements, such as shorter lease terms, which would generally have less impact on their balance sheets. Also, customers may reassess their lease-versus-buy strategies. This could result in a greater renewal risk, a delay in investing our offering proceeds, or shorter lease terms, all of which may negatively impact our operations and our ability to pay distributions to our stockholders. The new leasing standard is effective for public companies on January 1, 2019, with early adoption permitted.

Acquiring or attempting to acquire multiple properties in a single transaction may adversely affect our operations.

From time to time, we may acquire multiple properties in a single transaction. Portfolio acquisitions typically are more complex and expensive than single-property acquisitions, and the risk that a multiple-property acquisition does not close may be greater than in a single-property acquisition. Portfolio acquisitions may also result in us owning investments in geographically dispersed markets, placing additional demands on the advisor in managing the properties in the portfolio. In addition, a seller may require that a group of properties be purchased as a package even though we may not want to purchase one or more properties in the portfolio. In these situations, if we are unable to identify another person or entity to acquire the unwanted properties, we may be required to operate or attempt to dispose of these properties. We also may be required to accumulate a large amount of cash to fund such acquisitions. We would expect the returns that we earn on such cash to be less than the returns on investments in real property. Therefore, acquiring multiple properties in a single transaction may reduce the overall yield on our portfolio.

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In the event we obtain options to acquire properties, we may lose the amount paid for such options whether or not the underlying property is purchased.

We may obtain options to acquire certain properties. The amount paid for an option, if any, is normally surrendered if the property is not purchased and may or may not be credited against the purchase price if the property is purchased. Any unreturned option payments will reduce the amount of cash available for further investments or distributions to our stockholders.

We will rely on property managers to operate our properties and leasing agents to lease vacancies in our properties.

The advisor intends to hire property managers to manage our properties and leasing agents to lease vacancies in our properties. The property managers will have significant decision-making authority with respect to the management of our properties. Our ability to direct and control how our properties are managed on a day-to-day basis may be limited because we will engage other parties to perform this function. Thus, the success of our business may depend in large part on the ability of our property managers to manage the day-to-day operations and the ability of our leasing agents to lease vacancies in our properties. Any adversity experienced by, or problems in our relationship with, our property managers or leasing agents could adversely impact the operation and profitability of our properties.

Risks Related to Real Estate-Related Investments

Our real estate-related investments will be subject to the risks typically associated with real estate.

Any real estate-related investments we make generally will be directly or indirectly secured by a lien on real property (or the equity interests in an entity that owns real property) that, upon the occurrence of a default on the loan, could result in our taking ownership of the property. The values of these properties may change after the dates of acquisition or origination of the loans. If the values of the underlying properties drop, our risk will increase because of the lower value of the security associated with such loans. In this manner, real estate values could impact the values of our loan investments. Any investments we make in residential and commercial mortgage-backed securities and other real estate-related investments may be similarly affected by real estate property values. Therefore, our real estate-related investments will be subject to the risks typically associated with real estate, which are described above under the heading “—General Risks Related to Investments in Real Estate.”

Any real estate-related investments we make will be subject to interest rate fluctuations that will affect our returns as compared to market interest rates; accordingly, the value of our stockholders’ investment in us would be subject to fluctuations in interest rates.

With respect to any fixed rate, long-term loans receivable we acquire or originate, if interest rates rise, the loans could yield a return that is lower than then-current market rates. If interest rates decrease, we will be adversely affected to the extent that loans are prepaid because we may not be able to reinvest the proceeds at as high of an interest rate. If we invest in variable-rate loans receivable and interest rates decrease, our revenues will also decrease. For these reasons, any real estate-related loans we acquire or originate and the value of our stockholders’ investment in us will be subject to fluctuations in interest rates.

Any mortgage loans we acquire or originate and the mortgage loans underlying any mortgage securities we may

invest in are subject to delinquency, foreclosure and loss, which could result in losses to us.

Commercial real estate loans generally are secured by commercial real estate properties and are subject to risks of delinquency and foreclosure. The ability of a borrower to repay a loan secured by an income-producing property typically is dependent primarily upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. Net operating income of an income-producing property can be affected by, among other things: tenant mix, success of tenant businesses, occupancy rates, property management decisions, property location and condition, competition from comparable types of properties, changes in laws that increase operating expenses or limit rents that may be charged, any need to address environmental contamination at the property, the occurrence of any uninsured casualty at the property, changes in national, regional or local economic conditions and/or specific industry segments, declines in regional or local real estate values, declines in regional or local rental or occupancy rates, increases in interest rates, real estate tax rates and other operating expenses, changes in governmental rules, fiscal policies and regulations (including environmental legislation), natural disasters, terrorism, social unrest and civil disturbances. We intend to invest in commercial mortgage loans directly and through commercial mortgage-backed securities (“CMBS”).

Residential mortgage loans are secured by single-family residential property and are subject to risks of delinquency, foreclosure and loss. The ability of a borrower to repay a loan secured by a residential property is dependent upon the income or assets of the borrower. A number of factors, including a general economic downturn, natural disasters, terrorism, social unrest and civil disturbances, may impair borrowers’ abilities to repay their loans. Though we do not intend to invest

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directly in residential mortgage loans, we may invest in pools of residential mortgage loans or residential mortgage-backed securities (“RMBS”).

In the event of any default under any mortgage loan held by us, we will bear a risk of loss of principal and accrued interest to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan, which could have a material adverse effect on our cash flow from operations. Foreclosure on a property securing a mortgage loan can be an expensive and lengthy process that could have a substantial negative effect on our anticipated return on the foreclosed investment. In the event of the bankruptcy of a mortgage loan borrower, the mortgage loan to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law.

CMBS evidence interests in or are secured by a single commercial mortgage loan or a pool of commercial real estate loans and RMBS evidence interests in or are secured by pools of residential mortgage loans. Accordingly, the residential and commercial mortgage-backed securities we invest in are subject to all of the risks of the underlying mortgage loans.

The residential and commercial mortgage-backed securities in which we may invest are subject to the risks of the mortgage securities market as a whole and risks of the securitization process.

The value of residential and commercial mortgage-backed securities may change due to shifts in the market’s perception of issuers and regulatory or tax changes adversely affecting the mortgage securities market as a whole. Residential and commercial mortgage-backed securities are also subject to several risks created through the securitization process. Subordinate residential and commercial mortgage-backed securities are paid interest only to the extent that there are funds available to make payments. To the extent the collateral pool includes delinquent loans, there is a risk that the interest payment on subordinate residential and commercial mortgage-backed securities will not be fully paid. Subordinate residential and commercial mortgage-backed securities are also subject to greater credit risk than those residential and commercial mortgage-backed securities that are more highly rated.

We will not have the right to foreclose on mortgage loans underlying CMBS or RMBS in which we invest since we will not directly own such underlying loans. Accordingly, we must rely on third parties to initiate and execute any foreclosure proceedings upon a default of such mortgage loans.

Delays in liquidating defaulted mortgage loans could reduce our investment returns.

If there are defaults under any mortgage loan we acquire or originate, we may not be able to repossess and sell the underlying properties quickly. The resulting time delay could reduce the value of our investment in the defaulted mortgage loans. An action to foreclose on a property securing a mortgage loan is regulated by state statutes and regulations and is subject to many of the delays and expenses of other lawsuits if the borrower raises defenses or counterclaims. In the event of default by a borrower, these restrictions, among other factors, may impede our ability to foreclose on or sell the mortgaged property or to obtain proceeds sufficient to repay all amounts due to us on the mortgage loan.

The mezzanine loans that we may acquire or originate would involve greater risks of loss than senior loans secured by the same properties.

We may acquire or originate mezzanine loans that take the form of subordinated loans secured by a pledge of the ownership interests of the entity owning (directly or indirectly) the real property. These types of investments may involve a higher degree of risk than long-term senior mortgage lending secured by income-producing real property because the investment may become unsecured as a result of foreclosure by the senior lender. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan. If a borrower defaults on our mezzanine loan or debt senior to our loan, or in the event of a borrower bankruptcy, our mezzanine loan will be satisfied only after the senior debt. As a result, we may not recover some or all of our investment. In addition, mezzanine loans may have higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the real property and increasing the risk of loss of principal.

The B-Notes in which we may invest may be subject to additional risks relating to the privately negotiated structure and terms of the transaction, which may result in losses to us.

We may invest in B-Notes. A B-Note is a mortgage loan typically (i) secured by a first mortgage on a single large commercial property or group of related properties and (ii) subordinated to an A-Note secured by the same first mortgage on the same collateral. As a result, if a borrower defaults, there may not be sufficient funds remaining for B-Note holders after payment to the A-Note holders. Since each transaction is privately negotiated, B-Notes can vary in their structural characteristics and risks. For example, the rights of holders of B-Notes to control the process following a borrower default may be limited in certain investments. We cannot predict the terms of each B-Note investment. Further, B-Notes typically are

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secured by a single property, and so reflect the increased risks associated with a single property compared to a pool of properties.

Bridge loans may involve a greater risk of loss than conventional mortgage loans.

We may provide bridge loans secured by first-lien mortgages on properties to borrowers who are typically seeking short-term capital to be used in an acquisition, development or refinancing of real estate. The borrower may have identified an undervalued asset that has been undermanaged or is located in a recovering market. If the market in which the asset is located fails to recover according to the borrower’s projections, or if the borrower fails to improve the quality of the asset’s management or the value of the asset, the borrower may not receive a sufficient return on the asset to repay the bridge loan, and we may not recover some or all of our investment.

In addition, owners usually borrow funds under a conventional mortgage loan to repay a bridge loan. Therefore, we may be dependent on a borrower’s ability to obtain permanent financing to repay our bridge loan, which could depend on market conditions and other factors. Bridge loans are also subject to risks of borrower defaults, bankruptcies, fraud, losses and special hazard losses that are not covered by standard hazard insurance. In the event of any default under bridge loans held by us, we bear the risk of loss of principal and nonpayment of interest and fees to the extent of any deficiency between the value of the mortgage collateral and the principal amount of the bridge loan. To the extent we suffer such losses with respect to our investments in bridge loans, the value of our company and of our common stock may be adversely affected.

Investment in non-conforming and non-investment grade loans may involve increased risk of loss.

Loans we may acquire or originate may not conform to conventional loan criteria applied by traditional lenders and may not be rated or may be rated as non-investment grade. Non-investment grade ratings for these loans typically result from the overall leverage of the loans, the lack of a strong operating history for the properties underlying the loans, the borrowers’ credit history, the properties’ underlying cash flow or other factors. As a result, any non-conforming or non-investment grade loans we acquire or originate may have a higher risk of default and loss than conventional loans. Any loss we incur may reduce distributions to stockholders and adversely affect the value of our common stock.

Subordinated loans and subordinated mortgage-backed securities may be subject to losses.

We may acquire or originate subordinated loans and invest in subordinated mortgage-backed securities. In the event a borrower defaults on a subordinated loan and lacks sufficient assets to repay our loan, we may suffer a loss of principal or interest. In the event a borrower declares bankruptcy, we may not have full recourse to the assets of the borrower, or the assets of the borrower may not be sufficient to repay the loan. If a borrower defaults on our loan or on debt senior to our loan, or in the event of a borrower bankruptcy, our loan will be repaid only after the senior debt is paid in full. Where debt senior to our loan exists, the presence of intercreditor arrangements may limit our ability to amend our loan documents, assign our loans, accept prepayments, exercise our remedies (through “standstill periods”) and control decisions made in bankruptcy proceedings relating to borrowers.

In general, losses on a mortgage loan included in a securitization will be borne first by the owner of the property securing the loan, then by a cash reserve fund or letter of credit, if any, and then by the “first loss” subordinated security holder. In the event of default and the exhaustion of any equity support, reserve fund, letter of credit and any classes of securities junior to those in which we invest, we may not be able to recover all of our investment in securities we purchase. In addition, if the underlying mortgage portfolio has been overvalued by the originator, or if the values subsequently decline and, as a result, less collateral is available to satisfy interest and principal payments due on the related mortgage-backed securities, securities in which we invest may effectively become the “first loss” position behind the more senior securities, which may result in significant losses to us.

Construction loans involve a high risk of loss if we are unsuccessful in raising the unfunded portion of the loan or if a borrower otherwise fails to complete the construction of a project. Land loans and pre-development loans involve similarly high risks of loss if construction financing cannot be obtained.

We may invest in construction loans. If we are unsuccessful in raising the unfunded portion of a construction loan, there could be adverse consequences associated with the loan, including a loss of the value of the property securing the loan if the construction is not completed and the borrower is unable to raise funds to complete it from other sources; a borrower claim against us for failure to perform under the loan documents; increased costs to the borrower that the borrower is unable to pay; a bankruptcy filing by the borrower; and abandonment by the borrower of the collateral for the loan. Further, other non-cash flowing assets such as land loans and pre-development loans may fail to qualify for construction financing and may need to be liquidated based on the “as-is” value as opposed to a valuation based on the ability to construct certain real property improvements. The occurrence of such events may have a negative impact on our results of operations. Other loan types may also include unfunded future obligations that could present similar risks.

Risks of cost overruns and non-completion of the construction or renovation of the properties underlying loans we make

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or acquire may materially adversely affect our investments.

The renovation, refurbishment or expansion by a borrower under a mortgaged or leveraged property involves risks of cost overruns and non-completion. Costs of construction or improvements to bring a property up to standards established for the market position intended for that property may exceed original estimates, possibly making a project uneconomical. Other risks may include environmental risks and the possibility of construction, rehabilitation and subsequent leasing of the property not being completed on schedule. If such construction or renovation is not completed in a timely manner, or if it costs more than expected, the borrower may experience a prolonged impairment of net operating income and may not be able to make payments on our investment, and we may not recover some or all of our investment.

Our due diligence may not reveal all of a borrower’s liabilities and may not reveal other weaknesses in its business.

Before making a loan to a borrower or acquiring debt or equity securities of a company, we will assess the strength and skills of such entity’s management and other factors that we believe are material to the performance of the investment. In making the assessment and otherwise conducting customary due diligence, we will rely on the resources available to us and, in some cases, an investigation by third parties. This process is particularly important and subjective with respect to newly organized or private entities because there may be little or no information publicly available about the entities. There can be no assurance that our due diligence processes will uncover all relevant facts or that any investment will be successful.

If we foreclose on the collateral that will secure our investments in loans receivable, we may incur significant liabilities for deferred repairs and maintenance, property taxes and other expenses, which would reduce cash available for distribution to stockholders.

Some of the properties we may acquire in foreclosure proceedings may face competition from newer, more updated properties. In addition, the overall condition of these properties may have been neglected prior to the time we would foreclose on them. In order to remain competitive, increase occupancy at these properties and/or make them more attractive to potential tenants and purchasers, we may have to make significant capital improvements and/or incur deferred maintenance costs with respect to these properties. Also, if we acquire properties through foreclosure, we will be responsible for property taxes and other expenses which will require more capital resources than if we held a secured interest in these properties. To the extent we have to make significant capital expenditures with respect to these properties, we will have less cash available to fund distributions and investor returns may be reduced.

To close loan transactions within a time frame that meets the needs of borrowers of loans we may originate, we may perform underwriting analyses in a very short period of time, which may result in credit decisions based on limited information.

We may gain a competitive advantage by, from time to time, being able to analyze and close loan transactions within a very short period of time. Our underwriting guidelines require a thorough analysis of many factors, including the underlying property’s financial performance and condition, geographic market assessment, experience and financial strength of the borrower and future prospects of the property within the market. If we make the decision to extend credit to a borrower prior to the completion of one or more of these analyses, we may fail to identify certain credit risks that we would otherwise have identified.

To the extent that we make investments in real estate-related securities and loans, a portion of those investments may be illiquid and we may not be able to adjust our portfolio in response to changes in economic and other conditions.

Certain of the real estate-related securities that we may purchase in connection with privately negotiated transactions will not be registered under the relevant securities laws, resulting in a prohibition against their transfer, sale, pledge or other disposition except in a transaction that is exempt from the registration requirements of, or is otherwise in accordance with, those laws. The mezzanine and bridge loans we may purchase or originate will be particularly illiquid investments due to their short life, their unsuitability for securitization and the greater difficulty of recoupment in the event of a borrower’s default. This illiquidity may limit our ability to vary our portfolio in response to changes in economic and other conditions, which could increase the likelihood that the value of our stockholders’ investment will decrease as a result of such changes in economic and other conditions.

Delays in restructuring or liquidating non-performing real estate securities could reduce the return on our stockholders’ investment.

Real estate securities may become non-performing after acquisition for a wide variety of reasons. Such non-performing real estate investments may require a substantial amount of workout negotiations and/or restructuring, which may entail, among other things, a substantial reduction in the interest rate and a substantial write-down of such loan or asset. However, even if a restructuring is successfully accomplished, upon maturity of such real estate security, replacement “takeout” financing may not be available. We may find it necessary or desirable to foreclose on some of the collateral securing one or more of our investments. Intercreditor provisions may substantially interfere with our ability to do so. Even if

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foreclosure is an option, the foreclosure process can be lengthy and expensive. Borrowers often resist foreclosure actions by asserting numerous claims, counterclaims and defenses including, without limitation, lender liability claims and defenses, in an effort to prolong the foreclosure action. In some states, foreclosure actions can take up to several years or more to litigate. At any time during the foreclosure proceedings, the borrower may file for bankruptcy, which would have the effect of staying the foreclosure action and further delaying the foreclosure process. Foreclosure litigation tends to create a negative public image of the collateral property and may result in disrupting ongoing leasing and management of the property. Foreclosure actions by senior lenders may substantially affect the amount that we may earn or recover from an investment.

We will depend on borrowers for the revenue generated by our real estate-related investments and, accordingly, our revenue and our ability to make distributions to our stockholders will be dependent upon the success and economic viability of such borrowers.

The success of any real estate-related investments we acquire or originate will materially depend on the financial stability of the borrowers under such investments. The inability of a single major borrower or a number of smaller borrowers to meet their payment obligations could result in reduced revenue or losses for us. In the event of a borrower default or bankruptcy, we may experience delays in enforcing our rights as a creditor, and such rights may be subordinated to the rights of other creditors. These events could negatively affect the cash available for distribution to our stockholders and the value of their investment in us.

Our dependence on the management of other entities in which we invest may adversely affect our business.

We will not control the management, investment decisions or operations of the companies in which we may invest. Management of those enterprises may decide to change the nature of their assets, or management may otherwise change in a manner that is not satisfactory to us. We will have no ability to affect these management decisions and we may have only limited ability to dispose of our investments.

Prepayments can adversely affect the yields on our real estate-related investments.

In the case of residential mortgage loans, there are seldom any restrictions on borrowers’ abilities to prepay their loans. Homeowners tend to prepay mortgage loans faster when interest rates decline. Consequently, owners of the loans may reinvest the money received from the prepayments at the lower prevailing interest rates. Conversely, homeowners tend not to prepay mortgage loans when interest rates increase. Consequently, owners of the loans are unable to reinvest money that would have otherwise been received from prepayments at the higher prevailing interest rates. This volatility in prepayment rates may result in reduced earnings or losses for us and negatively affect the cash available for distribution to our stockholders.

The yields on any real estate-related investments we acquire or originate may be affected by the rate of prepayments differing from our projections. Prepayments on real estate-related investments, where permitted under the applicable documents, are influenced by changes in current interest rates and a variety of economic, geographic and other factors beyond our control, and consequently, such prepayment rates cannot be predicted with certainty. If we are unable to invest the proceeds of any prepayments we receive in assets with at least an equivalent yield, the yield on our portfolio will decline. In addition, we may acquire real estate-related investments at a discount or premium and if the investment is not repaid when expected, our anticipated yield may be impacted. Under certain interest rate and prepayment scenarios we may fail to recoup fully our cost of acquisition of certain investments.

If credit spreads widen before we obtain long-term financing for our investments, the value of our investments may suffer.

We will price our investments based on our assumptions about future credit spreads for financing of those investments. We may obtain longer-term financing for our investments using structured financing techniques in the future. In such financings, interest rates are typically set at a spread over a certain benchmark, such as the yield on United States Treasury obligations, swaps, or LIBOR. If the spread that borrowers will pay over the benchmark widens and the rates we charge on our investments to be securitized are not increased accordingly our income may be reduced or we may suffer losses.

Hedging against interest rate exposure may adversely affect our earnings, limit our gains or result in losses, which could adversely affect cash available for distribution to our stockholders.

We may enter into interest rate swap agreements or pursue other interest rate hedging strategies. Our hedging activity will vary in scope based on the level of interest rates, the type of investments we hold, and other changing market conditions. Interest rate hedging may fail to protect or could adversely affect us because, among other things:

• interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates;

• available interest rate hedging products may not correspond directly with the interest rate risk for which protection is sought;

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• the duration of the hedge may not match the duration of the related liability or asset;

• the amount of income that a REIT may earn from hedging transactions to offset losses due to fluctuations in interest rates is limited by federal tax provisions governing REITs;

• the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction;

• the party owing money in the hedging transaction may default on its obligation to pay; and

• we may purchase a hedge that turns out not to be necessary, i.e. a hedge that is out of the money.

Any hedging activity we engage in may adversely affect our earnings, which could adversely affect cash available for distribution to our stockholders. Therefore, while we may enter into such transactions to seek to reduce interest rate risks, unanticipated changes in interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the investments being hedged or liabilities being hedged may vary materially. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation between such hedging instruments and the interest rate risk sought to be hedged. Any such imperfect correlation may prevent us from achieving the intended accounting treatment and may expose us to risk of loss.

We will assume the credit risk of our counterparties with respect to derivative transactions.

We may enter into derivative contracts for risk management purposes to hedge our exposure to cash flow variability caused by changing interest rates on our future variable rate real estate loans receivable and variable rate notes payable. These derivative contracts generally are entered into with bank counterparties and are not traded on an organized exchange or guaranteed by a central clearing organization. We would therefore assume the credit risk that our counterparties will fail to make periodic payments when due under these contracts or become insolvent. If a counterparty fails to make a required payment, becomes the subject of a bankruptcy case, or otherwise defaults under the applicable contract, we would have the right to terminate all outstanding derivative transactions with that counterparty and settle them based on their net market value or replacement cost. In such an event, we may be required to make a termination payment to the counterparty, or we may have the right to collect a termination payment from such counterparty. We assume the credit risk that the counterparty will not be able to make any termination payment owing to us. We may not receive any collateral from a counterparty, or we may receive collateral that is insufficient to satisfy the counterparty’s obligation to make a termination payment. If a counterparty is the subject of a bankruptcy case, we will be an unsecured creditor in such case unless the counterparty has pledged sufficient collateral to us to satisfy the counterparty’s obligations to us.

We will assume the risk that our derivative counterparty may terminate transactions early.

If we fail to make a required payment or otherwise default under the terms of a derivative contract, the counterparty would have the right to terminate all outstanding derivative transactions between us and that counterparty and settle them based on their net market value or replacement cost. In certain circumstances, the counterparty may have the right to terminate derivative transactions early even if we are not defaulting. If our derivative transactions are terminated early, it may not be possible for us to replace those transactions with another counterparty, on as favorable terms or at all.

We may be required to collateralize our derivative transactions.

We may be required to secure our obligations to our counterparties under our derivative contracts by pledging collateral to our counterparties. That collateral may be in the form of cash, securities or other assets. If we default under a derivative contract with a counterparty, or if a counterparty otherwise terminates one or more derivative contracts early, that counterparty may apply such collateral toward our obligation to make a termination payment to the counterparty. If we have pledged securities or other assets, the counterparty may liquidate those assets in order to satisfy our obligations. If we are required to post cash or securities as collateral, such cash or securities will not be available for use in our business. Cash or securities pledged to counterparties may be repledged by counterparties and may not be held in segregated accounts. Therefore, in the event of a counterparty insolvency, we may not be entitled to recover some or all collateral pledged to that counterparty, which could result in losses and have an adverse effect on our operations.

There can be no assurance that the direct or indirect effects of the Dodd-Frank Act and other applicable non-U.S. regulations will not have an adverse effect on our interest rate hedging activities.

Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) imposed additional regulations on derivatives markets and transactions. Such regulations and, to the extent we trade with counterparties organized in non-US jurisdictions, any applicable regulations in those jurisdictions, are still being implemented, and will affect our interest rate hedging activities. While the full impact of the regulation on our interest rate hedging activities cannot be fully assessed until all final rules and regulations are implemented, such regulation may affect our ability to enter into hedging or other risk management transactions, may increase our costs in entering into such

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transactions, and/or may result in us entering into such transactions on less favorable terms than prior to implementation of such regulation. For example, subject to an exception under the Dodd-Frank Act for end-users of swaps upon which we may seek to rely, we may be required to clear certain interest rate hedging transactions by submitting them to a derivatives clearing organization. In addition, to the extent we are required to clear any such transactions, we will be required to, among other things, post margin in connection with such transactions. The occurrence of any of the foregoing events may have an adverse effect on our business and our stockholders’ return.

Our investments in debt securities and preferred and common equity securities will be subject to the specific risks relating to the particular issuer of the securities and may involve greater risk of loss than secured debt financings.

We may make equity investments in funds or corporate entities with a primary focus on the commercial real estate and real estate finance industries or with significant exposure to real estate, such as REITs, hotels and gaming companies. We may purchase the common or preferred stock of these entities or purchase or write options with respect to their stock. We may eventually seek to acquire or gain a controlling interest in the companies that we target. We do not expect our non-controlling equity investments in other public companies to represent a substantial portion of our assets at any one time. We may also invest in debt securities and preferred equity securities issued by funds or corporate entities with a primary focus on the commercial real estate and real estate finance industries or with significant exposure to real estate. Our investments in debt securities and preferred and common equity securities will involve special risks relating to the particular issuer of the securities, including the financial condition and business outlook of the issuer. Issuers that are REITs and other real estate companies are subject to the inherent risks associated with real estate investments. Furthermore, debt securities and preferred and common equity securities may involve greater risk of loss than secured debt financings due to a variety of factors, including that such investments are generally unsecured and may also be subordinated to other obligations of the issuer. As a result, investments in debt securities and preferred and common equity securities are subject to risks of (i) limited liquidity in the secondary trading market, (ii) substantial market price volatility resulting from changes in prevailing interest rates, (iii) subordination to the claims of banks and senior lenders to the issuer, (iv) the operation of mandatory sinking fund or call/redemption provisions during periods of declining interest rates that could cause the issuer to reinvest redemption proceeds in lower yielding assets, (v) the possibility that earnings of the issuer may be insufficient to meet its debt service and distribution obligations, and (vi) the declining creditworthiness and potential for insolvency of the issuer during periods of rising interest rates and economic downturn. These risks may adversely affect the value of outstanding debt securities and preferred and common equity securities and the ability of the issuers thereof to make principal, interest and/or distribution payments to us.

Declines in the market values of our investments may adversely affect periodic reported results of operations and credit availability, which may reduce our earnings and, in turn, cash available for distribution to our stockholders.

A portion of our assets may be classified for accounting purposes as “available-for-sale.” These investments are carried at estimated fair value, and temporary changes in the market values of those assets will be directly charged or credited to stockholders’ equity without impacting net income on the income statement. Moreover, if we determine that a decline in the estimated fair value of an available-for-sale security below its amortized value is other-than-temporary, we will recognize a loss on that security on our income statement, which will reduce our earnings in the period recognized.

A decline in the market value of our assets may adversely affect us, particularly in instances where we have borrowed money based on the market value of those assets. As a result, if the market value of those assets declines, the lender may require us to post additional collateral to support the loan. If we were unable to post the additional collateral, we may have to sell assets at a time when we might not have otherwise chosen to do so. A reduction in available credit may reduce our earnings and, in turn, cash available for distribution to stockholders.

Further, credit facility providers may require us to maintain a certain amount of cash reserves or to set aside unleveraged assets sufficient to maintain a specified liquidity position, which would allow us to satisfy our collateral obligations. If the market value of our investments declines, we may not be able to leverage our assets as fully as we would choose, which could reduce our return on equity. In the event that we are unable to meet these contractual obligations, our financial condition could deteriorate rapidly.

Market values of our real estate-related investments may decline for a number of reasons, such as changes in prevailing market rates, increases in defaults related to the underlying collateral, increases in voluntary prepayments for our investments that are subject to prepayment risk, widening of credit spreads and downgrades of ratings of the securities by ratings agencies.

Some of our real estate-related investments may be carried at estimated fair value as determined by us and, as a result, there may be uncertainty as to the value of these investments.

Some of our investments may be in the form of securities that are recorded at fair value but that have limited liquidity or are not publicly traded. The fair value of securities and other investments that have limited liquidity or are not

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publicly traded may not be readily determinable. We will estimate the fair value of these investments on a monthly basis. Because such valuations are inherently uncertain, may fluctuate over short periods of time and may be based on numerous estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. The value of our common stock could be adversely affected if our determinations regarding the fair value of these real estate-related investments are materially higher than the values that we ultimately realize upon their disposal.

Our investments in derivatives will be carried at estimated fair value as determined by us and, as a result, there may be uncertainty as to the value of these instruments.

Our investments in derivatives will be recorded at fair value but have limited liquidity and are not publicly traded. The fair value of our derivatives may not be readily determinable. We will estimate the fair value of any such investments on a monthly basis. Because such valuations are inherently uncertain, may fluctuate over short periods of time and may be based on numerous estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these investments existed. The value of our common stock could be adversely affected if our determinations regarding the fair value of these investments are materially higher than the values that we ultimately realize upon their disposal or maturity.

Risks Related to Our Financing Strategy

We use leverage in connection with our investments, which increases the risk of loss associated with our investments.

We plan to obtain lines of credit and long-term financing that may be secured by our real estate investments. In some instances, we may acquire real properties by financing a portion of the price of the properties and mortgaging or pledging some or all of the properties purchased as security for that debt. We may also incur mortgage debt on properties that we already own in order to obtain funds to acquire additional properties, to fund property improvements and other capital expenditures, to pay distributions and for other purposes. In addition, we may borrow as necessary or advisable to ensure that we maintain our qualification as a REIT for federal income tax purposes, including borrowings to satisfy the REIT requirement that we distribute at least 90% of our annual REIT taxable income to our stockholders (computed without regard to the dividends-paid deduction and excluding net capital gain). However, we can give our stockholders no assurance that we will be able to obtain such borrowings on satisfactory terms or at all.

If we do mortgage a property and there is a shortfall between the cash flow generated by that property and the cash flow needed to service mortgage debt on that property, then the amount of cash available for distribution to our stockholders may be reduced. In addition, incurring mortgage debt increases the risk of loss of a property since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, reducing the value of our stockholders’ investment. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure even though we would not necessarily receive any cash proceeds. We may give full or partial guaranties to lenders of mortgage or other debt on behalf of the entities that own our properties. When we give a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of all or a part of the debt or other amounts related to the debt if it is not paid by such entity. If any mortgages contain cross-collateralization or cross-default provisions, a default on a mortgage secured by a single property could affect mortgages secured by other properties.

We may utilize repurchase agreements as a component of our financing strategy. Repurchase agreements economically resemble short-term, variable-rate financing and usually require the maintenance of specific loan-to-collateral value ratios. If the market value of the assets subject to a repurchase agreement declines, we may be required to provide additional collateral or make cash payments to maintain the required loan-to-collateral value ratios. If we are unable to provide such collateral or cash repayments, we may lose our economic interest in the underlying assets.

We may also obtain recourse debt to finance our acquisitions and meet our REIT distribution requirements. If we have insufficient income to service our recourse debt obligations, our lenders could institute proceedings against us to foreclose upon our assets. If a lender successfully forecloses upon any of our assets, our ability to pay cash distributions to our stockholders will be limited and our stockholders could lose all or part of their investment.

High mortgage rates or changes in underwriting standards may make it difficult for us to finance or refinance properties, which could reduce our cash flows from operations and the amount of cash distributions we can make.

If mortgage debt is unavailable at reasonable rates, we may not be able to finance our properties. If we place mortgage debt on a property, we run the risk of being unable to refinance part or all of the property subject to the mortgage debt when it becomes due or of being unable to refinance on favorable terms. If interest rates are higher when we refinance properties subject to mortgage debt, our income could be reduced. We may be unable to refinance or may only be able to

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partly refinance properties if underwriting standards, including loan to value ratios and yield requirements, among other requirements, are more strict than when we originally financed the properties. If any of these events occur, our cash flow could be reduced and/or we might have to pay down existing mortgages. This, in turn, would reduce cash available for distribution to our stockholders, could cause us to require additional capital and may hinder our ability to raise capital by issuing more stock or by borrowing more money.

We may use leverage in connection with any real estate investments we make, which increases the risk of loss associated with this type of investment.

We may finance the acquisition and origination of certain real estate-related investments with warehouse lines of credit and repurchase agreements. In addition, we may engage in various types of securitizations in order to finance our loan originations. Although the use of leverage may enhance returns and increase the number of investments that we can make, it may also substantially increase the risk of loss. There can be no assurance that leveraged financing will be available to us on favorable terms or that, among other factors, the terms of such financing will parallel the maturities of the underlying assets acquired. If alternative financing is not available, we may have to liquidate assets at unfavorable prices to pay off such financing. The return on our investments and cash available for distribution to our stockholders may be reduced to the extent that changes in market conditions cause the cost of our financing to increase relative to the income that we can derive from the assets we acquire.

Our debt service payments will reduce our cash available for distribution. We may not be able to meet our debt service obligations and, to the extent that we cannot, we risk the loss of some or all of our assets to foreclosure or sale to satisfy our debt obligations. If we utilize repurchase agreement financing and if the market value of the assets subject to a repurchase agreement declines, we may be required to provide additional collateral or make cash payments to maintain the loan to collateral value ratio. If we are unable to provide such collateral or cash repayments, we may lose our economic interest in the underlying assets. Further, credit facility providers and warehouse facility providers may require us to maintain a certain amount of cash reserves or to set aside unleveraged assets sufficient to maintain a specified liquidity position that would allow us to satisfy our collateral obligations. As a result, we may not be able to leverage our assets as fully as we would choose, which could reduce our return on investment. In the event that we are unable to meet these collateral obligations, our financial condition could deteriorate rapidly.

We may not be able to access financing sources on attractive terms, which could adversely affect our ability to execute our business plan.

We may finance our assets over the long-term through a variety of means, including repurchase agreements, credit facilities, issuances of commercial mortgage-backed securities and other structured financings. Our ability to execute this strategy will depend on various conditions in the markets for financing in this manner that are beyond our control, including lack of liquidity and greater credit spreads. We cannot be certain that these markets will remain an efficient source of long-term financing for our assets. If our strategy is not viable, we will have to find alternative forms of long-term financing for our assets, as secured revolving credit facilities and repurchase agreements may not accommodate long-term financing. This could subject us to more recourse indebtedness and the risk that debt service on less efficient forms of financing would require a larger portion of our cash flow, thereby reducing cash available for distribution to our stockholders and funds available for operations as well as for future business opportunities.

Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders.

When providing financing, a lender may impose restrictions on us that affect our distribution and operating policies and our ability to incur additional debt. Loan agreements into which we enter may contain covenants that limit our ability to further mortgage a property or that prohibit us from discontinuing insurance coverage or replacing KBS Capital Advisors as our advisor. These or other limitations would decrease our operating flexibility and our ability to achieve our operating objectives.

Increases in interest rates would increase the amount of our debt payments and limit our ability to pay distributions to our stockholders.

We have incurred significant amounts of variable rate debt. Increases in interest rates will increase the cost of that debt, which could reduce our cash flows from operations and the cash we have available to pay distributions to our stockholders. In addition, if we need to repay existing debt during periods of rising interest rates, we could be required to liquidate one or more of our investments at times that may not permit realization of the maximum return on such investments.

We have broad authority to incur debt and high debt levels could hinder our ability to make distributions and decrease the value of our stockholders’ investment.

Our charter limits our total liabilities to 75% of the cost (before deducting depreciation or other noncash reserves) of

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our tangible assets; however, we may exceed that limit if the majority of the conflicts committee of our board of directors approves each borrowing in excess of our charter limitation and we disclose such borrowings to our stockholders in our next quarterly report with an explanation from the conflicts committee of the justification for the excess borrowing. As of December 31, 2016, our borrowings and other liabilities were approximately 71% of the cost (before depreciation and other noncash reserves) and book value (before depreciation) of our tangible assets, respectively. High debt levels would cause us to incur higher interest charges and higher debt service payments and may also be accompanied by restrictive covenants. These factors could limit the amount of cash we have available to distribute and could result in a decline in the value of our stockholders’ investment.

The deed of trust that governs the bonds issued to Israeli investors includes restrictive covenants that may adversely affect our operations, which could limit our ability to make distributions to our stockholders.

In March 2016, we, through a wholly-owned subsidiary named KBS SOR (BVI) Holdings, Ltd. (the “BVI”), issued 970.2 million Israeli new Shekels (approximately $274.5 million as of September 30, 2017) in 4.25% bonds to investors in Israel pursuant to a public offering registered in Israel. The bonds have a seven year term and require principal installment payments equal to 20% of the face value of the bonds payable on March 1st of each year from 2019 to 2023. We have used a portion of the proceeds from the issuance of these bonds to make additional investments.

The deed of trust that governs the terms of the bonds issued to Israeli investors contains various restrictive covenants. Such restrictive covenants may prohibit us from making certain investments, selling properties or taking certain other actions that our board of directors otherwise believes to be in our best interests. Such restrictions may adversely affect our operations and limit our ability to make distributions to our stockholders. For example, we may not make investments through the BVI outside the U.S. and are restricted in our land and development investments made through the BVI. In addition, the BVI must maintain at least $475 million in consolidated equity and, except as necessary for us to maintain our qualification as a REIT, may not make distributions to us that would cause the consolidated equity capital of the BVI to drop below $600 million. In addition, certain significant transactions involving the BVI and our company, another KBS-sponsored company, or a KBS affiliate, or a sale of 60% of BVI assets, may require the consent of the bondholders. Finally, for as long the debentures are outstanding, we may not conduct our investment strategy through an entity other than the BVI without the consent of the noteholders (unless those investments would be prohibited by the deed of trust, in which case we must conduct them outside of the BVI). A violation of any of the foregoing could constitute an event of default, result in an increase of the interest rate of the bonds in up to 1% (as of the date of this prospectus the interest rate is 4.25%) and cause the bonds to become immediately due and payable.

The change in the value of Israeli currency may materially and adversely affect our results of operations and financial condition.

In March 2016, we issued 970.2 million Israeli new Shekels (approximately $274.5 million as of September 30, 2017) in 4.25% bonds to Israeli investors through a public offering, which bonds are denominated in Israeli new Shekels. As a result, we are subject to foreign currency risk due to potential fluctuations in exchange rates between Israeli new Shekels and U.S. dollars. More specifically, a significant change in the value of the Israeli new Shekels may have an adverse effect on our results of operations and financial condition. We may try to mitigate this foreign currency risk by using derivative contracts. However, if we engage in such mitigation strategies, there can be no assurance that those attempts to mitigate foreign currency risk would be successful.

Federal Income Tax Risks

Our failure to continue to qualify as a REIT would subject us to federal income tax and reduce cash available for distribution to you.

We elected to be taxed as a REIT under the Internal Revenue Code commencing with our taxable year ended December 31, 2010. We intend to continue to operate in a manner so as to continue to qualify as a REIT for federal income tax purposes. Qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which only a limited number of judicial and administrative interpretations exist. Even an inadvertent or technical mistake could jeopardize our REIT status. Our continued qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. Moreover, new tax legislation, administrative guidance or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to continue to qualify as a REIT. If we fail to continue to qualify as a REIT in any taxable year, we would be subject to federal and applicable state and local income tax on our taxable income at corporate rates, in which case we might be required to borrow or liquidate some investments in order to pay the applicable tax. Losing our REIT status would reduce our net income available for investment or distribution to you because of the additional tax liability. In addition, distributions to you would no longer qualify for the dividends-paid deduction and we would no longer be required to make distributions. Furthermore, if we fail to qualify as a REIT in any taxable year for which we have elected to be taxed as a REIT, we would generally be unable to elect REIT status for the four taxable years following

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the year in which our REIT status is lost. For a discussion of the REIT qualifications tests and other considerations relating to our election to be taxed as a REIT, see “Material U.S. Federal Income Tax Considerations.”

Complying with REIT requirements may force us to borrow funds to make distributions to you or otherwise depend on external sources of capital to fund such distributions.

To continue to qualify as a REIT, we are required to distribute annually at least 90% of our taxable income, subject to certain adjustments, to our stockholders. To the extent that we satisfy the distribution requirement, but distribute less than 100% of our taxable income, we will be subject to federal corporate income tax on our undistributed taxable income. In addition, we may elect to retain and pay income tax on our net long-term capital gain. In that case, if we so elect, a stockholder would be taxed on its proportionate share of our undistributed long-term gain and would receive a credit or refund for its proportionate share of the tax we paid. A stockholder, including a tax-exempt or foreign stockholder, would have to file a federal income tax return to claim that credit or refund. Furthermore, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our stockholders in a calendar year is less than a minimum amount specified under federal tax laws.

From time-to-time, we may generate taxable income greater than our net income (loss) for U.S. GAAP. In addition, our taxable income may be greater than our cash flow available for distribution to you as a result of, among other things, investments in assets that generate taxable income in advance of the corresponding cash flow from the assets (for instance, if a borrower defers the payment of interest in cash pursuant to a contractual right or otherwise).

If we do not have other funds available in the situations described in the preceding paragraphs, we could be required to borrow funds on unfavorable terms, sell investments at disadvantageous prices or find another alternative source of funds to make distributions sufficient to enable us to distribute enough of our taxable income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity.

Because of the distribution requirement, it is unlikely that we will be able to fund all future capital needs, including capital needs in connection with investments, from cash retained from operations. As a result, to fund future capital needs, we likely will have to rely on third-party sources of capital, including both debt and equity financing, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital will depend upon a number of factors, including our current and potential future earnings and cash distributions.

We could fail to continue to qualify as a REIT if the IRS successfully challenges our treatment of our mezzanine loans and repurchase agreements.

We intend to continue to operate in a manner so as to continue to qualify as a REIT for federal income tax purposes. However, qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which only a limited number of judicial and administrative interpretations exist. If the IRS disagrees with the application of these provisions to our assets or transactions, including assets we have owned and past transactions, our REIT qualification could be jeopardized. For instance, IRS Revenue Procedure 2003-65 provides a safe harbor pursuant to which a mezzanine loan, if it meets each of the requirements contained therein, will be treated by the IRS as a real estate asset for purposes of the REIT asset tests and interest derived from it will be treated as qualifying mortgage interest for purposes of the 75% income test. Although Revenue Procedure 2003-65 provides a safe harbor on which taxpayers may rely, it does not prescribe rules of substantive tax law. While mezzanine loans in which we may invest may not meet all of the requirements for reliance on this safe harbor, we expect that any of our investments in mezzanine loans will be made in a manner that we believe will enable us to continue to satisfy the REIT gross income and asset tests.

In addition, we may enter into sale and repurchase agreements under which we nominally sell certain of our mortgage assets to a counterparty and simultaneously enter into an agreement to repurchase the sold assets. We believe that we will be treated for federal income tax purposes as the owner of the mortgage assets that are the subject of any such sale and repurchase agreement notwithstanding that we transfer record ownership of the assets to the counterparty during the term of the agreement. It is possible, however, that the IRS could assert that we did not own the mortgage assets during the term of the sale and repurchase agreement, in which case our ability to continue to qualify as a REIT could be adversely affected.

Even if the IRS were to disagree with one or more of our interpretations and we were treated as having failed to satisfy one of the REIT qualification requirements, we could maintain our REIT qualification if our failure was excused under certain statutory “savings” provisions. However, there can be no guarantee that we would be entitled to benefit from those statutory savings provisions if we failed to satisfy one of the REIT qualification requirements, and even if we were entitled to benefit from those statutory savings provisions, we could be required to pay a penalty tax.

Despite our qualification for taxation as a REIT for federal income tax purposes, we may be subject to other tax liabilities that reduce our cash flow and our ability to make distributions to you.

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Despite our qualification for taxation as a REIT for federal income tax purposes, we may be subject to certain federal, state and local taxes on our income and assets, including taxes on any undistributed income or property. Any of these taxes would decrease cash available for distribution to you. For instance:

• In order to continue to qualify as a REIT, we must distribute annually at least 90% of our REIT taxable income (which is determined without regard to the dividends paid deduction or net capital gain for this purpose) to you.

• To the extent that we satisfy the distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to federal corporate income tax on the undistributed income.

• We will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions we pay in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years.

• If we have net income from the sale of foreclosure property that we hold primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, we must pay a tax on that income at the highest corporate income tax rate.

• If we sell an asset, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business and do not qualify for a safe harbor in the Internal Revenue Code, our gain would be subject to the 100% “prohibited transaction” tax.

• Any domestic taxable REIT subsidiary, or TRS, of ours will be subject to federal corporate income tax on its income, and on any non-arm’s-length transactions between us and any TRS, for instance, excessive rents charged to a TRS could be subject to a 100% tax.

• We may be subject to tax on income from certain activities conducted as a result of taking title to collateral.

• We may be subject to state or local income, property and transfer taxes, such as mortgage recording taxes.

Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.

To continue to qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to stockholders and the ownership of our stock. As discussed above, we may be required to make distributions to you at disadvantageous times or when we do not have funds readily available for distribution. Additionally, we may be unable to pursue investments that would be otherwise attractive to us in order to satisfy the requirements for qualifying as a REIT.

We must also ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified real estate assets, including certain mortgage loans and mortgage-backed securities. The remainder of our investment in securities (other than government securities and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets can consist of the securities of any one issuer (other than government securities and qualified real estate assets) and no more than 25% of the value of our gross assets (20% for tax years after 2017) may be represented by securities of one or more TRSs. Finally, for the taxable years after 2015, no more than 25% of our assets may consist of debt investments that are issued by “publicly offered REITs” and would not otherwise be treated as qualifying real estate assets. If we fail to comply with these requirements at the end of any calendar quarter, we must correct such failure within 30 days after the end of the calendar quarter to avoid losing our REIT status and suffering adverse tax consequences, unless certain relief provisions apply. As a result, compliance with the REIT requirements may hinder our ability to operate solely on the basis of profit maximization and may require us to liquidate investments from our portfolio, or refrain from making, otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to stockholders.

Our acquisition of debt or securities investments may cause us to recognize income for federal income tax purposes even though no cash payments have been received on the debt investments.

We may acquire debt or securities investments in the secondary market for less than their face amount. The amount of such discount will generally be treated as a “market discount” for federal income tax purposes. If these debt or securities investments provide for “payment-in-kind” interest, we may recognize “original issue discount,” or OID, for federal income tax purposes. Moreover, we may acquire distressed debt investments that are subsequently modified by agreement with the borrower. If the amendments to the outstanding debt constitute “significant modifications” under the applicable Treasury Regulations, the modified debt may be considered to have been reissued to us in a debt-for-debt exchange with the borrower. In that event, if the debt is considered to be “publicly traded” for federal income tax purposes, the modified debt in our hands

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may be considered to have been issued with OID to the extent the fair market value of the modified debt is less than the principal amount of the outstanding debt. In the event the debt is not considered to be “publicly traded” for federal income tax purposes, we may be required to recognize taxable income to the extent that the principal amount of the modified debt exceeds our cost of purchasing it. Also, certain loans that we originate and later modify and certain previously modified debt we acquire in the secondary market may be considered to have been issued with the OID at the time it was modified.

In general, we will be required to accrue OID on a debt instrument as taxable income in accordance with applicable federal income tax rules even though no cash payments may be received on such debt instrument on a current basis.

In the event a borrower with respect to a particular debt instrument encounters financial difficulty rendering it unable to pay stated interest as due, we may nonetheless be required to continue to recognize the unpaid interest as taxable income. Similarly, we may be required to accrue interest income with respect to subordinate mortgage-backed securities at the stated rate regardless of when their corresponding cash payments are received.

In order to meet the REIT distribution requirements, it might be necessary for us to arrange for short-term, or possibly long-term borrowings, or to pay distributions in the form of our shares or other taxable in-kind distributions of property. We may need to borrow funds at times when the market conditions are unfavorable. Such borrowings could increase our costs and reduce the value of your investment. In the event in-kind distributions are made, your tax liabilities associated with an investment in our common stock for a given year may exceed the amount of cash we distribute to you during such year.

Complying with REIT requirements may limit our ability to hedge effectively.

The REIT provisions of the Internal Revenue Code may limit our ability to hedge our operations effectively. Our aggregate gross income from non-qualifying hedges, fees and certain other non-qualifying sources cannot exceed 5% of our annual gross income. As a result, we might have to limit our use of advantageous hedging techniques or implement those hedges through a TRS. Any hedging income earned by a TRS would be subject to federal, state and local income tax at regular corporate rates. This could increase the cost of our hedging activities or expose us to greater risks associated with interest rate or other changes than we would otherwise incur.

If the IRS were to successfully recast our Israeli bond offering as an equity issuance rather than a borrowing, our REIT qualification could be threatened.

We have structured our Israeli bond offering to be viewed for U.S. federal income tax purposes as a borrowing by us via disregarded entities. If the IRS were to successfully recast our Israeli bond offering as an equity issuance rather than a borrowing, our REIT qualification could be threatened.

Liquidation of assets may jeopardize our REIT qualification.

To continue to qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled to liquidate our investments to satisfy our obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% prohibited transaction tax on any resulting gain if we sell assets that are treated as dealer property or inventory.

The prohibited transactions tax may limit our ability to engage in transactions, including disposition of assets and certain methods of securitizing loans, which would be treated as sales for federal income tax purposes.

A REIT’s net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of dealer property, other than foreclosure property, but including loans held primarily for sale to customers in the ordinary course of business. We might be subject to the prohibited transaction tax if we were to dispose of or securitize loans in a manner that is treated as a sale of the loans, for federal income tax purposes. In order to avoid the prohibited transactions tax, we may choose not to engage in certain sales of loans and may limit the structures we use for any securitization financing transactions, even though such sales or structures might otherwise be beneficial to us. Additionally, we may be subject to the prohibited transaction tax upon a disposition of real property. Although a safe-harbor exception to prohibited transaction treatment is available, we cannot assure you that we can comply with such safe harbor or that we will avoid owning property that may be characterized as held primarily for sale to customers in the ordinary course of our trade or business. Consequently, we may choose not to engage in certain sales of real property or may conduct such sales through a TRS.

It may be possible to reduce the impact of the prohibited transaction tax by conducting certain activities through a TRS. However, to the extent that we engage in such activities through a TRS, the income associated with such activities will be subject to a corporate income tax. In addition, the IRS may attempt to ignore or otherwise recast such activities in order to impose a prohibited transaction tax on us, and there can be no assurance that such recast will not be successful.

Specifically, in 2016, we contributed certain undeveloped land in Las Vegas to a TRS, which was structured as a

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taxable sale. We have taken the position that such sale is not a dealer sale and, thus, not a prohibited transaction. There can be no assurances that the IRS will agree with our characterization of the transactions and such sale may be subject to recast and a 100% tax on the gain may be imposed.

We also may not be able to use secured financing structures that would create taxable mortgage pools, other than in a TRS or through a subsidiary REIT.

We may recognize substantial amounts of REIT taxable income, which we would be required to distribute to you, in a year in which we are not profitable under U.S. GAAP principles or other economic measures.

We may recognize substantial amounts of REIT taxable income in years in which we are not profitable under U.S. GAAP or other economic measures as a result of the differences between U.S. GAAP and tax accounting methods. For instance, certain of our assets will be marked-to-market for U.S. GAAP purposes but not for tax purposes, which could result in losses for U.S. GAAP purposes that are not recognized in computing our REIT taxable income. Additionally, we may deduct our capital losses only to the extent of our capital gains in computing our REIT taxable income for a given taxable year. Consequently, we could recognize substantial amounts of REIT taxable income and would be required to distribute such income to you, in a year in which we are not profitable under U.S. GAAP or other economic measures.

We may distribute our common stock in a taxable distribution, in which case you may sell shares of our common stock to pay tax on such distributions, and you may receive less in cash than the amount of the dividend that is taxable.

We may make taxable distributions that are payable in cash and common stock. The IRS has issued private letter rulings to other REITs treating certain distributions that are paid partly in cash and partly in stock as taxable distributions that would satisfy the REIT annual distribution requirement and qualify for the dividends paid deduction for federal income tax purposes. Those rulings may be relied upon only by taxpayers to whom they were issued, but we could request a similar ruling from the IRS. Accordingly, it is unclear whether and to what extent we will be able to make taxable distributions payable in cash and common stock. If we made a taxable dividend payable in cash and common stock, taxable stockholders receiving such distributions will be required to include the dividend as taxable income to the extent of our current and accumulated earnings and profits, as determined for federal income tax purposes. As a result, you may be required to pay income tax with respect to such distributions in excess of the cash distributions received. If a U.S. stockholder sells the common stock that it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount recorded in earnings with respect to the dividend, depending on the market price of our common stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold U.S. federal income tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in common stock.

REIT distribution requirements could adversely affect our ability to execute our business plan.

We generally must distribute annually at least 90% of our REIT taxable income (which is determined without regard to the dividends paid deduction or net capital gain for this purpose) in order to continue to qualify as a REIT. We intend to make distributions to our stockholders to comply with the REIT requirements of the Internal Revenue Code and to avoid corporate income tax and the 4% excise tax. We may be required to make distributions to stockholders at times when it would be more advantageous to reinvest cash in our business or when we do not have funds readily available for distribution. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

Our qualification as a REIT could be jeopardized as a result of an interest in joint ventures or investment funds.

We may hold certain limited partner or non-managing member interests in partnerships or limited liability companies that are joint ventures or investment funds. If a partnership or limited liability company in which we own an interest takes or expects to take actions that could jeopardize our qualification as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity. In addition, it is possible that a partnership or limited liability company could take an action which could cause us to fail a REIT gross income or asset test, and that we would not become aware of such action in time to dispose of our interest in the partnership or limited liability company or take other corrective action on a timely basis. In that case, we could fail to continue to qualify as a REIT unless we are able to qualify for a statutory REIT “savings” provision, which may require us to pay a significant penalty tax to maintain our REIT qualification.

Distributions paid by REITs do not qualify for the reduced tax rates that apply to other corporate distributions.

The maximum tax rate for “qualified dividends” paid by corporations to non-corporate stockholders is currently 20%. Distributions paid by REITs, however, generally are taxed at ordinary income rates (currently subject to a maximum rate of 37% for non-corporate stockholders), rather than the preferential rate applicable to qualified dividends.

Our qualification as a REIT may depend upon the accuracy of legal opinions or advice rendered or given or statements by the issuers of assets we acquire.

When purchasing securities, we may rely on opinions or advice of counsel for the issuer of such securities, or

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statements made in related offering documents, for purposes of determining, among other things, whether such securities represent debt or equity securities for U.S. federal income tax purposes, the value of such securities, and also to what extent those securities constitute qualified real estate assets for purposes of the REIT asset tests and produce qualified income for purposes of the 75% gross income test. The inaccuracy of any such opinions, advice or statements may adversely affect our ability to qualify as a REIT and result in significant corporate-level tax.

Our charter limits the number of shares a person may own, which may discourage a takeover that could otherwise result in a premium price paid to you.

Our charter, with certain exceptions, authorizes our board of directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. To help us comply with the REIT ownership requirements of the Internal Revenue Code, among other purposes, our charter prohibits a person from directly or constructively owning more than 9.8% in value of the aggregate of the outstanding shares of our stock of any class or series or more than 9.8% in value or number of shares, whichever is more restrictive, of the aggregate of the outstanding shares of our common stock, unless exempted (prospectively or retroactively) by our board of directors. This restriction may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might otherwise provide a premium price for holders of our shares of common stock.

Legislative or regulatory tax changes could adversely affect us or stockholders.

At any time, the federal income tax laws can change. Laws and rules governing REITs or the administrative interpretations of those laws may be amended. Any of those new laws or interpretations may take effect retroactively and could adversely affect us or stockholders.

On November 16, 2017, the U.S. House of Representatives passed the Tax Cuts and Jobs Act (H.R. 1). On December 2, 2017, the Senate passed a different version of the Tax Cuts and Jobs Act. On December 15, 2017, the House and Senate released a Conference report reconciling the House and Senate bills and producing a bill, which was subsequently adopted by both the House and the Senate, and signed into law by the President on December 22, 2017.

The Tax Cuts and Jobs Act made significant changes to the U.S. federal income tax rules for taxation of individuals and corporations. In the case of individuals, the tax brackets were adjusted, the top federal income rate was reduced to 37%, special rules reduce taxation of certain income earned through pass-through entities and reduce the top effective rate applicable to ordinary dividends from REITs to 29.6% (through a 20% deduction for ordinary REIT dividends received that are not “capital gain dividends” or “qualified dividend income,” subject to complex limitations) and various deductions were eliminated or limited, including limiting the deduction for state and local taxes to $10,000 per year. Most of the changes applicable to individuals are temporary and apply only to taxable years beginning after December 31, 2017 and before January 1, 2026. The top corporate income tax rate was reduced to 21%, and the corporate alternative minimum tax was repealed. The deduction of net interest expense is limited for all businesses, other than certain electing businesses, including certain real estate businesses. There are only minor changes to the REIT rules (other than the 20% deduction applicable to individuals for ordinary REIT dividends received). The Tax Cuts and Jobs Act makes numerous other large and small changes to the tax rules that do not affect REITs directly but may affect our stockholders and may indirectly affect us. For example, the Tax Cuts and Jobs Act amended the rules for accrual of income so that income is taken into account no later than when it is taken into account on applicable financial statements, even if financial statements take such income into account before it would accrue under the original issue discount rules, market discount rules or other rules in the Internal Revenue Code. Such rule may cause us to recognize income before receiving any corresponding receipt of cash, which may make it more likely that we could be required to borrow funds or take other action to satisfy the REIT distribution requirements for the taxable year in which such income is recognized, although the precise application of this rule is unclear at this time. In addition, the Tax Cuts and Jobs Act reduced the limit for individual’s mortgage interest expense to interest on $750,000 of mortgages and does not permit deduction of interest on home equity loans (after grandfathering all existing mortgages). Such change and the reduction in deductions for state and local taxes (including property taxes) may adversely affect the residential mortgage markets in which we may invest.

Prospective stockholders are urged to consult with their tax advisors with respect to the Tax Cuts and Jobs Act and any other regulatory or administrative developments and proposals and their potential effect on investment in our common stock.

Retirement Plan Risks

If the fiduciary of an employee benefit plan subject to ERISA (such as a profit sharing, Section 401(k) or pension plan) or an owner of a retirement arrangement subject to Section 4975 of the Internal Revenue Code (such as an IRA) fails to meet the fiduciary and other standards under ERISA or the Internal Revenue Code as a result of an investment in our stock, the fiduciary could be subject to penalties and other sanctions.

There are special considerations that apply to employee benefit plans subject to ERISA (such as profit sharing,

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Section 401(k) or pension plans) and other retirement plans or accounts subject to Section 4975 of the Internal Revenue Code (such as an IRA) that are investing in our shares (each a Benefit Plan). Fiduciaries and IRA owners investing the assets of such a plan or account in our common stock should satisfy themselves that:

• the investment is consistent with their fiduciary and other obligations under ERISA and the Internal Revenue Code;

• the investment is made in accordance with the documents and instruments governing the plan or IRA, including the plan’s or account’s investment policy;

• the investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA and other applicable provisions of ERISA and the Internal Revenue Code;

• the investment in our shares, for which no public market currently exists, is consistent with the liquidity needs of the plan or IRA;

• the investment will not produce an unacceptable amount of “unrelated business taxable income” for the plan or IRA;

• our stockholders will be able to comply with the requirements under ERISA and the Internal Revenue Code to value the assets of the plan or IRA annually; and

• the investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code.

With respect to the annual valuation requirements described above, we will provide an estimated value for our stock annually. Although this estimate will be based upon determinations of the NAV of our shares in accordance with our valuation procedures, no assurance can be given that such estimated value will satisfy the applicable annual valuation requirements under ERISA and the Internal Revenue Code. The Department of Labor or the Internal Revenue Service may determine that a plan fiduciary or an IRA custodian is required to take further steps to determine the value of our common stock. In the absence of an appropriate determination of value, a plan fiduciary or an IRA custodian may be subject to damages, penalties or other sanctions.

On April 8, 2016, the Department of Labor issued a final regulation relating to the definition of a fiduciary under ERISA and Section 4975 of the Internal Revenue Code. The final regulation broadens the definition of fiduciary and is accompanied by new and revised prohibited transaction exemptions relating to investments by employee benefit plans subject to ERISA, plans and accounts described in Section 4975 of the Internal Revenue Code and entities with assets that constitute the forgoing. The final regulation took effect on June 9, 2017, and the Department of Labor has announced that it is proposing to delay the implementation of the various prohibited transaction exemptions and that these exemptions would remain subject to transition rules through July 1, 2019. The final regulation and the accompanying exemptions are complex. Plan fiduciaries and the beneficial owners of IRAs are urged to consult with their own advisors regarding this development.

Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA and the Internal Revenue Code may result in the imposition of civil and criminal penalties and could subject the fiduciary to claims for damages or for equitable remedies, including liability for investment losses. In addition, if an investment in our shares constitutes a prohibited transaction under ERISA or the Internal Revenue Code, the fiduciary or IRA owner who authorized or directed the investment may be subject to the imposition of excise taxes with respect to the amount invested. In addition, the investment transaction must be undone. In the case of a prohibited transaction involving an IRA owner, the IRA may be disqualified as a tax-exempt account and all of the assets of the IRA may be deemed distributed and subjected to tax. ERISA plan fiduciaries and IRA owners should consult with counsel before making an investment in our common stock.

If our assets are deemed to be plan assets, the advisor and we may be exposed to liabilities under Title I of ERISA and the Internal Revenue Code.

In some circumstances where an ERISA plan holds an interest in an entity, the assets of the entity are deemed to be ERISA plan assets unless an exception applies. This is known as the “look-through rule.” Under those circumstances, the obligations and other responsibilities of plan sponsors, plan fiduciaries and plan administrators, and of parties in interest and disqualified persons, under Title I of ERISA or Section 4975 of the Internal Revenue Code, may be applicable, and there may be liability under these and other provisions of ERISA and the Internal Revenue Code. We believe that our assets should not be treated as plan assets because the shares should qualify as “publicly-offered securities” that are exempt from the look-through rules under applicable Treasury Regulations. We note, however, that because certain limitations are imposed upon the transferability of shares so that we may qualify as a REIT, and perhaps for other reasons, it is possible that this exemption may not apply. If that is the case, and if the advisor or we are exposed to liability under ERISA or the Internal Revenue Code, our performance and results of operations could be adversely affected. Prior to making an investment in us, you should consult with your legal and other advisors concerning the impact of ERISA and the Internal Revenue Code on your investment and our performance.

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See “ERISA Considerations” for a more complete discussion of the foregoing issues and other risks associated with an investment in shares of our common stock by retirement plans.

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ESTIMATED USE OF PROCEEDS

The following table presents information about how we intend to use the proceeds raised in this offering assuming that we sell the maximum primary offering amount of $750,000,000 and the maximum dividend reinvestment plan offering amount of $250,000,000. The table assumes 1/6 of primary offering gross proceeds come from sales of Class T shares, 1/6 of primary offering gross proceeds come from sales of Class S shares, 1/3 of primary offering gross proceeds come from sales of Class D shares and 1/3 of primary offering gross proceeds come from sales of Class I shares. Because no sales commissions or dealer manager fees are paid on shares sold in the dividend reinvestment plan, it is not necessary to make any assumptions regarding the number of shares of each class sold in the dividend reinvestment plan. We are offering up to $750,000,000 of shares of our common stock in our primary offering, and up to $250,000,000 of shares of our common stock in our dividend reinvestment plan, in any combination of our shares. We may reallocate the shares of our common stock we are offering between the primary offering and our dividend reinvestment plan.

The actual amount of selling commissions and the dealer manager fee will vary from the estimated amounts shown because (1) the number of shares of each class that we will sell is uncertain, (2) our shares will be sold at a price that varies month by month based on our monthly NAV per share for that class of shares and actual selling commissions and the dealer manager fee per Class T and Class S shares, as applicable, will be a percentage of the transaction price per such Class T or Class S share, as applicable, in our primary offering and (3) the selling commission and the dealer manager fee may be reduced or eliminated in connection with certain categories of sales, such as sales for which a volume discount applies. Any reduction in selling commissions will be accompanied by a corresponding reduction in the per share purchase price, but will not affect the net proceeds available to us. Because amounts in this table are estimates, they may not accurately reflect the actual receipt or use of the offering proceeds.

We intend to use the net proceeds from this offering, which are not used to pay the fees and other expenses attributable to our operations: (1) to make investments in accordance with our investment strategy and policies; (2) to provide liquidity to our stockholders and (3) for other general corporate purposes (which may include repayment of our debt or any other corporate purposes we deem appropriate). We may use the proceeds of this offering to fund stockholder distributions, although we do not currently intend to do so. The specific amounts of the net proceeds that are used for such purposes, and the priority of such uses, will depend on the amount of proceeds raised in this offering, the timing of our receipt of such proceeds and the best uses of the proceeds at such time. The figures presented below are estimates based on numerous assumptions. The actual percentage of net proceeds available to use will depend on a number of factors, including the amount of capital we raise and the actual offering costs. For example, if we raise less than the maximum offering amount, we would expect the percentage of net offering proceeds available to us to be less (and may be substantially less) than that set forth below because many offering costs are fixed and do not depend on the amount of capital raised in the offering.

	Maximum Offering of $1,000,000,000
	Amounts		Percent
Gross Offering Proceeds	$	1,000,000,000		100.00%
Less:
Upfront Selling Commissions and Dealer Manager Fees(1)	$	8,454,106		0.85%
Organization and Other Offering Expenses(2)	$	15,473,863		1.55%
Net Offering Proceeds(3)	$	976,072,031		97.60%

⁽¹⁾  The table assumes that 1/6 of primary offering gross proceeds come from sales of Class T shares, 1/6 of primary offering gross proceeds come from sales of Class S shares, 1/3 of primary offering gross proceeds come from sales of Class D shares and 1/3 of primary offering gross proceeds come from sales of Class I shares. Because no sales commissions or dealer manager fees are paid on shares sold in the dividend reinvestment plan, it is not necessary to make any assumptions regarding the number of shares of each class sold in the dividend reinvestment plan. The actual selling commissions and dealer manager fees that will be paid on shares may be higher or lower due to rounding. For each purchase, the total per share purchase price will be calculated by adding the applicable selling commission and the dealer manager fee to the transaction price per share for such class and rounding to four decimal places. Selling commissions and dealer manager fees presented in the table reflect that no selling commissions are paid with respect to Class D shares, Class I shares or on dividend reinvestment plan shares, and no dealer manager fees are paid with respect to Class S shares, Class D shares, Class I shares or on dividend reinvestment plan shares. This table excludes the distribution fee, which will be paid over time and will not be paid from offering proceeds. Subject to FINRA limitations on underwriting compensation, we pay our dealer manager (1) a distribution fee equal to 0.85% per annum of the aggregate NAV of our outstanding Class T shares, consisting of an advisor distribution fee and a dealer distribution fee, (2) a distribution fee equal to 0.85% per annum of the aggregate NAV of our outstanding Class S shares and (3) a distribution fee equal to equal to 0.30% per annum of the aggregate NAV of our outstanding Class D shares. We will cease paying the distribution fees with respect to individual Class T, Class S and Class D shares when they are no longer outstanding, including as a result of conversion to Class I shares. See “Plan of Distribution—Underwriting Compensation.”

⁽²⁾  Organization and other offering expenses include all expenses to be paid or reimbursed by us in connection with this primary offering, excluding selling commissions, the dealer manager fee and the distribution fee. Organization and other offering expenses include our legal, accounting, printing, mailing and filing fees, charges of our transfer agent, charges of our advisor and/or transfer agent for administrative services related to the issuance of shares in this offering, reimbursement of bona fide due diligence expenses of broker-dealers, reimbursement of our advisor for costs in connection with preparing supplemental sales materials, the cost of bona fide training and education meetings held by us (primarily the travel, meal and lodging costs of registered representatives of broker-dealers), attendance and sponsorship fees payable to participating broker-dealers hosting

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retail seminars and travel, meal and lodging costs for registered persons associated with our dealer manager and officers and employees of our affiliates to attend retail seminars conducted by broker-dealers, legal fees of our dealer manager and promotional items. We will not reimburse our dealer manager for wholesaling compensation expenses.

⁽³⁾  Generally, the net offering proceeds will be available (1) to make investments in accordance with our investment strategy and policies; (2) to fund redemptions under our share redemption program; and (3) for other general corporate purposes (which may include repayment of our debt). Upfront selling commissions and dealer manager fees, which are effectively paid by purchasers of shares in the primary offering at the time of purchase, because the purchase price of such shares is equal to the transaction price, which generally equals the most recently disclosed monthly NAV per share, plus the upfront selling commissions and dealer manager fees, have no effect on the NAV of any class. Accordingly, if we fund additional organization and offering expenses entirely out of cash flow from operations (which would not reduce the net offering proceeds), then as a percentage of the NAV of the shares sold (measured as of the date of sale), approximately 99.15% of the proceeds will be available to us.

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MANAGEMENT

Board of Directors

We operate under the direction of our board of directors, the members of which are accountable to us and our stockholders as fiduciaries. The board is responsible for the management and control of our affairs. The board has retained KBS Capital Advisors to manage our day-to-day operations and our portfolio of opportunistic real estate, real estate-related loans, real estate-related debt securities and other real estate-related investments, subject to the board’s supervision. Because of the conflicts of interest created by the relationships among us, KBS Capital Advisors and various affiliates, many of the responsibilities of the board have been delegated to a committee that consists solely of independent directors. This committee is the conflicts committee and is discussed below and under “Conflicts of Interest.”

We have three independent directors. An “independent director” is a person who is not one of our officers or employees or an officer or employee of KBS Capital Advisors or its affiliates, has not been so for the previous two years and meets the other requirements set forth in our charter. Our independent directors also meet the director independence standards of the New York Stock Exchange.

Each director will serve until the next annual meeting of stockholders and until his successor has been duly elected and qualified. The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at any stockholder meeting constitutes a quorum. With respect to the election of directors, each candidate nominated for election to the board of directors must receive a majority of the votes present, in person or by proxy, in order to be elected. Therefore, if a nominee receives fewer “for” votes than “withhold” votes in an election, then the nominee will not be elected.

Although our board of directors may increase or decrease the number of directors, a decrease may not have the effect of shortening the term of any incumbent director. Any director may resign at any time or may be removed with or without cause by the stockholders upon the affirmative vote of at least a majority of all the votes entitled to be cast at a meeting called for the purpose of the proposed removal. The notice of the meeting will indicate that the purpose, or one of the purposes, of the meeting is to determine if the director shall be removed.

Unless otherwise provided by Maryland law, the board of directors is responsible for selecting its own nominees and recommending them for election by the stockholders, provided that the conflicts committee nominates replacements for any vacancies among the independent director positions. Unless filled by a vote of the stockholders as permitted by the Maryland General Corporation Law, a vacancy that results from the removal of a director will be filled by a vote of a majority of the remaining directors. Any vacancy on the board of directors for any other cause will be filled by a majority of the remaining directors, even if such majority is less than a quorum.

Our directors are accountable to us and our stockholders as fiduciaries. This means that our directors must perform their duties in good faith and in a manner each director believes to be in our and our stockholders’ best interests. Further, our directors must act with such care as a prudent person in a similar position would use under similar circumstances, including exercising reasonable inquiry when taking actions. However, our directors and executive officers are not required to devote all of their time to our business and must only devote such time to our affairs as their duties may require. We do not expect that our directors will be required to devote a substantial portion of their time to us in discharging their duties.

In addition to meetings of the various committees of the board, which committees we describe below, we expect our directors to hold at least four regular board meetings each year. Our board has the authority to fix the compensation of all officers that it selects and may pay compensation to directors for services rendered to us in any other capacity, although we expect our conflicts committee would act on these matters.

Our general investment and borrowing policies are set forth in this prospectus. Our directors may establish further written policies on investments and borrowings and monitor our administrative procedures, investment operations and performance to ensure that our executive officers and advisor follow these policies and that these policies continue to be in the best interests of our stockholders. Unless modified by our directors, we will follow the policies on investments and borrowings set forth in this prospectus.

Committees of the Board of Directors

Our board of directors may delegate many of its powers to one or more committees. Our charter requires that each committee consist of at least a majority of independent directors, and our board has two committees, the audit committee and the conflicts committee, that consist solely of independent directors.

Audit Committee

Our board of directors has established an audit committee that consists solely of independent directors. The audit committee assists the board in overseeing:

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• our accounting and financial reporting processes;

• the integrity and audits of our financial statements;

• our compliance with legal and regulatory requirements;

• the qualifications and independence of our independent auditors; and

• the performance of our internal and independent auditors.

The audit committee selects the independent public accountants to audit our annual financial statements, reviews with the independent public accountants the plans and results of the audit engagement and considers and approves the audit and non-audit services and fees provided by the independent public accountants. The members of the audit committee are William M. Petak, Eric J. Smith and Kenneth G. Yee.

Conflicts Committee

In order to reduce or eliminate certain potential conflicts of interest, our charter creates a conflicts committee of our board of directors consisting solely of all of our independent directors, that is, all of our directors who are not affiliated with our advisor. Our charter authorizes the conflicts committee to act on any matter permitted under Maryland law. Both the board of directors and the conflicts committee must act upon those conflict-of-interest matters that cannot be delegated to a committee under Maryland law. Our charter also empowers the conflicts committee to retain its own legal and financial advisors. See “Conflicts of Interest — Certain Conflict Resolution Measures.”

Our charter requires that the conflicts committee discharge the board’s responsibilities relating to the nomination of independent directors and the compensation of our independent directors. Our conflicts committee also discharges the board’s responsibilities relating to the compensation of our executives. Subject to the limitations in our charter and with stockholder approval, the conflicts committee may also create stock-award plans.

Executive Officers and Directors

We have provided below certain information about our executive officers and directors.

Name*	Age**	Positions
Keith D. Hall	59	Chief Executive Officer and Director
Peter McMillan III	60	Chairman of the Board, President and Director
Jeffrey K. Waldvogel	40	Chief Financial Officer, Treasurer and Secretary
Stacie K. Yamane	53	Chief Accounting Officer
William M. Petak	56	Independent Director
Eric J. Smith	60	Independent Director
Kenneth G. Yee	58	Independent Director

* The address of each executive officer and director listed is 800 Newport Center Drive, Suite 700, Newport Beach, California 92660.

** As of December 7, 2017.

Keith D. Hall is our Chief Executive Officer and one of our directors, positions he has held since December 2008 and October 2008, respectively. He is also an Executive Vice President of KBS REIT I, KBS REIT II, KBS REIT III and KBS Growth & Income REIT, positions he has held for these entities since June 2005, August 2007, January 2010 and January 2015, respectively, and is the Chief Executive Officer and a director of KBS Strategic Opportunity REIT II, positions he has held since February 2013. In addition, Mr. Hall is a sponsor of our company, KBS REIT I, KBS REIT II, KBS REIT III, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT, which were formed in 2008, 2005, 2007, 2009, 2009, 2013, 2014 and 2015, respectively. Mr. Hall owns and controls a 50% interest in GKP Holding LLC. GKP Holding owns a 33 1/3% interest in KBS Holdings LLC, which is the sole owner of our advisor and our dealer manager. All four of our sponsors, Messrs. Bren, Hall, McMillan and Schreiber, actively participate in the management and operations of our advisor.

Mr. Hall is a co-founder of Willowbrook Capital Group, LLC, an asset management company. Prior to forming Willowbrook in 2000, Mr. Hall was a Managing Director at CS First Boston, where he managed the distribution strategy and

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business development for the Principal Transaction Group’s $18.0 billion real estate securities portfolio. Mr. Hall’s two primary business unit responsibilities were Mezzanine Lending and Commercial Real Estate Development. Before joining CS First Boston in 1996, he served as a Director in the Real Estate Products Group at Nomura Securities, with responsibility for the company’s $6.0 billion annual pipeline of fixed-income, commercial mortgage-backed securities. During the 1980s, Mr. Hall was a Senior Vice President in the High Yield Department of Drexel Burnham Lambert’s Beverly Hills office, where he was responsible for distribution of the group’s high-yield real estate securities. Mr. Hall received a Bachelor of Arts Degree with honors in Finance from California State University, Sacramento.

Our board of directors has concluded that Mr. Hall is qualified to serve as one of our directors for reasons including his expertise in the real estate finance markets and his expertise with real estate-related investments. With over 30 years of experience investing in and managing real estate-related investments, Mr. Hall has the depth and breadth of experience to implement our business strategy. As an executive officer and principal of our advisor, Mr. Hall is able to direct the board of directors to the critical issues facing our company.

Peter McMillan III is our President, the Chairman of the Board and one of our directors, positions he has held since December 2008. He is also an Executive Vice President, Treasurer, Secretary and a director of KBS REIT I, KBS REIT II and KBS REIT III, an Executive Vice President of KBS Legacy Partners Apartment REIT, and the President, Chairman of the Board and a director of KBS Strategic Opportunity REIT II, positions he has held for these entities since June 2005, August 2007, January 2010, August 2009 and February 2013, respectively. From January 2015 through February 2017, Mr. McMillan was an Executive Vice President, the Treasurer and Secretary and a director of KBS Growth & Income REIT. In addition, Mr. McMillan is a sponsor of our company, KBS REIT I, KBS REIT II, KBS REIT III, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT, which were formed in 2008, 2005, 2007, 2009, 2009, 2013, 2014 and 2015, respectively. Mr. McMillan owns and controls a 50% interest in GKP Holding LLC. GKP Holding owns a 33 1/3% interest in KBS Holdings LLC, which is the sole owner of our advisor and the owner of our dealer manager. All four of our sponsors, Messrs. Bren, Hall, McMillan and Schreiber, actively participate in the management and operations of our advisor. Mr. McMillan is also a member of the investment committee formed by our advisor to evaluate and authorize new investment opportunities for us.

Mr. McMillan is a Partner and co-owner of Temescal Canyon Partners LP, an investment advisor formed in 2013 to manage a multi-strategy hedge fund on behalf of investors. Mr. McMillan is also a co-founder and the Managing Partner of Willowbrook Capital Group, LLC, an asset management company. Prior to forming Willowbrook in 2000, Mr. McMillan served as an Executive Vice President and Chief Investment Officer of SunAmerica Investments, Inc., which was later acquired by AIG. As Chief Investment Officer, he was responsible for over $75.0 billion in assets, including residential and commercial mortgage-backed securities, public and private investment grade and non-investment grade corporate bonds and commercial mortgage loans and real estate investments. Before joining SunAmerica in 1989, he served as Assistant Vice President for Aetna Life Insurance and Annuity Company with responsibility for the company’s $6.0 billion fixed income portfolios. Mr. McMillan received his Master of Business Administration in Finance from the Wharton Graduate School of Business at the University of Pennsylvania and his Bachelor of Arts Degree with honors in Economics from Clark University. Mr. McMillan is a member of the board of directors of TCW Funds, Inc. and TCW Strategic Income Fund, Inc., is chairman of the board of trustees of TCW Alternative Funds and is a member of the board of trustees of Metropolitan West Funds.

Our board of directors has concluded that Mr. McMillan is qualified to serve as one of our directors and the Chairman of the Board for reasons including his expertise in real estate finance and with real estate-related investments. With over 30 years of experience investing in and managing real estate-related debt investments, Mr. McMillan offers insights and perspective with respect to our real estate-related investment portfolio as well as our real estate portfolio. As one of our executive officers and a principal of our advisor, Mr. McMillan is also able to direct the board of directors to the critical issues facing our company. Further, his experiences as a director of KBS REIT I, KBS REIT II, KBS REIT III, KBS Strategic Opportunity REIT II, Metropolitan West Funds, TCW Mutual Funds and TCW Alternative Funds, and as a former director of KBS Growth & Income REIT and Steinway Musical Instruments, Inc., provide him with an understanding of the requirements of serving on a public company board and qualify him to serve as the chairman of the board of directors.

Jeffrey K. Waldvogel is our Chief Financial Officer, Treasurer and Secretary, positions he has held since June 2015. He is the Chief Financial Officer of our advisor, KBS REIT I, KBS REIT II, KBS REIT III and KBS Growth & Income REIT, positions he has held for these entities since June 2015. He is also the Chief Financial Officer, Treasurer and Secretary of KBS Legacy Partners Apartment REIT and KBS Strategic Opportunity REIT II, positions he has held for these entities since June 2015. Mr. Waldvogel is a member of the investment committee formed by our advisor to evaluate and recommend new investment opportunities for us.

Mr. Waldvogel has been employed by an affiliate of our advisor since November 2010. With respect to the KBS-sponsored REITs advised by our advisor, he served as the Director of Finance and Reporting from July 2012 to June 2015 and as the VP Controller Technical Accounting from November 2010 to July 2012. In these roles, Mr. Waldvogel was

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responsible for overseeing internal and external financial reporting, valuation analysis, financial analysis, REIT compliance, debt compliance and reporting, and technical accounting.

Prior to joining an affiliate of KBS Realty Advisors in 2010, Mr. Waldvogel was an audit senior manager at Ernst & Young LLP. During his eight years at Ernst & Young LLP, where he worked from October 2002 to October 2010, Mr. Waldvogel performed or supervised various auditing engagements, including the audit of financial statements presented in accordance with U.S. generally accepted accounting principles (“GAAP”), as well as financial statements prepared on a tax basis. These auditing engagements were for clients in a variety of industries, with a significant focus on clients in the real estate industry.

In April 2002, Mr. Waldvogel received a Master of Accountancy Degree and Bachelor of Science from Brigham Young University in Provo, Utah. Mr. Waldvogel is a Certified Public Accountant (California).

Stacie K. Yamane is our Chief Accounting Officer, a position she has held since August 2009. Ms. Yamane is also the Chief Accounting Officer, Portfolio Accounting of our advisor and Chief Accounting Officer of KBS REIT I, KBS REIT II, KBS REIT III, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT, positions she has held for these entities since October 2008, October 2008, October 2008, January 2010, August 2009, February 2013 and January 2015, respectively. From July 2007 until December 2008, Ms. Yamane served as the Chief Financial Officer of KBS REIT II and from July 2007 to October 2008 she served as Controller of KBS REIT II; from October 2004 to October 2008, Ms. Yamane served as Fund Controller of our advisor; from June 2005 to December 2008, she served as Chief Financial Officer of KBS REIT I; and from June 2005 to October 2008, she served as Controller of KBS REIT I.

Ms. Yamane also serves as Senior Vice President/Controller, Portfolio Accounting for KBS Realty Advisors LLC, a position she has held since 2004. She served as a Vice President/Portfolio Accounting with KBS-affiliated investment advisors from 1995 to 2004. At KBS Realty Advisors, from 2004 through 2015, Ms. Yamane was responsible for client accounting/reporting for two real estate portfolios. These portfolios consisted of industrial, office and retail properties as well as land parcels. Ms. Yamane worked closely with portfolio managers, asset managers, property managers and clients to ensure the completion of timely and accurate accounting, budgeting and financial reporting. In addition, she assisted in the supervision and management of KBS Realty Advisors’ accounting department.

Prior to joining an affiliate of KBS Realty Advisors in 1995, Ms. Yamane was an audit manager at Kenneth Leventhal & Company, a CPA firm specializing in real estate. During her eight years at Kenneth Leventhal & Company, Ms. Yamane performed or supervised a variety of auditing, accounting and consulting engagements including the audit of financial statements presented in accordance with GAAP, as well as financial statements presented on a cash and tax basis, the valuation of asset portfolios and the review and analysis of internal control systems. Her experiences with various KBS-affiliated entities and Kenneth Leventhal & Company give her over 25 years of real estate experience.

Ms. Yamane received a Bachelor of Arts Degree in Business Administration with a dual concentration in Accounting and Management Information Systems from California State University, Fullerton. She is a Certified Public Accountant (inactive California).

William M. Petak is one of our independent directors, a position he has held since October 2009. He is also an independent director and chair of the conflicts committee of KBS Strategic Opportunity REIT II, positions he has held since April 2014. Since April 2009, Mr. Petak has served as the Managing Principal of CorAmerica Capital, LLC, a commercial real estate loan investment manager. CorAmerica Capital was established to acquire discounted performing mortgage and real estate-related assets as well as originate new real estate investments. Mr. Petak has over 30 years of experience in the real estate industry and 20 years of experience investing in real estate-related debt investments. From January 2005 to April 2009, Mr. Petak served as Senior Vice President and Director for AIG Mortgage Capital, LLC, a subsidiary of American International Group, Inc. (AIG). Mr. Petak also served as National Head of Mortgage Lending and Real Estate for the retirement services company, SunAmerica, Inc., from January 1999 to August 2001, and served as Managing Director for AIG Investments, Inc. as well as National Head of Mortgage Lending and Real Estate for both SunAmerica and the life insurance company American General from August 2001 to April 2009.

Both SunAmerica and American General were acquired by AIG in 1999 and 2001, respectively, and were managed on a mutually exclusive basis. Mr. Petak joined AIG with the merger of SunAmerica with AIG in 1999. Ultimately, Mr. Petak was responsible for AIG Mortgage Capital’s regulated insurance portfolios’ fixed income real estate investments nationwide. He served on both the Securitized Products Group Committee and Global Asset Allocation Committee for the regulated insurance companies of AIG.

Prior to joining AIG in 1999, Mr. Petak was SunAmerica Investments’ Senior Vice President. Mr. Petak was responsible for SunAmerica’s national mortgage lending and real estate investments as well as its leveraged lease real estate

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acquisitions. From 1996 to 2007, Mr. Petak served as a Loan Committee member and as a member of the board of directors for GreenPark Financial, one of the nation’s largest Fannie Mae DUS lenders. From 1983 to 1989, he worked with Pacific Financial Group, a privately held Beverly Hills real estate investment company, as Vice President of Acquisitions.

Mr. Petak is a graduate of the University of Southern California with a Bachelor of Science in Finance and Business Economics. He is a member of the Mortgage Bankers Association, the Commercial Mortgage Securities Association, the CRE Financial Council, Life Mortgage and Real Estate Officer Council and the President’s Council of the Real Estate Roundtable. Mr. Petak is a founding member of the Richard S. Ziman Center for Real Estate at the UCLA Anderson School of Management. He currently is Chairman Emeritus of the Center and previously served as its Chairman.

Our board of directors has concluded that Mr. Petak is qualified to serve as one of our independent directors for reasons including his expertise in the real estate finance markets. With over 30 years of experience in the real estate industry and over 20 years of experience investing in real estate-related debt, Mr. Petak offers insights and perspective with respect to our investment portfolio. Further, as a director and chair of the conflicts committee of KBS Strategic Opportunity REIT II and as a member of the Mortgage Bankers Association, the Commercial Mortgage Securities Association, the CRE Financial Council, the Life Mortgage and Real Estate Officer Council, the President’s Council of the Real Estate Roundtable and a founding member, current Chairman Emeritus and past Chairman of the Richard S. Ziman Center for Real Estate at the UCLA Anderson School of Management, Mr. Petak is regularly and actively engaged in both the professional and academic community.

Eric J. Smith is one of our independent directors and is the chairman of the conflicts committee, positions he has held since October 2009. Mr. Smith has over 30 years of experience in the real estate finance industry. From January 2014 through November 2017, Mr. Smith served as Managing Director for Situs Group, LLC, a firm that provides commercial real estate advisory services and solutions. From March 2012 to January 2013, Mr. Smith served as Managing Director—Sales for Loan Value Group, a firm that works with holders of residential mortgage risk to reduce their exposure to borrower strategic default. From 1985 to 2009, Mr. Smith was employed by the Credit Suisse Group and its predecessor firms. From September 2004 to February 2009, he was the Managing Director, Fixed Income Sales for the Securitized Products unit. From 2002 to September 2004, he was Managing Director and San Francisco Branch Manager, Fixed Income Sales. From 1998 to 2002, he was Director, Fixed Income Sales. From 1985 to 1998, he was Vice President, Fixed Income Sales. While at Credit Suisse and its predecessor firms, he was responsible for the acquisition and disposition of residential and commercial whole loans, public and private investment grade and non-investment grade residential and commercial mortgage-backed securities and CDOs. He also executed trades in U.S. government securities, asset-backed securities, corporate bonds and repurchase lending. Prior to working for Credit Suisse and its predecessor firms, Mr. Smith was with Farmer’s Savings as a regional director for real estate mortgage acquisitions and with Wells Fargo Mortgage as a Vice President in their Secondary Mortgage Division. Mr. Smith received a Bachelor of Science in Finance from California State University Sacramento. Mr. Smith holds FINRA Series 7 and 63 licenses.

Our board of directors has concluded that Mr. Smith is qualified to serve as one of our independent directors and the chairman of the conflicts committee for reasons including his expertise in the real estate finance markets. Mr. Smith has experience with a broad range of debt-related investments, including residential and commercial whole loans, public and private investment grade and non-investment grade residential and commercial mortgage-backed securities, U.S. government securities, asset-backed securities and repurchase lending. With over 30 years of experience in the real estate finance industry, Mr. Smith’s knowledge and expertise of the real estate finance market complement that of the other board members.

Kenneth G. Yee is one of our independent director, a position he has held since April 2017. He is also an independent director of KBS Strategic Opportunity REIT II, a position he has held since April 2017. Since 2000, Mr. Yee has been the President and Chief Executive Officer of Ridgecrest Capital, Inc., a real estate financial advisory services and structured finance firm. Mr. Yee previously served in the same positions for Ridgecrest Capital, Inc. from 1992 to 1997. From 2007 to June 2011, Mr. Yee was also the managing director of Cappello Capital Corp., where he was responsible for sourcing, evaluating, structuring and placing transactions relating to domestic and international real estate equity and debt, and small and middle market corporate capital raising and mergers and acquisitions. Mr. Yee served as Senior Vice President of Acquisitions for Imperial Credit Commercial Mortgage Investment Corp from 1998 to 1999. From 1990 to 1991, Mr. Yee served as Vice President and Controller for Secured Capital Corp. (now known as Eastdil Secured LLC, a division of Wells Fargo), a real estate advisory and investment banking firm. Prior to that, he was a Vice President at Drexel Burnham Lambert from 1987 to 1990. From 1986 to 1987, Mr. Yee was an associate consultant for Kenneth Leventhal & Company, a real estate consulting and public accounting firm. Mr. Yee was a financial analyst with Deseret Pacific Mortgage from 1985 to 1986 and he was a senior accountant with Ernst & Whinney, a public accounting firm, from 1982 to 1985.

Mr. Yee received Bachelor of Science in Business Administration, Master of Business Administration and Master of Business Taxation degrees from the University of Southern California. He also received a Master of Science in Real Estate

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Development degree from the Massachusetts Institute of Technology and a Juris Doctor degree from the University of California, Los Angeles. Mr. Yee is a Chartered Financial Analyst, a Certified Public Accountant, a licensed attorney and a licensed real estate broker.

Our board of directors has concluded that Mr. Yee is qualified to serve as one of our independent directors for reasons including his expertise with respect to real estate equity and debt transactions and accounting matters. With almost 25 years of experience with real estate equity and debt transactions, Mr. Yee is well-positioned to advise the board with respect to potential investment opportunities and investment management. In addition, with over 30 years of experience as a Certified Public Accountant, Mr. Yee provides our board of directors with substantial expertise regarding real estate accounting and financial reporting matters.

Compensation of Directors

We compensate each of our independent directors with an annual retainer of $40,000. In addition, we pay independent directors for attending board and committee meetings as follows:

• $2,500 in cash for each board meeting attended.

• $2,500 in cash for each committee meeting attended, except that the chairman of the committee is paid $3,000 for each meeting attended.

• $2,000 in cash for each teleconference meeting of the board.

• $2,000 in cash for each teleconference meeting of any committee, except that the chairman of the committee is paid $3,000 for each teleconference meeting of the committee.

All directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of the board of directors. If a director is also one of our officers, we do not pay any compensation for services rendered as a director.

Limited Liability and Indemnification of Directors, Officers, Employees and Other Agents

Our charter limits the liability of our directors and officers to us and our stockholders for monetary damages and requires us to indemnify our directors, officers, KBS Capital Advisors and its affiliates for losses they may incur by reason of their service in that capacity if all of the following conditions are met:

• the party seeking exculpation or indemnification has determined, in good faith, that the course of conduct that caused the loss or liability was in our best interests;

• the party seeking exculpation or indemnification was acting on our behalf or performing services for us;

• in the case of an independent director, the liability or loss was not the result of gross negligence or willful misconduct by the independent director;

• in the case of a non-independent director, KBS Capital Advisors or one of its affiliates, the liability or loss was not the result of negligence or misconduct by the party seeking exculpation or indemnification; and

• the indemnification is recoverable only out of our net assets and not from the common stockholders.

The SEC takes the position that indemnification against liabilities arising under the Securities Act of 1933, as amended, is against public policy and unenforceable. Furthermore, our charter prohibits the indemnification of our directors, KBS Capital Advisors, its affiliates or any person acting as a broker-dealer for liabilities arising from or out of a violation of state or federal securities laws, unless one or more of the following conditions are met:

• there has been a successful adjudication on the merits of each count involving alleged securities law violations;

• such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction; or

• a court of competent jurisdiction approves a settlement of the claims against the indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which the securities were offered as to indemnification for violations of securities laws.

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Our charter further provides that the advancement of funds to our directors and to KBS Capital Advisors and its affiliates for reasonable legal expenses and other costs incurred in advance of the final disposition of a proceeding for which indemnification is being sought is permissible only if all of the following conditions are satisfied: the proceeding relates to acts or omissions with respect to the performance of duties or services on our behalf; the legal proceeding was initiated by a third party who is not a common stockholder or, if by a common stockholder acting in his or her capacity as such, a court of competent jurisdiction approves such advancement; and the person seeking the advancement undertakes to repay the amount paid or reimbursed by us, together with the applicable legal rate of interest thereon, if it is ultimately determined that such person is not entitled to indemnification.

We have also purchased and maintain insurance on behalf of all of our directors and officers against liability asserted against or incurred by them in their official capacities with us, whether or not we are required or have the power to indemnify them against the same liability.

The Advisor

Our advisor is KBS Capital Advisors LLC, a limited liability company formed in the State of Delaware on October 18, 2004. KBS Capital Advisors is registered as an investment adviser with the SEC. As our advisor, KBS Capital Advisors has contractual and fiduciary responsibilities to us and our stockholders.

Peter M. Bren and Charles J. Schreiber, Jr. indirectly own a controlling interest in and are two of the managers of KBS Capital Advisors. Keith D. Hall and Peter McMillan III also indirectly own an ownership interest in KBS Capital Advisors and together, through GKP Holding LLC, act as the third manager of KBS Capital Advisors. Messrs. Bren, Hall, McMillan and Schreiber all actively participate in the management and operations of our advisor. For more information regarding the background and experience of Messrs. Bren, Hall, McMillan and Schreiber, see “Management—Executive Officers and Directors” and “—Other Affiliates—Our Sponsors.”

Below is a brief description of the background and experience of the key real estate professionals at KBS Capital Advisors who are not also one of our executive officers.

Peter M. Bren is the Chairman of the Board and President of our advisor, KBS Capital Advisors, and President of KBS REIT I, KBS REIT II, KBS REIT III and KBS Growth & Income REIT, positions he has held for these entities since October 2004, June 2005, August 2007, January 2010 and January 2015, respectively. Mr. Bren is President and a director of KBS Legacy Partners Apartment REIT, positions he has held since August 2009 and July 2009, respectively. In addition, Mr. Bren is a sponsor of our company, KBS REIT I, KBS REIT II, KBS REIT III, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT, which were formed in 2008, 2005, 2007, 2009, 2009, 2013 and 2015, respectively. Other than de minimis amounts owned by family members or family trusts, Mr. Bren indirectly owns and controls a 33 1/3% interest in KBS Holdings LLC, which is the sole owner of our advisor and our dealer manager. All four of our sponsors, Messrs. Bren, Hall, McMillan and Schreiber, actively participate in the management and operations of our advisor.

Mr. Bren is Chairman of the Board and President of KBS Realty Advisors LLC and is a principal of Koll Bren Schreiber Realty Advisors, Inc., each an active and nationally recognized real estate investment advisor. These entities are registered as investment advisers with the SEC. The first investment advisor affiliated with Messrs. Bren and Schreiber was formed in 1992. As of December 31, 2016, KBS Realty Advisors, together with KBS affiliates, including KBS Capital Advisors, had been involved in the investment in or management of approximately $23.0 billion of real estate investments on behalf of institutional investors, including public and private pension plans, endowments and foundations, institutional and sovereign wealth funds, and the investors in us, KBS REIT I, KBS REIT II, KBS REIT III, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT.

Mr. Bren oversees all aspects of KBS Capital Advisors’ and KBS Realty Advisors’ operations, including the acquisition, management and disposition of individual investments and portfolios of investments for KBS-sponsored programs and KBS-advised investors. He also directs all facets of KBS Capital Advisors’ and KBS Realty Advisors’ business activities and is responsible for investor relationships. Mr. Bren is a member of the investment committee formed by KBS Capital Advisors to evaluate and recommend new investment opportunities for us.

Mr. Bren has been involved in real estate development, management, acquisition, disposition and financing for more than 40 years and with the acquisition, origination, management, disposition and financing of real estate-related debt investments for more than 30 years. Prior to taking his current positions as Chairman of the Board and President of KBS Capital Advisors and KBS Realty Advisors, he served as the President of The Bren Company, was a Senior Partner of Lincoln Property Company and was President of Lincoln Property Company, Europe. Mr. Bren is also a founding member of the Richard S. Ziman Center for Real Estate at the UCLA Anderson School of Management. He is also a member of the Real Estate Roundtable in Washington, D.C.

Charles J. Schreiber, Jr. is the Chief Executive Officer of our advisor, a position he has held since October 2004.

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He is also the Chairman of the Board, Chief Executive Officer and a director of KBS REIT I and KBS Growth & Income REIT, positions he has held for these entities since June 2005 and January 2015, respectively. He is also the Chairman of the Board, Chief Executive Officer and a director of KBS REIT II, positions he has held since August 2007, August 2007 and July 2007, respectively. He is also the Chairman of the Board, Chief Executive Officer and a director of KBS REIT III, positions he has held since January 2010, January 2010 and December 2009, respectively. In addition, Mr. Schreiber is a sponsor of our company, KBS REIT I, KBS REIT II, KBS REIT III, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT, which were formed in 2008, 2005, 2007, 2009, 2009, 2013 and 2015, respectively. Other than de minimis amounts owned by family members or family trusts, Mr. Schreiber indirectly owns and controls a 33 1/3% interest in KBS Holdings LLC, which is the sole owner of our advisor and our dealer manager. All four of our sponsors, Messrs. Bren, Hall, McMillan and Schreiber, actively participate in the management and operations of our advisor.

Mr. Schreiber is the Chief Executive Officer of KBS Realty Advisors LLC and is a principal of Koll Bren Schreiber Realty Advisors, Inc., each an active and nationally recognized real estate investment advisor. These entities are registered as investment advisers with the SEC. The first investment advisor affiliated with Messrs. Bren and Schreiber was formed in 1992. As of December 31, 2016, KBS Realty Advisors, together with KBS affiliates, including KBS Capital Advisors, had been involved in the investment in or management of approximately $23.0 billion of real estate investments on behalf of institutional investors, including public and private pension plans, endowments and foundations, institutional and sovereign wealth funds, and the investors in us, KBS REIT I, KBS REIT II, KBS REIT III, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT.

Mr. Schreiber oversees all aspects of KBS Capital Advisors’ and KBS Realty Advisors’ operations, including the acquisition and management of individual investments and portfolios of investments for KBS-sponsored programs and KBS-advised investors. He also directs all facets of KBS Capital Advisors’ and KBS Realty Advisors’ business activities and is responsible for investor relationships. Mr. Schreiber is a member of the investment committee formed by KBS Capital Advisors to evaluate and recommend new investment opportunities for us.

Mr. Schreiber has been involved in real estate development, management, acquisition, disposition and financing for more than 40 years and with the acquisition, origination, management, disposition and financing of real estate-related debt investments for more than 30 years. Prior to teaming with Mr. Bren in 1992, he served as the Executive Vice President of Koll Investment Management Services and Executive Vice President of Acquisitions/Dispositions for The Koll Company. During the mid-1970s through the 1980s, he was Founder and President of Pacific Development Company and was previously Senior Vice President/Southern California Regional Manager of Ashwill-Burke Commercial Brokerage.

Mr. Schreiber graduated from the University of Southern California with a Bachelor’s Degree in Finance with an emphasis in Real Estate. During his four years at USC, he did graduate work in the then newly-formed Real Estate Department in the USC Graduate School of Business. He is currently an Executive Board Member for the USC Lusk Center for Real Estate at the University of Southern California Marshall School of Business/School of Policy, Planning and Development. Mr. Schreiber also serves as a member of the Executive Committee for the Public Non-Listed REIT Council for the National Association of Real Estate Investment Trusts. Since August 2016, Mr. Schreiber has served as a member of the board of directors and executive committee of The Irvine Company.

James Chiboucas is Vice Chairman and Chief Legal Officer of KBS Capital Advisors. Mr. Chiboucas has served as the Chief Legal Officer of KBS Realty Advisors since its formation and the Chief Legal Officer of the other KBS-affiliated investment advisors since 1996. He became Vice Chairman of KBS Realty Advisors in 2006. He has represented KBS-affiliated entities since the first investment advisor was formed in 1992. As Vice Chairman and Chief Legal Officer, Mr. Chiboucas is responsible for the negotiation and documentation of real estate investments across the United States, including management of local counsel in each of the jurisdictions involved with acquisitions and dispositions. He is also a member of the investment committee formed by KBS Capital Advisors to evaluate and recommend new investment opportunities for us. Mr. Chiboucas is a member of the investment committee for the limited purpose of approving potential investments from a legal and regulatory compliance standpoint. He also manages legal counsel retained to provide services for KBS Capital Advisors and KBS Realty Advisors.

Mr. Chiboucas has over 30 years of legal experience in the real estate industry, including real estate investment, finance, acquisitions, dispositions, development and management. Before joining KBS, Mr. Chiboucas was a partner of Paone, Callahan, McHolm & Winton, L.L.P. and Vice-President of Signal Landmark, a national real estate development company, where he was responsible for all of Signal Landmark’s legal real estate transactional matters across the United States. Mr. Chiboucas received a Bachelor’s Degree in Business and a Juris Doctorate degree from the University of Southern California.

Geoffrey Hawkins has served as Managing Director of KBS Capital Advisors since he joined KBS Capital Advisors in 2006. As Managing Director, Mr. Hawkins oversees acquisition, asset management and disposition activities

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with respect to commercial mortgage-backed securities and collateralized debt obligations. Mr. Hawkins is the regional manager for mortgage debt originations and distressed opportunities in the Midwest region of the U.S. Mr. Hawkins is also a member of the investment committee formed by KBS Capital Advisors to evaluate and authorize new investment opportunities for us and KBS Strategic Opportunity REIT II. From 2002 to 2006, Mr. Hawkins was an Executive Director and Senior Portfolio Manager for Forum Partners, an international commercial real estate private equity group with $1.5 billion in assets as of 2006. At Forum, Mr. Hawkins managed real estate-related investments in the United States, Europe and Asia. He was in charge of the fixed income group, which invested in residential and commercial mortgage backed securities, asset-backed securities and whole loans for its family of funds, which included a mutual fund, an ETF, and several different opportunity funds. From 1992 to 2002, Mr. Hawkins was a Portfolio Manager at the Capital Group Companies. At Capital Group, he was in charge of managing fixed income portfolios in excess of $2 billion, with assets in the structured finance (residential and commercial mortgage-backed securities, asset backed securities and collateralized debt obligations), REIT and specialty finance company sectors in the United States, Europe, Latin American and Asia. Mr. Hawkins managed bond portfolios for subsidiaries of the Capital Group, which included the American Funds, Capital Guardian & Trust Company, and Capital International. From 1991 to 1992, Mr. Hawkins worked for FHLMC (Freddie Mac) as a Senior Financial Analyst in the Structured Finance Group. His responsibilities included the structuring and modeling of collateralized mortgage obligations. From 1988 to 1991, Mr. Hawkins worked as an accountant and then the controller of Highland Management and Development Company, a regional commercial real estate company. Mr. Hawkins has over 24 years’ experience investing in the global commercial real estate and structured finance markets, with more than 20 years of experience specifically related to real estate-related debt investments. Mr. Hawkins holds a BBA in Finance from the University of Iowa and a MBA from DePaul University.

Brian Ragsdale has served as Executive Vice President, Head of Credit for KBS Capital Advisors since he joined KBS Capital Advisors in 2007. As Executive Vice President, Head of Credit, Brian Ragsdale oversees underwriting, origination, acquisition, asset management and disposition activities with respect to loan investments. Mr. Ragsdale is also a member of the investment committee formed by KBS Capital Advisors to evaluate and authorize new investment opportunities for us and KBS Strategic Opportunity REIT II. From 2002 to 2007, Mr. Ragsdale was Vice President, Mortgage Lending and Real Estate at AIG Global Investment Corp. where he was responsible for the supervision of refinance transactions in AIG’s real estate-related loan portfolio consisting of approximately 1500 loans valued at approximately $13 billion. From 2000 to 2002, Mr. Ragsdale was Senior Vice President, Client Portfolio Management for Trammell Crow Company, where he was responsible for the development, brokerage and management of portfolios of commercial real estate consisting of approximately 26 locations and totaling more than 7.2 million square feet of office and industrial space. From 1999 to 2000, Mr. Ragsdale was Vice President, Asset and Portfolio Management for PM Realty Advisors where he oversaw a 30-asset, $450 million commercial real estate portfolio owned by a state employee retirement fund. From 1989 to 1999, Mr. Ragsdale worked for Metropolitan Life Insurance Company. At MetLife, Mr. Ragsdale analyzed and negotiated real estate-related debt and equity investment opportunities as an Investment Analyst and then subsequently managed and supervised such investment opportunities as an Investment Manager. From 1995 to 1998, Mr. Ragsdale served as a Senior Committee member of the investment committee responsible for the review and approval of all transactions associated with MetLife’s $20 billion debt and equity real estate portfolio. Mr. Ragsdale has over 21 years’ experience identifying, supervising and managing real estate-related investment opportunities, with 12 years of experience specifically related to real estate-related debt investments. Mr. Ragsdale graduated from the University of Arizona with a BS degree and later received his MBA from Southern Methodist University in Dallas, Texas. He is also the recipient of a Costa School of Real Estate Certificate, Southern Methodist University.

James Rodgers is the head of acquisitions for us and for KBS Strategic Opportunity REIT II. As head of acquisitions he is responsible for originating, underwriting and structuring investments in both debt and equity, and managing the investment team. Prior to joining KBS Capital Advisors, Mr. Rodgers was an investment banker with Merrill Lynch in New York from 2004 to 2007. He began his career in the Asset Backed Securities group, where he structured and originated public securities offerings for Merrill’s large corporate clients. He later transitioned into the Global Structured Finance and Investments division, where he focused on investing the group’s $20 billion balance sheet in structured debt, including secured warehouse loans, portfolio investments, and joint venture partnerships. Mr. Rodgers holds an MBA from UCLA Anderson School of Management, where he focused in real estate and finance. He earned his bachelor’s degree from the University of California, Berkeley.

The Advisory Agreement

Under the terms of the advisory agreement, KBS Capital Advisors must use its best efforts to present to us investment opportunities that provide a continuing and suitable investment program for us consistent with our investment policies and objectives as adopted by our board of directors. Pursuant to the advisory agreement, KBS Capital Advisors manages our day-to-day operations, retains the loan servicers for our loan investments (subject to the authority of our board of directors and officers) and performs other duties, including, but not limited to, the following:

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• finding, presenting and recommending investment opportunities to us consistent with our investment policies and objectives;

• making investment decisions for us, subject to the limitations in our charter and the direction and oversight of our board of directors;

• structuring the terms and conditions of our investments, sales and joint ventures;

• acquiring investments on our behalf in compliance with our investment objectives and policies;

• sourcing and structuring our loan originations;

• arranging for financing and refinancing of investments;

• entering into service contracts for our loans;

• supervising and evaluating each loan servicer’s and property manager’s performance;

• reviewing and analyzing the operating and capital budgets of properties underlying our investments and properties we may acquire;

• entering into leases and service contracts for our real properties;

• assisting us in obtaining insurance;

• generating an annual budget for us;

• reviewing and analyzing financial information for each of our assets and the overall portfolio;

• formulating and overseeing the implementation of strategies for the administration, promotion, management, financing and refinancing, marketing, servicing and disposition of our investments;

• performing investor-relations services;

• maintaining our accounting and other records and assisting us in filing all reports required to be filed with the SEC, the Internal Revenue Service and other regulatory agencies;

• engaging and supervising the performance of our agents, including our registrar and transfer agent; and

• performing any other services reasonably requested by us.

See “Management Compensation” for a detailed discussion of the fees payable to KBS Capital Advisors under the advisory agreement. We also describe in that section our obligation to reimburse KBS Capital Advisors for organization and offering expenses and the costs of providing services to us (other than for the employee costs in connection with services for which it earns separate fees, though we may reimburse the advisor for travel and communication expenses). KBS Capital Advisors in its sole discretion may defer any fee payable to it under the advisory agreement. All or any portion of such fees not taken may be deferred without interest and paid when our advisor determines.

The advisory agreement has a one-year term but may be renewed for an unlimited number of successive one year periods upon the mutual consent of KBS Capital Advisors and us. Additionally, either party may terminate the advisory agreement without penalty upon 60 days’ written notice and, in such event, KBS Capital Advisors must cooperate with us and our directors in making an orderly transition of the advisory function. For more information regarding the terms of the advisory agreement, see “Management Compensation.”

KBS Capital Advisors and its affiliates engage in other business ventures, and, as a result, they do not dedicate their resources exclusively to our business. However, pursuant to the advisory agreement, KBS Capital Advisors must devote sufficient resources to our business to discharge its obligations to us. KBS Capital Advisors may assign the advisory agreement to an affiliate upon our approval. We may assign or transfer the advisory agreement to a successor entity.

Issuance of RSUs for Past Performance

Pursuant to our advisory agreement in effect with KBS Capital Advisors prior to the commencement of this offering, KBS Capital Advisors is due a subordinated participation in our net cash flows (the “Subordinated Participation in Net Cash Flows”) if, after our stockholders have received, together as a collective group, aggregate distributions (including distributions that may constitute a return of capital for federal income tax purposes) sufficient to provide (i) a return of their net invested capital, or the amount calculated by multiplying the total number of shares purchased by stockholders by the issue price, reduced by any amounts to repurchase shares pursuant to our share redemption program, and (ii) a 7.0% per year cumulative, noncompounded return on such net invested capital, KBS Capital Advisors is entitled to receive 15.0% of our net cash flows, whether from continuing operations, net sale proceeds or otherwise. Net sales proceeds means the net cash proceeds realized by us after deduction of all expenses incurred in connection with a sale, including disposition fees paid to KBS Capital Advisors. The 7.0% per year cumulative, noncompounded return on net invested capital is calculated on a daily basis. In making this calculation, the net invested capital is reduced to the extent distributions in excess of a cumulative, noncompounded, annual return of 7.0% are paid (from whatever source), except to the extent such distributions would be required to supplement prior distributions paid in order to achieve a cumulative,

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noncompounded, annual return of 7.0% (invested capital is only reduced as described in this sentence; it is not reduced simply because a distribution constitutes a return of capital for federal income tax purposes). The 7.0% per year cumulative, noncompounded return is not based on the return provided to any individual stockholder. Accordingly, it is not necessary for each of our stockholders to have received any minimum return in order for KBS Capital Advisors to participate in our net cash flows. In fact, if KBS Capital Advisors is entitled to participate in our net cash flows, the returns of our stockholders will differ, and some may be less than a 7.0% per year cumulative, noncompounded return. This fee is payable only if we are not listed on an exchange.

Alternatively, pursuant to our advisory agreement in effect prior to the commencement of this offering with KBS Capital Advisors, KBS Capital Advisors is due a subordinated incentive listing fee (the “Subordinated Participation Listing Fee”) upon a listing of our common stock on a national securities exchange equal to 15.0% of the amount by which (i) the market value of our outstanding stock plus distributions paid by us (including distributions that may constitute a return of capital for federal income tax purposes) prior to listing exceeds (ii) the sum of our stockholders’ net invested capital, or the amount calculated by multiplying the total number of shares purchased by stockholders by the issue price, reduced by any amounts to repurchase shares pursuant to our share redemption plan, and the amount of cash flow necessary to generate a 7.0% per year cumulative, noncompounded return on such amount. The 7.0% per year cumulative, noncompounded return on net invested capital is calculated on a daily basis. In making this calculation, the net invested capital is reduced to the extent distributions in excess of a cumulative, noncompounded, annual return of 7.0% are paid (from whatever source), except to the extent such distributions would be required to supplement prior distributions paid in order to achieve a cumulative, noncompounded, annual return of 7.0% (invested capital is only reduced as described in this sentence; it is not reduced simply because a distribution constitutes a return of capital for federal income tax purposes). The 7.0% per year cumulative, noncompounded return is not based on the return provided to any individual stockholder. Accordingly, it is not necessary for each of our stockholders to have received any minimum return in order for KBS Capital Advisors to receive the listing fee. In fact, if KBS Capital Advisors is entitled to the listing fee, the returns of our stockholders will differ, and some may be less than a 7.0% per year cumulative, noncompounded return.

The triggering events for the incentive fee structure currently in effect with KBS Capital Advisors are generally expected to occur, if ever, upon a listing of our shares of stock on a national securities exchange or a significant distribution of cash in connection with a sale of all or a substantial amount of our assets. These triggering events are inconsistent with a perpetual-life NAV REIT that intends to provide liquidity to its stockholders through a share redemption program and/or periodic self-tender offers. Therefore, we currently intend to accelerate the payment of incentive compensation to KBS Capital Advisors upon the commencement of this offering by agreeing to pay KBS Capital Advisors an amount equal to the estimated value of the Subordinated Participation in Net Cash Flows based on a hypothetical liquidation of our assets and liabilities at their then-current estimated values used in our NAV calculation, after considering the impact of any potential closing costs and fees related to the disposition of real estate properties. Following this transaction, the Subordinated Participation in Net Cash Flows and the Subordinated Participation Listing Fee would be terminated with respect to future periods. KBS Capital Advisors estimated the fair value of this liability to be $28.4 million or $0.54 per share as of September 30, 2017, and included the impact of this liability in its calculation of our estimated value per share.

We expect this acceleration payment would be made in the form of restricted stock units (“RSUs”) with terms that are still under consideration, but are currently expected to be structured as follows:

• Each RSU awarded would represent the right to receive one share of our common stock.

• The RSUs would be awarded on or near the launch of this offering.

• The number of RSUs awarded would equal the number of our shares of common stock, valued at the then-current NAV per share at the time of the award (i.e., the NAV per share at the time of our conversion to an NAV REIT), with a value equal to the estimated value of the Subordinated Participation in Net Cash Flows based on a hypothetical liquidation of our assets and liabilities as of September 30, 2017, after considering the impact of any potential closing costs and fees related to the disposition of real estate properties.

• 100% of the RSUs awarded would vest and be paid in shares after two years, provided KBS Capital Advisors is not terminated for “cause” during that time (where “cause” means fraud, criminal conduct if KBS Capital Advisors would have reasonable cause to believe that the conduct was unlawful, willful misconduct, or an uncured material breach of the advisory agreement). Both we and KBS Capital Advisors would have certain rights to accelerate vesting in certain situations, such as change of control of our company.

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• For each RSU awarded, KBS Capital Advisors would have the right to be paid with one share of our common stock, upon vesting, and could elect to receive up to 50% of the payment in cash rather than shares, with the cash payment determined based on the then-current value of our shares. The main reason we would permit KBS Capital Advisors to take a portion in cash is to pay its taxes.

• Dividend equivalents would accrue on the RSUs. In other words, they would earn dividends as if they were shares of common stock.

• The shares KBS Capital Advisors receives pursuant to this agreement would not be eligible for redemption under our share redemption program unless the company has satisfied all redemption requests from other stockholders received at that time; this restriction may be lifted in certain situations, such as upon a change of control of our company.

Initial Investment by Our Advisor

Our sponsors invested $200,000 in us through the purchase of 20,000 shares of our common stock at $10 per share, prior to the commencement of our initial public offering. KBS Capital Advisors is the owner of these 20,000 shares. KBS Capital Advisors may not sell any of these shares during the period it serves as our advisor. Although nothing prohibits KBS Capital Advisors or its affiliates from acquiring additional shares of our common stock, KBS Capital Advisors currently has no options or warrants to acquire any shares. KBS Capital Advisors has agreed to abstain from voting any shares it acquires in any vote for the election of directors or any vote regarding the approval or termination of any contract with KBS Capital Advisors or any of its affiliates. KBS Capital Advisors is indirectly owned and controlled by Peter M. Bren, Keith D. Hall, Peter McMillan III and Charles J. Schreiber, Jr., who are our sponsors.

In the event the advisory agreement is terminated, the shares owned by KBS Capital Advisors would not be automatically redeemed. KBS Capital Advisors would, however, be able to participate in the share redemption program, subject to all of the restrictions of the share redemption program applicable to all other common stockholders.

Subsequent to the initial investment in us by our sponsors, on December 29, 2011 and October 23, 2012, Willowbrook Capital Group LLC, an entity owned and controlled by Keith D. Hall, one of our sponsors, one of our directors and our Chief Executive Officer, and Peter McMillan III, also one of our sponsors and one of our directors and our President, purchased 220,994 shares and 55,249 shares of our common stock, respectively, for $9.05 per share. We issued these shares in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended.

Other Affiliates

Our Sponsors

Peter M. Bren, Keith D. Hall, Peter McMillan III and Charles J. Schreiber, Jr. control and indirectly own our advisor and the dealer manager of this offering. We refer to these individuals as our sponsors. All four of our sponsors actively participate in the management and operations of our advisor, and our advisor has three managers: an entity owned and controlled by Mr. Bren; an entity owned and controlled by Messrs. Hall and McMillan; and an entity owned and controlled by Mr. Schreiber.

In 2004, Messrs. Bren, Hall, McMillan and Schreiber founded KBS Capital Advisors, our advisor. Our sponsors work together at KBS Capital Advisors with their team of real estate and debt finance professionals. These senior real estate and debt finance professionals have been through multiple financial cycles in their careers and have the expertise gained through hands-on experience in acquisitions, originations, loan workouts, asset management, dispositions, development, leasing and property and portfolio management. Together with our four sponsors, Jeffrey Waldvogel, Geoffrey Hawkins, Brian Ragsdale and Jim Chiboucas comprise the investment committee of KBS Capital Advisors that is responsible for our investment decisions related to our investments. Mr. Chiboucas is a member of the investment committee for the limited purpose of approving potential investments from a legal and regulatory compliance standpoint. Subject to any limitations in our charter and the oversight of our board of directors, the investment committee of KBS Capital Advisors evaluates and approves our investments and financings.

The business strategy of our sponsors is threefold: first, identify attractive investment opportunities that meet the investment objectives of their clients; second, aggressively manage each asset acquired; third, execute a well-defined exit strategy for each investment made.

We believe the experience and disciplined investment approach of our sponsors and the team of real estate and debt finance professionals they have assembled will allow us to successfully execute our business model. On January 27, 2006, our sponsors launched the initial public offering of KBS REIT I. KBS REIT I accepted gross offering proceeds of

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approximately $1.7 billion in its primary initial public offering and accepted aggregate gross offering proceeds of $233.7 million from shares issued pursuant to its dividend reinvestment plan. KBS REIT I ceased offering shares in its primary initial public offering on May 30, 2008 and terminated its dividend reinvestment plan effective April 10, 2012. KBS REIT I used $99.5million to fund share redemptions pursuant to its share redemption program prior to termination of the program on September 4, 2017. On January 27, 2017, the stockholders of KBS REIT I approved the sale of all of KBS REIT I’s assets and KBS REIT I’s dissolution pursuant to the terms of KBS REIT I’s plan of complete liquidation and dissolution. During 2017, KBS REIT I’s board of directors approved two liquidating distributions to its stockholders, and on December 14, 2017, KBS REIT I’s board of directors approved an estimated value per share of KBS REIT I’s common stock of $0.00, effective December 14, 2017, based on the authorization of the second liquidating distribution and the amount of the reserve fund established by KBS REIT I pursuant to its plan of complete liquidation and dissolution.

On April 22, 2008, our sponsors launched the initial public offering of KBS REIT II. KBS REIT II accepted aggregate gross offering proceeds of approximately $1.8 billion in its primary initial public offering and accepted $298.2 million from shares issued pursuant to its dividend reinvestment plan. KBS REIT II ceased offering shares in its primary initial public offering on December 31, 2010 and terminated its dividend reinvestment plan effective May 29, 2014. As of September 30, 2017, KBS REIT II had used $244.6 million to fund share redemptions pursuant to its share redemption program.

On March 12, 2010, together with Legacy Partners Residential Realty LLC and certain of its affiliates, our sponsors launched the initial public offering of KBS Legacy Partners Apartment REIT. KBS Legacy Partners Apartment REIT ceased offering shares of common stock in its primary initial public offering on March 12, 2013. On March 13, 2013, KBS Legacy Partners Apartment REIT commenced a follow-on public offering. KBS Legacy Partners Apartment REIT ceased offering shares of common stock in its primary follow-on public offering, effective as of March 31, 2014. KBS Legacy Partners Apartment REIT accepted aggregate gross offering proceeds of approximately $191.5 million in its primary public offerings and accepted $27.4 million from shares issued pursuant to its dividend reinvestment plan. KBS Legacy Partners Apartment REIT terminated its dividend reinvestment plan effective as of August 20, 2017. KBS Legacy Partners Apartment REIT used $9.9 million to fund share redemptions pursuant to its share redemption program prior to termination of the program on January 21, 2018. On December 19, 2017, the stockholders of KBS Legacy Partners Apartment REIT approved the sale of all of KBS Legacy Partners Apartment REIT’s assets and KBS Legacy Partners Apartment REIT’s dissolution pursuant to the terms of KBS Legacy Partners Apartment REIT’s plan of complete liquidation and dissolution. On December 20, 2017, KBS Legacy Partners Apartment REIT’s board of directors authorized an initial liquidating distribution to its stockholders.

On October 26, 2010, our sponsors launched the initial public offering of KBS REIT III. KBS REIT III accepted aggregate gross offering proceeds of approximately $1.7 billion in its primary initial public offering and, as of September 30, 2017, had accepted approximately $210.1 million from shares issued pursuant to its dividend reinvestment plan. KBS REIT III ceased offering shares in its primary initial public offering on May 29, 2015. As of September 30, 2017, KBS REIT III had used $107.2 million to fund share redemptions pursuant to its share redemption program.

On August 12, 2014, our sponsors launched the initial public offering of KBS Strategic Opportunity REIT II. Prior to commencement of its initial public offering, KBS Strategic Opportunity REIT II conducted a private offering to accredited investors, which commenced on July 3, 2013. KBS Strategic Opportunity REIT II accepted gross offering proceeds of approximately $32.2 million in its private offering and raised an additional $2.0 million in proceeds from an affiliate of its sponsors. KBS Strategic Opportunity REIT II ceased offering shares in its private offering on August 11, 2014. KBS Strategic Opportunity REIT II broke escrow in its initial public offering in January 2015. As of September 30, 2017, KBS Strategic Opportunity REIT II had accepted aggregate gross offering proceeds in its initial public offering of $207.1 million, including $3.9 million from shares issued pursuant to its dividend reinvestment plan. As of September 30, 2017, KBS Strategic Opportunity REIT II had used $1.2 million to fund share redemptions pursuant to its share redemption program.

On April 28, 2016, our sponsors launched the initial public offering of KBS Growth & Income REIT. KBS Growth & Income REIT accepted aggregate gross offering proceeds of $3.9 million in its initial primary public offering and, as of September 30, 2017, had accepted $2.9 million from shares issued pursuant to its ongoing public distribution reinvestment plan. KBS Growth & Income REIT ceased offering shares in its initial primary public offering on June 30, 2017. Prior to commencement of its initial public offering, KBS Growth & Income REIT conducted a private offering to accredited investors, which commenced on June 11, 2015. KBS Growth & Income REIT accepted gross offering proceeds of approximately $76.8 million in its private offering, including $0.7 million from shares issued pursuant to its distribution reinvestment plan. KBS Growth & Income REIT ceased offering shares in the primary portion of its private offering on April 27, 2016. As of September 30, 2017, KBS Growth & Income REIT had used $0.4 million to fund share redemptions pursuant to its share redemption program. On October 3, 2017, KBS Growth & Income REIT launched a second private

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placement offering that is ongoing pursuant to which KBS Growth & Income REIT is offering a maximum of $1,000,000,000 in shares of its Class A common stock to certain accredited investors.

Our advisor, KBS Capital Advisors, is the external advisor of KBS REIT I, KBS REIT II, KBS REIT III, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II, and KBS Growth & Income REIT. Some or all of our sponsors are directors and/or executive officers of KBS REIT I, KBS REIT II, KBS REIT III, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II, and KBS Growth & Income REIT. Through their affiliations with us, KBS REIT I, KBS REIT II, KBS REIT III, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II, and KBS Capital Advisors, as of December 31, 2016, our sponsors had overseen the investment in and management of approximately $14.2 billion of real estate and real estate-related investments on behalf of the investors in us, KBS REIT I, KBS REIT II, KBS REIT III, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT.

Since 1992, Messrs. Bren and Schreiber have teamed to invest in, manage, develop and sell high-quality U.S. commercial real estate and real estate-related investments on behalf of institutional investors. Together, they founded KBS Realty Advisors LLC, a registered investment adviser with the SEC and a nationally recognized real estate investment advisor. When we refer to a “KBS-sponsored program,” we are referring to the private entities sponsored by an investment advisor affiliated with Messrs. Bren and Schreiber and to the non-traded REITs, KBS REIT I, KBS REIT II, KBS REIT III, KBS Legacy Partners Apartment REIT, KBS Strategic Opportunity REIT II, KBS Growth & Income REIT and our company, that are currently being sponsored by Messrs. Bren, Hall, McMillan and Schreiber. As noted above, our sponsors are sponsoring KBS Legacy Partners Apartment REIT together with Legacy Partners Residential Realty LLC and certain of its affiliates. When we refer to a “KBS-advised investor,” we are referring to institutional investors that have engaged an investment advisor affiliated with Messrs. Bren and Schreiber to provide real estate investment advice. These investment advisors are also affiliated with our advisor.

Since 1992, the experience of the investment advisors affiliated with Messrs. Bren and Schreiber includes (as of December 31, 2016):

• Sponsoring 14 private real estate programs that have investment objectives similar to ours and that have invested over $4.6 billion (including equity, debt and investment of income and sales proceeds) in 305 real estate assets;

• Through these 14 private KBS-sponsored programs, raising over $2.8 billion of equity from 38 institutional investors; and

• Selling 267 of the 305 real estate assets acquired by these 14 private KBS-sponsored programs.

In addition to their experience with the 14 private KBS-sponsored programs described above, investment advisors affiliated with Messrs. Bren and Schreiber have also been engaged by four other KBS-advised investors to recommend real estate acquisitions and manage some of their investments. The investment proceeds of these KBS-advised investors were not commingled. The investments made on behalf of these four KBS-advised investors were made pursuant to management agreements or partnership agreements that permitted the KBS-advised investors to reject acquisitions recommended by the KBS-affiliated investment advisor. Because the KBS-advised investors were not as passive as those in the 14 private KBS-sponsored programs described above or as those who invest in this offering, we have not described the real estate assets acquired or managed for these four KBS-advised investors. The amounts paid for the assets acquired and/or managed and for subsequent capital expenditures for these four KBS-advised investors totaled over $4.3 billion. On behalf of these four KBS-advised investors, investment advisors affiliated with Messrs. Bren and Schreiber have sold 229 real estate assets.

Each of Messrs. Hall and McMillan has over 20 years of experience in real estate-related investments. Mr. McMillan is a Partner and co-owner of Temescal Canyon Partners LP, an investment advisor formed in 2013 to manage a multi-strategy hedge fund on behalf of investors. Mr. McMillan is also a co-founder and the Managing Partner of Willowbrook Capital Group, LLC which, from August 2003 until December 2012, was an asset management company. Before forming Willowbrook with Mr. Hall, Mr. McMillan served as Executive Vice President and Chief Investment Officer of SunAmerica Investments, Inc., which was later acquired by AIG. As Chief Investment Officer, he was responsible for over $75 billion in assets, including residential and commercial mortgage-backed securities, public and private investment grade and non-investment grade corporate bonds and commercial mortgage loans and real estate investments.

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Prior to forming Willowbrook, Mr. Hall was a Managing Director at CS First Boston, where he managed the distribution strategy and business development for the Principal Transaction Group’s $18 billion real estate securities portfolio. Before joining CS First Boston in 1996, he served as a Director in the Real Estate Products Group at Nomura Securities, with responsibility for the company’s $6 billion annual pipeline of fixed-income commercial mortgage-backed securities. During the 1980s, Mr. Hall was a Senior Vice President in the High Yield Department of Drexel Burnham Lambert’s Beverly Hills office, where he was responsible for distribution of the group’s high-yield real estate securities.

Dealer Manager

We have retained KBS Capital Markets Group LLC, an affiliate of our advisor, to conduct this offering. KBS Capital Markets Group will provide wholesaling, sales, promotional and marketing assistance services to us in connection with the distribution of the shares offered pursuant to this prospectus. It may also sell shares at the retail level. The principal business of KBS Capital Markets Group is participating in and facilitating the distribution of securities of KBS-sponsored programs. KBS Capital Markets Group served as the dealer manager for the initial public offerings of KBS REIT I, KBS REIT II, KBS REIT III, KBS Strategic Opportunity REIT II, KBS Legacy Partners Apartment REIT, KBS Growth & Income REIT and for the follow-on offering of KBS Legacy Partners Apartment REIT. KBS Capital Markets Group continues to serve as the dealer manager for the public offering of KBS Strategic Opportunity REIT II and for the dividend reinvestment plan offerings of KBS REIT III and KBS Growth & Income REIT. In addition, from time to time KBS Capital Markets Group serves as the dealer manager for private programs. Our sponsors indirectly own KBS Capital Markets Group. See “Management—Executive Officers and Directors” and “—The Advisor” for a discussion of the background and experience of our sponsors.

Below is a brief description of the background and experience of the Chief Executive Officer of KBS Capital Markets Group:

Mick Manning was appointed Chief Executive Officer of KBS Capital Markets Group effective May 8, 2015. As Chief Executive Officer, Mr. Manning is responsible for overall firm strategy of KBS Capital Markets Group and provides strategic and tactical guidance to the organization, with particular focus on product development, distribution, sales management, business planning and oversight of the firm’s wholesaling operations and activities.

Mr. Manning joined KBS Capital Markets Group in January 2006 as one of its original wholesalers and was promoted to national sales manager in June 2009. In January 2015, Mr. Manning was appointed President of KBS Capital Markets Group. Mr. Manning has more than 28 years of experience in the financial services industry, with a diverse background in retail sales and operations, wholesaling and team building. His experience comes from previous leadership roles with MFS/Sun Life, MassMutual, Metlife and Northwestern Mutual Life. Mr. Manning graduated from the University of Colorado, Boulder and holds a Chartered Life Underwriter designation from the American College in Bryn Mawr, Pennsylvania.

Management Decisions

The primary responsibility for the management decisions of our advisor and its affiliates resides with Peter M. Bren, Keith D. Hall, Peter McMillan III and Charles J. Schreiber, Jr. and the primary responsibility for the selection of investments, the negotiation for these investments and asset-management decisions will reside in the investment committee of our advisor. KBS Capital Advisors also has the authority to make all of the decisions regarding our investments, subject to any limitations in our charter and the direction and oversight of our board of directors.

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MANAGEMENT COMPENSATION

KBS Capital Advisors and its affiliates receive fees and reimbursements for services related to this offering and for the investment and management of our assets, subject to the review and approval of our independent directors. Set forth below is a summary of the fees and expenses we expect to pay these entities in connection with this offering or our operations. The estimated amount that we may pay with respect to such fees and expenses is also set forth below, assuming the maximum gross proceeds from the primary offering and dividend reinvestment plan. See “Management - The Advisory Agreement” for additional information about fees and expenses payable to our advisor and its affiliates.

The upfront selling commissions and dealer manager fees listed below are effectively paid by purchasers of shares in the primary offering at the time of purchase, because the purchase price of such shares is equal to the transaction price, which generally equals the most recently disclosed monthly NAV per share, plus the upfront selling commissions and dealer manager fees, and therefore have no effect on the NAV of any class. The distribution fee listed below is allocated on a class-specific basis and may differ for each class, even when the NAV of each class is the same. Such class-specific fees are generally expected to affect distributions of the applicable classes rather than the NAV per share of such classes. The other fees and expenses below are not class-specific. Accordingly, they are allocated among all holders of shares ratably according to the NAV of their shares.

Type of Compensation and Recipient	Description and Method of Computation	Estimated Amount
Upfront Selling Commissions and Dealer Manager Fees—KBS Capital Markets Group (1)	Our dealer manager will be entitled to receive upfront selling commissions of up to 3.0%, and dealer manager fees of 0.5%, of the transaction price of each Class T share sold in the primary offering, however such amounts may vary at certain participating broker-dealers provided that the sum will not exceed 3.5% of the transaction price. Our dealer manager will be entitled to receive upfront selling commissions of up to 3.5% of the transaction price of each Class S share sold in the primary offering. The dealer manager anticipates that all or a portion of the upfront selling commissions and dealer manager fees will be retained by, or reallowed (paid) to, participating broker-dealers. No upfront selling commissions or dealer manager fees will be paid with respect to purchases of Class D shares, Class I shares or shares of any class sold pursuant to our dividend reinvestment plan.	The actual amount will depend on the number of shares sold, the class of shares sold and the transaction price of each share sold in the primary offering. Aggregate upfront selling commissions will equal approximately $7.8 million and upfront dealer manager fees will equal approximately $0.6 million if we sell the maximum amount, assuming payment of the full upfront selling commissions and dealer manager fees (with a split for Class T shares of 3.0% and 0.5%, respectively), that 1/6 of the gross proceeds are from the sale of each of Class T and Class S shares, that the transaction price of each of our Class T and Class S shares remains constant at $[__], and that and there is no reallocation of shares between our primary offering and our dividend reinvestment plan.

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Distribution Fee—KBS Capital Markets
Group⁽²⁾ Subject to FINRA limitations on underwriting compensation, we will pay our dealer manager distribution fees:   • with respect to our outstanding Class T shares, equal to 0.85% per annum of the aggregate NAV of our outstanding Class T shares, consisting of an advisor distribution fee and a dealer distribution fee; we expect generally that the advisor distribution fee will equal 0.65% per annum and the dealer distribution fee will equal 0.20% per annum, of the aggregate NAV for each Class T share; however, with respect to certain Class T shares, the advisor distribution fee and the dealer distribution fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares;   • with respect to our outstanding Class S shares, equal to 0.85% per annum of the aggregate NAV of our outstanding Class S shares; and   • with respect to our outstanding Class D shares, equal to 0.30% per annum of the aggregate NAV of our outstanding Class D shares. We will not pay a distribution fee with respect to our outstanding Class I shares. The distribution fees will be paid monthly in arrears. The dealer manager will reallow (pay) all or a portion of the distribution fees to participating broker-dealers and servicing broker-dealers, and will waive distribution fees to the extent a participating broker-dealer or servicing broker-dealer is not eligible to receive it unless our dealer manager is serving as the broker of record with respect to such shares. The distribution fees are calculated based on the NAV of all our outstanding Class T, Class S and Class D shares, including shares issued under our dividend reinvestment plan. In calculating our distribution fees, we will use our most recently disclosed monthly NAV before giving effect to the monthly distribution fee or distributions on our shares. We will cease paying the distribution fees with respect to individual Class T, Class S and Class D shares when they are no longer outstanding, including as a result of conversion to Class I shares. Each Class T, Class S or Class D share held within a stockholder’s account shall automatically and without any action on the part of the holder thereof convert into a number of Class I shares at the applicable conversion rate (as defined below) on the earliest of (a) a listing of any shares of our common stock on a national securities exchange, (b) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets and (c) the end of the month in which our dealer manager in conjunction with our transfer agent determines that the total upfront selling commissions, upfront dealer manager fees and ongoing distribution fees paid with respect to all shares of such class held by such stockholder within such account (including shares purchased through a dividend reinvestment plan or received as stock dividends) equals or exceeds 8.75% (or a lower limit set forth in any applicable agreement between our dealer manager and a participating broker-dealer, provided that our dealer manager advises our transfer agent of the lower limit in writing) of the aggregate purchase price of all shares of such class held by such stockholder within such account and purchased in a primary offering (i.e., an offering other than a dividend reinvestment plan). In addition, after termination of a primary offering registered under the Securities Act of 1933, as amended, each Class T, Class S or Class D share sold in that primary offering, each Class T, Class S or Class D share sold under a dividend reinvestment plan pursuant to the same registration statement that was used for that primary offering, and each Class T, Class S or Class D share received as a stock dividend with respect to such shares sold in such primary offering or dividend reinvestment plan, shall automatically and without any action on the part of the holder thereof convert into a number of Class I shares at the applicable conversion rate, at the end of the month in which we, with the assistance of our dealer manager, determine that all underwriting compensation paid or incurred with respect to the offerings covered by that registered statement from all sources, determined pursuant to the rules and guidance of FINRA, would be in excess of 10% of the aggregate purchase price of all shares sold for our account through that primary offering. As used above, the “applicable conversion rate” means (a) with respect to Class T shares, a ratio whereby the numerator is the most recently disclosed monthly Class T NAV per share and the denominator is the most recently disclosed monthly Class I NAV per share, (b) with respect to Class S shares, a ratio whereby the numerator is the most recently disclosed monthly Class S NAV per share and the denominator is the most recently disclosed monthly Class I NAV per share, and (c) with respect to Class D shares, a ratio whereby the numerator is the most recently disclosed monthly Class D NAV per share and the denominator is the most recently disclosed monthly Class I NAV per share. For each class of shares, the NAV per share shall be calculated as described in the most recent valuation procedures approved by our board of directors. Because we currently expect to allocate ongoing distribution fee expenses to our Class T, Class S and Class D shares through their distributions, and not through their NAV per share, we currently expect the applicable conversion rate to remain 1:1 for our Class T, Class S and Class D shares. Actual amounts depend upon the number of shares of each class outstanding, our monthly NAV, and when shares are outstanding, and, therefore, cannot be determined at this time. The distribution fee with respect to shares sold in this offering will equal approximately $3.8 million per annum if we sell the maximum offering amount, assuming 1/6 of the gross proceeds in our primary offering and dividend reinvestment plan offering come from sales of Class T shares, 1/6 of the gross proceeds in our primary offering and dividend reinvestment plan offering come from sales of Class S shares, 1/3 of the gross proceeds in our primary offering and dividend reinvestment plan offering come from sales of Class D shares and 1/3 of gross proceeds in our primary offering and dividend reinvestment plan offering come from sales of Class I shares, that there is no reallocation of shares between our primary offering and our dividend reinvestment plan, and that the NAV per share remains the same throughout this offering.

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Organization and Other Offering Expenses —KBS Capital Markets Group or KBS Capital Advisors (3)	We reimburse our advisor and dealer manager for commercially reasonable organization and other offering expenses they incur on our behalf in connection with this offering; however, no reimbursements made by us to our advisor or our dealer manager may cause total organization and offering expenses incurred by us (including selling commissions, the dealer manager fee, distribution fee, and certain other amounts described in “Plan of Distribution—Underwriting Compensation”) to exceed 15% of the aggregate gross proceeds from this primary offering and the offering under our dividend reinvestment plan as of the date of reimbursement. We also pay organization and other offering expenses directly. Prior to the termination of the primary offering, we will be responsible for the payment of all organization and other offering expenses we incur directly and the reimbursement of organization and other offering expenses our advisor and dealer manager incur on our behalf in connection with this offering subject to the 15% limit on reimbursements discussed above. Organization and other offering expenses include all expenses to be paid or reimbursed by us in connection with this offering, excluding selling commissions, the dealer manager fee and distribution fee. Organization and other offering expenses include our legal, accounting, printing, mailing and filing fees, charges of our transfer agent, charges of our advisor and/or transfer agent for administrative services related to the issuance of shares in this offering, reimbursement of bona fide due diligence expenses of broker-dealers, reimbursement of our advisor for costs in connection with preparing supplemental sales materials, the cost of bona fide training and education meetings held by us (primarily the travel, meal and lodging costs of registered representatives of broker-dealers), attendance and sponsorship fees payable to participating broker-dealers hosting retail seminars and travel, meal and lodging costs for registered persons associated with our dealer manager and officers and employees of our affiliates to attend retail seminars conducted by broker-dealers, legal fees of our dealer manager and promotional items. We will not reimburse our dealer manager for wholesaling compensation expenses.	We estimate our organization and other offering expenses (which excludes selling commissions, the dealer manager fee, distribution fee, and wholesaling compensation expenses described in “Plan of Distribution—Underwriting Compensation”) to be approximately $15.5 million if we sell the maximum offering amount.
Advisory Fee—Fixed Component—KBS Capital Advisors (4)	In consideration for the asset management services it provides on our behalf, we pay the advisor an advisory fee with a fixed component, payable monthly in arrears, that accrues monthly in an amount equal to 1/12th of 1.25% of the applicable monthly NAV per share times the weighted-average number of shares for such month. In calculating the fixed component of our advisory fee, we use our NAV before giving effect to monthly accruals for the fixed and performance components of the advisory fee, distribution fees payable to our dealer manager, or distributions payable on our outstanding shares.	Actual amounts depend upon our aggregate company NAV, the distributions we pay, the changes in NAV and future development and sales of assets and, therefore, cannot be calculated at this time.

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Advisory Fee—Performance Component— KBS Capital Advisors (4)	In consideration for the asset management services it provides on our behalf, we also pay the advisor an advisory fee with a performance component calculated on the basis of the overall investment return provided to holders of our outstanding shares in any calendar year such that the advisor will receive the lesser of (1) 15% of (a) the annual total return amount less (b) any loss carryforward, and (2) the amount equal to (x) the annual total return amount, less (y) any loss carryforward, less (z) the amount needed to achieve an annual total return amount equal to 7% of the NAV per share at the beginning of such year (the “hurdle amount”). The foregoing calculations are calculated on a per share basis and multiplied by the weighted average shares outstanding during the year. In no event will the performance component of the advisory fee be less than zero. Accordingly, if the annual total return amount exceeds the hurdle amount plus the amount of any loss carryforward, then the advisor will earn a performance component equal to 100% of such excess, but limited to 15% of the annual total return amount that is in excess of the loss carryforward. The “annual total return amount” referred to above means all distributions paid or accrued per share plus any change in NAV per share since the end of the prior calendar year, adjusted to exclude the negative impact on annual total return resulting from our payment or obligation to pay, or distribute, as applicable, the performance component of the advisory fee as well as ongoing distribution fees (i.e., our ongoing class-specific fees). The “loss carryforward” referred to above will track any negative annual total return amounts from prior years and offset the positive annual total return amount for purposes of the calculation of the performance component of the advisory fee. The loss carryforward is zero as of the date of this prospectus. For a more comprehensive description of the performance component and related calculations, including an example of a calculation of the performance component, see “The Advisor and the Advisory Agreement—Summary of Fees, Commissions and Reimbursements” and “The Advisor and the Advisory Agreement—Performance Component Calculation Example.” The advisor may require that we restructure the performance component of the advisory fee to be paid through a performance participation interest in the operating partnership. We anticipate that this performance participation would be in the form of a special limited partnership interest, the basic terms of which would allow the advisor (or an affiliate) to receive the performance component of the advisory fee described above through a distribution from the operating partnership in the form of either cash or limited partnership units.	Actual amounts depend upon our aggregate company NAV, the changes in NAV and actual expenses incurred and, therefore, cannot be determined at this time.
Property Management Fee— KBS Management Group	For certain properties, we may enter into a property management agreement with KBS Management Group and agree to pay a monthly fee equal to a percentage of the rent (to be determined on a property by property basis, consistent with current market rates), payable and actually collected for the month.	Actual amounts are dependent upon the fee negotiated and rents from specific properties subject to a property management agreement; we cannot determine these amounts at the present time.

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Other Operating Expenses—KBS Capital Advisors and KBS Capital Markets Group ⁽⁵⁾ We may reimburse the expenses incurred by our advisor in connection with its provision of services to us, including our allocable share of our advisor’s overhead, such as rent, employee costs, utilities and cybersecurity costs. Our advisor may seek reimbursement for employee costs under the advisory agreement. At this time we anticipate that we will only reimburse our advisor for our allocable portion of the salaries, benefits and overhead of internal audit department personnel providing services to us and internal personnel involved in the acquisition and disposition of our assets. In the future, if our advisor seeks reimbursement for additional employee costs, such costs may include our proportionate share of the salaries of persons involved in the preparation of documents to meet SEC reporting requirements. We do not reimburse our advisor or its affiliates for employee costs in connection with services for which our advisor earns a separate fee (other than reimbursement of travel and communication expenses) or for the salaries or benefits our advisor or its affiliates may pay to our executive officers. We reimburse our dealer manager for certain fees and expenses it incurs for administering our participation in the DTCC Alternative Investment Product Platform, or the AIP Platform, with respect to certain accounts of our investors serviced through the AIP Platform. Additionally, we have entered, together with KBS REIT II, KBS Legacy Partners Apartment REIT, KBS REIT III, KBS Strategic Opportunity REIT II, KBS Growth & Income REIT, KBS Capital Markets Group, KBS Capital Advisors and other KBS-affiliated entities, into an errors and omissions and directors and officers liability insurance program where the lower tiers of such insurance coverage are shared. The cost of these lower tiers is allocated by our advisor and its insurance broker among each of the various entities covered by the program and is billed directly to each entity. The allocation of these shared coverage costs is proportionate to the pricing by the insurance marketplace for the first tiers of directors and officers liability coverage purchased individually by each REIT. Our advisor’s and our dealer manager’s portion of the shared lower tiers’ cost is proportionate to the respective entities’ prior cost for the errors and omissions insurance. Actual amounts are dependent upon the total capital we raise, the cost of our investments and the results of our operations; we cannot determine these amounts at the present time.

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⁽¹⁾ Upfront selling commissions and dealer manager fees may be reduced or waived in connection with volume or other discounts. See “Plan of Distribution – Upfront Selling Commissions and Dealer Manager Fees.”

⁽²⁾ We will cease paying distribution fees at the date following the completion of this offering at which total underwriting compensation from any source in connection with this offering equals 10% of the gross proceeds from our primary offering (i.e., excluding proceeds from sales pursuant to our dividend reinvestment plan). This limitation is intended to ensure that we satisfy the FINRA requirement that total underwriting compensation paid in connection with this offering does not exceed 10% of the gross proceeds of our primary offering.

⁽³⁾ In addition to the selling commissions, dealer manager fees and distribution fees, some of the amounts described under “Organization and Other Offering Expenses” are also underwriting compensation in connection with this offering under the rules of FINRA. These amounts include (i) the attendance and sponsorship fees payable to participating broker-dealers hosting a retail seminar; (ii) the travel, meal and lodging costs of registered persons associated with our dealer manager and officers and employees of our affiliates to attend retail seminars; and (iii) the travel, meal and lodging costs of registered persons associated with our dealer manager and registered representatives of the participating broker-dealers to attend bona fide training and education meetings held by us. See “Plan of Distribution” for a discussion of underwriting compensation paid in connection with this offering.

⁽⁴⁾ The fixed and performance components of the advisory fee will count against the limit on total operating expenses described in note 5 below. If the advisory fee described above is payable with respect to any partial calendar month or calendar year (such as with respect to the date it was entered into, [________], 20[__], through the end of 20[__]), the fixed component will be prorated based on the number of days elapsed during any partial calendar month and the performance component will be prorated based on the number of days elapsed during, and the annual total return amount achieved for, the period of such partial calendar year.

⁽⁵⁾ KBS Capital Advisors must reimburse us the amount by which our aggregate total operating expenses for the four fiscal quarters then ended exceed the greater of 2% of our average invested assets or 25% of our net income, unless the conflicts committee has determined that such excess expenses were justified based on unusual and non-recurring factors. “Average invested assets” means the average monthly book value of our assets during the 12-month period before deducting depreciation, bad debts or other non-cash reserves. “Total operating expenses” means all expenses paid or incurred by us, as determined under GAAP, that are in any way related to our operation, including advisory fees, but excluding (a) the expenses of raising capital such as organization and offering expenses, legal, audit, accounting, underwriting, brokerage, listing, registration and other fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and stock exchange listing of our stock; (b) interest payments; (c) taxes; (d) non-cash expenditures such as depreciation, amortization and bad debt reserves; (e) reasonable incentive fees based on the gain in the sale of our assets; and (f) acquisition and origination fees, acquisition and origination expenses (including expenses relating to potential investments that we do not close), disposition fees on the sale of real property and other expenses connected with the acquisition, origination, disposition and ownership of real estate interests, loans or other property (other than disposition fees on the sale of assets other than real property), such as the costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of property.

In addition, prior to the commencement of this offering, we intend to issue restricted stock units (“RSUs”) to our advisor in order to accelerate incentive compensation under our prior advisory agreement. For more information, see “The Advisor and the Advisory Agreement—Issuance of RSUs for Past Performance.”

Performance Component Calculation Example

The following example illustrates how we would calculate the performance component of the advisory fee at the end of each year based on the assumptions set forth in rows A through G and I of the table below. All amounts are with respect to the shares outstanding at the end of the year. Per share amounts are rounded to the nearest $0.01 in the following table. Actual results may differ materially from the following example.

A.	Beginning NAV per share	$	[__]
B.	Distributions paid per share, before the negative impact of ongoing distribution fees (i.e. our ongoing class-specific fees)	$	[__]
C.	Change in NAV per share, adjusted to remove the negative impact of our payment or obligation to pay the performance component of advisory fee	$	[__]
D.	Annual total return amount per share, adjusted to remove the negative impact resulting from our payment or obligation to pay the performance component of advisory fee as well as ongoing distribution fees (i.e. our ongoing class-specific fees) (B plus C)	$	[__]
E.	Hurdle amount per share(1)	$	[__]
F.	Loss carryforward per share(2)		—
G.	Hurdle amount plus the loss carryforward per share (E plus F)	$	[__]
H.	Performance component of the advisory fee per share is earned because the annual total return amount per share (D) is greater than the hurdle amount plus the loss carryforward per share (G). The performance component of the advisory fee per share is equal to 15% of the annual total return amount per share (D) less the loss carryforward per share (F).(3)	$	[__]
I.	Weighted-average total shares outstanding for the year		[__]
J.	Performance component of the advisory fee (H multiplied by I)	$	[__]

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(1) The hurdle amount per share for any period is that amount that results in an annual total return amount equal to 7% of the NAV per share at the beginning of the period, where annual total return amount is adjusted to remove the negative impact resulting from our payment or obligation to pay the performance component of the advisory fee as well as ongoing distribution fees (i.e. our ongoing class-specific fees).

(2) The loss carryforward per share will track any negative annual total return amount per share from prior years and offset the positive annual total return amount per share for purposes of the calculation of the performance component of the advisory fee per share. The loss carryforward per share is zero as of the date of this prospectus.

(3) The performance component of the advisory fee per share is equal to the lesser of (a) 15% of (i) the annual total return amount per share (D) less (ii) any loss carryforward per share (F), and (b) the amount equal to (i) the annual total return amount per share (D), less (ii) the hurdle amount per share (E), less (iii) any loss carryforward per share (F). In the example above, the calculation described in clause (a) of the preceding sentence results in an amount equal to $[__] per share, which is less than the $[__] per share that results from the calculation described in clause (b) of the preceding sentence. Accordingly, the performance component of the advisory fee in the example above is equal to $[__] per share, or 15% of the annual total return amount per share (D) less the loss carryforward per share (F). In no event will the performance component of the advisory fee be less than zero.

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STOCK OWNERSHIP

The following table shows, as of September 30, 2017 the amount of our common stock beneficially owned (unless otherwise indicated) by (1) any person who is known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock, (2) our directors, (3) our executive officers, and (4) all of our directors and executive officers as a group.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage
KBS Capital Advisors LLC(1)	20,000 shares(2)	*
Keith D. Hall, Chief Executive Officer and Director(1)	350,754 shares(2) (3)	*
Peter McMillan III, Chairman of the Board, President and Director(1)	350,754 shares(2) (3)	*
Jeffrey K. Waldvogel, Chief Financial Officer, Treasurer and Secretary	—	—
Stacie K. Yamane, Chief Accounting Officer	—	—
William M. Petak, Independent Director	—	—
Eric J. Smith, Independent Director	—	—
Kenneth G. Yee, Independent Director	—	—
All directors and executive officers as a group	350,754 shares(2) (3)	*

* Less than 1% of the outstanding common stock.

⁽¹⁾ The address of this beneficial owner is 800 Newport Center Drive, Suite 700, Newport Beach, California 92660.

⁽²⁾ Includes 20,000 Class A shares owned by KBS Capital Advisors, which is indirectly owned and controlled by Peter M. Bren, Keith D. Hall, Peter McMillan III and Charles J. Schreiber, Jr. None of the shares are pledged as security.

⁽³⁾ Includes 330,754 shares owned by Willowbrook Capital Group LLC, an entity owned and controlled by Keith D. Hall and Peter McMillan III. None of these shares are pledged as security.

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CONFLICTS OF INTEREST

We are subject to various conflicts of interest arising out of our relationship with our advisor, KBS Capital Advisors, and its affiliates, some of whom serve as our executive officers and directors. We discuss these conflicts below and conclude this section with a discussion of the corporate governance measures we have adopted to ameliorate some of the risks posed by these conflicts.

Our Affiliates’ Interests in Other KBS Real Estate Programs

General

All of our executive officers, our affiliated directors and other key real estate and debt finance professionals at our advisor are also: officers, directors, managers, key professionals and/or holders of a direct or indirect controlling interest in our advisor, our dealer manager, our affiliated property manager, and/or other KBS-affiliated investment advisors that are the sponsors of other KBS-sponsored programs or are the advisors of KBS-advised investors; and executive officers, affiliated directors and/or key professionals of KBS REIT I, KBS REIT II, KBS Legacy Partners Apartment REIT, KBS REIT III, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT, which are also public, non-traded REITs advised by KBS Capital Advisors. Through affiliates of our advisor, key real estate and debt finance professionals at our advisor also serve as investment advisors to KBS-advised investors. These individuals have legal and financial obligations with respect to those KBS-sponsored programs and KBS-advised investors that are similar to their obligations to us. In the future, these individuals and other affiliates of our advisor may organize other KBS-sponsored programs, serve as the investment advisor to other KBS-advised investors and acquire for their own account real estate investments that may be suitable for us.

Since 1992, investment advisors affiliated with Messrs. Bren and Schreiber have sponsored 14 private KBS-sponsored programs. Six of these programs were still operating as of December 31, 2016. Our sponsors are also the sponsors of KBS REIT I, KBS REIT II, KBS REIT III, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT and, together with Legacy Partners Residential Realty LLC and certain of its affiliates, our sponsors are also sponsoring another public real estate investment trust, KBS Legacy Partners Apartment REIT. All of these KBS-sponsored programs have investment objectives that are similar to ours. Conflicts of interest may arise between us and the programs that have not yet been liquidated, between us and future programs and between us and the KBS-advised investors.

Allocation of Investment Opportunities

We rely on key real estate and debt finance professionals at KBS Capital Advisors, including Messrs. Bren, Hall, McMillan and Schreiber, to identify suitable investment opportunities for us. KBS REIT I, KBS REIT II, KBS Legacy Partners Apartment REIT, KBS REIT III, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT are also advised by KBS Capital Advisors and rely on many of the same real estate and debt finance professionals as will future KBS-sponsored programs advised by our advisor. Messrs. Bren, Hall, McMillan and Schreiber and several of the other key real estate professionals at KBS Capital Advisors are also the key real estate professionals at KBS Realty Advisors and its affiliates, the advisors to the private KBS-sponsored programs and the investment advisors to KBS-advised investors. As such, we and the other KBS-sponsored programs that currently have funds available for investment and KBS-advised investors rely on many of the same real estate and debt finance professionals, as will future KBS-sponsored programs and KBS-advised investors. Many investment opportunities that are suitable for us may also be suitable for other KBS-sponsored programs and KBS-advised investors. Currently, KBS REIT III, KBS Strategic Opportunity REIT II and KBS Growth & Income REIT, as well as six private KBS-sponsored programs, are raising and/or investing capital. In particular, KBS Strategic Opportunity REIT II is focused on opportunistic real estate and real estate-related investments that are similar to our targeted investments. While KBS Strategic Opportunity REIT II is concluding its offering and acquisition phase, our advisor does not believe it is likely we will be competing directly with KBS Strategic Opportunity REIT II for investment opportunities because our advisor believes the investment opportunities appropriate for our portfolio will likely be in a price range of $[__] million or more, while KBS Strategic Opportunity REIT II will likely be considering investments at a purchase price less than $[__] million based on its current portfolio composition and available cash for investment. However, even after this time, based upon asset sales and the maturity, prepayment or workout of debt-related investments or market conditions, KBS Strategic Opportunity REIT II may from time to time seek to make additional investments at the same time as us.

When these real estate and debt finance professionals direct an investment opportunity to any KBS-sponsored program or KBS-advised investor they, in their sole discretion, will offer the opportunity to the program or investor for which the investment opportunity is most suitable based on the investment objectives, portfolio and criteria of each program or investor. For so long as we are externally advised, our charter provides that it shall not be a proper purpose of the corporation for us to make any significant investment unless our advisor has recommended the investment to us. See “—Certain Conflict Resolution Measures.”

Joint Ventures with Affiliates

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We may enter into joint ventures with KBS Capital Advisors, any of our officers or directors or any of their affiliates for the acquisition, development or improvement of properties or other investments if a majority of the board of directors (including a majority of the members of the conflicts committee) not otherwise interested in the transaction concludes that the transaction is fair and reasonable to us and on substantially the same terms and conditions as those received by other joint venturers. KBS Capital Advisors, our advisor, and KBS Realty Advisors and its affiliates, the advisors to the other KBS-sponsored programs and the investment advisers to KBS-advised investors in real estate and real estate-related assets, have some of the same executive officers, directors and other key real estate and debt finance professionals; and these persons will face conflicts of interest in determining which KBS program or investor should enter into any particular joint venture agreement. These persons may also face a conflict in structuring the terms of the relationship between our interests and the interests of the KBS-affiliated co-venturer and in managing the joint venture. Any joint venture agreement or transaction between us and a KBS-affiliated co-venturer will not have the benefit of arm’s-length negotiation of the type normally conducted between unrelated co-venturers. The KBS-affiliated co-venturer may have economic or business interests or goals that are or may become inconsistent with our business interests or goals. These co-venturers may thus benefit to our and your detriment.

Competition for Tenants and Others

Conflicts of interest may exist to the extent that we acquire properties in the same geographic areas where other KBS-sponsored programs, KBS-advised investors or affiliated entities own properties. In such a case, a conflict could arise in the leasing of properties in the event that we and another KBS-sponsored program, KBS-advised investor or affiliated entity were to compete for the same tenants in negotiating leases, or a conflict could arise in connection with the resale of properties in the event that we and another KBS-sponsored program, KBS-advised investor or affiliated entity were to attempt to sell similar properties at the same time. See “Risk Factors—Risks Related to Conflicts of Interest.” Conflicts of interest may also exist at such time as we or KBS Capital Advisors seek to employ developers, contractors, building managers or other third parties. Our advisor and the advisors of other KBS-sponsored programs, KBS-advised investors and affiliated entities will seek to reduce conflicts that may arise with respect to properties available for sale or rent by making prospective purchasers or tenants aware of all such properties. Our advisor and the advisors of other KBS-sponsored programs, KBS-advised investors and affiliated entities will also seek to reduce conflicts relating to the employment of developers, contractors or building managers by making prospective service providers aware of all properties in need of their services. However, our advisor and the advisors of other KBS-sponsored programs, KBS-advised investors and affiliated entities cannot fully avoid these conflicts because they may establish differing terms for resales or leasing of the various properties or differing compensation arrangements for service providers at different properties.

Allocation of Our Affiliates’ Time

We rely on KBS Capital Advisors and the real estate, management, accounting and debt finance professionals our advisor has assembled, for the day-to-day operation of our business. KBS Capital Advisors is also the advisor to other KBS-sponsored programs. In addition, all of our executive officers, some of our directors and other key real estate and debt finance professionals assembled by our advisor are also executive officers, directors, and key real estate and debt finance professionals for other KBS-sponsored programs. Many of these individuals are also executive officers of KBS Realty Advisors and its affiliates, the advisors of the private KBS-sponsored programs and the investment advisors to institutional investors in real estate and real estate-related assets. As a result of their interests in other KBS-sponsored programs, their obligations to other investors and the fact that they engage in and they will continue to engage in other business activities on behalf of themselves and others, all of our executive officers, some of our directors and other key real estate and debt finance professionals assembled by our advisor face conflicts of interest in allocating their time among us, other KBS-sponsored programs as well as other business activities in which they are involved.

In addition, KBS Capital Advisors and KBS Realty Advisors and their affiliates share many of the same key real estate and debt finance professionals. Our executive officers and the key real estate, debt finance, management and accounting professionals affiliated with our sponsors who provide services to us are not obligated to devote a fixed amount of their time to us.

Our sponsor believes that our executive officers and the other key professionals have sufficient time to fully discharge their responsibilities to us and to the other businesses in which they are involved. We believe that our affiliates and executive officers will devote the time required to manage our business and expect that the amount of time a particular executive officer or affiliate devotes to us will vary during the course of the year and depend on our business activities at the given time. Because many of the operational aspects of KBS-sponsored programs are very similar, there are significant efficiencies created by the same team of individuals at our advisor providing services to multiple programs. For example, our advisor has streamlined the structure for financial reporting, internal controls and investment approval processes for the programs.

Receipt of Fees and Other Compensation by KBS Capital Advisors and its Affiliates

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KBS Capital Advisors and its affiliates receive substantial fees from us, which fees were not negotiated at arm’s-length. These fees could influence our advisor’s advice to us as well as the judgment of its affiliates, some of whom also serve as our executive officers and affiliated directors, and the key real estate, debt finance, management and accounting professionals at our advisor. Among other matters, these compensation arrangements could affect their judgment with respect to:

• the continuation, renewal or enforcement of our agreements with KBS Capital Advisors and its affiliates, including the advisory agreement and the dealer manager agreement;

• recommendations to our board of directors with respect to developing, overseeing, implementing and coordinating our NAV procedures, or the decision to adjust the value of certain of our assets or liabilities if our advisor is responsible for valuing them;

• offerings of equity by us, including using our securities to acquire portfolios or other companies, which may entitle KBS Capital Markets Group to dealer-manager fees and will likely entitle KBS Capital Advisors to increased advisory fees;

• whether to engage KBS Management Group, which may receive fees in connection with the management of our properties regardless of the quality of the services provided to us, to manage our properties; and

• whether we pursue a liquidity event such as a listing of our shares of common stock on a national securities exchange, a sale of the company or a liquidation of our assets, which (i) may make it more likely for us to become self-managed or internalize our management, (ii) could positively or negatively affect the sales efforts for other KBS-sponsored programs, depending on the price at which our shares trade or the consideration received by our stockholders, and/or (iii) affect the advisory fees received by our advisor.

Our Board of Directors’ Loyalties to KBS REIT I, KBS REIT II, KBS REIT III, and KBS Strategic Opportunity REIT II and Possibly to Future KBS-Sponsored Programs

Three of our directors, including one of our independent directors, Mr. Yee, are also directors of KBS Strategic Opportunity REIT II. One of our affiliated directors is also a director of KBS REIT I, KBS REIT II, and KBS REIT III. The loyalties of our directors serving on the boards of directors of KBS REIT I, KBS REIT II, KBS REIT III, and KBS Strategic Opportunity REIT II, or possibly on the board of directors of future KBS-sponsored programs, may influence the judgment of our board when considering issues for us that also may affect other KBS-sponsored programs, such as the following:

• The conflicts committee of our board must evaluate the performance of KBS Capital Advisors with respect to whether KBS Capital Advisors is presenting to us our fair share of investment opportunities. If our advisor is not presenting a sufficient number of investment opportunities to us because it is presenting many opportunities to other KBS-sponsored programs or if our advisor is giving preferential treatment to other KBS-sponsored programs in this regard, our conflicts committee may not be well suited to enforce our rights under the terms of the advisory agreement or to seek a new advisor.

• We could enter into transactions with other KBS-sponsored programs, such as property sales, acquisitions or financing arrangements. Such transactions might entitle our advisor or its affiliates to fees and other compensation from both parties to the transaction. Decisions of our board regarding the terms of those transactions may be influenced by our board’s loyalties to such other KBS-sponsored programs.

• A decision of our board regarding the timing of a debt or equity offering could be influenced by concerns that the offering would compete with offerings of other KBS-sponsored programs.

• A decision of our board regarding the timing of property sales could be influenced by concerns that the sales would compete with those of other KBS-sponsored programs.

• A decision of our board regarding whether we pursue a liquidity event such as a listing of our shares of common stock on a national securities exchange, a sale of the company or a liquidation of our assets, which could positively or negatively affect the sales efforts for other KBS-sponsored programs.

Fiduciary Duties Owed by Some of Our Affiliates to Our Advisor and Our Advisor’s Affiliates

All of our executive officers, our affiliated directors and the key real estate and debt finance professionals at our advisor are also officers, directors, managers, key professionals and/or holders of a direct or indirect controlling interest in or for:

• KBS Capital Advisors, our advisor;

• KBS Capital Markets Group, our dealer manager; and/or

• other KBS-sponsored programs.

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Through KBS-affiliated entities, some of these persons also serve as the investment advisors to KBS-advised investors. As a result, they owe fiduciary duties to each of these KBS-sponsored programs, their stockholders, members and limited partners and the KBS-advised investors. These fiduciary duties may from time to time conflict with the fiduciary duties that they owe to us.

Affiliated Dealer Manager

Since our dealer manager is an affiliate of KBS Capital Advisors, our stockholders will not have the benefit of an independent due diligence review and investigation of the type normally performed by an independent underwriter in connection with the offering of securities. See “Plan of Distribution.”

Our dealer manager currently acts as the dealer manager for KBS Strategic Opportunity REIT II and KBS Growth & Income REIT. In addition, from time to time KBS Capital Markets Group serves as the dealer manager for private programs. Future programs may also seek to raise capital through our dealer manager through offerings conducted concurrently with our offering. As a result, our sponsors and the dealer manager may face conflicts of interest arising from potential competition with these other programs for investors and investment capital. Our sponsors and KBS Capital Markets Group generally seek to avoid simultaneous offerings by programs that have a substantially similar mix of investment characteristics, including key investment objectives. Nevertheless, there may be periods during which one or more programs for which KBS Capital Markets Group acts as the dealer manager will be raising capital and may compete with us for investment capital.

Certain Conflict Resolution Measures

Conflicts Committee

In order to ameliorate the risks created by conflicts of interest, we have created a conflicts committee of our board of directors composed of all of our independent directors. An independent director is a person who is not one of our officers or employees or an officer or employee of KBS Capital Advisors, our sponsor or their affiliates and has not been so for the previous two years and meets the other requirements set forth in our charter.

Our charter authorizes the conflicts committee to act on any matter permitted under Maryland law. Both our board of directors and the conflicts committee must act upon those conflict-of-interest matters that cannot be delegated to a committee under Maryland law. Our charter also empowers the conflicts committee to retain its own legal and financial advisors at our expense. Among the matters we expect the conflicts committee to act upon are:

• the continuation, renewal or enforcement of our agreements with KBS Capital Advisors and its affiliates, including the advisory agreement and the dealer manager agreement;

• offerings of securities;

• the provision of direction and oversight to our advisor in connection with its authority to make the decisions regarding our investments;

• sales of properties and other investments;

• investments in assets;

• originations of loans;

• borrowings;

• transactions with affiliates;

• compensation of our officers and affiliated directors should we ever employ and compensate our officers directly;

• whether and when we seek to list our shares of common stock on a national securities exchange;

• whether and when we seek to become self-managed, which decision could lead to our acquisition of entities affiliated with our advisor; and

• whether and when we seek to sell the company or substantially all of its assets.

Other Charter Provisions Relating to Conflicts of Interest

In addition to the creation of the conflicts committee, our charter contains many other restrictions relating to conflicts of interest including the following:

Advisor Compensation . The conflicts committee evaluates at least annually whether the compensation that we contract to pay to KBS Capital Advisors and its affiliates is reasonable in relation to the nature and quality of services performed and whether such compensation is within the limits prescribed by the charter. The conflicts committee supervises the performance of KBS Capital Advisors and its affiliates and the compensation we pay to them to determine whether the

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provisions of our compensation arrangements are being carried out. This evaluation is based on the following factors as well as any other factors deemed relevant by the conflicts committee:

• the amount of the fees and any other compensation, including stock-based compensation, paid to KBS Capital Advisors and its affiliates in relation to the size, composition and performance of our investments;

• whether the total fees and expenses incurred by us are reasonable in light of our investment performance, net assets, net income and the fees and expenses of other comparable unaffiliated REITs;

• the success of KBS Capital Advisors in generating appropriate investment opportunities;

• the rates charged to other companies, including other REITs, by advisors performing similar services;

• additional revenues realized by KBS Capital Advisors and its affiliates through their relationship with us, including whether we pay them or they are paid by others with whom we do business;

• the quality and extent of service and advice furnished by KBS Capital Advisors and its affiliates;

• the performance of our investment portfolio; and

• the quality of our portfolio relative to the investments generated by KBS Capital Advisors and its affiliates for their own account and for their other clients.

Under our charter, we can only pay our advisor, a director, our sponsor or an affiliate thereof, a disposition fee in connection with the sale of an asset if that person provides a substantial amount of the services in the effort to sell the asset, the commission does not exceed 3% of the sales price of the asset, and, if in connection with a disposition commissions are paid to third parties unaffiliated with our sponsor, the commission paid to our advisor, a director, our sponsor or an affiliate thereof does not exceed the commissions paid to such unaffiliated third parties. Although our charter limits the disposition fee we may pay to our advisor, a director, our sponsor or an affiliate thereof to 3% of the sales price, our advisory agreement does not provide a disposition fee to our advisor. Any change to this would require the approval of a majority of the members of our conflicts committee. Moreover, our charter also provides that the commission paid to our advisor, a director, our sponsor or an affiliate thereof, when added to all other disposition fees paid to unaffiliated parties in connection with the sale, may not exceed the lesser of a competitive real estate commission or 6% of the sales price of the asset. To the extent this disposition fee is paid upon the sale of any assets other than real property, it will count against the limit on “total operating expenses” described below. We do not intend to sell assets to affiliates. However, if we do sell an asset to an affiliate, our organizational documents would not prohibit us from paying our advisor a disposition fee. Before we sold an asset to an affiliate, our charter would require that a majority of the board of directors (including a majority of the members of the conflicts committee) not otherwise interested in the transaction conclude that the transaction is fair and reasonable to us.

Our charter also requires that, in order to be excluded from the limit on “total operating expenses” described below, any gain from the sale of assets that we may pay our advisor or an entity affiliated with our advisor be reasonable. Such an interest in gain from the sale of assets is presumed reasonable if it does not exceed 15% of the balance of the net sale proceeds remaining after payment to common stockholders, in the aggregate, of an amount equal to 100% of the original issue price of the common stock, plus an amount equal to 6% of the original issue price of the common stock per year cumulative. Prior to the commencement of this offering, we will amend our advisory agreement to provide an annual-return-based incentive fee based on the change in NAV per share and distributions of that year, and it will be subject to the limit on “total operating expenses” described below.

If we ever decided to become self-managed by acquiring entities affiliated with our advisor, our charter would require that a majority of the board of directors (including a majority of the members of the conflicts committee) not otherwise interested in the transaction conclude that such internalization transaction is fair and reasonable to us and on terms and conditions no less favorable to us than those available from third parties.    

Our charter also limits the amount of acquisition and origination fees and expenses we can incur to a total of 6% of the contract purchase price for the asset or, in the case of a loan we originate, 6% of the funds advanced. This limit may only be exceeded if a majority of the board of directors (including a majority of the members of the conflicts committee) not otherwise interested in the transaction approves the fees and expenses and finds the transaction to be commercially competitive, fair and reasonable to us. Prior to the commencement of this offering, we will amend our advisory agreement to eliminate any acquisition and origination fees. Any increase in the acquisition and origination fee stipulated in the advisory agreement would require the approval of a majority of the members of the conflicts committee.

Term of Advisory Agreement . Each contract for the services of our advisor may not exceed one year, although there is no limit on the number of times that we may retain a particular advisor. The conflicts committee or our advisor may terminate our advisory agreement with KBS Capital Advisors without cause or penalty on 60 days’ written notice. In such event, KBS Capital Advisors must cooperate with us and our directors in making an orderly transition of the advisory

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function.

Our Acquisitions . We will not purchase or lease assets in which our advisor, our sponsor, any of our directors or any of their affiliates has an interest without a determination by a majority of the board of directors (including a majority of the members of the conflicts committee) not otherwise interested in the transaction that such transaction is fair and reasonable to us and at a price to us no greater than the cost of the asset to the affiliated seller or lessor, unless there is substantial justification for the excess amount. In no event may we acquire any such real property at an amount in excess of its current appraised value.

Our charter provides that the consideration we pay for real property will ordinarily be based on the fair market value of the property as determined by a majority of the members of the board of directors, or the approval of a majority of a committee of the board, provided that the members of the committee approving the transaction would also constitute a majority of the board. In cases in which a majority of our independent directors so determine, and in all cases in which real property is acquired from our advisor, our sponsor, any of our directors or any of their affiliates, the fair market value shall be determined by an independent expert selected by our independent directors not otherwise interested in the transaction.

Mortgage Loans Involving Affiliates. Our charter prohibits us from investing in or making mortgage loans in which the transaction is with our advisor, our sponsor, our directors or any of their affiliates, unless an independent expert appraises the underlying property. We must keep the appraisal for at least five years and make it available for inspection and duplication by any of our stockholders. In addition, a mortgagee’s or owner’s title insurance policy or commitment as to the priority of the mortgage or the condition of the title must be obtained. Our charter prohibits us from making or investing in any mortgage loans that are subordinate to any mortgage or equity interest of KBS Capital Advisors, our directors or officers or any of their affiliates.

Other Transactions Involving Affiliates. A majority of the board of directors (including a majority of the members of the conflicts committee) not otherwise interested in the transactions must conclude that all other transactions, including joint ventures, between us and our advisor, our sponsor, any of our directors or any of their affiliates, are fair and reasonable to us and are either on terms and conditions not less favorable to us than those available from unaffiliated third parties or, in the case of joint ventures, on substantially the same terms and conditions as those received by the other joint venturers.

Limitation on Operating Expenses. Our advisor must reimburse us the amount by which our aggregate total operating expenses for the four fiscal quarters then ended exceed the greater of 2% of our average invested assets or 25% of our net income, unless the conflicts committee has determined that such excess expenses were justified based on unusual and non-recurring factors. “Average invested assets” means the average monthly book value of our assets during the 12-month period before deducting depreciation, bad debts or other non-cash reserves. “Total operating expenses” means all expenses paid or incurred by us, as determined under GAAP, that are in any way related to our operation, including advisory fees, but excluding (a) the expenses of raising capital such as organization and offering expenses, legal, audit, accounting, underwriting, brokerage, listing, registration and other fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and stock exchange listing of our stock; (b) interest payments; (c) taxes; (d) non-cash expenditures such as depreciation, amortization and bad debt reserves; (e) reasonable incentive fees based on the gain from the sale of our assets; and (f) acquisition fees and origination fees, acquisition and origination expenses (including expenses relating to potential investments that we do not close), disposition fees on the sale of real property and other expenses connected with the acquisition, origination, disposition and ownership of real estate interests, loans or other property (other than disposition fees on the sale of assets other than real property), including the costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of property.

Issuance of Options and Warrants to Certain Affiliates. Until our shares of common stock are listed on a national securities exchange, we will not issue options or warrants to purchase our common stock to our advisor, our sponsor, our directors or any of their affiliates, except on the same terms as such options or warrants are sold to the general public. We may issue options or warrants to persons other than our advisor, our sponsor, our directors or any of their affiliates prior to listing our common stock on a national securities exchange, but not at exercise prices less than the fair market value of the underlying securities on the date of grant and not for consideration (which may include services) that in the judgment of the conflicts committee has a market value less than the value of such option or warrant on the date of grant. Any options or warrants we issue to our advisor, our sponsor, our directors or any of their affiliates shall not exceed an amount equal to 10% of the outstanding shares of our common stock on the date of grant.

Repurchase of Our Shares . Our charter provides that we may not voluntarily repurchase shares of our common stock if such repurchase would impair our capital or operations. In addition, our charter prohibits us from paying a fee to KBS Capital Advisors or our directors or officers or any of their affiliates in connection with our repurchase of our common stock.

Loans. We will not make any loans to our advisor, our sponsor, our directors or any of their affiliates. In addition, we will not borrow from these parties unless a majority of the board of directors (including a majority of the members of the

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conflicts committee) not otherwise interested in the transaction approves the transaction as being fair, competitive and commercially reasonable and no less favorable to us than comparable loans between unaffiliated parties. These restrictions on loans will only apply to advances of cash that are commonly viewed as loans, as determined by the board of directors. By way of example only, the prohibition on loans would not restrict advances of cash for legal expenses or other costs incurred as a result of any legal action for which indemnification is being sought nor would the prohibition limit our ability to advance reimbursable expenses incurred by directors or officers or KBS Capital Advisors or its affiliates.

Reports to Stockholders. Our charter requires that we prepare an annual report and deliver it to our common stockholders within 120 days after the end of each fiscal year. Our directors are required to take reasonable steps to ensure that the annual report complies with our charter provisions. Among the matters that must be included in the annual report or included in a proxy statement delivered with the annual report are:

• financial statements prepared in accordance with GAAP that are audited and reported on by independent certified public accountants;

• the ratio of the costs of raising capital during the year to the capital raised;

• the aggregate amount of advisory fees and the aggregate amount of other fees paid to KBS Capital Advisors and any affiliates of KBS Capital Advisors by us or third parties doing business with us during the year;

• our total operating expenses for the year stated as a percentage of our average invested assets and as a percentage of our net income;

• a report from the conflicts committee that our policies are in the best interests of our common stockholders and the basis for such determination; and

• a separately stated, full disclosure of all material terms, factors and circumstances surrounding any and all transactions involving us and our advisor, a director or any affiliate thereof during the year, which disclosure has been examined and commented upon in the report by the conflicts committee with regard to the fairness of such transactions.

Voting of Shares Owned by Affiliates. Before becoming a common stockholder, KBS Capital Advisors, our directors and officers and their affiliates must agree not to vote their shares of common stock regarding (i) the removal of any of these affiliates or (ii) any transaction between them and us.

Ratification of Charter Provisions. Our board of directors and the conflicts committee have approved and ratified our charter by the vote of a majority of their respective members, as required by our charter.

Internalization Fee Restriction

If we ever decided to become self-managed by acquiring entities affiliated with our advisor, our charter requires that a majority of our board of directors (including a majority of the members of the conflicts committee) not otherwise interested in the transaction conclude that such internalization transaction is fair and reasonable to us and on terms and conditions no less favorable to us than those available from third parties. In the event our board of directors and conflicts committee determine that it is in our best interest to obtain the personnel needed to become self-managed by entering into a business combination with affiliates of our sponsor (an “Internalization Transaction”), then we will not enter into such an Internalization Transaction unless our advisor or one of its affiliates agrees to proceed with the Internalization Transaction without the payment of any internalization fee or other consideration by us, whether in the form of a cash payment or in the form of stock, warrants or options.

Allocation of Investment Opportunities

Many investment opportunities that are suitable for us may also be suitable for other KBS-sponsored programs, as well as for the KBS-advised investors for whom our advisor, KBS Realty Advisors and their affiliates serve as investment advisors. KBS Capital Advisors, as our advisor and the advisor to KBS REIT I, KBS REIT II, KBS Legacy Partners Apartment REIT, KBS REIT III, KBS Strategic Opportunity REIT II, and KBS Growth & Income REIT, and KBS Realty Advisors and its affiliates share many of the same key real estate and debt finance professionals. When these real estate and debt finance professionals direct an investment opportunity to any KBS-sponsored program or KBS-advised investors they, in their sole discretion, will have to determine the program or investor for which the investment opportunity is most suitable based on the investment objectives, portfolio and criteria of each program or investor. The factors that the real estate and debt finance professionals will consider when determining the KBS-sponsored program or KBS-advised investor for which an investment opportunity would be the most suitable are the following:

• the investment objectives and criteria of each program or investor;

• the cash requirements of each program or investor;

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• the effect of the investment on the diversification of each program’s or investor’s portfolio by type of investment, risk of investment, type of commercial property, geographic location of properties, and tenants of properties;

• the policy of each program or investor relating to leverage;

• the anticipated cash flow of the property or asset to be acquired;

• the income tax effects of the purchase on each program or investor;

• the size of the investment; and

• the amount of funds available to each program or investor and the length of time such funds have been available for investment.

While we believe it will be infrequent, if a subsequent event or development, such as a delay in the closing of a property or investment or a delay in the construction of a property, causes any investment, in the opinion of our advisor’s real estate and debt finance professionals, to be more appropriate for another KBS-sponsored program or a KBS-advised investor, they may offer the investment to such KBS-sponsored program or KBS-advised investor.

KBS Strategic Opportunity REIT II is focused on opportunistic real estate and real estate-related investments that are similar to our targeted investments. While KBS Strategic Opportunity REIT II is concluding its offering and acquisition phase, our advisor does not believe it is likely we will be competing directly with KBS Strategic Opportunity REIT II for investment opportunities because our advisor believes the investment opportunities appropriate for our portfolio will likely be in a price range of $[__] million or more, while KBS Strategic Opportunity REIT II will likely be considering investments at a purchase price less than $[__] million based on its current portfolio composition and available cash for investment. However, even after this time, based upon asset sales and the maturity, prepayment or workout of debt-related investments or market conditions, KBS Strategic Opportunity REIT II may from time to time seek to make additional investments at the same time as us. It shall be the duty of our board of directors, including the independent directors, to ensure that the allocation method described above is applied fairly to us.

Our advisory agreement with KBS Capital Advisors requires that KBS Capital Advisors inform the conflicts committee each quarter of the investments that have been purchased by other KBS-sponsored programs and KBS-advised investors for whom KBS Capital Advisors, KBS Realty Advisors or one of their affiliates serves as an investment advisor so that the conflicts committee can evaluate whether we are receiving our fair share of opportunities. KBS Capital Advisors’ success in generating investment opportunities for us and the fair allocation of opportunities among KBS-sponsored programs and KBS-advised investors are important factors in the conflicts committee’s determination to continue or renew our arrangements with KBS Capital Advisors and its affiliates. The conflicts committee has a duty to ensure that favorable investment opportunities are not disproportionately allocated to other KBS-sponsored programs or KBS-advised investors. For so long as we are externally advised, our charter provides that it shall not be a proper purpose of the corporation for us to make any significant investment unless our advisor has recommended the investment to us.

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INVESTMENT OBJECTIVES AND CRITERIA

General

We intend to invest in and manage a diverse portfolio of opportunistic real estate, real estate-related loans, real estate-related securities and other real estate-related investments. In particular, we are currently focused on acquiring properties with significant possibilities for short-term capital appreciation, such as those requiring development, redevelopment or repositioning or those located in markets with higher volatility, lower barriers to entry and high growth potential. We may acquire office, industrial, retail, hospitality, multi-family and other real properties, including existing or newly constructed properties or properties under development or construction. We also may invest in real estate-related loans, including but not limited to mortgage, bridge or mezzanine loans. Further, we may invest in real estate-related securities, including securities issued by other real estate companies, either for investment or in change of control transactions completed on a negotiated basis or otherwise. We anticipate that the majority of our investments will be made in the United States, although we may also invest outside the United States to the extent that opportunities exist that may help us meet our investment objectives.

Our primary investment objectives are:

• to provide you with attractive and stable returns; and

• to preserve and return your capital contribution.

We plan to lease-up and stabilize existing assets. We plan to explore value-add opportunities for existing assets and seek to realize growth in the value of our investments by timing asset sales to maximize their value. We also intend to actively pursue additional lending and investment opportunities that we believe will provide an attractive risk-adjusted return to our stockholders.

We believe that we are most likely to meet our investment objectives through the careful selection and underwriting of assets. When making an investment, we will emphasize the performance and risk characteristics of that investment, how that investment will fit with our portfolio-level performance objectives, the other assets in our portfolio and how the returns and risks of that investment compare to the returns and risks of available investment alternatives.

Although the foregoing represents our present investment focus and targets, we may adjust any of the foregoing based on real estate market conditions and investment opportunities. Our board may revise our investment policies, which we describe in more detail below, without the approval of our stockholders. Our conflicts committee will review our investment policies at least annually to determine whether our policies are in the best interests of our stockholders. Our charter requires that the conflicts committee include the basis for its determination in its minutes and in an annual report delivered to our stockholders. Our funds will be invested in accordance with our charter, which places numerous limitations on us with respect to the manner in which we may invest (see “—Charter-imposed Investment Limitations”).

Investment Policies

Opportunistic Real Estate

We intend to invest in commercial properties, including but not limited to office, office-tech, retail, apartment, industrial and hotel properties, as well as property for development or redevelopment into commercial properties, such as land or vacant buildings, in each case, that have been identified as being opportunistic investments with significant possibilities for near-term capital appreciation. These properties will be identified as such because of their property-specific characteristics or their market characteristics. For instance, properties that may benefit from unique repositioning opportunities or for development or redevelopment or which are located in markets with higher volatility, lower barriers to entry and high growth potential may present appropriate investments for us.

We will use an opportunistic investment strategy in which we will seek to invest in real estate that we believe may be developed, redeveloped or repositioned so that it will reach an optimum value after our acquisition or investment. We may acquire properties with lower tenant quality or low occupancy rates and reposition them by seeking to improve the property, tenant quality and occupancy rates and thereby increase lease revenues and overall property value. Further, we may invest in properties that we believe are an attractive value because all or a portion of the tenant leases expire within a short period after the date of acquisition and we intend to renew leases or replace existing tenants at the properties for improved tenant quality. We may invest in a wide variety of commercial properties, including, without limitation, office buildings, shopping centers, business and industrial parks, manufacturing facilities, apartment buildings, warehouses and distribution facilities, and motel and hotel properties. We may purchase land or properties that have been constructed and have operating histories, are newly constructed, are under development or construction, or are not yet developed. We may also acquire properties in markets that are depressed or overbuilt with the anticipation that, within our anticipated holding period, the markets will recover and favorably impact the value of these properties. Many of the markets where we will acquire properties may have low barriers to entry and higher volatility in real estate lease rates and sale prices. As a result of our flexibility to invest in a variety of

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types of commercial properties rather than in specific limited property types, our intent to target properties with significant possibilities for near-term capital appreciation, and our use of a higher degree of leverage, we believe that our investments generally will provide a rate of return superior to real estate programs that invest in a limited range of property types, have a longer anticipated holding period, utilize leverage to a lesser degree and/or employ more conservative investment strategies.

One factor in considering an investment will be providing cash distributions to our stockholders. However, because a significant factor in the valuation of income-producing real properties is their potential for future appreciation in value, we anticipate that the majority of properties we acquire will have the potential for both capital appreciation and increased cash flow from operations in order to provide cash distributions to stockholders.

We will generally hold fee title or a long-term leasehold estate in the properties we acquire. We may also invest in or acquire operating companies or other entities that own and operate assets that meet our investment objectives. We will make investments in other entities when we consider it more efficient to acquire an entity that already owns assets meeting our investment objectives than to acquire such assets directly. We may also participate with other entities (including affiliated entities) in property ownership through joint ventures, limited liability companies, partnerships and other types of common ownership.

Our advisor intends to diversify our real estate property investments by investment type, geographic region, investment size and investment risk. We will focus on markets where KBS-affiliated entities or a partner to us or our advisor has an established market presence, market knowledge and access to potential investments, as well as an ability to direct property management and leasing operations efficiently. We will review and change our target markets periodically in response to changing market opportunities and to maintain a diverse portfolio. Economic and real estate market conditions vary widely both region to region and among different property types within each region and submarket, and we intend to spread our investments both across regions and among the submarkets within regions.

Conditions to Closing Real Property Investments. Our advisor will perform a diligence review on each property that we purchase. As part of this review, our advisor or a partner to us our advisor will obtain an environmental site assessment for each proposed acquisition (which at a minimum includes a Phase I environmental assessment). We will not close the purchase of any property unless we are generally satisfied with the environmental status of the property. Our investment policy currently provides that the purchase price of each property will not exceed its fair market value at the time of our acquisition of the property. We will also generally seek to condition our obligation to close the purchase of any investment on the delivery of certain documents from the seller or developer. Such documents include, where available:

• plans and specifications;

• surveys;

• evidence of readily transferable title to the proposed investment property, subject to such liens and encumbrances as are acceptable to KBS Capital Advisors;

• title insurance policies; and

• financial statements covering recent operations of properties that have operating histories.

Tenant Improvements. We anticipate that tenant improvements required at the time of our acquisition of a property will be funded from our offering proceeds and financings or from operating cash flow. However, at such time as a tenant of one of our properties does not renew its lease or otherwise vacates its space in one of our buildings, it is likely that, in order to attract new tenants, we will be required to expend substantial funds for tenant improvements and tenant refurbishments to the vacated space, which may be funded from borrowings and offering proceeds, including proceeds from our dividend reinvestment plan.

Terms of Leases. We expect that the vast majority of the leases we enter will provide for tenant reimbursement of operating expenses. Operating expenses typically include real estate taxes, special assessments, insurance, utilities, common area maintenance and some building repairs. We also intend to include provisions in our leases that increase the amount of base rent payable at various points during the lease term and/or provide for the payment of additional rent calculated as a percentage of a tenant’s gross sales above predetermined thresholds. However, the terms and conditions of any leases we acquire as part of an acquisition of a property or into which we enter with respect to the properties we acquire may vary substantially from those described. We will describe the terms of leases on properties we acquire by means of a supplement to this prospectus where and to the extent we believe such terms are material to a decision to purchase shares in this offering.

Tenant Creditworthiness. We will execute new tenant leases and tenant lease renewals, expansions and extensions with terms dictated by the current submarket conditions and the verifiable creditworthiness of each particular tenant. We will use a number of industry credit rating services to determine the creditworthiness of potential tenants and any personal

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guarantor or corporate guarantor of each potential tenant. The reports produced by these services will be compared to the relevant financial data collected from these parties before consummating a lease transaction. Relevant financial data from potential tenants and guarantors includes income statements and balance sheets for the current year and for prior periods, net worth or cash flow statements of guarantors and other information we deem relevant. Third-party brokers will handle the lease-up of our properties with the supervision, support and assistance of the KBS Capital Advisors asset manager that is responsible for managing the lease-up and operation of the property through its sale.

Investments in Real Estate-Related Loans

We may invest in real estate-related loans, including distressed debt, first and second mortgage loans, mezzanine loans, B-Notes, bridge loans, convertible mortgages, wraparound mortgage loans, construction mortgage loans and participations in such loans. We may structure, underwrite and originate the debt products in which we invest. Our underwriting process will involve comprehensive financial, structural, operational and legal due diligence to assess the risks of investments so that we can optimize pricing and structuring. By originating loans directly, we will be able to efficiently structure a diverse range of products.

We may sell some of the loans (or portions of the loans after separating them into tranches) that we originate to third parties for a profit. We expect to hold other loans (or portions of loans) for investment.

Described below are some of the types of loans we may originate or acquire:

Distressed Debt . Distressed debt may include sub- and non-performing real estate loans acquired from financial institutions and performing loans acquired from distressed sellers. We make these investments when we believe our underwriting, credit, financing and asset management experience will enable us to generate above-average risk-adjusted returns by resolving these distressed loans expeditiously through refinancings, negotiated repayments with borrowers or foreclosure and subsequent sale of the underlying property. A sub-performing loan is a loan with a very high loan-to-value ratio and a low debt service coverage ratio and that is likely to default at maturity because the property securing the loan cannot support a refinancing of the loan’s entire unpaid principal balance. A non-performing loan is a loan that is in default of its covenants, is past due in interest payments, or is past its final maturity date and has not been repaid. Sub- and non-performing loans are typically purchased at a discount to the note’s face amount.

In certain cases, we may invest in distressed debt in cases in which we do not expect the borrower to perform in accordance with the contractual terms, including the repayment of the principal amounts outstanding under the loans, the payment of interest at the stated amounts on the faces of the notes or the repayment of the loans upon their maturity dates. We may explore various strategies for these investments including the following: (i) negotiating with the borrowers for reduced payoffs, (ii) restructuring the terms of the loans, and (iii) enforcing our rights as lender under the loans and foreclosing on the collateral securing the loans. Ultimately, we may obtain title to properties securing our non-performing loan investments via foreclosure or deed-in-lieu proceedings, which are typically non-stabilized or otherwise not performing optimally.

Mortgage Loans . We may originate or acquire mortgage loans structured to permit us to (i) retain the entire loan or (ii) sell or securitize the lower yielding senior portions of the loan and retain the higher yielding subordinate investment (or vice-versa). We expect these loans to be secured by commercial properties and generally range in size from $5 million to $50 million, with exceptions, such as high-quality loans with low loan-to-value ratios. We may also acquire seasoned mortgage loans in the secondary market secured by single assets as well as portfolios of performing and sub-performing loans that were originated by third-party lenders such as banks, life insurance companies and other owners.

Second Mortgages . We may invest in second mortgages, which are loans secured by second deeds of trust on real property that is already subject to prior mortgage indebtedness, in an amount which, when added to the existing indebtedness, does not generally exceed 75% of the appraised value of the mortgage property.

B-Notes . B-Notes are junior participations in a first mortgage loan on a single property or group of related properties. The senior participation is known as an A-Note. Although a B-Note may be evidenced by its own promissory note, it shares a single borrower and mortgage with the A-Note and is secured by the same collateral. Though B-Note lenders have the same obligations, collateral and borrower as the A-Note lender, in most instances B-Note lenders are contractually limited in rights and remedies in the event of a default. The B-Note is subordinate to the A-Note by virtue of a contractual or intercreditor arrangement between the A-Note lender and the B-Note lender. For the B-Note lender to actively pursue its available remedies (if any), it must, in most instances, purchase the A-Note or maintain its performing status in the event of a default on the B-Note. The B-Note lender may in some instances require a security interest in the stock or partnership interests of the borrower as part of the transaction. If the B-Note holder can obtain a security interest, it may be able to accelerate gaining control of the underlying property, subject to the rights of the A-Note holder. These debt instruments are senior to the mezzanine debt tranches described below, though they may be junior to another junior participation in the first mortgage loan. B-Notes may or may not be rated by a recognized rating agency.

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B-Notes typically are secured by a single property, and the associated credit risk is concentrated in that single property. B-Notes share certain credit characteristics with second mortgages in that both are subject to more credit risk with respect to the underlying mortgage collateral than the corresponding first mortgage or the A-Note. Our management believes that B-Notes are one of the safest subordinated debt instruments because B-Notes share a single mortgage with the A-Note and, as a result, its position survives an event of foreclosure. After the A-Note is satisfied, any remaining recoveries go next to the B-Note holder.

Mezzanine Loans. The mezzanine loans we may originate or acquire will generally take the form of subordinated loans secured by a pledge of the ownership interests of an entity that directly or indirectly owns real property. We may hold senior or junior positions in mezzanine loans, such senior or junior position denoting the particular leverage strip that may apply.

We may require other collateral to provide additional security for mezzanine loans, including letters of credit, personal guarantees or collateral unrelated to the property. We may structure our mezzanine loans so that we receive a stated fixed or variable interest rate on the loan as well as a percentage of gross revenues and a percentage of the increase in the fair market value of the property securing the loan, payable upon maturity, refinancing or sale of the property. Our mezzanine loans may also have prepayment lockouts, penalties, minimum profit hurdles and other mechanisms to protect and enhance returns in the event of premature repayment.

These types of investments generally involve a lower degree of risk than an equity investment in an entity that owns real property because the mezzanine investment is generally secured by the ownership interests in the property-owning entity and, as a result, is senior to the equity. Upon a default by the borrower under the mezzanine loan, the mezzanine lender generally can take immediate control and ownership of the property-owning entity, subject to the senior mortgage on the property that stays in place in the event of a mezzanine default and change of control of the borrower.

These types of investments involve a higher degree of risk relative to the long-term senior mortgage secured by the underlying real property because the investment may become unsecured as a result of foreclosure by the senior lender. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy the mezzanine loan. If a borrower defaults on our mezzanine loan or debt senior to our loan, or in the event of a borrower bankruptcy, our mezzanine loan will be satisfied only after the senior debt.

Bridge Loans. We may offer bridge financing products to borrowers who are typically seeking short-term capital to be used in an acquisition, development or refinancing of a given property. From the borrower’s perspective, shorter-term bridge financing is advantageous because it allows time to improve the property value through repositioning without encumbering it with restrictive long-term debt. The terms of these loans generally do not exceed three years.

Convertible Mortgages. Convertible mortgages are similar to equity participations. We may invest in and/or originate convertible mortgages if our directors conclude that we may benefit from the cash flow or any appreciation in the value of the subject property.

Wraparound Mortgages. A wraparound mortgage loan is secured by a wraparound deed of trust on a real property that is already subject to prior mortgage indebtedness, in an amount which, when added to the existing indebtedness, does not generally exceed 75% of the appraised value of the mortgage property. A wraparound loan is one or more junior mortgage loans having a principal amount equal to the outstanding balance under the existing mortgage loan, plus the amount actually to be advanced under the wraparound mortgage loan. Under a wraparound loan, we would generally make principal and interest payments on behalf of the borrower to the holders of the prior mortgage loans.

Construction Loans. Construction loans are loans made for either original development or renovation of property. Construction loans in which we would generally consider an investment would be secured by first deeds of trust on real property for terms of six months to two years.

Pre-development Loans and Land Loans. We may provide financing to fund the costs of property pre-development as well as land acquisitions. These loans are frequently done in conjunction with construction loans and are often structured as a component of the construction loan. Due to the complexity and underwriting requirements of a construction loan, borrowers often need to secure financing prior to being able to satisfy all of the requirements for the construction loan. Funds are used for acquisition of the land, pre-development and site work and to fund other costs until a guaranteed maximum construction price can be put into place. The terms of these loans generally do not exceed three years.

Loans on Leasehold Interests. Loans on leasehold interests are secured by an assignment of the borrower’s leasehold interest in the particular real property. These loans are generally for terms of six months to 15 years. Leasehold interest loans are either amortized over a period that is shorter than the lease term or have a maturity date prior to the date the lease terminates. These loans would generally permit us to cure any default under the lease.

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Loans on Equity Interests. Loans on equity interests are typically made to the general partner or managing member of a newly-formed joint venture acquiring real estate and are often secured by an assignment of the borrower’s equity interest in the particular joint venture and/or a guaranty of payment. These loans are generally for terms of six months to five years. The terms of equity interest loans vary; they can have fixed repayment intervals or be repaid based on cash flow from the property the particular joint venture owns, or both. These loans would generally permit us to become a direct or indirect member of the particular joint venture if a default occurs. We may also originate an equity interest loan where a direct equity investment through a joint venture is not feasible or economical.

Fund Level or Corporate Level Debt. We may invest in various real estate or real estate-related ventures by providing financing to or purchasing the debt obligations of funds or corporate entities with a primary focus on the commercial real estate and real estate finance industries or with significant exposure to real estate, such as REITs, hotels and gaming companies.

Participations . Participation investments are investments in partial interests of loans of the type described above that are made and administered by third-party lenders.

Underwriting Loans. We will not make or invest in mortgage loans unless we obtain an appraisal of the underlying property, except for mortgage loans insured or guaranteed by a government or government agency. We will maintain each appraisal in our records for at least five years and will make it available during normal business hours for inspection and duplication by any stockholder at such stockholder’s expense. In addition to the appraisal, we will seek to obtain a customary lender’s title insurance policy or commitment as to the priority of the mortgage or condition of the title.

We will not make or invest in mortgage loans on any one property if the aggregate amount of all mortgage loans outstanding on the property, including our borrowings, would exceed an amount equal to 85% of the appraised value of the property, unless we find substantial justification due to the presence of other underwriting criteria. We may find such justification in connection with the purchase of mortgage loans in cases in which we believe there is a high probability of our foreclosure upon the property in order to acquire the underlying assets and in which the cost of the mortgage loan investment does not exceed the appraised value of the underlying property. Such mortgages may not be insured or guaranteed by the Federal Housing Administration, the Department of Veterans Affairs or another third party.

In evaluating prospective acquisitions and originations of loans, our management and our advisor will consider factors such as the following:

• the ratio of the amount of the investment to the value of the property by which it is secured;

• the amount of existing debt on the property and the priority thereof relative to our prospective investment;

• the property’s potential for capital appreciation;

• expected levels of rental and occupancy rates;

• current and projected cash flow of the property;

• potential for rental increases;

• the degree of liquidity of the investment;

• the geographic location of the property;

• the condition and use of the property;

• the property’s income-producing capacity;

• the quality, experience and creditworthiness of the borrower; and

• general economic conditions in the area where the property is located.

Our advisor will evaluate all potential loan investments to determine if the security for the loan and the loan-to-value ratio meets our investment criteria and objectives. One of the real estate and debt finance professionals at our advisor or its subsidiary or their agent may inspect material properties during the loan approval process, if such an inspection is deemed necessary. Inspection of a property may be deemed necessary if that property is considered material to the transaction (such as a property representing a significant portion of the collateral underlying a pool of loans) or if there are unique circumstances related to such property such as recent capital improvements or possible functional obsolescence. We also may engage trusted third-party professionals to inspect properties on our behalf.

Most loans that we will consider for investment would provide for monthly payments of interest and some may also provide for principal amortization, although we expect that most of the loans in which we will invest will provide for payments of interest only during the loan term and a payment of principal in full at the end of the loan term.

Our loan investments may be subject to regulation by federal, state and local authorities and subject to laws and

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judicial and administrative decisions imposing various requirements and restrictions, including, among other things, regulating credit granting activities, establishing maximum interest rates and finance charges, requiring disclosure to customers, governing secured transactions and setting collection, repossession and claims handling procedures and other trade practices. In addition, certain states have enacted legislation requiring the licensing of mortgage bankers or other lenders, and these requirements may affect our ability to effectuate our proposed investments in loans. Commencement of operations in these or other jurisdictions may be dependent upon a finding of our financial responsibility, character and fitness. We may determine not to make loans in any jurisdiction in which the regulatory authority believes that we have not complied in all material respects with applicable requirements.

Our charter does not limit the amount of gross offering proceeds that we may apply to loan investments. Our charter also does not place any limit or restriction on:

• the percentage of our assets that may be invested in any type of loan or in any single loan; or

• the types of properties subject to mortgages or other loans in which we may invest.

When determining whether to make investments in mortgage and other loans, we will consider such factors as: positioning the overall portfolio to achieve an optimal mix of real estate-related investments; the diversification benefits of the loans relative to the rest of the portfolio; the potential for the investment to deliver high current income and attractive risk-adjusted total returns; and other factors considered important to meeting our investment objectives. As discussed above, some of the loans we make will be sold shortly after origination.

Investments in Debt Securities

In addition to investments in properties, loans and equity securities (discussed below), we may also invest in real estate-related debt securities such as commercial and residential mortgage-backed securities and debt securities issued by other companies. We may invest in any residential and commercial mortgage-backed securities, collateralized debt obligations or other real estate-related debt security that we believe will provide an attractive risk-adjusted return. While we may invest in any debt-related securities, we expect that the majority of these investments would be commercial mortgage-backed securities or CMBS. A brief description of CMBS follows.

Commercial Mortgage-Backed Securities. CMBS, are securities that evidence interests in, or are secured by, a single commercial mortgage loan or a pool of commercial mortgage loans. Accordingly, these securities are subject to all of the risks of the underlying mortgage loans.

CMBS are generally pass-through certificates that represent beneficial ownership interests in common law trusts whose assets consist of defined portfolios of one or more commercial mortgage loans. They are typically issued in multiple tranches whereby the more senior classes are entitled to priority distributions from the trust’s income. Losses and other shortfalls from expected amounts to be received on the mortgage pool are borne by the most subordinate classes, which receive payments only after the more senior classes have received all principal and/or interest to which they are entitled. The equity tranche, which is the “first loss” position, bears most of the risk associated with the collateral pool. It is possible for a relatively few number of defaults in the collateral pool to cause large losses for the equity tranche. However, if the collateral pool performs well, the equity tranche has a greater potential return than the more senior tranches, which typically have returns capped at the coupon rates of the notes created in the structure.

In addition to tranche seniority, the credit quality of CMBS depends on the credit quality of the underlying mortgage loans, the real estate finance market and the parties directly involved in the transaction, which is a function of factors such as:

• the principal amount of the loans relative to the value of the related properties;

• the mortgage loan terms (e.g. amortization);

• market assessment and geographic location;

• construction quality of the property;

• the creditworthiness of the borrowers;

• macroeconomic variables that affect the supply and demand for commercial real estate;

• structural features of the transaction, such as subordination levels, advancing terms and other credit enhancements;

• the originator of the loan and its motivation to sell it;

• the underwriter and issuer of the transaction and their ability to trade and support it in the secondary markets; and

• the servicers and trustees responsible for running and maintaining the transaction on a daily basis.

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Ratings of Real Estate-Related Debt Securities. For mortgage-backed securities, the securitization process is governed by one or more of the rating agencies, including Fitch, Moody’s and Standard & Poor’s, who determine the respective bond class sizes, generally based on a sequential payment structure. Bonds that are rated from AAA to BBB by the rating agencies are considered “investment grade.” Bond classes that are subordinate to the BBB class are considered “non-investment grade.” The respective bond class sizes are determined based on the review of the underlying collateral by the rating agencies. The payments received from the underlying loans are used to make the payments on the securities. Based on the sequential payment priority, the risk of nonpayment for the AAA securities is lower than the risk of nonpayment for the non-investment grade bonds. Accordingly, the AAA class is typically sold at a lower yield compared to the non-investment grade classes that are sold at higher yields. We may invest in investment grade and non-investment grade classes.

We evaluate the risk of investment grade and non-investment grade mortgage-backed securities based on the credit risk of the underlying collateral and the risk of the transactional structure. The credit risk of the underlying collateral is crucial in evaluating the expected performance of an investment. Key variables in this assessment include rent levels, vacancy rates, supply and demand forecasts and tenant incentives (build-out incentives or other rent concessions) related to the underlying properties. We utilize third-party data providers to review loan level performance such as delinquencies and threats to credit performance. We also review monthly servicing reports of the master and special servicers as well as reports from rating agencies. We perform specific asset-level underwriting on all significant loans in the securities structure. We utilize sensitivity analysis and other statistical underwriting when evaluating the cash flows generated by a transaction. With respect to transactional structure, we assess the structure of a particular securities transaction as well as utilize third-party data providers for a structural sensitivity analysis. After assessing loan-level data and structural data, we combine this information to forecast expected cash flows, probability of default and loss given a default.

Investments in Equity Securities

We may make equity investments in funds or corporate entities with a primary focus on the commercial real estate and real estate finance industries or with significant exposure to real estate, such as REITs, hotels and gaming companies. We may purchase the common or preferred stock of these entities or purchase or write options with respect to their stock. We may eventually seek to acquire or gain a controlling interest in the companies that we target. We do not expect our non-controlling equity investments in other public companies to represent a substantial portion of our assets at any one time.

We may make investments in other entities when we consider it more efficient to acquire an entity that already owns assets meeting our investment objectives than to acquire such assets directly. We may also participate with other entities (including affiliated entities) in property ownership through joint ventures, limited liability companies, partnerships and other types of common ownership.

Other Possible Investments

Although we expect that most of our investments will be of the types described above, we may make other investments. In fact, we may invest in whatever types of assets that we believe are in our best interests. Although we can purchase any type of assets, our charter does limit certain types of investments. See “—Charter-Imposed Investment Limitations.” We do not intend to underwrite securities of other issuers.

Investment Decisions and Asset Management: The KBS Approach

KBS Capital Advisors has the authority to make all of the decisions regarding our investments, subject to the limitations in our charter and the direction and oversight of our board of directors. Our conflicts committee will review our investment policies at least annually to determine whether our investment policies continue to be in the best interests of our common stockholders.

KBS Capital Advisors believes that successful real estate investment requires the implementation of strategies that permit favorable purchases and originations, effective asset management and timely disposition of those assets. As such, KBS Capital Advisors has developed a disciplined investment approach that combines the experience of its team of real estate and debt finance professionals with a structure that emphasizes thorough market research, stringent underwriting standards and an extensive down-side analysis of the risks of each investment. The KBS approach also includes active and aggressive management of each asset acquired. KBS Capital Advisors believes that active management is critical to creating value. Our advisor develops a well-defined exit strategy for each investment we make and periodically performs a hold-sell analysis on each asset. These periodic analyses focus on the remaining available value enhancement opportunities for the asset, the demand for the asset in the marketplace, market conditions and our overall portfolio objectives to determine if the sale of the asset, whether via an individual sale or as part of a portfolio sale or merger, would generate a favorable return to our stockholders. Economic and market conditions may influence us to hold our assets for different periods of time. We may sell an asset before the end of the expected holding period if we believe that market conditions and asset positioning have maximized its value to us or the sale of the asset would otherwise be in the best interests of our stockholders.

Peter M. Bren, Keith D. Hall, Peter McMillan III and Charles J. Schreiber, Jr. work together at KBS Capital

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Advisors with their team of key real estate and debt finance professionals. These senior real estate and debt finance professionals have been through multiple real estate cycles in their careers and have the expertise gained through hands-on experience in acquisitions, originations, loan workouts, asset management, dispositions, development, leasing and property and portfolio management.

In an effort to both find better investment opportunities and enhance the performance of those investments, KBS Capital Advisors will utilize a market-focused structure. KBS Capital Advisors has divided the country into three regions: the Eastern, Central and Western United States. Each region has a regional president who is responsible for executing our investment strategy. Asset managers are typically responsible for investments in only a few markets, which allows them to have in-depth knowledge of each market for which they are responsible. This focus also allows the asset managers to establish networks of relationships with each market’s leasing and investment brokers and owners. We believe this regionally-aligned organization that emphasizes local market knowledge provides better investment selection at acquisition, quicker lease-up of vacant space, better investment operating performance and more timely execution of a sale.

To execute our advisor’s disciplined investment approach, a team of its real estate and debt finance professionals takes responsibility for the business plan of each investment. The following practices summarize KBS Capital Advisors’ investment approach:

• National Market Research - The investment team extensively researches the acquisition and/or origination and underwriting of each investment, utilizing both real time market data and the transactional knowledge and experience of KBS Capital Advisors’ network of professionals.

• Underwriting Discipline - KBS Capital Advisors follows a tightly controlled and managed process to examine all elements of a potential investment including, with respect to real property, its location, income-producing capacity, prospects for long-range appreciation, income tax considerations and liquidity. Only those assets meeting our investment criteria will be accepted for inclusion in our portfolio. In an effort to keep an asset in compliance with those standards, the underwriting team remains involved through the investment life cycle of the asset and consults with our advisor’s other real estate and debt finance professionals responsible for the asset. This team of experts reviews and develops comprehensive reports for each asset throughout the holding period.

• Risk Management - Risk management is a fundamental principle in our advisor’s construction of our portfolio and in the management of each investment. Diversification by investment type, geographic region, investment size and investment risk is critical to controlling portfolio-level risk. Operating or performance risks arise at the investment level and often require real estate operating experience to cure. KBS Capital Advisors’ real estate and debt finance professionals continuously review the operating performance of investments against projections and provide the oversight necessary to detect and resolve issues as they arise.

• Asset Management - Prior to the purchase of an individual asset or portfolio, the asset managers work closely with the regional president and the acquisition and underwriting teams to develop an asset business strategy. This is a forecast of the action items to be taken and the capital needed to achieve the anticipated returns. KBS Capital Advisors reviews asset business strategies quarterly to anticipate changes or opportunities in the market during a given phase of a real estate cycle. KBS Capital Advisors designed this process to allow for realistic yet aggressive enhancement of value throughout the investment period.

Joint Venture Investments

We may enter into joint ventures, partnerships and other co-ownership arrangements (including preferred equity investments) or participations for the purpose of obtaining interests in real estate properties and other real estate investments. We may also enter into joint ventures for the development or improvement of properties. Joint venture investments permit us to own interests in large properties and other investments without unduly restricting the diversity of our portfolio. In determining whether to invest in a particular joint venture, KBS Capital Advisors will evaluate the real estate investments that such joint venture owns or is being formed to own under the same criteria described elsewhere in this prospectus for the selection of our investments.

KBS Capital Advisors will also evaluate the potential joint venture partner as to its financial condition, operating capabilities and integrity. We may enter into joint ventures with third parties or other KBS-sponsored programs or affiliated entities; however, we may only enter into joint ventures with other KBS-sponsored programs or affiliated entities if a majority of the board of directors (including a majority of the members of the conflicts committee) not otherwise interested in the transaction concludes that the transaction is fair and reasonable to us and on substantially the same terms and conditions as those received by other joint venturers. At such time during the term of this offering that KBS Capital Advisors believes that there is a reasonable probability that we will enter into a joint venture for the origination or acquisition of a significant investment, we will supplement this prospectus to disclose the terms of such proposed transaction. You should not rely upon

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such initial disclosure of any proposed transaction as an assurance that we will ultimately consummate the proposed transaction or that the information we provide in any supplement to this prospectus concerning any proposed transaction will not change after the date of the supplement.

We have not established the specific terms we will require in the joint venture agreements we may enter. Instead, we will establish the terms with respect to any particular joint venture agreement on a case-by-case basis after our board of directors considers all of the relevant facts, such as the nature and attributes of our other potential joint venture partners, the proposed structure of the joint venture, the nature of the operations, the liabilities and assets associated with the proposed joint venture and the size of our interest when compared to the interests owned by other partners in the venture. With respect to any joint venture we enter, we expect to consider the following types of concerns and safeguards:

• Our ability to manage and control the joint venture. — We will consider whether we should obtain certain approval rights in joint ventures we do not control. For proposed joint ventures in which we are to share control with another entity, we will consider the procedures to address decisions in the event of an impasse.

• Our ability to exit a joint venture. — We consider requiring buy/sell rights, redemption rights or forced liquidation rights.

• Our ability to control transfers of interests held by other partners to the venture. — We will consider requiring consent provisions, a right of first refusal and/or forced redemption rights in connection with transfers.

Borrowing Policies

We have financed the majority of our real estate and real estate-related investments with a combination of the proceeds we received from our initial public offering and debt, including an Isreali bond issuance. We used debt financing to increase the amount available for investment and to potentially increase overall investment yields to us and our stockholders. We have tried to spread the maturity dates of our debt to minimize maturity and refinance risk in our portfolio. In addition, a majority of our debt allows us to extend the maturity dates, subject to certain conditions. Although we believe we will satisfy the conditions to extend the maturity of our debt obligations, we can give no assurance in this regard. For more information about our current borrowings, see “Investments in Real Properties and Real Estate-Related Assets—Borrowings.”

We may use borrowed funds to: finance acquisitions of new real estate investments; pay for capital improvements, repairs or tenant build-outs to properties; refinance existing indebtedness; pay distributions; or provide working capital. Careful use of debt will help us to achieve our diversification goals because we will have more funds available for investment. Our investment strategy is to utilize primarily secured and possibly unsecured debt to finance our investment portfolio. We may elect to secure financing subsequent to the acquisition date of real estate investments and initially acquire investments without debt financing. To the extent that we do not finance our properties and other investments, our ability to acquire additional real estate investments will be restricted.

There is no limitation on the amount we may borrow for any single investment. Our charter limits our total liabilities to 75% of the cost of our tangible assets; however, we may exceed that limit if a majority of the conflicts committee approves each borrowing in excess of our charter limitation and we disclose such borrowing to our common stockholders in our next quarterly report with an explanation from the conflicts committee of the justification for the excess borrowing. As of December 31, 2016, our borrowings and other liabilities were approximately 71% of the cost (before depreciation andother noncash reserves) and book value (before depreciation) of our tangible assets. As of September 30, 2017, our borrowings and other liabilities were approximately 72% of the cost (before depreciation and other noncash reserves) and book value (before depreciation) of our tangible assets.

We do not intend to exceed the leverage limit in our charter. High levels of debt could cause us to incur higher interest charges and higher debt service payments, which would decrease the amount of cash available for distribution to our investors, and could also be accompanied by restrictive covenants. High levels of debt could also increase the risk of being unable to refinance when loans become due, or of being unable to refinance on favorable terms, and the risk of loss with respect to assets pledged as collateral for loans.

Except with respect to the borrowing limits contained in our charter, we may reevaluate and change our debt policy in the future without a stockholder vote. Factors that we would consider when reevaluating or changing our debt policy include: then-current economic conditions, the relative cost and availability of debt and equity capital, any investment opportunities, the ability of our investments to generate sufficient cash flow to cover debt service requirements and other similar factors. Further, we may increase or decrease our ratio of debt to book value in connection with any change of our borrowing policies.

We may incur indebtedness in the form of bank borrowings, purchase money obligations to the sellers of properties we purchase, publicly and privately-placed debt instruments and/or financings from institutional investors or other lenders. This indebtedness may be unsecured or secured by mortgages or other interests in our assets, or may be limited to the

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particular property to which the indebtedness relates.

We may finance the acquisition or origination of certain real estate-related investments with repurchase agreements and warehouse lines of credit. With repurchase agreements, we may borrow against the loans, mortgage-backed securities and other investments we own. Under these agreements, we may sell loans and other investments to a counterparty and agree to repurchase the same assets from the counterparty at a price equal to the original sales price plus an interest factor. Repurchase agreements economically resemble short-term, variable-rate financings and usually require the maintenance of specific loan-to-collateral value ratios. If the market value of the assets subject to a repurchase agreement declines, we may be required to provide additional collateral or make cash payments to maintain the loan-to-collateral value ratio. If we are unable to provide such collateral or cash repayments, we may lose our economic interest in the underlying assets. We may also rely on warehouse credit facilities for capital needed to fund our investments. These facilities are typically lines of credit from commercial and investment banks that we can draw from to fund our investments. Warehouse facilities are typically collateralized loans made to investors who invest in securities and loans and, in return for financing, pledge their securities and loans to the warehouse lender. Third-party custodians, usually banks, typically hold the securities and loans funded with the warehouse facility borrowings, including the securities, loans, notes, mortgages and other important loan documentation, for the benefit of the investor who is deemed to own the securities and loans and, if there is a default under the warehouse credit facility, for the benefit of the warehouse lender. Warehouse facilities, bank credit facilities and repurchase agreements generally include a recourse component, meaning that lenders would retain a general claim against us as an entity. Further, such borrowings may also provide the lender with the ability to make margin calls and may limit the length of time that any given asset may be used as eligible collateral.

The form of our indebtedness may be long-term or short-term, fixed or floating rate or in the form of a revolving credit facility. KBS Capital Advisors will seek to obtain financing on our behalf on the most favorable terms available. For a discussion of the risks associated with the use of debt, see “Risk Factors—Risks Related to Our Financing Strategy.”

Our charter provides that we will not borrow from our advisor or its affiliates to purchase properties or make other investments unless a majority of our board of directors (including a majority of the members of the conflicts committee) not otherwise interested in the transaction approves the transaction as being fair, competitive and commercially reasonable and no less favorable to us than comparable loans between unaffiliated parties. We anticipate that our board of directors and conflicts committee will make this determination by (i) seeking to secure borrowings from third party lenders and comparing the terms offered by such third party lenders to the terms of proposed borrowings from our advisor or its affiliates, and (ii) reviewing publicly available disclosure to determine borrowing terms secured by other similarly-situated real estate investment companies from third party lenders and comparing such terms to the terms of proposed borrowings from our advisor or its affiliates.

Operating Policies

Credit Risk Management. We may be exposed to various levels of credit and special hazard risk depending on the nature of our real estate investments and the nature and level of credit enhancements supporting those investments. Our advisor and our executive officers will review and monitor credit risk and other risks of loss associated with each investment. In addition, we will seek to diversify our portfolio of assets to avoid undue geographic, industry and certain other types of concentrations. Our board of directors will monitor our overall portfolio risk and levels of provision for loss.

Interest Rate Risk Management. To the extent consistent with maintaining our qualification as a REIT, we will follow an interest rate risk management policy intended to mitigate the negative effects of major interest rate changes. We intend to minimize our interest rate risk from borrowings by attempting to structure the key terms of our borrowings to generally correspond to the interest rate term of our assets and through interest rate hedging activities.

Hedging Activities. We may engage in hedging transactions to protect our investment portfolio from interest rate fluctuations and other changes in market conditions. These transactions may include interest rate swaps, the purchase or sale of interest rate collars, caps or floors, options, mortgage derivatives and other hedging instruments. These instruments may be used to hedge as much of the interest rate risk as we determine is in the best interest of our stockholders, given the cost of such hedges and the need to maintain our qualification as a REIT. We may from time to time enter into interest rate swap agreements to offset the potential adverse effects of rising interest rates under certain debt agreements. We may elect to bear a level of interest rate risk that could otherwise be hedged when we believe, based on all relevant facts, that bearing such risk is advisable.

Equity Capital Policies. Our board of directors may increase the number of authorized shares of capital stock without stockholder approval. After you purchase shares in this offering, our board may elect to: (i) sell additional shares in this or future offerings; (ii) issue equity interests in private offerings; (iii) issue shares to our advisor, or its successors or assigns, in payment of an outstanding fee obligation; or (iv) issue shares of our common stock to sellers of assets we acquire in connection with an exchange of limited partnership interests of our Operating Partnership. To the extent we issue additional equity interests after your purchase in this offering, whether in a follow-on offering, through our dividend

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reinvestment plan or otherwise, your percentage ownership interest in us will be diluted. In addition, depending upon the terms and pricing of any additional issuances and the value of our investments, you may also experience dilution in the book value and fair value of your shares.

Disposition Policies

The period that we will hold our investments in real estate-related loans, opportunistic real estate, real estate-related debt securities and other real estate-related investments will vary depending on the type of asset, interest rates and other factors. Our advisor will develop a well-defined exit strategy for each investment we make. KBS Capital Advisors will continually perform a hold-sell analysis on each asset in order to determine the optimal time to hold the asset and generate a strong return for you. Economic and market conditions may influence us to hold our investments for different periods of time. We may sell an asset before the end of the expected holding period if we believe that market conditions have maximized its value to us or the sale of the asset would otherwise be in the best interests of our stockholders.

Charter-imposed Investment Limitations

Our charter places the following limitations on us with respect to the manner in which we may invest our funds or issue securities:

• incur debt such that it would cause our liabilities to exceed 75% of the aggregate cost of tangible assets owned by us, unless approved by a majority of the conflicts committee;

• invest more than 10% of our total assets in unimproved property or mortgage loans on unimproved property, which we define as property not acquired for the purpose of producing rental or other operating income or on which there is no development or construction in progress or planned to commence within one year;

• make or invest in mortgage loans unless an appraisal is available concerning the underlying property, except for those mortgage loans insured or guaranteed by a government or government agency;

• make or invest in mortgage loans, including construction loans, on any one property if the aggregate amount of all mortgage loans on such property would exceed an amount equal to 85% of the appraised value of such property as determined by appraisal, unless substantial justification exists for exceeding such limit because of the presence of other underwriting criteria;

• make an investment if the related acquisition and origination fees and expenses are not reasonable or exceed 6% of the contract purchase price for the asset or, in the case of a loan we originate, 6% of the funds advanced, provided that in either case the investment may be made if a majority of the board of directors (including a majority of the members of the conflicts committee) not otherwise interested in the transaction approves such fees and expenses and determines that the transaction is commercially competitive, fair and reasonable to us;

• acquire equity securities unless a majority of the board of directors (including a majority of the members of the conflicts committee) not otherwise interested in the transaction approves such investment as being fair, competitive and commercially reasonable, provided that investments in equity securities in “publicly traded entities” that are otherwise approved by a majority of the board of directors (including a majority of the members of the conflicts committee) shall be deemed fair, competitive and commercially reasonable if we acquire the equity securities through a trade that is effected in a recognized securities market (a “publicly traded entity” shall mean any entity having securities listed on a national securities exchange or included for quotation on an inter-dealer quotation system) and provided further that this limitation does not apply to (i) acquisitions effected through the purchase of all of the equity securities of an existing entity, (ii) the investment in wholly owned subsidiaries of ours or (iii) investments in asset-backed securities;

• invest in real estate contracts of sale, otherwise known as land sale contracts, unless the contract is in recordable form and is appropriately recorded in the chain of title;

• invest in commodities or commodity futures contracts, except for futures contracts when used solely for the purpose of hedging in connection with our ordinary business of investing in real estate assets and mortgages;

• issue equity securities on a deferred payment basis or other similar arrangement;

• issue debt securities in the absence of adequate cash flow to cover debt service unless the historical debt service coverage (in the most recently completed fiscal year), as adjusted for known changes, is sufficient to service that higher level of debt as determined by the board of directors or a duly authorized executive officer;

• issue equity securities that are assessable after we have received the consideration for which our board of directors authorized their issuance; or

• issue equity securities redeemable solely at the option of the holder, which restriction has no effect on our share redemption program or the ability of our Operating Partnership to issue redeemable partnership interests.

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In addition, our charter includes many other investment limitations in connection with conflict-of-interest transactions, which limitations are described above under “Conflicts of Interest.” Our charter also includes restrictions on roll-up transactions, which are described under “Description of Shares” below.

Investment Limitations to Avoid Registration as an Investment Company

We intend to conduct our operations so that neither we nor any of our subsidiaries will be required to register as an investment company under the Investment Company Act. Under the relevant provisions of Section 3(a)(1) of the Investment Company Act, an investment company is any issuer that:

• pursuant to Section 3(a)(1)(A), is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities (the “primarily engaged test”); or

• pursuant to Section 3(a)(1)(C), is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of such issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis (the “40% test”). “Investment securities” excludes U.S. government securities and securities of majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company under Section 3(c)(1) or Section 3(c)(7).

We believe that neither we nor our Operating Partnership are required to register as an investment company based on the following analysis. With respect to the 40% test, most of the entities through which we and our Operating Partnership own our assets are majority-owned subsidiaries that will not themselves be investment companies and will not be relying on the exceptions from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) (relating to private investment companies).

With respect to the primarily engaged test, we and our Operating Partnership are holding companies and do not intend to invest or trade in securities ourselves. Rather, through the majority-owned subsidiaries of our Operating Partnership, we and our Operating Partnership are primarily engaged in the non-investment company businesses of these subsidiaries, namely the business of purchasing or otherwise acquiring real estate and real estate-related assets.

If any of the subsidiaries of our Operating Partnership fail to meet the 40% test, we believe they will usually, if not always, be able to rely on Section 3(c)(5)(C) of the Investment Company Act for an exception from the definition of an investment company. (Otherwise, they should be able to rely on the exceptions for private investment companies pursuant to Section 3(c)(1) and Section 3(c)(7) of the Investment Company Act.) As reflected in no-action letters, the SEC staff’s position on Section 3(c)(5)(C) generally requires that an issuer maintain at least 55% of its assets in “mortgages and other liens on and interests in real estate,” or qualifying assets; at least 80% of its assets in qualifying assets plus real estate-related assets; and no more than 20% of the value of its assets in other than qualifying assets and real estate-related assets, which we refer to as miscellaneous assets. To constitute a qualifying asset under this 55% requirement, a real estate interest must meet various criteria based on no-action letters. We expect that any of the subsidiaries of our Operating Partnership relying on Section 3(c)(5)(C) will invest at least 55% of its assets in qualifying assets, and approximately an additional 25% of its assets in other types of real estate-related assets. If any subsidiary relies on Section 3(c)(5)(C), we expect to rely on guidance published by the SEC staff or on our analyses of guidance published with respect to types of assets to determine which assets are qualifying real estate assets and real estate-related assets.

Pursuant to the language of Section 3(c)(5)(C), we will treat an investment in real property as a qualifying real estate asset. The SEC staff, according to published guidance, takes the view that certain mortgage loans, participations, mezzanine loans and other types of real estate-related loans in which we intend to invest are qualifying real estate assets. Thus, we intend to treat these investments as qualifying real estate assets. The SEC staff has not published guidance with respect to the treatment of commercial mortgage backed securities for purposes of the Section 3(c)(5)(C) exemption. Unless we receive further guidance from the SEC or its staff with respect to residential or commercial mortgage backed securities, we intend to treat residential or commercial mortgage backed securities as a real estate-related asset.

If any subsidiary relies on Section 3(c)(5)(C), we expect to limit the investments that the subsidiary makes, directly or indirectly, in assets that are not qualifying assets and in assets that are not real estate-related assets. In 2011, the SEC issued a concept release indicating that the SEC and its staff were reviewing interpretive issues relating to Section 3(c)(5)(C) and soliciting views on the application of Section 3(c)(5)(C) to companies engaged in the business of acquiring mortgages and mortgage related instruments. To the extent that the SEC or its staff provides guidance regarding any of the matters bearing upon the exceptions we and our subsidiaries rely on from registration as an investment company, we may be required to adjust our strategy accordingly. Any guidance from the SEC or its staff could further inhibit our ability to pursue the strategies we have chosen.

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INVESTMENTS IN REAL PROPERTIES AND REAL ESTATE-RELATED ASSETS

As of September 30, 2017, we owned 11 office properties, one office campus consisting of nine office buildings, one office portfolio consisting of four office buildings and 25 acres of undeveloped land, one office portfolio consisting of three office properties, one office/flex/industrial portfolio consisting of 21 buildings, one retail property, two apartment properties, two investments in undeveloped land with approximately 1,100 developable acres and three investments in unconsolidated joint ventures.

Real Estate Investments

As of September 30, 2017, we owned 11 office properties, one office campus consisting of nine office buildings, one office portfolio consisting of four office buildings and 25 acres of undeveloped land, one office portfolio consisting of three office properties, one office/flex/industrial portfolio consisting of 21 buildings and one retail property encompassing, in the aggregate, approximately 6.0 million rentable square feet. As of September 30, 2017, these properties were 83% occupied. In addition, we owned two apartment properties, containing 383 units and encompassing approximately 0.3 million rentable square feet, which were 97% occupied. The Company also owned two investments in undeveloped land with approximately 1,100 developable acres. The following table provides summary information regarding our properties as of September 30, 2017:

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Property     Location of Property	Date Acquired or Foreclosed on	Property Type	Rentable Square Feet		Total Real Estate at Cost (in thousands)		Occupancy		Ownership %
Northridge Center I & II (1) Atlanta, GA	03/25/2011	Office		188,944	$	9,148		88.0%		100.0%
Iron Point Business Park (1) Folsom, CA	06/21/2011	Office		211,887		22,218		98.8%		100.0%
Richardson Portfolio Richardson, TX	11/23/2011	Office/Undeveloped Land		569,980		40,732		78.2%		90.0%
Park Highlands North Las Vegas, NV	12/30/2011	Undeveloped Land		—		33,594		N/A		(2)
Bellevue Technology Center (1) Bellevue, WA	07/31/2012	Office		330,508		83,682		88.9%		100.0%
Powers Ferry Landing East (1) Atlanta, GA	09/24/2012	Office		149,324		9,285		94.9%		100.0%
1800 West Loop (1) Houston, TX	12/04/2012	Office		400,101		73,017		82.8%		100.0%
West Loop I & II (1) Houston, TX	12/07/2012	Office		313,873		41,829		88.1%		100.0%
Burbank Collection Burbank, CA	12/12/2012	Retail		39,035		17,451		89.5%		90.0%
Austin Suburban Portfolio (3) Austin, TX	03/28/2013	Office		516,871		78,602		75.4%		100.0%
Westmoor Center (1) Westminster, CO	06/12/2013	Office		612,890		88,424		82.7%		100.0%
Central Building Seattle, WA	07/10/2013	Office		193,906		35,498		82.6%		100.0%
1180 Raymond Newark, NJ	08/20/2013	Apartment		268,688		46,341		98.4%		100.0%
Park Highlands II North Las Vegas, NV	12/10/2013	Undeveloped Land		—		24,692		N/A		100.0%
Maitland Promenade II (1) Orlando, FL	12/18/2013	Office		230,366		31,780		99.0%		100.0%
Plaza Buildings (1) Bellevue, WA	01/14/2014	Office		490,994		199,613		85.1%		100.0%
424 Bedford Brooklyn, NY	01/31/2014	Apartment		49,220		34,475		90.9%		90.0%
Richardson Land II Richardson, TX	09/04/2014	Undeveloped Land		—		3,418		N/A		90.0%
Westpark Portfolio Redmond, WA	05/10/2016	Office/Flex/Industrial		778,472		131,873		83.8%		100.0%
Crown Pointe Dunwoody, GA	02/14/2017	Office		509,792		86,260		67.7%		100.0%
125 John Carpenter Irving, TX	09/15/2017	Office		445,317		85,305		85.3%		100.0%
				6,300,168	$	1,177,237

⁽¹⁾ On November 8, 2017, we sold this property as part of a portfolio sale.

⁽²⁾ On September 7, 2016, our subsidiary that owns a portion of Park Highlands, sold 820 units of 10% Class A non-voting preferred membership units for $0.8 million to accredited investors.

⁽³⁾ On November 8, 2017, we sold two of the three office properties, Westech 360 and Great Hills Plaza, as part of a portfolio sale.

As of September 30, 2017, there were no tenants occupying 10% or more of our total rentable square footage. As of September 30, 2017, our real estate portfolio’s highest tenant industry concentrations (greater than 10% of annualized base rent) were as follows:

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Industry	Number of Tenants		Annualized Base Rent (1) (in thousands)		Percentage  of Annualized Base Rent
Insurance Carriers & Related Activities		35	$	11,256		10.6%
Computer System Design & Programming		55		11,246		10.6%
			$	22,502		21.2 %

⁽¹⁾ Annualized base rent represents annualized contractual base rental income as of September 30, 2017, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term.

The following table reflects lease expirations of our owned properties, excluding apartment leases, as of September 30, 2017:

Year of Expiration	Number of  Leases Expiring		Annualized Base Rent (in thousands) (1)		% of Portfolio Annualized Base Rent Expiring		Leased Rentable Square Feet Expiring		% of Portfolio Rentable Square Feet Expiring
Month-to-Month		9	$	429		0.4%		73,792		1.6%
2017		45		5,129		4.8%		260,044		5.2%
2018		128		15,523		14.6%		729,007		14.6%
2019		119		14,154		13.4%		717,364		14.4%
2020		112		16,769		15.8%		809,149		16.2%
2021		80		13,273		12.5%		606,738		12.2%
2022		51		10,503		9.9%		491,842		9.9%
2023		28		8,750		8.3%		362,341		7.3%
2024		14		4,430		4.2%		185,208		3.7%
2025		20		7,552		7.1%		344,453		6.9%
2026		14		2,966		2.8%		131,799		2.6%
Thereafter		13		6,533		6.2%		268,205		5.4%
Total		633	$	106,011		100%		4,979,942		100%

⁽¹⁾ Annualized base rent represents annualized contractual base rental income as of September 30, 2017, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term.

Borrowings

We have financed the majority of our real estate and real estate-related investments with a combination of the proceeds we received from our initial public offering and debt. We used debt financing to increase the amount available for investment and to potentially increase overall investment yields to us and our stockholders. As of September 30, 2017, the weighted-average interest rate on our debt was 3.7%.

We borrow funds at both fixed and variable rates. As of September 30, 2017, we had $305.5 million and $694.7 million of fixed and variable rate debt outstanding, respectively. The weighted-average interest rates of our fixed rate debt and variable rate debt as of September 30, 2017 were 4.3% and 3.5%, respectively. The weighted-average interest rate represents the actual interest rate in effect as of September 30, 2017, using interest rate indices as of September 30, 2017, where applicable.

Additionally, in March 2016, we, through a wholly-owned subsidiary, issued 970.2 million Israeli new Shekels (approximately $274.5 million as of September 30, 2017) in 4.25% bonds to investors in Israel pursuant to a public offering registered in Israel. The bonds have a seven year term and require principal installment payments equal to 20% of the face value of the bonds payable on March 1st of each year from 2019 to 2023. We have used a portion of the proceeds from the issuance of these bonds to make additional investments.

The following is a schedule of maturities, including principal amortization payments, for all of our notes and bonds payable outstanding as of September 30, 2017 (in thousands):

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October 1, 2017 through December 31, 2017	$	32,706
2018		376,228
2019		158,157
2020		189,922
2021		55,787
2022		127,070
2023		55,163
2024		270
2025		290
2026		310
Thereafter		4,285
	$	1,000,188

Transaction Subsequent to September 30, 2017

On October 24, 2017, we (through certain subsidiaries) entered into a Portfolio Purchase and Sale Agreement and Escrow Instructions (the “Purchase Agreement”) pursuant to which we agreed to sell, subject to certain closing conditions, 11 of our properties (the “Singapore Portfolio”) to various subsidiaries of Keppel-KBS US REIT, a newly formed Singapore real estate investment trust (the “SREIT”) that intended to list (and subsequent did list, as described below) on the Singapore Stock Exchange (the “Singapore Transaction”). The agreed purchase price of the Singapore Portfolio was $804 million. The Singapore Portfolio consists of the following properties: 1800 West Loop, Westech 360 (part of the Austin Suburban Portfolio), Great Hills Plaza (part of the Austin Suburban Portfolio), Westmoor Center, Iron Point Business Park, the Plaza Buildings, Bellevue Technology Center, Northridge Center I and II, West Loop I and II, Powers Ferry Landing East, and Maitland Promenade II.

On November 8, 2017, we completed the sale of the Singapore Portfolio to the SREIT. The closing date of the initial public offering and the listing of the SREIT both occurred on November 8, 2017. The sale price of the Singapore Portfolio was $804 million, before third-party closing costs of approximately $7.7 million and excluding any disposition fees payable to our advisor. The sale price for the Singapore Portfolio was primarily determined based on real estate valuations performed by independent third-party valuation firms. The $804 million purchase price for the 11 properties in the Singapore Portfolio is slightly above the aggregate appraised values for the 11 properties used in our most recent estimated value per share determined as of December 8, 2016. As of September 30, 2017, the properties in the Singapore Portfolio had a cumulative carrying value of $546.5 million. We avoided significant third-party closing costs by selling the Singapore Portfolio to the SREIT in connection with its initial public offering on the Singapore Stock Exchange compared to selling the properties, whether individually or as a portfolio, in a typical sales transaction, which represents significant savings to us for a disposition of this size. In connection with the Singapore Transaction, we repaid $401.7 million of outstanding debt secured by the properties in the Singapore Portfolio. We used approximately $52.5 million of the proceeds to acquire units in the SREIT representing a 9.5% ownership interest. On December 15, 2017, the underwriters exercised an overallotment option to purchase 15,714,100 of our SREIT units at the initial public offering price, leaving us with 43,999,500 units of the SREIT, representing a 7.0% ownership interest.

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SELECTED INFORMATION REGARDING OUR OPERATIONS

Selected Financial Data

The following table presents selected historical consolidated financial information for the years ended December 31, 2016, 2015, 2014, 2013 and 2012; and balance sheet information as of December 31, 2016, 2015, 2014, 2013 and 2012. The selected historical consolidated financial information presented below has been derived from our consolidated financial statements. Because the information presented below is only a summary and does not provide all of the information contained in our historical consolidated financial statements, including the related notes thereto, you should read it in conjunction with our historical financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the year ended December 31, 2016, which are included in our Annual Report on Form 10-K for the year ended December 31, 2016 and incorporated herein by reference. The amounts in the table are in thousands except per share data.

	As of December 31,
	2016			2015			2014			2013			2012
Balance sheet data
Total real estate and real estate-related investments, net	$	1,111,714		$	850,364		$	882,510		$	660,385		$	394,356
Total assets		1,310,116			1,004,214			1,016,313			771,184			537,085
Total notes and bond payable, net		950,624			547,323			524,062			252,466			32,908
Total liabilities		1,014,566			585,565			556,266			278,925			43,782
Redeemable common stock		—			9,859			9,911			17,573			9,651
Total equity		295,550			408,790			450,136			474,686			483,652
	For the Years Ended December 31,
	2016			2015			2014			2013			2012
Operating data
Total revenues	$	134,244		$	112,128		$	106,154		$	68,496		$	18,880
(Loss) income from continuing operations attributable to common stockholders		(28,918	)		2,444			(23,176	)		150			(8,840	)
(Loss) income from continuing operations per common share - basic and diluted	$	(0.50	)	$	0.04		$	(0.39	)	$	—		$	(0.25	)
Net (loss) income attributable to common stockholders		(28,918	)		2,444			(23,194	)		11,493			(9,762	)
Net (loss) income per common share - basic and diluted	$	(0.50	)	$	0.04		$	(0.39	)	$	0.20		$	(0.28	)
Other data
Cash flows provided by (used in) operating activities	$	26,656		$	25,855		$	12,285		$	23,518		$	(676	)
Cash flows (used in) provided by investing activities		(306,495	)		6,758			(285,795	)		(287,755	)		(242,074	)
Cash flows provided by (used in) financing activities		311,875			(25,083	)		235,461			197,281			282,683
Distributions declared	$	21,844		$	22,280		$	15,696		$	25,679		$	12,885
Distributions declared per common share (1)		0.38			0.38			0.26			0.44			0.40
Weighted-average number of common shares outstanding, basic and diluted		58,273,335			59,656,667			59,714,540			58,359,568			35,458,656

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⁽¹⁾ Prior to 2014, our board of directors declared distributions from time to time based on our income, cash flow and investing and financing activities. During 2014, 2015 and 2016, our board of directors declared distributions on a quarterly basis based on our income, cash flow and investing and financing activities. Investors could choose to receive cash distributions or purchase additional shares under the dividend reinvestment plan.

Share Redemptions

Below is a summary of common stock redemptions pursuant to our Eighth Amended Share Redemption Program for each quarter during 2016 and the first, second and third quarters of 2017. We intend to amend and restate our share redemption program prior to commencement of this offering, as described in “Description of Shares—Share Redemption Program.”

For the Quarter Ended:	Number of Shares Requested for Redemption		Number of Shares Redeemed		Percentage of Shares Requested for Redemption Redeemed			Percentage of Shares Requested for Redemption Redeemed Pro Rata (1)			Average Price Paid per Share
March 31, 2016		1,304,425		256,061		20%			18%			$13.32
June 30, 2016		1,598,342		268,624		17%			14%			13.36
September 30, 2016		1,829,458		1,829,458		100%			100%			13.37
December 31, 2016		1,518,486		504,867		33%			31%			14.10
Average 2016		1,562,678		714,753		46%			44%			$13.49
March 31, 2017		2,116,654		253,825		12%			10%			14.19
June 30, 2017		2,838,157		264,330		9%			8%			14.21
September 30, 2017		3,033,146		36,327		1%			0%			14.81
Average 2017		2,662,652		184,827		7	%		5	%	$	14.24

(1) Represents redemptions other than those redeemed in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence.”

On September 14, 2017, we commenced a self-tender offer (the “SOR Offer”) for up to 3,553,660 shares of common stock at a price of $14.07 per share, or approximately $50.0 million of shares. The SOR Offer expired on October 12, 2017. In accordance with the terms and conditions of the tender offer and rules promulgated by the SEC, we decided to increase the number of shares accepted for payment in the offer by up to 1,135,912 shares. Therefore, we accepted for purchase 4,688,671 shares for an aggregate cost of $66.0 million, excluding fees and expenses related to the SOR Offer.

Because of the SOR Offer, the share redemption program was suspended from September 29, 2017 through October 31, 2017, meaning no redemptions were made in September or October (including those requested following a stockholder’s

death, qualifying disability or determination of incompetence). We cancelled all outstanding redemption requests under the share redemption program as of the commencement of the SOR Offer and were not accepting any redemption requests under the share redemption program during the term of the SOR Offer.

Distribution Information

Distributions declared, distributions paid and cash flows provided by operations were as follows during the year ended December 31, 2016 and the nine months ended September 30, 2017 (in thousands, except per share amounts):

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Period	Distribution Declared		Distributions Declared Per Share		Distributions Paid Cash		Reinvested		Total		Cash Flows Provided  by Operations
First Quarter 2016	$	5,472	$	0.093	$	2,271	$	3,201	$	5,472	$	1,798
Second Quarter 2016		5,469		0.093		2,309		3,160		5,469		11,665
Third Quarter 2016		5,527		0.094		2,368		3,159		5,527		6,563
Fourth Quarter 2016		5,376		0.095		2,280		3,096		5,376		6,630
First Quarter 2017		5,247		0.092		2,323		2,924		5,247		3,391
Second Quarter 2017		5,298		0.093		2,405		2,893		5,298		9,466
Third Quarter 2017		5,350		0.095		2,501		2,849		5,350		6,868
	$	37,739	$	0.655	$	16,457	$	21,282	$	37,739	$	46,381

For the year ended December 31, 2016, we paid aggregate distributions of $21.8 million, including $9.2 million of distributions paid in cash and $12.6 million of distributions reinvested through our dividend reinvestment plan. Our net loss attributable to common stockholders for the year ended December 31, 2016 was $28.9 million and cash flows provided by operations were $26.7 million. For the nine months ended September 30, 2017, we paid aggregate distributions of $15.9 million, including $7.2 million of distributions paid in cash and $8.7 million of distributions reinvested through our dividend reinvestment plan. Our net income attributable to common stockholders for the nine months ended September 30, 2017 was $4.2 million and cash flows provided by operations were $19.7 million. We funded our cumulative distributions during the year ended December 31, 2016 and the nine months ended September 30, 2017 with proceeds from debt financing, proceeds from the dispositions of property and cash provided by operations. To the extent that we pay distributions from sources other than our cash flow from operations or gains from asset sales, we will have fewer funds available for investment in real estate-related loans, opportunistic real estate, real estate-related debt securities and other real estate-related investments, the overall return to our stockholders may be reduced and subsequent investors may experience dilution.

Funds from Operations, Modified Funds from Operations and Adjusted Modified Funds from Operations

We believe that funds from operations (“FFO”) is a beneficial indicator of the performance of an equity REIT. We compute FFO in accordance with the current National Association of Real Estate Investment Trusts (“NAREIT”) definition. FFO represents net income, excluding gains and losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), impairment losses on real estate assets, depreciation and amortization of real estate assets, and adjustments for unconsolidated partnerships and joint ventures. We believe FFO facilitates comparisons of operating performance between periods and among other REITs. However, our computation of FFO may not be comparable to other REITs that do not define FFO in accordance with the NAREIT definition or that interpret the current NAREIT definition differently than we do. Our management believes that historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. As a result, we believe that the use of FFO, together with the required GAAP presentations, provides a more complete understanding of our performance relative to our competitors and provides a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities.

Changes in accounting rules have resulted in a substantial increase in the number of non-operating and non-cash items included in the calculation of FFO. Items such as acquisition fees and expenses, which had previously been capitalized prior to 2009, are currently expensed and accounted for as operating expenses. As a result, our management also uses modified funds from operations (“MFFO”) as an indicator of our ongoing performance as well as our dividend sustainability. MFFO excludes from FFO: acquisition fees and expenses; adjustments related to contingent purchase price obligations; amounts relating to straight-line rents and amortization of above- and below-market intangible lease assets and liabilities; accretion of discounts and amortization of premiums on debt investments; amortization of closing costs relating to debt investments; impairments of real estate-related investments; mark-to-market adjustments included in net income; and gains or losses included in net income for the extinguishment or sale of debt or hedges. We compute MFFO in accordance with the definition of MFFO included in the practice guideline issued by the Investment Program Association (“IPA”) in November 2010 as interpreted by management. Our computation of MFFO may not be comparable to other REITs that do not compute MFFO in accordance with the current IPA definition or that interpret the current IPA definition differently than we do.

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In addition, our management uses an adjusted MFFO (“Adjusted MFFO”) as an indicator of our ongoing performance as well as our dividend sustainability. Adjusted MFFO provides adjustments to reduce MFFO related to operating expenses that are capitalized with respect to certain of our investments in undeveloped land.

We believe that MFFO and Adjusted MFFO are helpful as measures of ongoing operating performance because they exclude costs that management considers more reflective of investing activities and other non-operating items included in FFO. Management believes that excluding acquisition costs from MFFO and Adjusted MFFO provides investors with supplemental performance information that is consistent with management’s analysis of the operating performance of the portfolio over time, including periods after our acquisition stage. MFFO and Adjusted MFFO also exclude non-cash items such as straight-line rental revenue. Additionally, we believe that MFFO and Adjusted MFFO provide investors with supplemental performance information that is consistent with the performance indicators and analysis used by management, in addition to net income and cash flows from operating activities as defined by GAAP, to evaluate the sustainability of our operating performance. MFFO provides comparability in evaluating the operating performance of our portfolio with other non-traded REITs which typically have limited lives with short and defined acquisition periods and targeted exit strategies. MFFO, or an equivalent measure, is routinely reported by non-traded REITs, and we believe often used by analysts and investors for comparison purposes.

FFO, MFFO and Adjusted MFFO are non-GAAP financial measures and do not represent net income as defined by GAAP. Net income as defined by GAAP is the most relevant measure in determining our operating performance because FFO, MFFO and Adjusted MFFO include adjustments that investors may deem subjective, such as adding back expenses such as depreciation and amortization and the other items described above. Accordingly, FFO, MFFO and Adjusted MFFO should not be considered as alternatives to net income as an indicator of our current and historical operating performance. In addition, FFO, MFFO and Adjusted MFFO do not represent cash flows from operating activities determined in accordance with GAAP and should not be considered an indication of our liquidity. We believe FFO, MFFO and Adjusted MFFO, in addition to net income and cash flows from operating activities as defined by GAAP, are meaningful supplemental performance measures.

Although MFFO includes other adjustments, the exclusion of straight-line rent, the amortization of above- and below-market leases, the amortization of discounts and closing costs, acquisition fees and expenses, mark-to-market foreign currency transaction adjustments and prepayment fees related to the extinguishment of debt are the most significant adjustments for the periods presented. We have excluded these items based on the following economic considerations:

• Adjustments for straight-line rent. These are adjustments to rental revenue as required by GAAP to recognize contractual lease payments on a straight-line basis over the life of the respective lease. We have excluded these adjustments in our calculation of MFFO to more appropriately reflect the current economic impact of our in-place leases, while also providing investors with a useful supplemental metric that addresses core operating performance by removing rent we expect to receive in a future period or rent that was received in a prior period;

• Amortization of above- and below-market leases. Similar to depreciation and amortization of real estate assets and lease related costs that are excluded from FFO, GAAP implicitly assumes that the value of intangible lease assets and liabilities diminishes predictably over time and requires that these charges be recognized currently in revenue. Since market lease rates in the aggregate have historically risen or fallen with local market conditions, management believes that by excluding these charges, MFFO provides useful supplemental information on the realized economics of the real estate;

• Amortization of discounts and closing costs. Discounts and closing costs related to debt investments are amortized over the term of the loan as an adjustment to interest income. This application results in income recognition that is different than the underlying contractual terms of the debt investments. We have excluded the amortization of discounts and closing costs related to our debt investments in our calculation of MFFO to more appropriately reflect the economic impact of our debt investments, as discounts will not be economically recognized until the loan is repaid and closing costs are essentially the same as acquisition fees and expenses on real estate (discussed below). We believe excluding these items provides investors with a useful supplemental metric that directly addresses core operating performance;

• Acquisition fees and expenses. Prior to our early adoption of ASU No. 2017-01 on January 1, 2017, acquisition fees and expenses related to the acquisition of real estate were generally expensed. Although these amounts reduce net income, we exclude them from MFFO to more appropriately present the ongoing operating performance of our real estate investments on a comparative basis. Additionally, acquisition fees

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and expenses have been funded from the proceeds from our now-terminated initial public offering and debt financings and not from our operations. We believe this exclusion is useful to investors as it allows investors to more accurately evaluate the sustainability of our operating performance;

• Mark-to-market foreign currency transaction adjustments. The U.S. dollar is our functional currency. Transactions denominated in currency other than our functional currency are recorded upon initial recognition at the exchange rate on the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are remeasured at each reporting date into the foreign currency at the exchange rate on that date. These amounts can increase or reduce net income. We exclude them from MFFO to more appropriately present the ongoing operating performance of our real estate investments on a comparative basis; and

• Prepayment fees related to the extinguishment of debt. Prepayment fees related to the extinguishment of debt are generally included in interest expense. Although these amounts reduce net income, we exclude them from MFFO to more appropriately present the ongoing operating performance of our real estate investments on a comparative basis, as we do not believe that the infrequent payment of such fees is reflective of the ongoing operations of our portfolio of real estate investments.

Adjusted MFFO includes adjustments to reduce MFFO related to real estate taxes, property insurance and financing costs which are capitalized with respect to certain of our investments in undeveloped land. We have included adjustments for the costs incurred necessary to bring these investments to their intended use, as these costs are recurring operating costs that are capitalized in accordance with GAAP and not reflected in our net income (loss), FFO and MFFO.

Our calculation of FFO, which we believe is consistent with the calculation of FFO as defined by NAREIT, is presented in the following table, along with our calculations of MFFO and Adjusted MFFO, for the years ended December 31, 2016, 2015 and 2014 and the nine months ended September 30, 2017 (in thousands). No conclusions or comparisons should be made from the presentation of these periods.

	For the Nine Months Ended September 30,			For the Year Ended December 31,
	2017			2016			2015			2014
Net income (loss) attributable to common stockholders	$	4,220		$	(28,918	)	$	2,444		$	(23,194	)
Depreciation of real estate assets		25,650			29,857			24,143			20,278
Amortization of lease-related costs		17,486			22,194			20,596			26,785
Impairment charges on real estate		—			—			—			579
Gain on sale of real estate, net		(36,267	)		—			(13,665	)		(55	)
Adjustments for noncontrolling interests - consolidated entities (1)		(377	)		(493	)		3,218			(657	)
Adjustments for investment in unconsolidated entity (2)		8,346			7,815			7,599			5,312
FFO attributable to common stockholders (3)		19,058			30,455			44,335			29,048
Straight-line rent and amortization of above- and below-market leases		(3,931	)		(5,414	)		(5,144	)		(9,731	)
Amortization of discounts and closing costs		(456	)		(47	)		(428	)		(605	)
Real estate acquisition fees to affiliate		—			2,964			—			2,231
Real estate acquisition fees and expenses		—			543			—			2,177
Amortization of net premium/discount on bond and notes payable		36			38			25			(1	)
Prepayment fees related to the extinguishment of debt		—			—			250			332
Unrealized loss on derivative instruments		102			3			—			—
Mark-to-market foreign currency transaction loss, net		11,454			2,997			—			—
Adjustments for noncontrolling interests - consolidated entity (1)		(31	)		(20	)		(52	)		(135	)
Adjustments for investment in unconsolidated entity (2)		(2,820	)		(4,264	)		(4,821	)		(3,388	)
MFFO attributable to common stockholders (3)		23,412			27,255			34,165			19,928
Other capitalized operating expenses (4)		(1,992	)		(2,414	)		(2,658	)		(2,942	)
Adjustments for noncontrolling interests - consolidated entities (1)		—			61			262			314
Adjusted MFFO attributable to common stockholders (3)	$	21,420		$	24,902		$	31,769		$	17,300

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(1) Reflects adjustments to eliminate the noncontrolling interest holders’ share of the adjustments to convert our net (loss) income attributable to common stockholders to FFO, MFFO and Adjusted MFFO.

(2) Reflects adjustments to add back our noncontrolling interest share of the adjustments to convert our net (loss) income attributable to common stockholders to FFO, MFFO and Adjusted MFFO for our equity investments in an unconsolidated joint ventures.

(3) FFO, MFFO and Adjusted MFFO include $3.9 million of gain from condemnation agreements for the year ended December 31, 2015.

(4) Reflects real estate taxes, property insurance and financing costs that are capitalized with respect to certain of our investments in undeveloped land. During the time in which we are incurring costs necessary to bring these investments to their intended use, certain normal recurring operating costs are capitalized in accordance with GAAP and not reflected in our net income (loss), FFO and MFFO.    

FFO, MFFO and Adjusted MFFO may also be used to fund all or a portion of certain capitalizable items that are excluded from FFO, MFFO and Adjusted MFFO, such as tenant improvements, building improvements and deferred leasing costs. We expect FFO, MFFO and Adjusted MFFO to improve in future periods to the extent that we continue to lease up vacant space and acquire additional assets. We expect FFO, MFFO and Adjusted MFFO to decrease as a result of dispositions.

Management Compensation

The table below provides information regarding fees and expenses paid or payable to our advisor and its affiliates in connection with their services provided to us pursuant to the terms of the agreements with them in effect at such times. The table includes amounts incurred and payable for the year ended December 31, 2016 and the nine months ended September 30, 2017 (amounts in thousands). We intend to amend the fees we pay to our advisor and its affiliates prior to the commencement of this offering to those described in “Management Compensation.”

	Incurred				Payable as of
	Nine Months Ended September 30, 2017		Year Ended December 31, 2016		September 30, 2017		December 31, 2016
Form of Compensation
Acquisition and Development Stage
Acquisition and origination fees	$	1,336	$	3,214	$	—	$	—
Operational Stage
Asset management fees		8,404		9,628		—		—
Reimbursable operating expenses (1)		184		221		33		55
Operational and Liquidation/Listing Stage
Disposition fee (2)		785		279		—		—
	$	10,709	$	13,342	$	33	$	55

⁽¹⁾ We will reimburse the expenses incurred by our advisor or its affiliates in connection with their provision of services to us, including our allocable share of our advisor’s overhead, such as rent, employee costs, utilities, accounting software and cybersecurity related expenses and IT costs. Our advisor may seek reimbursement for employee costs under the advisory agreement. We have reimbursed our advisor for our allocable portion of the salaries, benefits and overhead of internal audit department personnel providing services to us. These amounts totaled $168,000 for the nine months ended September 30, 2017 and $153,000 for the year ended December 31, 2016, and were the only employee costs reimbursed under our advisory agreement for the nine months ended September 30, 2017 and the year ended December 31, 2016. Going forward, we will also reimburse our advisor for our allocable portion of the salaries, benefits and overhead of internal personnel involved in the acquisition and disposition of our assets. We will not reimburse our advisor or its affiliates for employee costs in connection with services for which our advisor or its affiliates receive acquisition and origination fees (other than reimbursement of travel and communication expenses) or for the salaries and benefits our advisor or its affiliates may pay to our executive officers.

⁽²⁾ As of the date of this prospectus, we will no longer pay the advisor a disposition fee upon the sale of our assets.

During the nine months ended September 30, 2017, our advisor reimbursed us $0.4 million for expenses incurred to evaluate certain strategic transactions for which our advisor has agreed to reimburse us and $0.1 million for a property insurance rebate. During the year ended December 31, 2016, our advisor reimbursed us $0.1 million for a property insurance rebate and $0.1 million for legal and professional fees.

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NET ASSET VALUE CALCULATION AND VALUATION PROCEDURES

Prior to the commencement of this offering, our board of directors, including a majority of our independent directors, will adopt valuation procedures, that may be amended from time to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. The following describes our current expectation with regard to our valuation procedures. As a public company, we are required to issue financial statements generally based on historical cost in accordance with GAAP. To calculate our NAV for the purpose of establishing a purchase and redemption price for our shares, we will adopt a model, as explained below, which adjusts the value of certain of our assets from historical cost to fair value. As a result, our NAV may differ from the amount reported as stockholder’s equity on the face of our financial statements prepared in accordance with GAAP. When the fair value of our assets is calculated for the purposes of determining our NAV per share, the calculation is done using the fair value principles detailed within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification under Topic 820, Fair Value Measurements and Disclosures. However, our valuation procedures and our NAV are not subject to GAAP and will not be subject to independent audit. Our NAV may differ from equity reflected on our audited financial statements, even if we are required to adopt a fair value basis of accounting for GAAP financial statement purposes in the future. Furthermore, no rule or regulation requires that we calculate NAV in a certain way. Although we believe our NAV calculation methodologies are consistent with standard industry principles, there is no established practice among public REITs, whether listed or not, for calculating NAV in order to establish a purchase and redemption price. As a result, other public REITs may use different methodologies or assumptions to determine NAV.

Valuation of Real Property

Independent Valuation Firm

With the approval of our board of directors, including a majority of our independent directors, we intend to engage Duff & Phelps, LLC, an independent valuation firm (the “Independent Valuation Firm”), to serve as our independent valuation firm with respect to the monthly valuation of our real property portfolio. The Independent Valuation Firm is engaged in the business of valuing commercial real estate properties and is not affiliated with us or our advisor. The compensation we pay to the Independent Valuation Firm will not be based on the estimated values of our real property portfolio. Our board of directors, including a majority of our independent directors, may replace the Independent Valuation Firm. We will promptly disclose any changes to the identity or role of the Independent Valuation Firm in this prospectus and in reports we publicly file with the SEC.

The Independent Valuation Firm discharges its responsibilities in accordance with our real property valuation procedures described below and under the oversight of our board of directors. Our board of directors is not involved in the day-to-day valuation of the real property portfolio, but periodically receives and reviews such information about the valuation of the real property portfolio as it deems necessary to exercise its oversight responsibility. While our Independent Valuation Firm is responsible for providing our real property valuations, our Independent Valuation Firm is not responsible for and does not prepare our monthly NAV.

At this time, the Independent Valuation Firm is engaged solely to provide our real property portfolio valuation on a monthly basis and to help us manage the property appraisal process, but it may be engaged to provide additional services, including providing an independent valuation or appraisal of any of our other assets or liabilities (contingent or otherwise), in the future. Our Independent Valuation Firm and its affiliates may from time to time in the future perform other commercial real estate and financial advisory services for our advisor and its related parties, or in transactions related to the properties that are the subjects of the valuations being performed for us, or otherwise, so long as such other services do not adversely affect the independence of the Independent Valuation Firm or, if different, the applicable appraiser as certified in the applicable appraisal report.

Monthly Valuation Process

The real property portfolio valuation, which is the largest component of our NAV calculation, is provided to us by the Independent Valuation Firm each month. The foundation for this valuation is periodic appraisals, as discussed further below. However, each month, the Independent Valuation Firm adjusts a real property’s valuation, as necessary, based on known events that have a material impact on the most recent value (adjustments for non-material events may also be made). For example, an unexpected termination or renewal of a material lease, a material change in vacancies, an unanticipated structural or environmental event at a property or material capital market events, among others, may cause the value of a property to change materially. Furthermore, the value of our properties is determined on an unencumbered basis. The effect of property-level debt on our NAV is discussed further below.

Using information derived from a variety of sources including, but not limited to, the property’s most recent appraisal, information from management and other information derived through the Independent Valuation Firm’s database, industry

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data and other sources, the Independent Valuation Firm determines the appropriate adjustment to be made to the estimated value of the property based on material events, which may include a change to underlying property fundamentals or cash flows or a change in overall market conditions. The Independent Valuation Firm collects all reasonably available material information that it deems relevant in valuing our real estate portfolio. The Independent Valuation Firm relies in part on property-level information provided by our advisor, including (i) historical and projected operating revenues and expenses of the property; (ii) lease agreements on the property; and (iii) information regarding recent or planned capital expenditures. Upon becoming aware of the occurrence of a material event impacting property-level information, the advisor promptly notifies the Independent Valuation Firm. Any adjustment to the valuation of a property is performed as soon as practicable after a determination that a material change with respect to such property has occurred and the financial effects of such change are quantifiable by the Independent Valuation Firm. However, rapidly changing market conditions or material events may not be immediately reflected in our monthly NAV. The resulting potential disparity in our NAV may inure to the benefit of redeeming stockholders or non-redeeming stockholders and new purchasers of our common stock, depending on whether our published NAV per share for such class is higher or lower than the adjusted value of our NAV after material events have been considered. Any such adjustments are estimates of the market impact of material events to the appraised value of the property, based on assumptions and judgments that may or may not prove to be correct, and may also be based on limited information readily available at that time. As part of the oversight by our board of directors, on a periodic basis the Independent Valuation Firm provides our board of directors with reports on its valuation activity.

The primary methodology used to value properties is the income approach, whereby value is derived by determining the present value of an asset’s stream of future cash flows (for example, discounted cash flow analysis). Consistent with industry practices, the income approach incorporates subjective judgments regarding comparable rental and operating expense data, the capitalization or discount rate, and projections of future rent and expenses based on appropriate evidence. Other methodologies that may also be used to value properties include sales comparisons and replacement cost approaches. Because the property valuations involve significant professional judgment in the application of both observable and unobservable attributes, the calculated value of our real property assets may differ from their actual realizable value or future appraised value. Our real estate portfolio valuation may not reflect the liquidation value or net realizable value of our properties because the valuations performed by the Independent Valuation Firm involve subjective judgments and do not reflect transaction costs associated with property dispositions. However, as discussed below, in some circumstances such as when an asset is anticipated to be acquired or disposed, we may apply a probability-weighted analysis to factor in a portion of potential transaction costs in our NAV calculation.

In conducting its investigation and analyses, our Independent Valuation Firm takes into account customary and accepted financial and commercial procedures and considerations as it deems relevant, which may include, without limitation, the review of documents, materials and information relevant to valuing the property that are provided by us or our advisor. Although our Independent Valuation Firm may review information supplied or otherwise made available by us or our advisor for reasonableness, it assumes and relies upon the accuracy and completeness of all such information and of all information supplied or otherwise made available to it by any other party and does not undertake any duty or responsibility to verify independently any of such information. With respect to operating or financial forecasts and other information and data to be provided to or otherwise to be reviewed by or discussed with our Independent Valuation Firm, our Independent Valuation Firm assumes that such forecasts and other information and data were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of our management, board of directors and advisor, and relies upon us to advise our Independent Valuation Firm promptly if any material information previously provided becomes inaccurate or was required to be updated during the period of its review.

In performing its analyses, our Independent Valuation Firm makes numerous other assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond its control and our control, as well as certain factual matters. For example, unless specifically informed to the contrary, our Independent Valuation Firm assumes that we have clear and marketable title to each real estate property valued, that no title defects exist, that improvements were made in accordance with law, that no hazardous materials are present or were present previously, that no deed restrictions exist, and that no changes to zoning ordinances or regulations governing use, density or shape are pending or being considered. Furthermore, our Independent Valuation Firm’s analysis, opinions and conclusions are necessarily based upon market, economic, financial and other circumstances and conditions existing at or prior to the valuation, and any material change in such circumstances and conditions may affect our Independent Valuation Firm’s analysis, opinions and conclusions. Our Independent Valuation Firm’s appraisal reports may contain other assumptions, qualifications and limitations set forth in the respective appraisal reports that qualify the analysis, opinions and conclusions set forth therein.

The analyses performed by our Independent Valuation Firm do not address the market value of our common stock. Furthermore, the prices at which our real estate properties may actually be sold could differ from our Independent Valuation Firm’s analyses. Our Independent Valuation Firm’s valuation reports are not addressed to the public and may not be relied upon by any other person to establish an estimated value of our common stock and will not constitute a recommendation to

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any person to purchase or sell any shares of our common stock. In preparing its valuation reports, our Independent Valuation Firm does not solicit third-party indications of interest for our common stock in connection with possible purchases thereof or the acquisition of all or any part of our company.

Property Appraisals

Periodic real property appraisals serve as the foundation of the Independent Valuation Firm’s monthly real property portfolio valuation. The overarching principle of these appraisals is to produce valuations that represent fair and accurate estimates of the unencumbered values of our real estate or the prices that would be received for our real properties in arm’s-length transactions between market participants before considering underlying debt. The valuation of our real properties determined by the Independent Valuation Firm may not always reflect the value at which we would agree to buy or sell such assets and the value at which we would buy or sell such assets could materially differ from the Independent Valuation Firm’s estimate of fair value. Further, we do not undertake to disclose the value at which we would be willing to buy or sell our real properties to any prospective or existing investor. Each individual appraisal report for our assets is addressed solely to the company to assist the Independent Valuation Firm in providing our real property portfolio valuation.

We obtain ongoing appraisals pursuant to schedules prepared by the Independent Valuation Firm and our advisor that are designed to conduct appraisals on each of our properties throughout any given calendar year. In order to provide a smooth and orderly appraisal process, we generally seek to have approximately 1/4th of the portfolio appraised by a third party each month, although we may have more or less appraised in a quarter. In no event will a calendar year pass without having each and every property valued by appraisal unless such asset is bought or sold in such calendar year. The acquisition price of newly acquired properties may serve as our appraised value for up to the first 12 months after the date of the acquisition, and thereafter will be part of the appraisal cycle described above such that they are appraised at least every calendar year.

Appraisals are performed in accordance with the Code of Ethics and the Uniform Standards of Professional Appraisal Practices, or USPAP, the real estate appraisal industry standards created by The Appraisal Foundation. Each appraisal must be reviewed, approved and signed by an individual with the professional designation of MAI (Member of the Appraisal Institute). The Independent Valuation Firm will conduct appraisals of its own for the majority of our properties. In addition, we may engage other independent valuation firms (“Appraisal Firms”) to provide appraisals for our properties, in which case the Independent Valuation Firm will remain involved with the appraisal process. The Independent Valuation Firm will confirm the reasonableness of the appraisal before reflecting any valuation change in its valuation of our real property portfolio. Real estate appraisals are reported on a free-and-clear basis (for example, no mortgage), irrespective of any property-level financing that may be in place. Such property-level financings ultimately are factored in and do reduce our NAV in a manner described in more detail below.

Portfolio Assets, Joint Ventures and Developments

Properties purchased or operated as a portfolio or held in a joint venture that acquires properties over time may be valued as a single asset, which may result in a different value than if they were valued as individual assets. Investments in joint ventures that hold properties are valued by the Independent Valuation Firm in a manner that is consistent with the procedures described above and approved by our board of directors, including a majority of our independent directors, with the agreed approach taking into account the size of our investment in the joint venture, the assets owned by the joint venture, the terms of the joint venture including any promotional interests, minority discount and control, if applicable, and other relevant factors. Development assets, if any, will be valued at cost plus capital expenditures and will join the appraisal cycle upon the earlier of stabilization or 24 months from substantial completion.

Valuation of Real Estate-Related Assets and Liquid Non-Real Estate-Related Assets

Real estate-related assets that we own or may acquire include, among other things, debt and equity interests backed principally by real estate, such as mortgage loans, participations in mortgage loans, mezzanine loans and publicly traded common and preferred stock of real estate companies. The value of real estate-related assets is determined generally in accordance with GAAP and adjusted upon the occurrence of a material event, or in the case of liquid securities, each month, as applicable, thereafter, according to the procedures specified below. Pursuant to our valuation procedures, our board of directors, including a majority of our independent directors, approves the pricing sources of our real estate-related assets. In general, these sources are third parties other than our advisor. However, we may utilize our advisor as a pricing source if the asset is immaterial or there are no other pricing sources reasonably available, and provided that our board of directors, including a majority of our independent directors, must approve the initial valuation performed by our advisor and any subsequent material adjustments made by our advisor. The third-party pricing source may, under certain circumstances, be our Independent Valuation Firm, subject to its acceptance of the additional engagement.

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Mortgage Loans, Participations in Mortgage Loans and Mezzanine Loans

Individual investments in mortgages, mortgage participations and mezzanine loans are generally included in our determination of NAV at an amount determined in accordance with GAAP and adjusted as necessary to reflect impairments.

Private Real Estate-Related Assets

Investments in privately placed debt instruments and securities of real estate-related operating businesses (other than joint ventures), such as real estate development or management companies, are valued at cost and thereafter are revalued as determined in good faith by the pricing source. In evaluating the value of our interests in certain commingled investment vehicles (such as private real estate funds), values periodically assigned to such interests by the respective issuers or broker-dealers may be relied upon.

Publicly Traded Real Estate-Related Assets

Publicly traded debt and equity real estate-related securities (such as REIT bonds) that are not restricted as to salability or transferability are valued monthly on the basis of publicly available information. Generally, to the extent the information is available, such securities are valued at the last trade of such securities that was executed at or prior to closing on the valuation day or, in the absence of such trade, the mean of the last “bid” and “ask” prices. The value of publicly traded debt and equity real estate-related securities that are restricted as to salability or transferability may be adjusted by the pricing source for a liquidity discount. In determining the amount of such discount, consideration will be given to the nature and length of such restriction and the relative volatility of the market price of the security.

Valuation of Liquid Non-Real Estate-Related Assets

Liquid non-real estate-related assets include derivatives, credit rated government and corporate debt securities, publicly traded equity securities and cash and cash equivalents. Liquid non-real estate-related assets are valued monthly on the basis of publicly available information.

Valuation of Liabilities

We will include an estimate of the value of our liabilities as part of our NAV calculation. Our real estate-related liabilities consist of financing for our portfolio of assets. These liabilities will typically be valued at face value. Costs and expenses incurred to secure the financing are amortized over the life of the applicable loan. Unless costs can be specifically identified, we allocate the financing costs and expenses incurred with obtaining multiple loans that are not directly related to any single loan among the applicable loans, generally pro rata based on the amount of proceeds from each loan.

There are some circumstances where liabilities may be included in our determination of NAV using an alternative methodology. For example, if a loan amount exceeds the value of the underlying real property and the loan is otherwise a non-recourse loan, we will assume an equity value of zero for purposes of the combined real property and the loan in the determination of our NAV. Another example would be if a loan restructure or modification has caused the legal liability of the loan to significantly deviate from the face value, we would recognize the legal liability rather than the face value.

NAV and NAV per Share Calculation

We are offering to the public four classes of shares of our common stock, Class T, S, D and I shares. Our NAV per share is calculated as of the last calendar day of each month for each of our outstanding classes of stock and will be available generally within 15 calendar days after the end of the applicable month. Our NAV per share is calculated by our advisor.

Each month, before taking into consideration accrued dividends or class-specific fee accruals, any change in the aggregate company NAV (whether an increase or decrease) from the prior month is allocated among each class of shares based on each class’s relative percentage of the previous aggregate company NAV. Changes in the aggregate company NAV reflect factors including, but not limited to, unrealized/realized gains (losses) on the value of our real property portfolio, real estate-related assets and liabilities, and monthly accruals for income and expenses (including accruals for performance based fees, if any, asset management fees and the distribution fee) and distributions to investors.

Our most significant source of net income is property income. We accrue estimated income and expenses on a monthly basis based on annual budgets as adjusted from time to time to reflect changes in the business throughout the year. For the first month following a property acquisition, we calculate and accrue portfolio income with respect to such property based on the performance of the property before the acquisition and the contractual arrangements in place at the time of the acquisition, as identified and reviewed through our due diligence and underwriting process in connection with the acquisition. For the purpose of calculating our NAV, all organization and offering costs reduce NAV as part of our estimated income and expense accrual. On a periodic basis, our income and expense accruals are adjusted based on information derived from actual operating results.

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Our liabilities are included as part of our NAV calculation generally based on GAAP. Our liabilities include, without limitation, property-level mortgages, accrued distributions, the fees payable to our advisor and our dealer manager, accounts payable, accrued company-level operating expenses, any company or portfolio-level financing arrangements and other liabilities. Under GAAP, we will record liabilities for distribution fees that we (i) currently owe our dealer manager under the terms of our dealer manager agreement and (ii) for an estimate that we may pay to our dealer manager in future periods. As of September 30, 2017, we have not recorded any such liabilities, though we expect that we will upon the sale of shares in this offering. We will not deduct the liability for estimated future distribution fees in our calculation of NAV since we intend for our NAV to reflect our estimated value on the date that we determine our NAV. Accordingly, our estimated NAV at any given time should not include consideration of any estimated future distribution fees that may become payable after such date.

Following the calculation and allocation of changes in the aggregate company NAV as described above, NAV for each class is adjusted for accrued dividends and the ongoing distribution fee, to determine the monthly NAV. The ongoing distribution fee is allocated on a class-specific basis and borne by all holders of the applicable class. These class-specific fees may differ for each class, even when the NAV of each class is the same. We normally expect that the allocation of ongoing distribution fees on a class-specific basis will result in different amounts of distributions being paid with respect to each class of shares. However, if no distributions are authorized for a certain period, or if they are authorized in an amount less than the allocation of class-specific fees with respect to such period, then pursuant to these valuation procedures, the class-specific fee allocations may lower the NAV of a share class. Therefore, as a result of the different ongoing fees allocable to each share class, each share class could have a different NAV per share. If the NAV of our classes are different, then changes to our assets and liabilities that are allocable based on NAV may also be different for each class.

Upfront selling commissions and dealer manager fees, which are effectively paid by purchasers of shares in the primary offering at the time of purchase, because the purchase price of such shares is equal to the transaction price, which generally equals the most recently disclosed monthly NAV per share, plus the upfront selling commissions and dealer manager fees, have no effect on the NAV of any class.

NAV per share for each class is calculated by dividing such class’s NAV at the end of each month by the number of shares outstanding for that class on such day.

Probability-Weighted Adjustments

In certain circumstances, such as in an acquisition or disposition process, we may be aware of a contingency or contingencies that could impact the value of our assets, liabilities, income or expenses for purposes of our NAV calculation. For example, we may be party to an agreement to sell a property at a value different from that used in our current NAV calculation. The same agreement may require the buyer to assume a related mortgage loan with a fair value that is different from that used in our current NAV calculation. The transaction may also involve costs for brokers, transfer taxes, and other items upon a successful closing. To the extent such contingencies may affect the value of a property, the Independent Valuation Firm may take such contingencies into account when determining the value of such property for purposes of our NAV calculation. Similarly, we may adjust the other components of our NAV (such as the carrying value of our liabilities or expense accruals) for purposes of our NAV calculation. These adjustments may be made either in whole or in part over a period of time, and both the Independent Valuation Firm and we may take into account (a) the estimated probability of the contingencies occurring and (b) the estimated impact to NAV if the contingencies were to occur when determining the timing and magnitude of any adjustments to NAV.

Oversight by our Board of Directors

All parties engaged by us in the calculation of our NAV, including our advisor, are subject to the oversight of our board of directors. As part of this process, our advisor reviews the estimates of the values of our real property portfolio and real estate-related assets for consistency with our valuation guidelines and the overall reasonableness of the valuation conclusions, and informs our board of directors of its conclusions. Although our Independent Valuation Firm or other pricing sources may consider any comments received from us or our advisor in making their individual valuations, the final estimated values of our real property portfolio and real estate-related assets are determined by the Independent Valuation Firm or other pricing sources.

Our Independent Valuation Firm is available to meet with our board of directors to review valuation information, as well as our valuation guidelines and the operation and results of the valuation process generally. Our board of directors has the right to engage additional valuation firms and pricing sources to review the valuation process or valuations, if deemed appropriate.

Review of and Changes to Our Valuation Procedures

At least once each calendar year our board of directors, including a majority of our independent directors, reviews the appropriateness of our valuation procedures. With respect to the valuation of our properties, the Independent Valuation Firm

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provides the board of directors with periodic valuation reports. From time to time our board of directors, including a majority of our independent directors, may adopt changes to the valuation procedures if it (1) determines that such changes are likely to result in a more accurate reflection of NAV or a more efficient or less costly procedure for the determination of NAV without having a material adverse effect on the accuracy of such determination or (2) otherwise reasonably believes a change is appropriate for the determination of NAV. We will publicly announce material changes to our valuation procedures or the identity or role of the Independent Valuation Firm.

Limitations on the Calculation of NAV

The largest component of our NAV consists of real property investments and, as with any real estate valuation protocol, each property valuation is based on a number of judgments, assumptions or opinions about future events that may or may not prove to be correct. The use of different judgments, assumptions or opinions would likely result in a different estimate of the value of our real property investments. Although the methodologies contained in the valuation procedures are designed to operate reliably within a wide variety of circumstances, it is possible that in certain unanticipated situations or after the occurrence of certain extraordinary events (such as a terrorist attack or an act of nature), our ability to implement and coordinate our NAV procedures may be impaired or delayed, including in circumstances where there is a delay in accessing or receiving information from vendors or other reporting agents. Further, the NAV per share should not be viewed as being determinative of the value of our common stock that may be received in a sale to a third party or the value at which our stock would trade on a national stock exchange. Our board of directors may suspend this offering and the share redemption program if it determines that the calculation of NAV may be materially incorrect or there is a condition that restricts the valuation of a material portion of our assets.

Relationship between NAV and Our Transaction Price

Generally, our transaction price will equal our most recently disclosed monthly NAV. The transaction price will be the price at which we redeem shares and the price, together with applicable upfront selling commissions and dealer manager fees, at which we offer shares. Although the transaction price will generally be based on our most recently disclosed monthly NAV per share, the most recently disclosed monthly NAV may be significantly different from the current NAV per share of the applicable class of stock as of the date on which your purchase or redemption occurs.

In addition, we may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the most recently disclosed monthly NAV per share (including by updating a previously disclosed transaction price) or suspend our offering and/or our share redemption program in cases where we believe there has been a material change (positive or negative) to our NAV per share relative to the most recently disclosed monthly NAV per share. In cases where our transaction price is not based on the most recently disclosed monthly NAV per share, the offering price and redemption price may not equal our NAV per share as of any time.

Our Current and Historical NAV Calculations

Our first transaction prices for this offering will be based on our initial monthly NAV per share calculated pursuant to the valuation procedures set forth above. Prior to the commencement of this offering, we will commence calculating our monthly NAV pursuant to the procedures set forth above. Set forth below are the components of (i) our initial monthly NAV calculation calculated in accordance with the valuation procedures set forth above and (ii) our previous most recent NAV calculation, which may be calculated with different procedures than those set forth above. We will also rename our unclassified shares of common stock as “Class I” shares and classify three new class of common stock: Class T, S and D shares.

Pursuant to our valuation policies, after the share class restructuring above occurs, the NAV of our unclassified shares of common stock will become the NAV of our Class I shares, and until we sell Class T, S and D shares, we will deem the NAV per share of these classes to be the NAV per share of our Class I shares. We will separately compute the NAV per share of our Class T, S and D shares, as applicable, once we have shares of that class outstanding.

The following table sets forth the components of NAV for the company as of [______], 20[__] and December 7, 2017 (amounts in thousands except per share information).

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	As of [__], 2018		As of December 7, 2017 (1)
Real estate properties	$		$	30.83
Real estate equity securities				0.90
Real estate debt securities				0.33
Cash				0.73
Investments in unconsolidated joint ventures				3.26
Other assets				0.53
Mortgage debt				(13.96	)
Series A Debentures				(5.54	)
Advisor participation fee potential liability				(0.54	)
Other liabilities				(0.71	)
Non-controlling interest				(0.59	)
Estimated value per share prior to December 7, 2017 Special Dividend declaration	$		$	15.11
Estimated enterprise value premium		None		None
Special Dividend declared on December 7, 2017		—		(3.61	)
NAV per share	$		$	11.50

(1) The December 7, 2017 estimated value per share was based upon the recommendation and valuation of our advisor in the valuation process prior to our adoption of our monthly NAV procedures. The advisor’s valuation of our consolidated investments in real estate properties and two of our unconsolidated joint venture investments in real estate properties was based on (i) appraisals of such investments performed by third-party valuation firms, (ii) the acquisition price of a recently acquired real estate property and (iii) the sales price less actual disposition costs and fees of the 11 properties (the “Singapore Portfolio”) that were sold to a newly formed Singapore real estate investment trust subsequent to September 30, 2017. Appraisals on (i) all of the our consolidated investments in real properties, excluding one office property acquired in September 2017, investments in undeveloped land and the Singapore Portfolio, and (ii) two of our unconsolidated investments in real estate properties were performed by Duff & Phelps, LLC (“Duff & Phelps”). Appraisals of our investments in undeveloped land were performed by Newmark Knight Frank Valuation & Advisory, LLC (“Newmark”), a division of Newmark Knight Frank. Duff & Phelps and Newmark, each an independent third-party valuation firm, also prepared appraisal reports, summarizing key inputs and assumptions, for each of the real estate properties they respectively appraised. The advisor also performed valuations with respect to our real estate-related investments, one of its unconsolidated joint ventures, cash, other assets, mortgage debt and other liabilities. For more information relating to the December 2017 estimated value per share and the assumptions and methodologies used by Duff & Phelps, Newmark and our advisor, see our Current Report on Form 8-K filed with the SEC on December 1, 2017.

When the fair value of our real estate assets is calculated for the purposes of determining our NAV per share, the calculation is done using the fair value principles detailed within the FASB Accounting Standards Codification under Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). However, our valuation procedures and our NAV are not subject to GAAP and will not be subject to independent audit. In the determination of our NAV, the value of certain of our debt investments and real estate-related liabilities are generally determined based on their carrying amounts under GAAP; however, those principles are generally based upon historic cost and therefore may not be determined in accordance with ASC Topic 820. Readers should refer to our audited financial statements for our net book value determined in accordance with GAAP from which one can derive our net book value per share by dividing our stockholders’ equity by shares of our common stock outstanding as of the date of measurement.

Our valuation procedures, which address specifically each category of our assets and liabilities and are applied separately from the preparation of our financial statements in accordance with GAAP, involve adjustments from historical cost. There are certain factors which cause NAV to be different from net book value on a GAAP basis. Most significantly, the valuation of our real estate assets, which is the largest component of our NAV calculation, will be provided to us by the Independent Valuation Firm on a monthly basis. For GAAP purposes, these assets are generally recorded at depreciated or amortized cost. We generally do not undertake to mark to market our debt investments or real estate-related liabilities, but rather these assets and liabilities are usually included in our determination of NAV at amounts determined in accordance with GAAP, which amounts have been and could in the future be materially different from the amount of these assets and liabilities if we were to undertake to mark to market our debt. Also for NAV purposes, we mark-to-market our hedging instruments on a frequency that management determines to be practicable under the circumstances. However, our NAV policies and procedures allow for that frequency to change to be more or less frequent. Other examples that will cause our NAV to differ from our GAAP net book value include the straight-lining of rent, which results in a receivable for GAAP purposes that is not included in the determination of our NAV, and, for purposes of determining our NAV, the assumption of a value of zero in certain instances where the balance of a loan exceeds the value of the underlying real estate properties, where GAAP net book value would reflect a negative equity value for such real estate properties, even if such loans are non-recourse. Third party appraisers may value our individual real estate assets using appraisal standards that deviate from fair value standards under GAAP. The use of such appraisal standards may cause our NAV to deviate from GAAP fair value principles. We did not develop our valuation procedures with the intention of complying with fair value concepts under GAAP and, therefore, there could be differences between our fair values and the fair values derived from the principal market or most advantageous market concepts of establishing fair value under GAAP.

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Under GAAP, we will record liabilities for ongoing distribution fees that we (i) currently owe our dealer manager under the terms of our dealer manager agreement and (ii) for an estimate that we may pay to our dealer manager in future periods for shares of our common stock. We will not deduct the liability for estimated future ongoing distribution fees in our calculation of NAV since we intend for our NAV to reflect our estimated value on the date that we determine our NAV. Accordingly, our estimated NAV at any given time should not include consideration of any estimated future distribution fees that may become payable after such date.

We include no discounts to our NAV for the illiquid nature of our shares, including the limitations on your ability to redeem shares under our share redemption program and our ability to suspend or terminate our share redemption program at any time. Our NAV generally does not consider exit costs (e.g. selling costs and commissions related to the sale of a property) that would likely be incurred if our assets and liabilities were liquidated or sold. While we may use market pricing concepts to value individual components of our NAV, our per share NAV is not derived from the market pricing information of open-end real estate funds listed on stock exchanges.

Please note that our NAV is not a representation, warranty or guarantee that: (1) we would fully realize our NAV upon a sale of our assets; (2) shares of our common stock would trade at our per share NAV on a national securities exchange; and (3) a stockholder would be able to realize the per share NAV if such stockholder attempted to sell his or her shares to a third party.

The [__], 2018 valuation for our real properties was provided by the Independent Valuation Firm in accordance with our valuation procedures and determined starting with the appraised value. The aggregate real property valuation of $[__] compares to a GAAP basis of real properties (before accumulated amortization and depreciation and the impact of intangible lease liabilities) of $[__], representing an increase of approximately $[__] million or [__]%. The following table summarizes the key assumptions that were used in the discounted cash flow models in order to arrive at the appraised real estate property values as well as the sales comparison range of values used to arrive at the appraised values for undeveloped land:

	Range in Values	Weighted-Average Basis
Consolidated Investments in Real Estate Properties (Excluding Undeveloped Land)
Terminal capitalization rate
Discount rate
Net operating income compounded annual growth rate (1)
Undeveloped Land
Price per acre

A change in the rates used would impact the calculation of the value of our real properties. For example, assuming all other factors remain constant, an increase in the weighted-average annual discount rate/IRR and the terminal capitalization rate of 0.5% would reduce the value of our real properties by approximately [__]% and [__]%, respectively.

Historical Estimated Values per Share

Prior to the implementation of our current valuation procedures, the board of directors approved an annual estimated value of our common stock at least once per year from 2014 through 2017, and declared a special dividend of $3.61 in a combination of cash and shares for stockholders of record as of December 7, 2017. These estimated values were not calculated in exactly the same manner as our current NAV per share is calculated. Important information about the assumptions, methods and limitations of each estimated valuation is set forth in each of the Current Reports set forth below.

Estimated Value Before/After Special Dividend	Effective Date of Valuation	Filing with the Securities and Exchange Commission
$15.11 / $11.50	December 7, 2017	Current Report on Form 8-K, filed December 13, 2017
$14.81 / n/a	December 8, 2016	Current Report on Form 8-K, filed December 15, 2016
$13.44 / n/a	December 8, 2015	Current Report on Form 8-K, filed December 10, 2015
$12.24 / n/a	December 9, 2014	Current Report on Form 8-K, filed December 11, 2014
$11.27 / n/a	March 25, 2014	Current Report on Form 8-K, filed March 27, 2014

[__], 2018 Transaction Price

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The most recent transaction price for each share class of our common stock for subscriptions accepted as of [__], 2018 (and redemptions as of [__], 2018) is as follows:

	Transaction Price (per share)
Class T	$
Class S	$
Class D	$
Class I	$

Our share sales and redemptions are made based on the applicable per share transaction price, which generally equals the most recently disclosed monthly NAV per share, plus the upfront selling commissions and dealer manager fees. Our most recent NAV per share for each class is (1) posted on our website, www.kbsstrategicopportunityreit.com, and (2) made available on our toll-free, automated telephone line, [_________]. In addition, we will disclose in a prospectus or prospectus supplement filed with the SEC the principal valuation components of our monthly NAV calculations. Each new transaction price for each share class will become effective three business days after such transaction price is disclosed by us. We will not accept any subscription agreements during the three business day period following publication of the new transaction prices.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

General

The following is a summary of certain material federal income tax consequences relating to our qualification and taxation as a REIT and the acquisition, ownership and disposition of our common stock that you, as a potential stockholder, may consider relevant. Because this section is a general summary, it does not address all of the potential tax issues that may be relevant to you in light of your particular circumstances. This summary is based on the Internal Revenue Code; current, temporary and proposed Treasury Regulations promulgated thereunder; current administrative interpretations and practices of the IRS; and judicial decisions now in effect, all of which are subject to change (possibly with retroactive effect) or to different interpretations.

We can provide no assurance that the tax treatment described in this summary will not be challenged by the IRS or will be sustained by a court if challenged by the IRS.

This summary of certain federal income tax consequences applies to you only if you acquire and hold our common stock as a “capital asset” (generally, property held for investment within the meaning of Section 1221 of the Internal Revenue Code). This summary is also based upon the assumption that our operation and the operation of our subsidiaries and other lower-tier and affiliated entities will in each case be in accordance with the applicable organizational documents or partnership agreements. This summary does not consider all of the rules which may affect the U.S. tax treatment of your investment in our common stock in light of your particular circumstances. For example, except to the extent discussed under the headings “—Taxation of Holders of Our Common Stock—Taxation of Tax-Exempt Stockholders” and “—Taxation of Holders of Our Common Stock—Taxation of Non-U.S. Stockholders,” special rules not discussed here may apply to you if you are:

(1) a broker-dealer or a dealer in securities or currencies;

(2) an S corporation;

(3) a partnership or other pass-through entity;

(4) a bank, thrift or other financial institution;

(5) a regulated investment company or a REIT;

(6) an insurance company;

(7) a tax-exempt organization;

(8) subject to the alternative minimum tax provisions of the Internal Revenue Code;

(9) holding our common stock as part of a hedge, straddle, conversion, integrated or other risk reduction or constructive sale transaction;

(10) holding our common stock through a partnership or other pass-through entity;

(11) holding our common stock through the exercise of employee stock options or otherwise received our common stock as compensation;

(12) a non-U.S. corporation, non-U.S. trust, non-U.S. estate, or an individual who is not a resident or citizen of the United States;

(13) a U.S. person whose “functional currency” is not the U.S. dollar; or

(14) a U.S. expatriate.

If a partnership, including any entity that is treated as a partnership for federal income tax purposes, holds our common stock, the federal income tax treatment of the partner in the partnership will generally depend on the status of the partner and the activities of the partnership. If you are a partner in a partnership that will hold our common stock, you should consult your tax advisor regarding the federal income tax consequences of acquiring, holding and disposing of our common stock by the partnership.

The rules dealing with U.S. federal income taxation are constantly under review. No assurance can be given as to

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whether, when or in what form the U.S. federal income tax laws applicable to us and our stockholders may be changed, possibly with retroactive effect. Changes to the federal tax laws and interpretations of federal tax laws could adversely affect an investment in shares of our common stock.

This summary generally does not discuss any alternative minimum tax considerations or any state, local or non-U.S. tax considerations.

THE FEDERAL INCOME TAX TREATMENT OF HOLDERS OF OUR COMMON STOCK DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. THIS SUMMARY OF CERTAIN MATERIAL FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. YOU ARE ADVISED TO CONSULT YOUR TAX ADVISOR REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK.

Taxation of KBS Strategic Opportunity REIT

We elected to be taxed as a REIT commencing with our taxable year ended December 31, 2010. We believe that we have been organized and operated, and intend to continue to operate, in such a manner as to qualify for taxation as a REIT.

REIT Qualification

This section of the prospectus discusses the laws governing the tax treatment of a REIT and its stockholders. These laws are highly technical and complex.

In connection with our offering, DLA Piper LLP (US) has delivered an opinion to the effect that, commencing with our taxable year which ended on December 31, 2010, we have been organized and operated in conformity with the requirements for qualification as a REIT under the Internal Revenue Code, and our proposed method of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT.

Investors should be aware that the opinion of DLA Piper LLP (US) was expressed as of the date issued, and was based on various assumptions relating to our organization and operation and is conditioned upon representations and covenants made by us regarding our organization, assets and the conduct of our business operations. While we intend to operate so that we will qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations and the possibility of future changes in our circumstances, no assurance can be given by DLA Piper LLP (US) or by us that we will so qualify for any particular year. DLA Piper LLP (US) will have no obligation to advise us or the holders of our common stock of any subsequent change in the matters stated, represented or assumed in the opinion, or of any subsequent change in the applicable law. You should be aware that opinions of counsel are not binding on the IRS or any court, and no assurance can be given that the IRS will not challenge the conclusions set forth in such opinions. We have not obtained an advance ruling from the IRS regarding any matter discussed in this prospectus.

Qualification and taxation as a REIT depends on our ability to meet on a continuing basis, through actual operating results, distribution levels and diversity of share ownership, various qualification requirements imposed upon REITs by the Internal Revenue Code, the compliance with which will not be reviewed by DLA Piper LLP (US). Our ability to qualify as a REIT also requires that we satisfy certain asset tests, some of which depend upon the fair market values of assets directly or indirectly owned by us. Such values may not be susceptible to a precise determination. While we intend to operate in a manner that will allow us to qualify as a REIT, no assurance can be given that the actual results of our operations for any taxable year will satisfy such requirements for qualification and taxation as a REIT.

Taxation of REITs in General

As indicated above, qualification and taxation as a REIT depends upon our ability to meet, on a continuing basis, various qualification requirements imposed upon REITs by the Internal Revenue Code. The material qualification requirements are summarized below under “—Requirements for Qualification— General.” While we intend to operate so that we qualify as a REIT, no assurance can be given that the IRS will not challenge our qualification or that we will be able to operate in accordance with the REIT requirements in the future. See “—Failure to Qualify” below.

We may own an equity interest in one or more entities that will elect to be treated as REITs, which we refer to as a Subsidiary REIT. Each Subsidiary REIT will be subject to, and must satisfy, the same requirements that we must satisfy in order to qualify as a REIT. Discussions of our qualification under the REIT rules, the anticipated satisfaction of the REIT requirements, and the consequences of a failure to so qualify, also apply to any Subsidiary REITs.

Provided that we qualify as a REIT, we generally will not be subject to federal income tax on our REIT taxable income that is distributed to our stockholders. This treatment substantially eliminates the “double taxation” at the corporate and stockholder levels that has historically resulted from investment in a corporation. Rather, income generated by a REIT

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generally is taxed only at the stockholder level upon a distribution of dividends by the REIT.

Most U.S. stockholders that are individuals, trusts or estates are taxed on corporate dividends at a maximum U.S. federal income tax rate of 20% (the same as long-term capital gains). With limited exceptions, however, dividends from us or from other entities that are taxed as REITs are generally not eligible for this rate and will continue to be taxed at rates applicable to ordinary income. The highest marginal non-corporate U.S. federal income tax rate applicable to ordinary income is currently 37%. See “ —Taxation of U.S. Stockholders on Distributions on Our Common Stock.”

Net operating losses, foreign tax credits and other tax attributes of a REIT generally do not pass through to the stockholders of the REIT, subject to special rules for certain items such as capital gains recognized by REITs.

As a REIT, we will generally not be subject to income tax. However, we are subject to federal tax in the following circumstances:

(1) We will be taxed at regular corporate rates on any taxable income, including undistributed net capital gains, that we do not distribute to stockholders during, or within a specified time period after, the calendar year in which the income is earned;

(2) We may be subject to the “alternative minimum tax” on our items of tax preference, including any deductions of net operating losses;

(3) If we have net income from prohibited transactions, which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, other than foreclosure property, such income will be subject to a 100% tax. See “ —Prohibited Transactions” and “ —Foreclosure Property” below;

(4) If we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or certain leasehold terminations as “foreclosure property,” we may thereby avoid the 100% tax on gain from a sale of that property (if the sale would otherwise constitute a prohibited transaction), but the income from the sale or operation of the property may be subject to corporate income tax at the highest applicable federal corporate income tax rate (currently 21%);

(5) If we fail to satisfy the 75% gross income test or the 95% gross income test, as discussed below, but nonetheless maintain our qualification as a REIT because other requirements are met, we will be subject to a 100% tax on portion of our profits attributable to the amount of gross income that falls short of the prescribed thresholds;

(6) In the event of a failure of the asset tests (other than certain de minimis failures), as described below under “ —Asset Tests,” as long as the failure was due to reasonable cause and not to willful neglect, we dispose of the assets or otherwise comply with such asset tests within six months after the last day of the quarter in which we identify such failure and we file a schedule with the IRS describing the assets that caused such failure, we may nevertheless be able to maintain our qualification as a REIT but would be required to pay a tax equal to the greater of $50,000 or 21% of the net income from the non-qualifying assets during the period in which we failed to satisfy such asset tests;

(7) In the event of a failure to satisfy one or more requirements for REIT qualification, other than the gross income tests and the asset tests, where the violation is due to reasonable cause and not willful neglect, we may be able to nevertheless maintain our REIT qualification but would then be required to pay a penalty of $50,000 for each such failure;

(8) If we fail to distribute during each calendar year at least the sum of: (i) 85% of our REIT ordinary income for such year; (ii) 95% of our REIT capital gain net income for such year; and (iii) any undistributed taxable income from prior periods, we will be subject to a 4% excise tax on the excess of the required distribution over the sum of (a) the amounts actually distributed, plus (b) retained amounts on which income tax is paid at the corporate level;

(9) We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet recordkeeping requirements intended to monitor our compliance with rules relating to the composition of our stockholders, as described below in “ —Requirements for Qualification— General”;

(10) A 100% tax may be imposed on certain items of income and expense that are directly or constructively paid between a REIT and a TRS if and to the extent that the IRS successfully adjusts the reported amounts of these items to conform to an arm’s-length pricing standard;

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(11) If we acquire appreciated assets from a corporation that is not a REIT (i.e., a corporation taxable under subchapter C of the Internal Revenue Code) in a transaction in which the adjusted tax basis of the assets in our hands is determined by reference to the adjusted tax basis of the assets in the hands of the subchapter C corporation, we will be subject to tax at the highest corporate income tax rate then applicable if we subsequently recognize the built-in gain on a disposition of any such assets during the ten-year period following the acquisition from the subchapter C corporation, unless the subchapter C corporation elects to treat the original transfer of the assets to us as a taxable sale;

(12) The earnings of our lower-tier entities that are subchapter C corporations, if any, including domestic TRSs, are subject to federal corporate income tax; and

(13) If we own a residual interest in a real estate mortgage investment conduit, or REMIC, we will be taxable at the highest corporate rate on the portion of any excess inclusion income that we derive from the REMIC residual interests equal to the percentage of our stock that is held in record name by “disqualified organizations.” Similar rules apply to a REIT that owns an equity interest in a taxable mortgage pool. To the extent that we own a REMIC residual interest or a taxable mortgage pool through a TRS, we will not be subject to this tax (although the TRS will be subject to tax on its income). For a discussion of “excess inclusion income,” see “ —Taxable Mortgage Pools.” A “disqualified organization” includes:

^¡   the United States;

^¡   any state or political subdivision of the United States;

^¡   any foreign government;

^¡   any international organization;

^¡   any agency or instrumentality of any of the foregoing;

^¡   any other tax-exempt organization, other than a farmer’s cooperative described in section 521 of the Internal Revenue Code, that is exempt both from income taxation and from taxation under the unrelated business taxable income provisions of the Internal Revenue Code; and

^¡   any rural electrical or telephone cooperative.

We do not currently hold REMIC residual interests or interests in taxable mortgage pools, but may do so in the future.

In addition, we and our subsidiaries may be subject to a variety of taxes, including payroll taxes and state and local income, property and other taxes on assets and operations. We could also be subject to tax in situations and on transactions not presently contemplated.

Requirements for Qualification—General

The Internal Revenue Code defines a REIT as a corporation, trust or association:

(1) that is managed by one or more trustees or directors;

(2) the beneficial ownership of which is evidenced by transferable shares or by transferable certificates of beneficial interest;

(3) that would be taxable as a domestic corporation but for the special Internal Revenue Code provisions applicable to REITs;

(4) that is neither a financial institution nor an insurance company subject to specific provisions of the Internal Revenue Code;

(5) the beneficial ownership of which is held by 100 or more persons;

(6) in which, during the last half of each taxable year, not more than 50% in value of the outstanding stock is owned, directly or indirectly, by five or fewer “individuals” (as defined in the Internal Revenue Code to include specified tax-exempt entities);

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(7) that properly elects to be taxed as a REIT and such election has not been terminated or revoked; and

(8) which meets other tests described below regarding the nature of its income and assets, its distributions, and certain other matters.

The Internal Revenue Code provides that conditions (1) through (4) must be met during the entire taxable year, and that condition (5) must be met during at least 335 days of a taxable year of 12 months, or during a proportionate part of a shorter taxable year. Our charter provides restrictions regarding the ownership and transfer of our shares, which are intended to assist us in satisfying the share ownership requirements described in conditions (5) and (6) above. For purposes of condition (6), an “individual” generally includes a supplemental unemployment compensation benefit plan, a private foundation, or a portion of a trust permanently set aside or used exclusively for charitable purposes, but does not include a qualified pension plan or profit sharing trust. We were not required to satisfy conditions (5) and (6) for the first taxable year for which we elected to be taxed as a REIT. To monitor compliance with the share ownership requirements, we generally are required to maintain records regarding the actual ownership of our shares. To do so, we must demand written statements each year from the record holders of significant percentages of our stock in which the record holders are to disclose the actual owners of the shares (i.e., the persons required to include in gross income the dividends paid by us). A list of those persons failing or refusing to comply with this demand must be maintained as part of our records. Failure to comply with these recordkeeping requirements could subject us to monetary penalties. If we satisfy these requirements and have no reason to know that condition (6) above is not satisfied, we will be deemed to have satisfied such condition. A stockholder that fails or refuses to comply with the demand is required by Treasury Regulations to submit a statement with its tax return disclosing the actual ownership of the shares and other information.

In addition, a corporation generally may not elect to become a REIT unless its taxable year is the calendar year. We satisfy this requirement.

Finally, at the end of any year, a REIT cannot have any earnings and profits accumulated by it or a predecessor during a taxable year in which it was not a REIT. We do not have any earnings and profits accumulated by a C corporation.

The Internal Revenue Code provides relief from violations of the REIT gross income requirements, as described below under “—Income Tests,” in cases where a violation is due to reasonable cause and not willful neglect, and other requirements are met, including the payment of a penalty tax that is based upon the magnitude of the violation. In addition, similar relief is available in the case of certain violations of the REIT asset requirements (see “—Asset Tests” below) and other REIT requirements (see “—Failure to Qualify” below), again provided that the violation is due to reasonable cause and not willful neglect, and other conditions are met, including the payment of a penalty tax. If we were to fail to satisfy any of the various REIT requirements, there can be no assurance that these relief provisions would be available to enable us to maintain our qualification as a REIT. Even if such relief provisions were available, the amount of any resultant penalty tax could be substantial.

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Effect of Subsidiary Entities

Ownership of Partnership Interests. In the case of a REIT that is a partner in a partnership, the REIT is deemed to own its proportionate share of the partnership’s assets, and to earn its proportionate share of the partnership’s income, for purposes of the asset and gross income tests applicable to REITs, as described below. In addition, the assets and gross income of the partnership are deemed to retain the same character in the hands of the REIT. Thus, our proportionate share of the assets and items of income of partnerships in which we own an equity interest (including our interest in our operating partnership) are treated as our assets and items of income for purposes of applying the REIT requirements. Our proportionate share is generally determined, for these purposes, based upon our percentage interest in the partnership’s equity capital; however, for purposes of the 10% value-based asset test described below, the percentage interest also takes into account certain debt securities issued by the partnership and held by us. Consequently, to the extent that we directly or indirectly hold a preferred or other equity interest in a partnership, the partnership’s assets and operations may affect our ability to qualify as a REIT, even if we have no control, or only limited influence, over the partnership. A summary of certain rules governing the federal income taxation of partnerships and their partners is provided below in “—Tax Aspects of Investments in Partnerships.”

Disregarded Subsidiaries. If a REIT owns a corporate subsidiary that is a “qualified REIT subsidiary,” that subsidiary is disregarded for federal income tax purposes, and all assets, liabilities and items of income, deduction and credit of the subsidiary are treated as assets, liabilities and items of income, deduction and credit of the REIT itself, including for purposes of the gross income and asset tests applicable to REITs, as described below. A qualified REIT subsidiary is any corporation, other than a TRS as described below, that is wholly owned by a REIT, or by other disregarded subsidiaries owned by the REIT, or by a combination of the two. Other entities that are wholly owned by us, including single member limited liability companies, are also generally disregarded as separate entities for federal income tax purposes, including for purposes of the REIT income and asset tests. Disregarded subsidiaries, along with partnerships in which we hold an equity interest, are sometimes referred to as “pass-through subsidiaries.”

In the event that one of our disregarded subsidiaries ceases to be wholly owned for example, if any equity interest in the subsidiary is acquired by a person other than us or another of our disregarded subsidiaries-the subsidiary’s separate existence would no longer be disregarded for federal income tax purposes. Instead, it would have multiple owners and would be treated as either a partnership or a taxable corporation. Such an event could, depending on the circumstances, adversely affect our ability to satisfy the various asset and gross income requirements applicable to REITs, including the requirement that REITs generally may not own, directly or indirectly, more than 10% of the securities of another corporation. See “—Asset Tests” and “—Income Tests.”

Taxable Subsidiaries. A REIT may jointly elect with a subsidiary corporation, whether or not wholly owned, to treat the subsidiary corporation as a TRS. A corporation in which a TRS directly or indirectly owns more than 35% of its stock, by voting power or value, will automatically be treated as a TRS. The separate existence of a TRS or other taxable corporation, unlike a disregarded subsidiary as discussed above, is not ignored for federal income tax purposes. A TRS is subject to corporate income tax on its earnings, which may reduce the cash flow generated by us and our subsidiaries in the aggregate and our ability to make distributions to our stockholders.

A REIT is not treated as holding the assets of a taxable subsidiary corporation or as receiving any income that the taxable subsidiary earns. Rather, the stock issued by the taxable subsidiary is an asset in the hands of the parent REIT, and the REIT recognizes as income the dividends, if any, that it receives from the taxable subsidiary. The value of the TRS securities held by the REIT will be used to compute the REIT’s compliance with the asset tests, as discussed in more detail below. Because we will not include the assets and income of TRSs in determining our compliance with the REIT income and asset requirements described below, such entities may be used by the parent REIT to indirectly undertake certain activities that the REIT rules might otherwise preclude it from doing directly (or through pass-through subsidiaries), such as providing certain services to tenants or conducting activities that give rise to certain categories of non-qualifying income, such as management fees, or sales of assets that may be considered inventory or dealer property. Not more than 25% of the value of a REIT’s gross assets may consist of stock or securities of one or more TRSs. This limitation has been reduced to 20% commencing in 2018.

In general, a TRS may not directly or indirectly operate or manage any lodging facilities or health care facilities, or provide rights to any brand name under which any lodging facility or health care facility is operated. A TRS may, however, provide rights to a brand name under which a lodging facility or health care facility is operated if: (i) such rights are provided to an “eligible independent contractor” (as described below) to operate or manage a lodging facility or health care facility; (ii) such rights are held by the TRS as a franchisee, licensee, or in a similar capacity; and (iii) such lodging facility or health care facility is either owned by the TRS or leased to the TRS by its parent REIT. A TRS is not considered to operate or manage a lodging facility” or health care facility solely because the TRS directly or indirectly possesses a license, permit, or similar instrument enabling it to do so.

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Subsidiary REITs. As discussed above, we may indirectly or directly own interests in one or more Subsidiary REITs. We intend that any such Subsidiary REIT will be organized and will operate in a manner to permit it to qualify for taxation as a REIT for federal income tax purposes from and after the effective date of its REIT election. Provided that a Subsidiary REIT meets the requirements for qualification as a REIT, for purposes of determining our qualification as a REIT, stock of the subsidiary that we own will be treated as a qualifying asset, and dividends that we receive will be qualifying income for purposes of the REIT gross asset and income tests that apply to us as described below. See “—Income Tests” and “—Asset Tests”, below. However, if any of these Subsidiary REITs were to fail to qualify as a REIT, then (i) the Subsidiary REIT would become subject to corporate income tax as a regular C corporation, as described herein, see “—Failure to Qualify” below, and (ii) our interest in such Subsidiary REIT, and any income derived from it, could be treated as non-qualifying items for purposes of the REIT asset and income tests, which could adversely affect our ability to qualify as a REIT.

Income Tests

In order to maintain qualification as a REIT, we must satisfy two gross income requirements annually. First, at least 75% of our gross income for each taxable year, excluding gross income from sales of inventory or dealer property in “prohibited transactions,” must be derived from investments relating to real property or mortgages on real property, including “rents from real property”; dividends received from other REITs; interest income derived from mortgage loans secured by real property; income derived from a REMIC in proportion to the real estate assets held by the REMIC, unless at least 95% of the REMIC’s assets are real estate assets, in which case all of the income derived from the REMIC; certain income from qualified temporary investments; and gains from the sale of real estate assets. Second, at least 95% of our gross income in each taxable year, excluding gross income from prohibited transactions, must be derived from some combination of income that qualifies under the 75% income test described above, as well as other dividends, interest, and gain from the sale or disposition of stock or securities, which need not have any relation to real property. Income and gain from “hedging transactions,” as defined in “—Hedging Transactions,” that we enter into to hedge indebtedness incurred or to be incurred to acquire or carry real estate assets, including certain CRE equity and debt investments or to hedge certain foreign currency risks and that are clearly and timely identified as hedges will be excluded from both the numerator and the denominator for purposes of the 75% and 95% gross income tests.

Generally, rents received by us will qualify as “rents from real property” for purposes of the gross income requirements described above, provided that certain requirements are met. If rent is partly attributable to personal property leased in connection with a lease of real property, the portion of the total rent that is attributable to the personal property will not qualify as “rents from real property” unless it constitutes 15% or less of the total rent received under the lease. Also, in order to be treated as qualifying income for purposes of the REIT gross income requirements, the rent must not be based, in whole or in part, on the income or profits of any person, but may be based on a fixed percentage or percentages of receipts or sales. Moreover, for rents received to qualify as “rents from real property,” the REIT generally must not furnish or render services to the tenants of such property, other than through an “independent contractor” from which the REIT derives no revenue or through a TRS. We and our affiliates are permitted, however, to perform services that are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not otherwise considered rendered to the occupant of the property. In addition, we and our affiliates may directly or indirectly provide non-customary services to tenants of properties without disqualifying all of the rent from the property if the payment for such services does not exceed 1% of the total gross income from the property. For this purpose, the amount received by the REIT for such service, which is treated as non-qualifying income, is deemed to be at least 150% of the REIT’s direct cost of providing the service. Also, rental income will not qualify as rents from real property to the extent that we directly or constructively hold a 10% or greater interest, as measured by vote or value, in the equity of a lessee.

In order for the rent that we receive to constitute “rents from real property,” the leases must be respected as true leases for U.S. federal income tax purposes and not treated as service contracts, joint ventures or some other type of arrangement. The determination of whether leases are true leases depends on an analysis of all the surrounding facts and circumstances. We intend that any leases into which we enter will be treated as true leases. If our leases are characterized as service contracts or partnership agreements, rather than as true leases, part or all of the payments that we receive from leases may not be considered rent or may not otherwise satisfy the various requirements for qualification as “rents from real property.” In that case, we might not be able to satisfy either the 75% or 95% gross income test and, as a result, could lose our REIT status unless we qualify for relief, as described above.

Interest income constitutes qualifying mortgage interest for purposes of the 75% gross income test (as described above) to the extent that the obligation is secured by a mortgage on real property. If we receive interest income with respect to a mortgage loan that is secured by both real property and other property, and the highest principal amount of the loan outstanding during a taxable year exceeds the fair market value of the real property on the date that we have a binding commitment to acquire or originate the mortgage loan, the interest income will generally be apportioned between the real property and the other collateral, and our income from the arrangement will qualify for purposes of the 75% gross income

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test only to the extent that the interest is allocable to the real property. However, ancillary personal property that secures a mortgage loan will be treated as real property for purposes of the 75% gross income test (and for purposes of the REIT asset tests as described below) if the value of the personal property does not exceed 15% of the combined value of the real and personal property. Even if a loan is not secured by real property or is undersecured, the income that it generates may nonetheless qualify for purposes of the 95% gross income test.

To the extent that the terms of a loan provide for contingent interest that is based on the cash proceeds realized upon the sale of the property securing the loan, or a shared appreciation provision, income attributable to the participation feature will be treated as gain from sale of the underlying property, which generally will be qualifying income for purposes of both the 75% and 95% gross income tests provided that the property is not inventory or dealer property in the hands of the borrower or the REIT.

To the extent that a REIT derives interest income from a mortgage loan or income from the rental of real property where all or a portion of the amount of interest or rental income payable is contingent, such income generally will qualify for purposes of the gross income tests only if it is based upon the gross receipts or sales, and not the net income or profits, of the borrower or lessee. This limitation does not apply, however, where the borrower or lessee leases substantially all of its interest in the property to tenants or subtenants, to the extent that the rental income derived by the borrower or lessee, as the case may be, would qualify as rents from real property had it been earned directly by a REIT.

We may originate and acquire mezzanine loans, which are loans secured by equity interests in an entity that directly or indirectly owns real property, rather than by a direct mortgage of the real property. IRS Revenue Procedure 2003-65 provides a safe harbor pursuant to which a mezzanine loan, if it meets each of the requirements contained in the revenue procedure, will be treated by the IRS as a real estate asset for purposes of the REIT asset tests described below, and interest derived from it will be treated as qualifying mortgage interest for purposes of the 75% gross income test. Although the revenue procedure provides a safe harbor on which taxpayers may rely, it does not prescribe rules of substantive tax law. Our mezzanine loans might not meet all of the requirements for reliance on this safe harbor. However, we expect to make and acquire mezzanine loans in a manner that will enable us to satisfy the REIT gross income and asset tests, even if the loans to not meet all of the requirements to qualify for the safe harbor.

We may hold certain participation interests in mortgage loans and mezzanine loans. A participation interest is an interest created in an underlying loan by virtue of a participation or similar agreement, to which the originator of the loan is a party, along with one or more participants. The borrower on the underlying loan is typically not a party to the participation agreement. The performance of a participant’s investment depends upon the performance of the underlying loan, and if the underlying borrower defaults, the participant typically has no recourse against the originator of the loan. The originator often retains a senior position in the underlying loan, and grants junior participations, which will be a first loss position in the event of a default by the borrower. We may acquire participations in CRE debt which we believe qualify for purposes of the REIT asset tests described below, and that interest derived from such investments will be treated as qualifying mortgage interest for purposes of the 75% gross income test. The appropriate treatment of participation interests for federal income tax purposes is not entirely certain, however, and no assurance can be given that the IRS will not challenge our treatment of participation interests.

We may acquire CMBS, and expect that the CMBS will be treated either as interests in a grantor trust or as regular interests in REMICs for U.S. federal income tax purposes and that all interest income, original issue discount and market discount from our CMBS will be qualifying income for the 95% gross income test. In the case of mortgage-backed securities treated as interests in grantor trusts, we would be treated as owning an undivided beneficial ownership interest in the mortgage loans held by the grantor trust. The interest, original issue discount and market discount on such mortgage loans would be qualifying income for purposes of the 75% gross income test to the extent that the obligation is secured by real property. In the case of CMBS treated as interests in a REMIC, income derived from REMIC interests will generally be treated as qualifying income for purposes of the 75% and 95% gross income tests. If less than 95% of the assets of the REMIC are real estate assets, however, then only a proportionate part of our interest in the REMIC and income derived from the interest will qualify for purposes of the 75% gross income test. In addition, some REMIC securitizations include embedded interest swap or cap contracts or other derivative instruments that potentially could produce non-qualifying income for the holder of the related REMIC securities.

We believe that substantially all of our income from our mortgage related securities generally will be qualifying income for purposes of the REIT gross income tests. However, to the extent that we own non-REMIC collateralized mortgage obligations or other debt instruments secured by mortgage loans (rather than by real property), or secured by non-real estate assets, or debt securities that are not secured by mortgages on real property or interests in real property, the interest income received with respect to such securities generally will be qualifying income for purposes of the 95% gross income test, but not for the 75% gross income test. In addition, the amount of a mortgage loan that we own may exceed the value of the real property and ancillary personal property) securing the loan. In that case, income from the loan will be qualifying income for purposes of the 95% gross income test, but the interest attributable to the amount of the loan that exceeds the sum

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of the value of the real property and ancillary personal property securing the loan will not be qualifying income for purposes of the 75% gross income test.

Revenue Procedure 2014-51 discusses a modification of a mortgage loan or an interest therein which is held by a REIT if the modification was occasioned by a default on the loan, or the modification satisfies both of the following conditions: (a) based on all the facts and circumstances, the REIT or servicer of the loan (the “pre-modified loan”) reasonably believes that there is a significant risk of default of the pre-modified loan upon maturity of the loan or at an earlier date, and (b) based on all the facts and circumstances, the REIT or servicer reasonably believes that the modified loan presents a substantially reduced risk of default, as compared with the pre-modified loan. Revenue Procedure 2014-51provides that a REIT may generally treat a modification of a mortgage loan described therein as not being a new commitment to make or purchase a loan for purposes of apportioning interest on that loan between interest with respect to real property or other interest, where the REIT’s acquisition of the loan pre-dated the loan becoming distressed. The modification will also not be treated as a prohibited transaction. Further, with respect to the REIT asset test, the IRS will not challenge the REIT’s treatment of a loan as being in part a “real estate asset” if the REIT treats the loan as being a real estate asset in an amount equal to the lesser of (a) the value of the loan as determined under Treasury Regulations Section 1.856-3(a), or (b) the loan value of the real property securing the loan as determined under Treasury Regulations Section 1.856-5(c) and Revenue Procedure 2014-51. We will consider IRS Revenue Procedure 2014-51 and its potential impact on our REIT qualification when acquiring mortgage loans at a discount on the secondary market.

We may receive distributions from TRSs or other corporations that are not REITs. These distributions will be classified as dividend income to the extent of the earnings and profits of the distributing corporation. Such distributions will generally constitute qualifying income for purposes of the 95% gross income test but not the 75% gross income test. Any dividends we received from a REIT will be qualifying income for purposes of both the 75% and 95% gross income tests.

We may receive various fees in connection with our operations. The fees will be qualifying income for purposes of both the 75% and 95% gross income tests if they are received in consideration for entering into an agreement to make a loan secured by real property and the fees are not determined by the borrower’s income and profits. Other fees generally are not qualifying income for purposes of either gross income test.

Any income or gain that we derive from instruments which hedge certain risks, such as the risk of changes in interest rates with respect to debt incurred to acquire or carry real estate assets or certain foreign currency risks, will not be treated as income for purposes of calculating the 75% or 95% gross income test, provided that specified requirements are met. Such requirements include the instrument being properly identified as a hedge, along with the risk that it hedges, within prescribed time periods. See “—Hedging Transactions” below.

If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for the year if we are entitled to relief under applicable provisions of the Internal Revenue Code. These relief provisions will be generally available if our failure to meet these tests was due to reasonable cause and not due to willful neglect, we attach to our tax return a schedule of the sources of our income, and any incorrect information on the schedule was not due to fraud with intent to evade tax. It is not possible to state whether we would be entitled to the benefit of these relief provisions in all circumstances. If these relief provisions are inapplicable, we will not qualify as a REIT. As discussed above under “—Taxation of REITs in General,” even where these relief provisions apply, a tax would be imposed upon the amount by which we fail to satisfy the particular gross income test, adjusted to reflect the profitability of such gross income.

Pursuant to The Housing and Economic Recovery Tax Act of 2008, the Secretary of the Treasury has been granted broad authority to determine whether particular items of gain or income qualify or not under the 75% and 95% gross income tests or are to be excluded altogether from the measure of gross income for such purposes.

Asset Tests

At the close of each calendar quarter, we must satisfy four tests relating to the nature of our assets. First, at least 75% of the value of our total assets must be represented by some combination of “real estate assets,” cash, cash items and U.S. government securities. For this purpose, real estate assets include interests in real property, such as land, buildings, leasehold interests in real property, ancillary personal property leased in connection with real property, stock of other corporations that qualify as REITs, certain kinds of mortgage-backed securities and mortgage loans, debt instruments issued by public REITs and, under some circumstances, stock or debt instruments purchased with new capital. Assets that do not qualify for purposes of the 75% asset test are subject to the additional asset tests described below.

Second, the value of any one issuer’s securities owned by us may not exceed 5% of the value of our total assets.

Third, we may not own more than 10% of any one issuer’s outstanding securities, as measured by either voting power or value. The 5% and 10% asset tests do not apply to securities of TRSs, and the 10% value test does not apply to “straight debt” and certain other securities, as described below.

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Fourth, the aggregate value of all securities of TRSs held by a REIT may not exceed 25% of the value of the REIT’s total assets (and 20% for tax years after 2017).

Fifth, for taxable years beginning after 2015, not more than 25% of the value of a REIT’s assets may consist of debt instruments of publicly offered REITs.

For taxable years beginning after 2015, to the extent rent attributable to personal property is treated as rents from real property, the personal property will be treated as a real estate asset for purposes of the 75% asset test. Similarly, for taxable years beginning after 2015, debt obligation secured by a mortgage on both real and personal property will be treated as a real estate asset for purposes of the 75% asset test, and interest thereon will be treated as interest on an obligation secured by real property, if the fair market value of the personal property does not exceed 15% of the fair market value of all property securing the debt. Thus, there would be no apportionment for purposes of the asset tests or the gross income tests if the fair market value of personal property securing the loan does not exceed 15% of the fair market value of all property securing the loan.

Notwithstanding the general rule that a REIT is treated as owning its share of the underlying assets of a subsidiary partnership for purposes of the REIT income and asset tests, if a REIT holds indebtedness issued by a partnership, the indebtedness will be subject to, and may cause a violation of, the asset tests, unless it is a qualifying mortgage asset or otherwise satisfies the rules for “straight debt” or one of the other exceptions to the 10% value test.

Certain securities will not cause a violation of the 10% value test described above. Such securities include instruments that constitute “straight debt.” A security does not qualify as “straight debt” where a REIT (or a controlled TRS of the REIT) owns other securities of the issuer of that security which do not qualify as straight debt, unless the value of those other securities constitute, in the aggregate, 1% or less of the total value of that issuer’s outstanding securities. In addition to straight debt, the following securities will not violate the 10% value test: (i) any loan made to an individual or an estate; (ii) certain rental agreements in which one or more payments are to be made in subsequent years (other than agreements between a REIT and certain persons related to the REIT); (iii) any obligation to pay rents from real property; (iv) securities issued by governmental entities that are not dependent in whole or in part on the profits of (or payments made by) a non-governmental entity; (v) any security issued by another REIT; and (vi) any debt instrument issued by a partnership if the partnership’s income is such that the partnership would satisfy the 75% gross income test described above under “—Income Tests.” In applying the 10% value test, a debt security issued by a partnership is not taken into account to the extent, if any, of the REIT’s proportionate interest in that partnership.

Any interests that we hold in a REMIC are generally treated as qualifying real estate assets and income we derive from interests in REMICs is generally treated as qualifying income for purposes of the REIT income tests described above. If less than 95% of the assets of a REMIC are real estate assets, however, then only a proportionate part of our interest in the REMIC, and of our income derived from the interest, qualifies for purposes of the REIT asset and income tests. Where a REIT holds a “residual interest” in a REMIC from which it derives “excess inclusion income,” the REIT will be required to either distribute the excess inclusion income or pay a tax on it (or a combination of the two), even though the income may not be received in cash by the REIT. To the extent that distributed excess inclusion income is allocable to a particular stockholder, the income: (i) would not be allowed to be offset by any net operating losses otherwise available to the stockholder; (ii) would be subject to tax as unrelated business taxable income in the hands of most types of stockholders that are otherwise generally exempt from federal income tax; and (iii) would result in the application of federal income tax withholding at the maximum rate of 30% (and any otherwise available rate reductions under income tax treaties would not apply), to the extent allocable to most types of foreign stockholders.

We may hold certain mezzanine loans that do not qualify for the safe harbor in Revenue Procedure 2003-65 discussed above pursuant to which certain loans secured by a first priority security interest in equity interests in a pass-through entity that directly or indirectly owns real property will be treated as qualifying real estate assets for purposes of the 75% asset test, in which case such loans may be subject to the 10% vote or value test. In addition such mezzanine loans may not qualify as “straight debt” securities or for one of the other exclusions from the definition of “securities” for purposes of the 10% value test. We intend to make any such investments in such a manner as not to fail the asset tests described above, but there can be no assurance we will be successful in this regard.

We may hold certain participation interests in mortgage loans and mezzanine loans. Participation interests are interests in underlying loans created by virtue of participations or similar agreements to which the originators of the loans are parties, along with one or more participants. The borrower on the underlying loan is typically not a party to the participation agreement. The performance of this investment depends upon the performance of the underlying loan and, if the underlying borrower defaults, the participant typically has no recourse against the originator of the loan. The originator often retains a senior position in the underlying loan and grants junior participations which absorb losses first in the event of a default by the borrower. We generally expect to treat our participation interests in mortgage loans and mezzanine loans that qualify for safe harbor under Revenue Procedure 2003-65 as qualifying real estate assets for purposes of the REIT asset tests and interest that

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we derive from such investments as qualifying mortgage interest for purposes of the 75% gross income test discussed above. The appropriate treatment of participation interests for U.S. federal income tax purposes is not entirely certain, however, and no assurance can be given that the IRS will not challenge our treatment of our participation interests. In the event of a determination that such participation interests do not qualify as real estate assets, or that the income that we derive from such participation interests does not qualify as mortgage interest for purposes of the REIT asset and income tests, we could be subject to a penalty tax, or could fail to qualify as a REIT.

After initially meeting the asset tests at the close of any quarter, we will not lose our qualification as a REIT for failure to satisfy the asset tests at the end of a later quarter solely by reason of changes in asset values. If we fail to satisfy the asset tests because we acquire assets during a quarter, we can cure this failure by disposing of sufficient non-qualifying assets within 30 days after the close of that quarter. If we fail the 5% asset test, or the 10% vote or value asset tests at the end of any quarter and such failure is not cured within 30 days thereafter, we may dispose of sufficient assets (generally within six months after the last day of the quarter in which our identification of the failure to satisfy these asset tests occurred) to cure such a violation that does not exceed the lesser of 1% of our assets at the end of the relevant quarter or $10 million. If we fail any of the other asset tests or our failure of the 5% and 10% asset tests is in excess of the de minimis amount described above, as long as such failure was due to reasonable cause and not willful neglect, we are permitted to avoid disqualification as a REIT, after the 30 day cure period, by taking prescribed steps including the disposition of sufficient assets to meet the asset test (generally within six months after the last day of the quarter in which our identification of the failure to satisfy the REIT asset test occurred) and paying a tax equal to the greater of: (i) $50,000; or (ii) the highest corporate income tax rate (currently 21%) multiplied by the net income generated by the non-qualifying assets during the period in which we failed to satisfy the asset test.

We generally expect to acquire CRE securities that will be qualifying assets for purposes of the 75% asset test. However, to the extent that we own non-REMIC collateralized mortgage obligations or other securities which do not qualify as “real estate” for REIT purposes, those securities will not be qualifying assets for purposes of the 75% asset test.

We intend to monitor compliance on an ongoing basis. Independent appraisals will not be obtained, however, to support our conclusions as to the value of our assets or the value of any particular security or securities. Moreover, values of some assets, including instruments issued in securitization transactions, may not be susceptible to a precise determination, and values are subject to change in the future. Furthermore, the proper classification of an instrument as debt or equity for federal income tax purposes may be uncertain in some circumstances, which could affect the application of the REIT asset requirements. Accordingly, there can be no assurance that the IRS will not contend that we do not comply with one or more of the asset tests.

Annual Distribution Requirements

In order to qualify as a REIT, we are required to distribute dividends, other than capital gain dividends, to our stockholders in an amount at least equal to:

(a) the sum of:

(1) 90% of our “REIT taxable income” (computed without regard to its deduction for dividends paid and net capital gains), and

(2) 90% of our net income, if any, (after tax) from foreclosure property (as described below), minus

(b) the sum of specified items of non-cash income.

These distributions must be paid in the taxable year to which they relate, or in the following taxable year if declared before we timely file our tax return for the year and if paid on or before the first regular dividend payment after such declaration. Distributions that we declare in October, November or December of any year payable to a stockholder of record on a specified date in any of these months will be treated as both paid by us and received by the stockholder on December 31 of the year, provided that we actually pay the distribution during January of the following calendar year.

In order for distributions to be counted for this purpose and to give rise to a tax deduction by us, they must not be “preferential dividends.” A dividend is not a preferential dividend if it is pro rata among all outstanding shares of stock within a particular class, and is in accordance with the preferences among different classes of stock as set forth in our organizational documents. In December, 2015, the preferential dividend rules were repealed with respect to publicly offered REITs by legislation (the Protecting Americans from Tax Hikes Act) that is effective retroactively as of January 1, 2015. A REIT is publicly offered if it is required to file annual and periodic reports with the SEC pursuant to the Securities Exchange Act of 1934. We believe that we are, and are likely to remain, a publicly offered REIT, in which case the restrictions on preferential dividends will not apply to us.

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To the extent that we distribute at least 90%, but less than 100%, of our “REIT taxable income,” as adjusted, we will be subject to tax at the regular corporate tax rates on the retained portion. We may elect to retain, rather than distribute, our net long-term capital gains and pay tax on such gains. In this case, we could elect to have our stockholders include their proportionate share of such undistributed long-term capital gains in income and receive a corresponding credit for their share of the tax paid by us. Our stockholders would then increase the adjusted basis of their stock by the difference between the designated amounts included in their long-term capital gains and the tax deemed paid with respect to their shares.

To the extent that a REIT has available net operating losses carried forward from prior tax years, such losses may reduce the amount of distributions that it must make in order to comply with the REIT distribution requirements. Such losses, however, will generally not affect the character, in the hands of stockholders, of any distributions that are actually made by the REIT, which are generally taxable to stockholders to the extent that the REIT has current or accumulated earnings and profits. Under amendments made by the Tax Cuts and Jobs Act to Section 172 of the of the Internal Revenue Code, a REIT’s deduction for any NOL carryforwards arising from losses it sustains in taxable years beginning after December 31, 2017 is limited to 80% of a REIT’s taxable income (determined without regard to the deduction for dividends paid), and any unused portion of losses arising in taxable years ending after December 31, 2017 may not be carried back, but may be carried forward indefinitely.

If we fail to distribute during each calendar year at least the sum of: (i) 85% of our REIT ordinary income for such year; (ii) 95% of our REIT capital gain net income for such year; and (iii) any undistributed taxable income from prior periods, we would be subject to a 4% excise tax on the excess of such required distribution over the sum of (a) the amounts actually distributed and (b) the amounts of income retained on which we have paid corporate income tax. We intend to make timely distributions so that we are not subject to the 4% excise tax.

It is possible that, from time-to-time, we may not have sufficient cash to meet the distribution requirements due to timing differences between the actual receipt of cash and our inclusion of items in income for federal income tax purposes. Potential sources of non-cash taxable income include real estate and securities that have been financed pursuant to arrangements which require some or all of available cash flows to be used to service borrowings, loans or mortgage-backed securities we hold that have been issued at a discount and require the accrual of taxable economic interest in advance of its receipt in cash, and distressed loans on which we may be required to accrue taxable interest income even though the borrower is unable to make current payments in cash. Certain modifications of the terms of distressed indebtedness that we hold could also give rise to non-cash taxable income. In the event that such timing differences occur, it might be necessary to arrange for short-term, or possibly long-term, borrowings to meet the distribution requirements or to pay dividends in the form of taxable in-kind distributions of property. See “—Cash/Income Differences” below.

We may be able to cure a failure to meet the distribution requirements for a year by paying “deficiency dividends” to stockholders in a later year, which may be included in our deduction for dividends paid for the earlier year. In this case, we may be able to avoid losing our REIT status or being taxed on amounts distributed as deficiency dividends. However, we will be required to pay interest and possibly a penalty based on the amount of any deduction taken for deficiency dividends.

Sale-Leaseback Transactions

Some of our investments may utilize sale-leaseback structures. We normally intend to treat these transactions as true leases for U.S. federal income tax purposes. However, depending on the terms of any specific transaction, the IRS might take the position that the transaction is not a true lease but is more properly treated in some other manner. If such recharacterization were successful, we would not be entitled to claim the depreciation deductions available to an owner of the property. In addition, the recharacterization of one or more of these transactions might cause us to fail to satisfy the Asset Tests or the Income Tests described above based upon the asset we would be treated as holding or the income we would be treated as having earned, and such failure could result in our failing to qualify as a REIT. Alternatively, the amount or timing of income inclusion or the loss of depreciation deductions resulting from the recharacterization might cause us to fail to meet the distribution requirement described above for one or more taxable years absent the availability of the deficiency dividend procedure, or might result in a larger portion of our dividends being treated as taxable income to our stockholders.

Recordkeeping Requirements

We must maintain certain records in order to qualify as a REIT. In addition, to avoid a monetary penalty, we must request, on an annual basis, information from our stockholders that is designed to disclose the actual ownership of our outstanding stock. We intend to comply with these requirements.

Failure to Qualify

If we fail to satisfy one or more requirements for REIT qualification, other than the gross income tests and the asset tests, we could avoid disqualification if our failure is due to reasonable cause and not to willful neglect and we pay a penalty of $50,000 for each such failure. In addition, there are relief provisions for a failure of the gross income tests and asset tests, as described in “—Income Tests” and “—Asset Tests.”

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If we fail to qualify for taxation as a REIT in any taxable year, and the relief provisions do not apply, we will be subject to tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. Distributions to stockholders in any year in which we are not a REIT would not be deductible by us, nor would they be required to be made. In this situation, to the extent of current and accumulated earnings and profits, all distributions to stockholders taxed as individuals may be eligible for a reduced rate applicable to “qualified dividends” and, subject to limitations of the Internal Revenue Code, corporate stockholders may be eligible for the dividends received deduction. Unless we are entitled to relief under specific statutory provisions, we would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year during which qualification was lost. It is not possible to state whether, in all circumstances, we would be entitled to this statutory relief.

Prohibited Transactions

Net income derived from a prohibited transaction is subject to a 100% tax. The term “prohibited transaction” generally includes a sale or other disposition of property (other than foreclosure property) that is held primarily for sale to customers in the ordinary course of a trade or business, by a REIT, by a lower-tier partnership in which the REIT holds an equity interest or by a borrower that has issued a shared appreciation mortgage or similar debt instrument to the REIT. Whether property is held “primarily for sale to customers in the ordinary course of a trade or business” depends, however, on the particular facts and circumstances. No assurance can be given that any particular property in which we hold a direct or indirect interest will not be treated as property held for sale to customers, or that we can comply with certain safe-harbor provisions of the Internal Revenue Code that would prevent such treatment. A safe harbor to the characterization of the sale of property by a REIT as a prohibited transaction and to the application of the 100% prohibited transactions tax is available if the following requirements are met:

• the REIT has held the property for not less than two years;

• the aggregate expenditures made by the REIT, or any partner of the REIT, during the two-year period preceding the date of the sale that are includable in the basis of the property do not exceed 30% of the selling price of the property;

• property sales by the REIT do not exceed at least one of the following thresholds: (i) seven sales in the current year; (ii) sales in the current year do not exceed 10% of the REIT’s assets as of the beginning of the year (as measured by either fair market value or tax basis); or (iii) sales in the current year do not exceed 20% of the REIT’s assets as of the beginning of the year and sales over a three-year period do not exceed, on average, 10% per annum of the REIT’s assets, in each case as measured by either fair market value or tax basis (for taxable years beginning after December 18, 2015, clauses (ii) and (iii) are liberalized to permit a REIT to sell properties with an aggregate adjusted basis (or fair market value) of up to 20% of the aggregate bases in (or fair market value of) the REIT’s assets as long as the 10% standard is satisfied on average over the three-year period comprised of the taxable year at issue and the two immediately preceding taxable years);

• in the case of property not acquired through foreclosure or lease termination, the REIT has held the property for at least two years for the production of rental income; and

• if the REIT has made more than seven sales of non-foreclosure property during the taxable year, substantially all of the marketing and development expenditures with respect to the property are made through an independent contractor from whom the REIT derives no income.

We will attempt to comply with the terms of the safe-harbor provisions in the federal income tax laws prescribing when a property sale will not be characterized as a prohibited transaction. We cannot assure you, however, that we can comply with the safe-harbor provisions or that we will avoid owning property that may be characterized as property that we hold “primarily for sale to customers in the ordinary course of a trade or business.” The 100% tax will not apply to gains from the sale of property that is held through a TRS or other taxable corporation, although such income will be taxed to the corporation at regular corporate income tax rates. No assurance can be given, however, that the IRS will respect a transaction by which a property is contributed to a TRS, and even if the contribution transaction is respected, the TRS may incur a significant tax liability as a result of any such sales.

Foreclosure Property

Foreclosure property is real property (including interests in real property as described below) and any personal property incident to such real property: (i) that is acquired by a REIT as the result of the REIT having bid in the property at foreclosure, or having otherwise reduced the property to ownership or possession by agreement or process of law, after there was a default (or default was imminent) on a lease of the property or on a mortgage loan held by the REIT and secured by the property; (ii) for which the related loan or lease was acquired by the REIT at a time when default was not imminent or

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anticipated; and (iii) for which such REIT makes a proper election to treat the property as foreclosure property. REITs generally are subject to tax at the maximum corporate rate (currently 21%) on any net income from foreclosure property, including any gain from the disposition of the foreclosure property, other than income that would otherwise be qualifying income for purposes of the 75% gross income test. Any gain from the sale of property for which a foreclosure property election has been made will not be subject to the 100% tax on gains from prohibited transactions described above, even if the property would otherwise constitute inventory or dealer property in the hands of the selling REIT. We do not anticipate that we will receive any income from foreclosure property that is not qualifying income for purposes of the 75% gross income test, but, if we do receive any such income, we intend to make an election to treat the related property as foreclosure property or to otherwise determine that the receipt of such non-qualifying income will not adversely affect our status as a REIT.

Foreign Investments

To the extent that we directly or indirectly hold or acquire any investments and, accordingly, pay taxes, in foreign countries, such foreign taxes may not be passed through to, or used by, our stockholders, as a foreign tax credit or otherwise. Any foreign investments may also generate foreign currency gains and losses. Certain foreign currency gains may be excluded from gross income for purposes of one or both of the gross income tests described above.

Hedging Transactions

We expect to enter into hedging transactions, from time-to-time, with respect to our assets or liabilities. Our hedging activities may include entering into interest rate swaps, caps, and floors, options to purchase these items, and futures and forward contracts. To the extent that we enter into an interest rate swap or cap contract, option, futures contract, forward rate agreement, or any similar financial instrument to hedge our indebtedness incurred or to be incurred to acquire or carry “real estate assets,” including mortgage loans, or to hedge certain foreign currency risks, any periodic income or gain from the disposition of that contract are disregarded for purposes of the 75% and 95% gross income tests, provided that we meet certain requirements as described below. For taxable years beginning after 2015, income from hedging transactions entered into to hedge existing hedging positions after a portion of the hedged indebtedness or property is disposed of will also be disregarded in applying the gross income tests. We are required to identify clearly any such hedging transaction before the close of the day on which it was acquired, originated, or entered into and satisfy other identification requirements. To the extent that we hedge for other purposes, or to the extent that a portion of our loans are not secured by “real estate assets” (as described under “—Asset Tests”) or in other situations, the income from those transactions will likely be treated as non-qualifying income for purposes of both gross income tests. Moreover, our position in a hedging contract or other derivative instrument, to the extent that it has positive value, may not be treated favorably for purposes of the REIT asset tests.

We intend to structure any hedging transactions in a manner that does not jeopardize our status as a REIT. We may conduct some or all of our hedging activities through a TRS or other corporate entity, the income from which may be subject to federal income tax, rather than by participating in the arrangements directly or through pass-through subsidiaries. No assurance can be given, however, that our hedging activities will not give rise to income that does not qualify for purposes of either or both of the REIT gross income tests, or that our hedging activities will not adversely affect our ability to satisfy the REIT qualification requirements.

Taxable Mortgage Pools

An entity, or a portion of an entity, may be classified as a taxable mortgage pool, or TMP, under the Internal Revenue Code if: (i) substantially all of its assets consist of debt obligations or interests in debt obligations; (ii) more than 50% of those debt obligations are real estate mortgages or interests in real estate mortgages as of specified testing dates; (iii) the entity has issued debt obligations (liabilities) that have two or more maturities; and (iv) the payments required to be made by the entity on its debt obligations (liabilities) “bear a relationship” to the payments to be received by the entity on the debt obligations that it holds as assets. Under regulations issued by the U.S. Treasury Department, if less than 80% of the assets of an entity (or a portion of an entity) consist of debt obligations, these debt obligations are considered not to comprise “substantially all” of its assets, and therefore the entity would not be treated as a TMP.

Where an entity, or a portion of an entity, is classified as a TMP, it is generally treated as a taxable corporation for federal income tax purposes. Special rules apply, however, in the case of a TMP that is a REIT, a portion of a REIT or a disregarded subsidiary of a REIT. In that event, the TMP is not treated as a corporation that is subject to corporate income tax, and the TMP classification does not directly affect the tax status of the REIT. These special rules will not apply to us to the extent that we hold all of our assets through our operating partnership. However, we may be able to rely on these special rules to the extent that we create a subsidiary REIT which in turn owns all of the equity of a TMP.

A portion of the REIT’s income from the TMP arrangement, which might be non-cash accrued income, could be treated as “excess inclusion income.” Pursuant to guidance issued by the IRS, the REIT’s excess inclusion income, including any excess inclusion income from a residual interest in a REMIC, must be allocated among its stockholders in proportion to dividends paid. The REIT is required to notify stockholders of the amount of “excess inclusion income” allocated to them. A

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stockholder’s share of excess inclusion income cannot be offset by any losses or deductions otherwise available to the stockholder, is subject to tax as unrelated business taxable income in the hands of most types of stockholders that are otherwise generally exempt from federal income tax and results in the application of U.S. federal income tax withholding at the maximum rate (30%), without reduction for any otherwise applicable income tax treaty or other exemption, to the extent allocable to most types of foreign stockholders.

Under the IRS guidance, to the extent that excess inclusion income is allocated to a tax-exempt stockholder of a REIT that is not subject to unrelated business income tax (such as a government entity or charitable remainder trust), the REIT will be subject to tax on this income at the highest applicable corporate tax rate (currently 21%). In that case, the REIT could reduce distributions to such stockholders by the amount of such tax paid by it that is attributable to such stockholder’s ownership. Treasury Regulations provide that such a reduction in distributions does not give rise to a preferential dividend that could adversely affect the REIT’s compliance with its distribution requirements. See “ —Annual Distribution Requirements.” The manner in which excess inclusion income is calculated, or would be allocated to stockholders, including allocations among shares of different classes of stock, is not clear under current law. As required by the IRS guidance, we intend to make such determinations using a reasonable method. Tax-exempt investors, foreign investors and taxpayers with net operating losses should carefully consider the tax consequences described above, and are urged to consult their tax advisors.

If a subsidiary partnership of ours (not wholly owned by us directly or indirectly through one or more disregarded entities), such as our operating partnership, were a TMP or owned a TMP, the foregoing rules would not apply. Rather, the TMP would be treated as a corporation for federal income tax purposes and would potentially be subject to corporate income tax. In addition, this characterization would alter our REIT income and asset test calculations and could adversely affect our compliance with those requirements, e.g., by causing us to be treated as owning more than 10% of the securities of a C corporation. We intend, however, to structure any investments in mortgage securitizations in a way that does not adversely affect our qualification as a REIT.

Cash/Income Differences

Our operating partnership may acquire debt instruments in the secondary market for less than their principal amount. The amount of such discount will generally be treated as a “market discount” for federal income tax purposes. It is also possible that certain debt instruments may provide for payment -in-kind, or “PIK Interest” which could give rise to original issue discount (“OID”) for federal income tax purposes. Moreover, we may acquire distressed debt investments that are subsequently modified by agreement with the borrower. If the amendments to the outstanding debt are “significant modifications” under the applicable Treasury Regulations, the modified debt may be considered to have been reissued to us in a debt-for-debt exchange with the borrower. In that event, if the debt is considered to be “publicly traded” for federal income tax purposes, the modified debt in our hands may be considered to have been issued with original issue discount to the extent the fair market value of the modified debt is less than the principal amount of the outstanding debt. In the event that the debt is not considered to be “publicly traded” for federal income tax purposes, we may be required to recognize taxable income to the extent that the principal amount of the modified debt exceeds our cost of purchasing it. Also, certain loans that we originate and certain previously modified debt that we acquire may be considered to have been issued with the original issue discount of the time it was modified.

In general, our operating partnership will be required to accrue OID on a debt instrument as taxable income in accordance with applicable federal income tax rules even though no cash payments may be received on such debt instrument. With respect to market discount, although generally our operating partnership is not required to accrue the discount annually as taxable income (absent an election to do so), interest payments with respect to any debt incurred to purchase the investment may not be deductible and a portion of any gain realized on our operating partnership’s disposition of the debt instrument may be treated as ordinary income rather than capital gain.

Finally, in the event that any debt instruments acquired by our operating partnership are delinquent as to mandatory principal and interest payments, or in the event that a borrower with respect to a particular debt instrument acquired by our operating partnership encounters financial difficulty rendering it unable to pay stated interest as due, our operating partnership may nonetheless be required to continue to recognize the unpaid interest as taxable income.

Due to each of these potential timing differences between income recognition or expense deduction and cash receipts or disbursements, there is a significant risk that our operating partnership may recognize and allocate to us substantial taxable income in excess of cash available for distribution. In that event, we may need to borrow funds or take other action to satisfy the REIT distribution requirements for the taxable year in which this “phantom income” is recognized. See “—Annual Distribution Requirements.”

Tax Aspects of Investments in Partnerships

We will hold investments through entities, including our operating partnership, that are classified as partnerships for

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federal income tax purposes. In general, partnerships are “pass-through” entities that are not subject to federal income tax. Rather, partners are allocated their proportionate shares of the items of income, gain, loss, deduction and credit of a partnership, and are potentially subject to tax on these items, without regard to whether the partners receive a distribution from the partnership. We will include in our income our proportionate share of these partnership items from subsidiary partnerships for purposes of the various REIT income tests and in the computation of our REIT taxable income. Moreover, for purposes of the REIT asset tests, we will include our proportionate share of assets held by subsidiary partnerships. See “—Effect of Subsidiary Entities—Ownership of Partnership Interests.” Consequently, to the extent that we hold an equity interest in a partnership, the partnership’s assets and operations may affect our ability to qualify as a REIT, even if we may have no control, or only limited influence, over the partnership.

Entity Classification

Investments in partnerships involve special tax considerations, including the possibility of a challenge by the IRS of the status of any partnerships as a partnership, as opposed to an association taxable as a corporation, for federal income tax purposes (for example, if the IRS were to assert that a subsidiary partnership is a TMP). See “—Taxable Mortgage Pools.” If any of these entities were treated as an association for federal income tax purposes, it would be taxable as a corporation and therefore could be subject to an entity-level tax on its income. In such a situation, the character of our assets and items of gross income would change and could preclude us from satisfying the REIT asset tests or the gross income tests as discussed in “—Asset Tests” and “—Income Tests,” and in turn could prevent us from qualifying as a REIT. See “—Failure to Qualify” above for a discussion of the effect of our failure to meet these tests for a taxable year. In addition, any change in the status of any of these partnerships for tax purposes might be treated as a taxable event, in which case we could have taxable income that is subject to the REIT distribution requirements without receiving any cash.

Tax Allocations with Respect to Partnership Properties

Under the Internal Revenue Code and the Treasury Regulations, income, gain, loss and deduction attributable to appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership must be allocated for tax purposes in a manner such that the contributing partner is charged with, or benefits from, the unrealized gain or unrealized loss associated with the property at the time of the contribution. The amount of the unrealized gain or unrealized loss is generally equal to the difference between the fair market value of the contributed property at the time of contribution and the adjusted tax basis of such property at the time of contribution (a “book-tax difference”). Such allocations are solely for federal income tax purposes and do not affect the book capital accounts or other economic or legal arrangements among the partners.

To the extent that any of our partnerships acquire appreciated (or depreciated) properties by way of capital contributions from its partners, allocations of income, gain loss and deduction would need to be made in a manner consistent with these requirements. Where a partner contributes cash to a partnership at a time that the partnership holds appreciated (or depreciated) property, the Treasury Regulations provide for a similar allocation of any existing book-tax difference to the other (i.e., non-contributing) partners. These rules may apply to the contribution by us to our operating partnerships of the cash proceeds received in offerings of our stock. As a result, we could be allocated greater or lesser amounts of depreciation and taxable income in respect of a partnership’s properties than would be the case if all of the partnership’s assets (including any contributed assets) had a tax basis equal to their fair market values at the time of any contributions to that partnership. This could cause us to recognize, over a period of time, taxable income in excess of cash flow from the partnership, which might adversely affect our ability to comply with the REIT distribution requirements discussed above.

Under the Internal Revenue Code, a partnership that is not treated as a corporation under the publicly traded partnership rules generally is not subject to U.S. federal income tax; instead, each partner is allocated its distributive share of the partnership’s items of income, gain, loss, deduction and credit and is required to take such items into account in determining the partner’s income. However, a recent law change enacted under the Bipartisan Budget Act of 2015, effective for taxable years beginning after December 31, 2017, requires the partnership to pay the hypothetical increase in partner-level taxes (including interest and penalties) resulting from an adjustment of partnership tax items on audit or in other tax proceedings, unless the partnership elects an alternative method under which the taxes resulting from the adjustment (and interest and penalties) are assessed at the partner level. Many uncertainties remain as to the application of these rules. However, it is possible, that partnerships in which we invest may be subject to U.S. federal income tax, interest and penalties in the event of a U.S. federal income tax audit as a result of these law changes.

State, Local and Foreign Taxes

We may be subject to state, local or foreign taxation in various jurisdictions, including those in which we and our subsidiaries transact business, own property or reside. The state, local or foreign tax treatment of us may not conform to the federal income tax treatment discussed above. Any foreign taxes incurred by us would not pass through to stockholders to be credited against their United States federal income tax liability. Prospective investors should consult their tax advisors regarding the application and effect of state, local and foreign income and other tax laws on an investment in our common

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stock.

Taxation of Holders of Our Common Stock

The following is a summary of certain additional federal income tax considerations with respect to the ownership of our common stock.

Taxation of Taxable U.S. Stockholders

As used herein, the term “U.S. stockholder” means a holder of our common stock that for federal income tax purposes is:

• an individual who is a citizen or resident of the U.S.;

• a corporation (including an entity treated as a corporation for federal income tax purposes) created or organized in or under the laws of the U.S., any of its states or the District of Columbia;

• an estate whose income is subject to federal income taxation regardless of its source; or

• a trust if: (i) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust; or (ii) it has a valid election in place to be treated as a U.S. person.

If a partnership, entity or arrangement treated as a partnership for federal income tax purposes holds our common stock, the federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. If you are a partner in a partnership that will hold our common stock, you should consult your tax advisor regarding the consequences of the purchase, ownership and disposition of our common stock by the partnership.

Taxation of U.S. Stockholders on Distributions on Our Common Stock. As long as we qualify as a REIT, a taxable U.S. stockholder generally must take into account as ordinary income distributions made out of our current or accumulated earnings and profits that we do not designate as capital gain dividends or retained long-term capital gain.

Dividends paid to corporate U.S. stockholders will not qualify for the dividends received deduction generally available to corporations. In addition, dividends paid to a U.S. stockholder generally will not qualify for the reduced tax rate (which is currently a maximum of 20%) for “qualified dividend income.” Our ordinary dividends generally will be taxed at the higher tax rate applicable to ordinary income, which currently is a maximum marginal rate of 37% for stockholders taxed at individual rates. For taxable years prior to 2026, individual stockholders are generally allowed to deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations, which would reduce the maximum marginal effective tax rate for individuals on the receipt of such ordinary dividends to 29.6%. However, the reduced tax rate for qualified dividend income will apply to our ordinary dividends to the extent attributable: (i) to dividends received by us from non-REIT corporations, such as TRSs; and (ii) to income upon which we have paid corporate income tax (e.g., to the extent that we distributed less than 100% of our taxable income in a prior tax year).

A U.S. stockholder generally will take into account as long-term capital gain any distributions that we designate as capital gain dividends without regard to the period for which the U.S. stockholder has held its common stock. See “—Capital Gains and Losses.” A corporate U.S. stockholder, however, may be required to treat up to 20% of certain capital gain dividends as ordinary income.

We may elect to retain and pay income tax on the net long-term capital gain that we receive in a taxable year. In that case, to the extent that we designate such amount in a timely notice to stockholders, a U.S. stockholder would be taxed on its proportionate share of its undistributed long-term capital gain. The U.S. stockholder would receive a credit for its proportionate share of the tax we paid. The U.S. stockholder would increase the basis in its stock by the amount of its proportionate share of our undistributed long-term capital gain, minus its share of the tax we paid.

To the extent that we make a distribution in excess of our current and accumulated earnings and profits, such distribution will not be taxable to a U.S. stockholder to the extent that it does not exceed the adjusted tax basis of the U.S. stockholder’s common stock. Instead, such distribution will reduce the adjusted tax basis of such stock. To the extent that we make a distribution in excess of both our current and accumulated earnings and profits and the U.S. stockholder’s adjusted tax basis in its common stock, such stockholder will recognize long-term capital gain, or short-term capital gain if the common stock has been held for one year or less, assuming the common stock is a capital asset in the hands of the U.S. stockholder. In addition, if we declare a distribution in October, November, or December of any year that is payable to a U.S. stockholder of record on a specified date in any such month, such distribution shall be treated as both paid by us and received by the U.S. stockholder on December 31 of such year, provided that we actually pay the distribution during January of the

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following calendar year.

Stockholders may not include in their individual income tax returns any of a REIT’s net operating losses or capital losses. Instead, the REIT would carry over such losses for potential offset against its future income. Taxable distributions from us and gain from the disposition of our common stock will not be treated as passive activity income, and, therefore, stockholders generally will not be able to apply any “passive activity losses,” such as losses from certain types of limited partnerships in which the stockholder is a limited partner to offset income they derive from our common stock. In addition, taxable distributions from us and gain from the disposition of our common stock generally may be treated as investment income for purposes of the investment interest limitations (although any capital gains so treated will not qualify for the lower 20% tax rate applicable to capital gains of U.S. stockholders who are taxed at individual rates). We will notify stockholders after the close of our taxable year as to the portions of our distributions attributable to that year that constitute ordinary income, return of capital, and capital gain.

Participants in our DRP will be treated for tax purposes as having received a distribution equal to the amount of cash that they would have otherwise been entitled to receive, even though they will not receive cash distributions to pay any resultant tax liability.

Taxation of U.S. Stockholders on the Disposition of Our Common Stock. In general, a U.S. stockholder who is not a dealer in securities must treat any gain or loss realized upon a taxable disposition of our common stock as long-term capital gain or loss if the U.S. stockholder has held the common stock for more than one year and otherwise as short-term capital gain or loss. However, a U.S. stockholder must treat any loss upon a sale or exchange of common stock held by such stockholder for six months or less as a long-term capital loss to the extent of any actual or deemed distributions from us that such U.S. stockholder previously has characterized as long-term capital gain. All or a portion of any loss that a U.S. stockholder realizes upon a taxable disposition of the common stock may be disallowed if the U.S. stockholder purchases other shares of our common stock within 30 days before or after the disposition.

If an investor recognizes a loss upon a disposition of our stock in an amount that exceeds a prescribed threshold, it is possible that the provisions of Treasury Regulations involving “reportable transactions” could apply, with a resulting requirement to separately disclose the loss-generating transaction to the IRS. These regulations, though directed towards “tax shelters,” are written quite broadly, and apply to transactions that would not typically be considered tax shelters. The Internal Revenue Code imposes significant penalties for failure to comply with these requirements. You should consult your tax advisors concerning any possible disclosure obligation with respect to the receipt or disposition of our stock, or transactions that we might undertake directly or indirectly. Moreover, we and other participants in the transactions in which we are involved (including their advisors) might be subject to disclosure or other requirements pursuant to these regulations.

Taxation of U.S. Stockholders on a Redemption of Common Stock. A redemption of our common stock will be treated under Section 302 of the Internal Revenue Code as a distribution that is taxable as dividend income (to the extent of our current or accumulated earnings and profits), unless the redemption satisfies certain tests set forth in Section 302(b) of the Internal Revenue Code enabling the redemption to be treated as sale of our common stock (in which case the redemption will be treated in the same manner as a sale described above in “—Taxation of U.S. Stockholders on the Disposition of Our Common Stock”). The redemption will satisfy such tests if it: (i) is “substantially disproportionate” with respect to the holder’s interest in our stock; (ii) results in a “complete termination” of the holder’s interest in all our classes of stock; or (iii) is “not essentially equivalent to a dividend” with respect to the holder, all within the meaning of Section 302(b) of the Internal Revenue Code. In determining whether any of these tests have been met, stock considered to be owned by the holder by reason of certain constructive ownership rules set forth in the Internal Revenue Code, as well as stock actually owned, generally must be taken into account. Because the determination as to whether any of the three alternative tests of Section 302(b) of the Internal Revenue Code described above will be satisfied with respect to any particular holder of our common stock depends upon the facts and circumstances at the time that the determination must be made, prospective investors are urged to consult their tax advisors to determine such tax treatment. If a redemption of our common stock does not meet any of the three tests described above, the redemption proceeds will be treated as a dividend, as described above “—Taxation of U.S. Stockholders on Distributions on Our Common Stock.” Stockholders should consult with their tax advisors regarding the taxation of any particular redemption of our shares.

Capital Gains and Losses. A taxpayer generally must hold a capital asset for more than one year for gain or loss derived from its sale or exchange to be treated as long-term capital gain or loss. The highest marginal individual income tax rate currently is 37%. However, the maximum tax rate on long-term capital gain applicable to U.S. stockholders taxed at individual rates is 20%. The maximum tax rate on long-term capital gain from the sale or exchange of “Section 1250 property,” or depreciable real property, is 25% computed on the lesser of the total amount of the gain or the accumulated Section 1250 depreciation. With respect to distributions that we designate as capital gain dividends and any retained capital gain that we are deemed to distribute, we generally may designate whether such a distribution is taxable to our non-corporate stockholders at a 20% or 25% rate. Thus, the tax rate differential between capital gain and ordinary income for non-corporate taxpayers may be significant. In addition, the characterization of income as capital gain or ordinary income may affect the

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deductibility of capital losses. A non-corporate taxpayer may deduct capital losses not offset by capital gains against its ordinary income only up to a maximum annual amount of $3,000. A non-corporate taxpayer may carry forward unused capital losses indefinitely. A corporate taxpayer must pay tax on its net capital gain at ordinary corporate rates. A corporate taxpayer may deduct capital losses only to the extent of capital gains, with unused losses eligible to be carried back three years and forward five years.

Medicare Tax. Certain U.S. stockholders who are individuals, estates or trusts and whose income exceeds certain thresholds will be required to pay a 3.8% Medicare tax on dividends, interest and certain other investment income, including capital gains from the sale or other disposition of our common stock. The temporary 20% deduction allowed by Section 199A of the Internal Revenue Code, as added by the Tax Cuts and Jobs Act, with respect to ordinary REIT dividends received by non-corporate taxpayers is allowed only for purposes of Chapter 1 of the Internal Revenue Code and thus is apparently not allowed as a deduction allocable to such dividends for purposes of determining the amount of net investment income subject to the 3.8% Medicare tax, which is imposed under Chapter 2A of the Internal Revenue Code. U.S. stockholders are urged to consult their tax advisors regarding the implications of the additional Medicare tax resulting from an investment in our shares.

Information Reporting Requirements and Backup Withholding. We will report to our stockholders and to the IRS the amount of distributions we pay during each calendar year, and the amount of tax we withhold, if any. Under the backup withholding rules, a stockholder may be subject to backup withholding at the rate of 28% with respect to distributions unless such holder:

• is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact; or

• provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with the applicable requirements of the backup withholding rules.

A stockholder who does not provide us with its correct taxpayer identification number also may be subject to penalties imposed by the IRS. Any amount paid as backup withholding will be creditable against the stockholder’s income tax liability.

Brokers that are required to report the gross proceeds from a sale of shares on Form 1099-B will also be required to report the customer’s adjusted basis in the shares and whether any gain or loss with respect to the shares is long-term or short-term. In some cases, there may be alternative methods of determining the basis in shares that are disposed of, in which case your broker will apply a default method of its choosing if you do not indicate which method you choose to have applied. You should consult with your own tax advisor regarding the new reporting requirements and your election options.

Taxation of Tax-Exempt Stockholders

Tax-exempt entities, including qualified employee pension and profit sharing trusts and IRAs, generally are exempt from federal income taxation. However, they are subject to taxation on their unrelated business taxable income. Dividend distributions from a REIT to a tax-exempt stockholder generally do not constitute unrelated business taxable income, provided that the tax-exempt entity does not otherwise use the shares of the REIT in an unrelated trade or business. However, if a tax-exempt stockholder were to finance its investment in our common stock with debt, a portion of the income that it receives from us would constitute unrelated business taxable income pursuant to the “debt-financed property” rules. In addition, dividends that are attributable to excess inclusion income, with respect to the REMIC residual interests or taxable mortgage pools, will constitute unrelated business taxable income in the hands of most tax-exempt stockholders. See “—Taxable Mortgage Pools.” Furthermore, social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal services plans that are exempt from taxation under special provisions of the federal income tax laws are subject to different unrelated business taxable income rules, which generally will require them to characterize distributions that they receive from us as unrelated business taxable income. Finally, in certain circumstances, a qualified employee pension or profit sharing trust that owns more than 10% of our stock could be required to treat a percentage of the dividends that it receives from us as unrelated business taxable income. Such percentage is equal to the gross income that we derive from an unrelated trade or business, determined as if we were a pension trust, divided by our total gross income for the year in which we pay the dividends. That rule applies to a pension trust holding more than 10% of our stock only if:

• the percentage of our dividends that the tax-exempt trust would be required to treat as unrelated business taxable income is at least 5%;

• we qualify as a REIT by reason of the modification of the rule requiring that no more than 50% of our stock be owned by five or fewer individuals, which modification allows the beneficiaries of the pension trust to be treated as holding our stock in proportion to their actuarial interests in the pension trust in lieu of treating the

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pension trust as an individual for this purpose (see “ —Taxation of KBS Strategic Opportunity REIT—Requirements for Qualification— General”); and

• either: (i) one pension trust owns more than 25% of the value of our stock; or (ii) a group of pension trusts each individually holding more than 10% of the value of our stock collectively owns more than 50% of the value of our stock.

Taxation of Non-U.S. Stockholders

The term “non-U.S. stockholder” means a holder of our common stock that is neither a U.S. stockholder nor an entity treated as a partnership for federal income tax purposes. The rules governing federal income taxation of non-U.S. stockholders are complex. This section is only a summary of such rules. Non-U.S. stockholders are urged to consult their tax advisors to determine the impact of federal, state, local and non U.S. income tax laws on the ownership of our common stock, including any reporting requirements.

Ordinary Dividends. A non-U.S. stockholder that receives a distribution that is not attributable to gain from our sale or exchange of a “United States real property interest”, or a USRPI, and that we do not designate as a capital gain dividend or retained capital gain will recognize ordinary income to the extent that we pay such distribution out of our current or accumulated earnings and profits. A withholding tax equal to 30% of the gross amount of the distribution ordinarily will apply to such distribution unless an applicable tax treaty or other exemption reduces or eliminates the tax. Any dividends that are attributable to excess inclusion income will be subject to the 30% withholding tax, without reduction for any otherwise applicable income tax treaty. See above under “Taxation of KBS Strategic Opportunity REIT—Taxable Mortgage Pools.” If a distribution is treated as effectively connected with the non-U.S. stockholder’s conduct of a U.S. trade or business, the non-U.S. stockholder generally will be subject to federal income tax on the distribution at graduated rates, in the same manner as U.S. stockholders are taxed with respect to such distribution, and a non-U.S. stockholder that is a corporation also may be subject to the 30% branch profits tax with respect to the distribution. We plan to withhold U.S. income tax at the rate of 30% on the gross amount of any such distribution paid to a non-U.S. stockholder unless either:

• a lower treaty rate or other exemption applies and the non-U.S. stockholder furnishes to us an IRS Form W-8BEN-E or Form W-8BEN (as applicable) evidencing eligibility for that reduced rate; or

• the non-U.S. stockholder furnishes to us an IRS Form W-8ECI claiming that the distribution is effectively connected income.

Capital Gain Dividends. For any year in which we qualify as a REIT, a non-U.S. stockholder will generally incur tax on distributions that are attributable to gain from our sale or exchange of a USRPI under the Foreign Investment in Real Property Tax Act of 1980, or FIRPTA. A USRPI includes certain interests in real property and stock in “United States real property holding corporations” but does not include interests solely as a creditor and, accordingly, does not include a debt instrument that does not provide for contingent payments based on the value of or income from real property interests. Under FIRPTA, a non-U.S. stockholder is taxed on distributions attributable to gain from sales of USRPIs as if such gain were effectively connected with a U.S. business of the non-U.S. stockholder. A non-U.S. stockholder thus would be taxed on such a distribution at the normal capital gains rates applicable to U.S. stockholders, subject to applicable alternative minimum tax and a special alternative minimum tax in the case of a nonresident alien individual. A non-U.S. corporate stockholder not entitled to treaty relief or exemption also may be subject to the 30% branch profits tax on such a distribution. Under previous law, there was a special 35% withholding rate for distributions to non-US stockholders attributable to the REIT’s gains from dispositions of USRPIs, but this rate has been reduced to 21% under the Tax Cuts and Jobs Act. A non-U.S. stockholder may receive a credit against its tax liability for the amount we withhold.

Capital gain dividends that are attributable to our sale of USRPIs would be treated as ordinary dividends rather than as gain from the sale of a USRPI, if: (i) our common stock is “regularly traded” on an established securities market in the United States; and (ii) the non-U.S. stockholder did not own more than 10% of our common stock at any time during the one-year period prior to the distribution. Such distributions would be subject to withholding tax on such capital gain distributions in the same manner as they are subject to withholding tax on ordinary dividends. Our stock is not regularly traded on an established securities market in the United States and there is no assurance that it ever will be.

The Protecting Americans from Tax Hikes Act of 2015 creates a new exemption from FIRPTA for foreign pension funds and subsidiary entities that meet certain requirements, as well as for certain publicly traded foreign entities that are “qualified collective investment vehicles” from countries having tax treaties with the United States and which meet a number of other requirements.

Capital gain dividends that are not attributable to our sale of USRPIs (e.g., distributions of gains from sales of debt instruments that are not USRPIs), generally will not be taxable to non-U.S. stockholders or subject to withholding tax.

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Non-Dividend Distributions. A non-U.S. stockholder will not incur tax on a distribution in excess of our current and accumulated earnings and profits if the excess portion of such distribution does not exceed the adjusted basis of its common stock. Instead, the excess portion of such distribution will reduce the adjusted basis of such shares. A non-U.S. stockholder will be subject to tax on a distribution that exceeds both our current and accumulated earnings and profits and the adjusted basis of its common stock, if the non-U.S. stockholder otherwise would be subject to tax on gain from the sale or disposition of its common stock, as described below. Because we generally cannot determine at the time we make a distribution whether the distribution will exceed our current and accumulated earnings and profits, we normally will withhold tax on the entire amount of any distribution at the same rate as we would withhold on an ordinary dividend. However, a non-U.S. stockholder may claim a refund of amounts that we withhold if we later determine that a distribution in fact exceeded our current and accumulated earnings and profits.

We may be required to withhold 15% of any distribution that exceeds our current and accumulated earnings and profits if our stock is a USRPI. Consequently, although we intend to withhold at a rate of 30% on the entire amount of any distribution, to the extent that we do not do so, we may withhold at a rate of 15% on any portion of a distribution not subject to withholding at a rate of 30%.

Dispositions of Our Common Stock. A non-U.S. stockholder generally will not incur tax under FIRPTA with respect to gain realized upon a disposition of our common stock as long as we: (i) are not a “United States real property holding corporation” during a specified testing period and certain procedural requirements are satisfied; or (ii) are a domestically controlled qualified investment entity. A “United States real property holding corporation” is a U.S. corporation that at any time during the applicable testing period owned USRPIs that exceed in value 50% of the value of the corporation’s USRPIs, interests in real property located outside the United States and other assets used in the corporation’s trade or business. No assurance can be provided that we will not be a “United States real property holding corporation.” However, we believe that we are and will be a domestically controlled qualified investment entity, although we cannot assure you that we will be a domestically controlled qualified investment entity in the future. Even if we were a “United States real property holding corporation” and we were not a domestically controlled qualified investment entity, a non-U.S. stockholder that owned, actually or constructively, 10% or less of our common stock at all times during a specified testing period would not incur tax under FIRPTA if our common stock is “regularly traded” on an established securities market. Our stock is not regularly traded on an established securities market in the United States, and there is no assurance that it ever will be.

As noted above under “ —Capital Gain Dividends”, certain foreign pension funds and publicly traded qualified collective investment vehicles are exempt from FIRPTA with respect to capital gain dividends that we pay, and these entities would likewise be exempt from FIRPTA upon a sale of our common stock.

If the gain on the sale of our common stock were taxed under FIRPTA, a non-U.S. stockholder would be taxed in the same manner as U.S. stockholders with respect to such gain, subject to applicable alternative minimum tax or, a special alternative minimum tax in the case of nonresident alien individuals. Furthermore, a non-U.S. stockholder will incur tax on gain not subject to FIRPTA if: (i) the gain is effectively connected with the non-U.S. stockholder’s U.S. trade or business, in which case the non-U.S. stockholder will be subject to the same treatment as U.S. stockholders with respect to such gain; or (ii) the non-U.S. stockholder is a nonresident alien individual who was present in the United States for 183 days or more during the taxable year and has a “tax home” in the United States, in which case the non-U.S. stockholder will incur a 30% tax on his capital gains.

Conversion of Common Stock

The conversion of Class T, Class S or Class D shares into Class I shares, as described in the “Description of Shares—Common Stock – Conversion” section of the prospectus, should not be a taxable event to the converting stockholder or to us. The tax attributes of the Class I shares received upon such conversion will have the same tax attributes, including the tax basis and the holding period, as the applicable Class T, Class S or Class D shares converted.

FATCA

U.S. tax legislation enacted in 2010, the Foreign Account Tax Compliance Act, or FATCA, and subsequent IRS guidance regarding the implementation of FATCA, provides that 30% withholding tax will be imposed on distributions and the gross proceeds from a sale of shares (for such payments made after December 31, 2018) to a foreign entity if such entity fails to satisfy certain due diligence, disclosure and reporting rules. In the event of noncompliance with the FATCA requirements, as set forth in Treasury Regulations, withholding at a rate of 30% on distributions in respect of our stock and gross proceeds from the sale of our stock held by or through such foreign entities would be imposed. Non-U.S. persons that are otherwise eligible for an exemption from, or a reduction of, U.S. withholding tax with respect to such distributions and sale proceeds would be required to seek a refund from the IRS to obtain the benefit of such exemption or reduction. We will not pay any additional amounts in respect of any amounts withheld (under FATCA or otherwise). Additional requirements and conditions may be imposed pursuant to an intergovernmental agreement between the United States and the foreign

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entity’s home jurisdiction. Prospective investors are urged to consult with their tax advisors regarding the application of these rules to an investment in our stock.

Legislative or Other Actions Affecting REITs

The rules dealing with U.S. federal income taxation are constantly under review. No assurance can be given as to whether, when or in what form the U.S. federal income tax laws applicable to us and our stockholders may be changed, possibly with retroactive effect. Changes to the federal tax laws and interpretations of federal tax laws could adversely affect an investment in shares of our common stock.

Additionally, the Tax Cuts and Jobs Act may affect our shareholders and may indirectly affect us (as described above under “Risk Factors–Federal Income Tax Risks–Legislative or regulatory tax changes could adversely affect us or stockholders”). These rules were enacted with varying effective dates, some of which are retroactive. Furthermore, it is not clear when the Internal Revenue Service will issue administrative guidance on the changes made in the Tax Cuts and Jobs Act. Investors should consult with their tax advisors regarding the effect of the Tax Cuts and Jobs Act in their particular circumstances.

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ERISA CONSIDERATIONS

The following is a summary of some considerations associated with an investment in our shares by a qualified employee pension benefit plan or an individual retirement account (IRA). This summary is based on provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and the Internal Revenue Code, each as amended through the date of this prospectus, and the relevant regulations, opinions and other authority issued by the Department of Labor and the Internal Revenue Service. We cannot assure you that there will not be adverse tax or labor decisions or legislative, regulatory or administrative changes that would significantly modify the statements expressed herein. Any such changes may apply to transactions entered into prior to the date of their enactment.

Each fiduciary of an employee pension benefit plan subject to ERISA (such as a profit sharing, Section 401(k) or pension plan), any other retirement plan or account subject to Section 4975 of the Internal Revenue Code, such as an IRA, or an entity that whose asset include the forgoing, seeking to invest plan assets in our shares must consider, taking into account the facts and circumstances of each such plan or IRA (Benefit Plan), among other matters:

• whether the investment is consistent with the applicable provisions of ERISA and the Internal Revenue Code;

• whether, under the facts and circumstances pertaining to the Benefit Plan in question, the fiduciary’s responsibility to the plan has been satisfied;

• whether the investment will produce an unacceptable amount of “unrelated business taxable income” (“UBTI”) to the Benefit Plan (see “Material U.S. Federal Income Tax Considerations — Taxation of Holders of Our Common Stock — Taxation of Tax-Exempt Stockholders”); and

• the need to value the assets of the Benefit Plan annually.

Under ERISA, a plan fiduciary’s responsibilities include the following duties:

• to act solely in the interest of plan participants and beneficiaries and for the exclusive purpose of providing benefits to them, as well as defraying reasonable expenses of plan administration;

• to invest plan assets prudently;

• to diversify the investments of the plan, unless it is clearly prudent not to do so;

• to ensure sufficient liquidity for the plan;

• to ensure that plan investments are made in accordance with plan documents; and

• to consider whether an investment would constitute or give rise to a prohibited transaction under ERISA or the Internal Revenue Code.

ERISA also requires that, with certain exceptions, the assets of an employee benefit plan be held in trust and that the trustee, or a duly authorized named fiduciary or investment manager, have exclusive authority and discretion to manage and control the assets of the plan.

Prohibited Transactions

Generally, both ERISA and the Internal Revenue Code prohibit Benefit Plans from engaging in certain transactions involving plan assets with specified parties, such as sales or exchanges or leasing of property, loans or other extensions of credit, furnishing goods or services, or transfers to, or use of, plan assets. The specified parties are referred to as “parties-in-interest” under ERISA and as “disqualified persons” under the Internal Revenue Code. These definitions generally include both parties owning threshold percentage interests in an investment entity and “persons providing services” to the Benefit Plan, as well as employer sponsors of the Benefit Plan, fiduciaries and other individuals or entities affiliated with the foregoing. For this purpose, a person generally is a fiduciary with respect to a Benefit Plan if, among other things, the person has discretionary authority or control with respect to plan assets or provides investment advice for a fee with respect to plan assets. Thus, if we are deemed to hold plan assets, our management could be characterized as fiduciaries with respect to such assets, and each would be deemed to be a party-in-interest under ERISA and a disqualified person under the Internal Revenue Code with respect to investing Benefit Plans. Whether or not we are deemed to hold plan assets, if we or our affiliates are affiliated with a Benefit Plan investor, we might be a disqualified person or party-in-interest with respect to such Benefit Plan investor, resulting in a prohibited transaction merely upon investment by such Benefit Plan in our shares.

Plan Asset Considerations

In order to determine whether an investment in our shares by a Benefit Plan creates or gives rise to the potential for either prohibited transactions or a commingling of assets as referred to above, a fiduciary must consider whether an investment in our shares will cause our assets to be treated as assets of the investing Benefit Plan. Regulations promulgated

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by the Department of Labor, as modified by Section 3(42) of ERISA, provide guidelines as to whether, and under what circumstances, the underlying assets of an entity will be deemed to constitute assets of a Benefit Plan when the plan invests in that entity (Plan Assets Regulation). Under the Plan Assets Regulation, the assets of an entity in which a Benefit Plan makes an equity investment will generally be deemed to be assets of the Benefit Plan, unless one of the exceptions to this general rule applies.

In the event that our underlying assets were treated as the assets of investing Benefit Plans, our management would be treated as fiduciaries with respect to each Benefit Plan stockholder and an investment in our shares might constitute an ineffective delegation of fiduciary responsibility to KBS Capital Advisors, our advisor, and expose the fiduciary of the Benefit Plan to co-fiduciary liability under ERISA for any breach by KBS Capital Advisors of the fiduciary duties mandated under ERISA. Further, if our assets are deemed to be “plan assets,” an investment by an IRA in our shares might be deemed to result in an impermissible commingling of IRA assets with other property.

If KBS Capital Advisors or its affiliates were treated as fiduciaries with respect to Benefit Plan stockholders, the prohibited transaction restrictions of ERISA and the Internal Revenue Code would apply to any transaction involving our assets. These restrictions could, for example, require that we avoid transactions with persons that are affiliated with or related to us or our affiliates or require that we restructure our activities in order to obtain an administrative exemption from the prohibited transaction restrictions. Alternatively, we might have to provide Benefit Plan stockholders with the opportunity to sell their shares to us or we might dissolve.

If a prohibited transaction were to occur, the Internal Revenue Code imposes an excise tax equal to 15% of the amount involved and authorizes the Internal Revenue Service to impose an additional 100% excise tax if the prohibited transaction is not “corrected” in a timely manner. These taxes would be imposed on any disqualified person who participates in the prohibited transaction. In addition, KBS Capital Advisors and possibly other fiduciaries of Benefit Plan stockholders subject to ERISA who permitted the prohibited transaction to occur or who otherwise breached their fiduciary responsibilities (or a non-fiduciary participating in a prohibited transaction) could be required to restore to the Benefit Plan any profits they realized as a result of the transaction or breach and make good to the Benefit Plan any losses incurred by the Benefit Plan as a result of the transaction or breach. With respect to an IRA that invests in our shares, the occurrence of a prohibited transaction involving the individual who established the IRA, or his or her beneficiary, would cause the IRA to lose its tax-exempt status under Section 408(e)(2) of the Internal Revenue Code.

The Plan Assets Regulation provides that the underlying assets of an entity such as a REIT will be treated as assets of a Benefit Plan investing therein unless the entity satisfies one of the exceptions to the general rule. We believe that we will satisfy one or more of the exceptions.

Exception for “Publicly-Offered Securities.” If a Benefit Plan acquires “publicly-offered securities,” the assets of the issuer of the securities will not be deemed to be “plan assets” under the Plan Assets Regulation. A publicly-offered security must be:

• sold as part of a public offering registered under the Securities Act of 1933, as amended, and be part of a class of securities registered under the Securities Exchange Act of 1934, as amended, within a specified time period;

• part of a class of securities that is owned by 100 or more persons who are independent of the issuer and one another; and

• “freely transferable.”

Each class of our shares is being sold as part of an offering of securities to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended, and each class will be registered under the Securities Exchange Act of 1934 within the specified period. In addition, we anticipate having in excess of 100 independent stockholders in each class; however, having 100 independent stockholders is not a condition to our selling shares in this offering.

Whether a security is “freely transferable” depends upon the particular facts and circumstances. The Plan Assets Regulation provides several examples of restrictions on transferability that, absent unusual circumstances, will not prevent the rights of ownership in question from being considered “freely transferable” if the minimum investment is $10,000 or less. Where the minimum investment in a public offering of securities is $10,000 or less, the presence of the following restrictions on transfer will not ordinarily affect a determination that such securities are “freely transferable”:

• any restriction on, or prohibition against, any transfer or assignment that would either result in a termination or reclassification of the entity for federal or state tax purposes or that would violate any state or federal statute, regulation, court order, judicial decree or rule of law;

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• any requirement that not less than a minimum number of shares or units of such security be transferred or assigned by any investor, provided that such requirement does not prevent transfer of all of the then remaining shares or units held by an investor;

• any prohibition against transfer or assignment of such security or rights in respect thereof to an ineligible or unsuitable investor; and

• any requirement that reasonable transfer or administrative fees be paid in connection with a transfer or assignment.

We have been structured with the intent to satisfy the “freely transferable” requirement set forth in the Plan Assets Regulation with respect to our shares, although there is no assurance that our shares will meet such requirement. Our shares are subject to certain restrictions on transfer intended to ensure that we continue to qualify for federal income tax treatment as a REIT and to comply with state securities laws and regulations with respect to investor suitability. The minimum initial investment in Class T, S and D shares of our common stock is less than $10,000. Thus, the restrictions on transfer of these classes of shares should not prevent these classes of shares from being deemed “freely transferable.” The minimum initial investment for Class I shares is $1,000,000, unless waived by us. However, each Class I share has a value substantially below $10,000 and, after they are purchased, such shares can be sold or otherwise disposed of in a block of any number of shares, provided that shares may be transferred in a manner that causes the transferor or transferee to own less than $2,000 in our shares. Because the Class I shares may be sold in amounts less than $10,000 after the initial purchase, and because there are no restrictions on who may purchase such shares after the initial purchase (subject to state securities laws and regulations), we believe the restrictions on these shares should also be disregarded in determining whether such shares are “freely transferable.” Although there can be no assurance that the freely transferable requirement will be met with respect to these classes of shares, we believe that these classes of shares should be treated as “freely transferable.”

If each class of our common stock is held by 100 or more independent stockholders, and assuming that no other facts and circumstances other than those referred to in the preceding paragraphs exist that restrict transferability of shares of our common stock and the offering takes place as described in this prospectus, we believe that shares of each class of our common stock should constitute “publicly-offered securities” and, accordingly, we believe that our underlying assets should not be considered “plan assets” under the Plan Assets Regulation.

Exception for Insignificant Participation by Benefit Plan Investors. The Plan Assets Regulation provides that the assets of an entity will not be deemed to be the assets of a Benefit Plan if equity participation in the entity by employee benefit plans, including Benefit Plans, is not significant. The Plan Assets Regulation provides that equity participation in an entity by Benefit Plan investors is “significant” if at any time 25% or more of the value of any class of equity interest is held by Benefit Plan investors. The term “Benefit Plan investors” is defined for this purpose under ERISA Section 3(42) and includes any employee benefit plan subject to Part 4 of Subtitle B of Title I of ERISA, any plan subject Section 4975 of the Internal Revenue Code, and any entity whose underlying assets include plan assets by reasons of a plan’s investment in such entity. In calculating the value of a class of equity interests, the value of any equity interests held by us or any of our affiliates must be excluded. It is not clear whether we will qualify for this exception since we do expect to have equity participation by “Benefit Plan investors” that may be in excess of 25% of one or more classes of our shares, which would be deemed to be significant, as defined above.

Other Prohibited Transactions

Regardless of whether the shares qualify for the “publicly-offered securities” exception of the Plan Assets Regulation, a prohibited transaction could occur if we, KBS Capital Advisors, any selected broker-dealer or any of their affiliates is a fiduciary (within the meaning of Section 3(21) of ERISA) with respect to any Benefit Plan purchasing our shares. Accordingly, unless an administrative or statutory exemption applies, shares should not be purchased by a Benefit Plan with respect to which any of the above persons is a fiduciary. A person is a fiduciary with respect to a Benefit Plan under Section 3(21) of ERISA if, among other things, the person has discretionary authority or control with respect to the Benefit Plan or “plan assets” or provides investment advice for a fee with respect to “plan assets.”

Under a regulation issued by the Department of Labor, a person shall be deemed to be providing investment advice if that person renders advice as to the advisability of investing in our shares and that person regularly provides investment advice to the Benefit Plan pursuant to a mutual agreement or understanding (written or otherwise) (i) that the advice will serve as the primary basis for investment decisions and (ii) that the advice will be individualized for the Benefit Plan based on its particular needs.

On April 8, 2016, the Department of Labor issued a final regulation relating to the definition of a “fiduciary” under ERISA and Section 4975 of the Internal Revenue Code. The final regulation broadens the definition of fiduciary and is accompanied by new and revised prohibited transaction exemptions relating to investments by IRAs and Benefit Plans. The final regulation took effect on June 9, 2017, and the Department of Labor has announced that it is proposing to delay the

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implementation of the various prohibited transaction exemptions and that these exemptions would remain subject to transition rules through July 1, 2019.

Under the final regulation, a routine solicitation directed to an IRA, a Benefit Plan participant or beneficiary, or to certain smaller Benefit Plans may be characterized as a “recommendation” that will result in fiduciary status for the person or entity making the solicitation if any direct or indirect fee is received in connection with the investment. In the absence of an exemption, an investment made in response to such a solicitation would be a prohibited transaction. To accommodate continued sales of investments to these IRAs and Benefit Plans, the Department of Labor also issued new and modified prohibited transaction exemptions when it issued the final regulation. The final regulation and the accompanying exemptions are complex.

Benefit Plan investors must consult their own financial advisors in connection with any decision to make an investment, and any investment decision on behalf of a Benefit Plan must be made by a sophisticated fiduciary, which is one that qualifies as one of the following: (i) a bank as defined in section 202 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), or similar institution that is regulated and supervised and subject to periodic examination by a state or federal agency; (ii) an insurance carrier that is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Benefit Plan; (iii) an investment adviser registered under the Advisers Act or, if not registered as an investment adviser under the Advisers Act by reason of paragraph (1) of section 203A of the Advisers Act, is registered as an investment adviser under the laws of the State (referred to in such paragraph (1)) in which it maintains its principal office and place of business; (iv) a broker-dealer registered under the Securities Exchange Act of 1934, as amended; or (v) an independent fiduciary that holds, or has under management or control, total assets of at least $50 million. A fiduciary acting on behalf of a Benefit Plan in connection with an investment in us will be required to represent that such fiduciary is (A) a fiduciary under ERISA or the Internal Revenue Code, or both, with respect to the transaction and is responsible for exercising independent judgment in evaluating the transaction; (B) capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies; and (C) there is no financial interest, ownership interest, or other relationship, agreement, or understanding that would limit its ability to carry out its fiduciary responsibility to such investor beyond the control, direction, or influence of other persons involved in such investor’s purchase of shares. A fiduciary can be personally liable for losses incurred by a Benefit Plan resulting from a breach of fiduciary duties.

The sale or transfer of any shares to a Benefit Plan, or to a person using assets of any Benefit Plan to effect an acquisition of any shares, is in no respect a representation by us, our advisor, our sponsor and their affiliates that such an investment meets all relevant legal requirements with respect to investments by Benefit Plans generally or any particular Benefit Plan, or that such an investment is appropriate for Benefit Plans generally or any particular Benefit Plan. It is understood and agreed, and by acquiring shares or any interest therein each person acting on behalf of a Benefit Plan investor to make such acquisition acknowledges, that none of us, our advisor, our sponsor and their or other persons that provide marketing services, nor any of their affiliates, has provided or is providing investment advice of any kind whatsoever (whether impartial or otherwise) or is giving any advice in a fiduciary or other capacity, in connection with the Benefit Plan investor’s acquisition of shares or any interest therein. The financial interests of us, our advisor, our sponsor and their affiliates are described in this memorandum, and each investor and Benefit Plan fiduciary should carefully review this memorandum in its entirety. As a general matter, we, our advisor, our sponsor and their affiliates have a financial interest in Benefit Plan investors purchasing and holding shares and this financial interest may conflict with the interests of the investor.

Annual Valuation

A fiduciary of an employee benefit plan subject to ERISA is required to determine annually the fair market value of each asset of the plan as of the end of the plan’s fiscal year and to file a report reflecting that value with the Department of Labor. When the fair market value of any particular asset is not available, the fiduciary is required to make a good faith determination of that asset’s fair market value, assuming an orderly liquidation at the time the determination is made. In addition, a trustee or custodian of an IRA must provide an IRA participant with a statement of the value of the IRA each year. Failure to satisfy these requirements may result in penalties, damages or other sanctions.

Unless and until our shares are listed on a national securities exchange, we do not expect that a public market for our shares will develop. To date, neither the Internal Revenue Service nor the Department of Labor has promulgated regulations specifying how a plan fiduciary or IRA custodian should determine the fair market value of shares when the fair market value of such shares is not determined in the marketplace.

To assist fiduciaries in fulfilling their valuation and annual reporting responsibilities with respect to the ownership of shares of our common stock, we intend to provide reports of the estimated value of our stock annually to those fiduciaries (including IRA trustees and custodians) who identify themselves to us and request the reports. These reports will be based upon determinations of the NAV of our shares in accordance with our valuation procedures. However, because the redemption of our common stock may be limited as to timing and as to the amount of shares that can be redeemed, you may

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not be able to realize the current NAV per share for your common stock at any time. Accordingly, there can be no assurance that such determinations of current net asset value per share will satisfy the applicable annual valuation requirements under ERISA or the Internal Revenue Code.

The foregoing requirements of ERISA and the Internal Revenue Code are complex and subject to change. Plan fiduciaries and the beneficial owners of IRAs are urged to consult with their own advisors regarding an investment in our shares.

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DESCRIPTION OF SHARES

Prior to commencing this offering, we will rename our unclassified shares of common stock as “Class I” shares and classify three new classes of common stock: Class T, S and D shares. In this draft prospectus, we describe our charter as it will be amended and supplemented prior to the commencement of this offering. Our charter authorizes the issuance of 2,010,000,000 shares of capital stock, of which (a) 2,000,000,000 shares are designated as common stock with a par value of $0.01 per share, 500,000,000 of which are classified as Class T shares, 500,000,000 of which are classified as Class S shares, 500,000,000 of which are classified as Class D shares and 500,000,000 of which are classified as Class I shares and (b) 10,000,000 shares are designated as preferred stock with a par value of $0.01 per share. In addition, our board of directors may amend our charter to increase or decrease the amount of our authorized shares. As of [                ], 20[    ], we had outstanding [    ] Class I shares and no Class T, Class S or Class D shares.

Common Stock

The holders of our common stock are entitled to one vote per share on all matters submitted to a stockholder vote, including the election of our directors. Our charter does not provide for cumulative voting in the election of our directors. Therefore, the holders of a majority of our outstanding common shares can elect our entire board of directors. Unless applicable law requires otherwise, and except as our charter may provide with respect to any series of preferred stock that we may issue in the future, the holders of our common stock possess exclusive voting power.

Holders of our common stock are entitled to receive such distributions as declared from time to time by our board of directors out of legally available funds, subject to any preferential rights of any preferred stock that we issue in the future. In any liquidation, each outstanding share of common stock entitles its holder to share (based on the percentage of shares held) in the assets that remain after we pay our liabilities and any preferential distributions owed to preferred stockholders. Holders of shares of our common stock do not have preemptive rights, which means that you will not have an automatic option to purchase any new shares that we issue, nor do holders of our shares of common stock have any preference, conversion, exchange, sinking fund, redemption or appraisal rights. Our common stock is non-assessable by us upon our receipt of the consideration for which our board of directors authorized its issuance.

Our board of directors has authorized the issuance of shares of our capital stock without certificates. We expect that, until our shares are listed on a national securities exchange, we will not issue shares in certificated form. Information regarding restrictions on the transferability of our shares that, under Maryland law, would otherwise have been required to appear on our share certificates will instead be furnished to stockholders upon request and without charge. These requests should be delivered or mailed to:

• Regular mail: KBS Strategic Opportunity REIT, Inc., c/o DST Systems, Inc., PO Box 219015, Kansas City, MO 64121-9015.

• Overnight mail: KBS Strategic Opportunity REIT, Inc., c/o DST Systems, Inc., 430 W. 7th Street, Kansas City, MO 64105.

• Telephone: (866) 584-1381.

We maintain a stock ledger that contains the name and address of each stockholder and the number of shares that the stockholder holds. With respect to uncertificated stock, we will continue to treat the stockholder registered on our stock ledger as the owner of the shares until the new owner delivers a properly executed form to us, which form we will provide to any registered holder upon request.

Class T Shares

Each Class T share issued in the primary offering will be subject to an upfront selling commission of up to 3.0%, and a dealer manager fee of 0.5%, of the transaction price of each Class T share sold in the offering on the date of the purchase , however such amounts may vary at certain participating broker-dealers provided that the sum will not exceed 3.5% of the transaction price. Our dealer manager anticipates that all or a portion of the upfront selling commissions and dealer manager fees will be retained by, or reallowed (paid) to, participating broker-dealers.

We will pay the dealer manager a distribution fee with respect to our outstanding Class T shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class T shares, consisting of an advisor distribution fee of 0.65% per annum, and a dealer distribution fee of 0.20% per annum, of the aggregate NAV for the Class T shares; however, with respect to certain Class T shares, the advisor distribution fee and the dealer distribution fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares. The distribution fee will be paid monthly in arrears. The dealer manager will reallow (pay) all or a portion of the distribution fee to participating broker-

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dealers and servicing broker-dealers and will waive the distribution fee to the extent a broker-dealer is not eligible to receive it unless the dealer manager is serving as the broker of record with respect to such shares. We will cease paying the distribution fees with respect to individual Class T shares when they are no longer outstanding, including as a result of conversion to Class I shares as described below under “—Conversion.”

The upfront selling commission and dealer manager fee will not be payable in respect of any Class T shares sold pursuant to our dividend reinvestment plan, but such shares will be charged the distribution fee payable with respect to all our outstanding Class T shares.

Class T shares are available to the general public for purchase in this offering.

Class S Shares

Each Class S share issued in the primary offering will be subject to an upfront selling commission of up to 3.5% of the transaction price of each Class S share sold in the offering on the date of the purchase. The dealer manager anticipates that all or a portion of the upfront selling commissions will be retained by, or reallowed (paid) to, participating broker-dealers. No dealer manager fee will be paid for sales of any Class S shares.

We will pay the dealer manager a distribution fee with respect to our outstanding Class S shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class S shares. The distribution fee will be paid monthly in arrears. The dealer manager will reallow (pay) all or a portion of the distribution fee to participating broker-dealers and servicing broker-dealers and will waive the distribution fee to the extent a broker-dealer is not eligible to receive it unless the dealer manager is serving as the broker of record with respect to such shares. We will cease paying the distribution fees with respect to individual Class S shares when they are no longer outstanding, including as a result of conversion to Class I shares as described below under “—Conversion.”

The upfront selling commission will not be payable in respect of any Class S shares sold pursuant to our dividend reinvestment plan, but such shares will be charged the distribution fee payable with respect to all our outstanding Class S shares.

Class S shares are available to the general public for purchase in this offering.

Class D Shares

No upfront selling commissions or dealer manager fee will be paid for sales of any Class D shares. We will pay the dealer manager a distribution fee with respect to our outstanding Class D shares equal to 0.30% per annum of the aggregate NAV of all our outstanding Class D shares, including any Class D shares sold pursuant to our dividend reinvestment plan. The distribution fee will be paid monthly in arrears. The dealer manager will reallow (pay) all or a portion of the distribution fee to participating broker-dealers and servicing broker-dealers and will waive the distribution fee to the extent a broker-dealer is not eligible to receive it unless the dealer manager is serving as the broker of record with respect to such shares. We will cease paying the distribution fees with respect to individual Class D shares when they are no longer outstanding, including as a result of conversion to Class I shares as described below under “—Conversion.”

Class D shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class D shares, (2) through participating broker-dealers that have alternative fee arrangements with their clients to provide access to Class D shares, (3) through investment advisers that are registered under the Investment Advisers Act of 1940 or applicable state law and direct clients to trade with a broker-dealer that offers Class D shares, (4) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (5) other categories of investors that we name in an amendment or supplement to this prospectus.

Class I Shares

No upfront selling commissions, dealer manager fees or distribution fees will be paid for sales of any Class I shares.

Class I shares are available for purchase in this offering only (1) by institutional accounts as defined by FINRA Rule 4512(c), (2) through bank-sponsored collective trusts and bank-sponsored common trusts, (3) by retirement plans (including a trustee or custodian under any deferred compensation or pension or profit sharing plan or payroll deduction IRA established for the benefit of the employees of any company), foundations or endowments, (4) through certain financial intermediaries that are not otherwise registered with or as a broker-dealer and that direct clients to trade with a broker-dealer that offers Class I shares, (5) through investment advisers registered under the Investment Advisers Act of 1940 or applicable state law that are also registered with or as a broker-dealer, whose broker-dealer does not receive any compensation from us or the

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dealer manager, (6) by our executive officers and directors and their immediate family members, as well as officers and employees of our advisor or affiliates of our advisor and their immediate family members, our product specialists and their affiliates and, if approved by our board of directors, joint venture partners, consultants and other service providers, (7) through bank trust departments or any other organization or person authorized to act as a fiduciary for its clients or customers and (8) by any other categories of purchasers that we name in an amendment or supplement to this prospectus.

Substantially all of our currently outstanding Class I shares were sold by us in a prior public primary offering or to Class I stockholders pursuant to our dividend reinvestment plan.

Conversion

Each Class T, Class S or Class D share held within a stockholder’s account shall automatically and without any action on the part of the holder thereof convert into a number of Class I shares at the applicable conversion rate (as defined below) on the earliest of (a) a listing of any shares of our common stock on a national securities exchange, (b) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets and (c) the end of the month in which the dealer manager in conjunction with our transfer agent determines that the total upfront selling commissions, upfront dealer manager fees and ongoing distribution fees paid with respect to all shares of such class held by such stockholder within such account (including shares purchased through a dividend reinvestment plan or received as stock dividends) equals or exceeds 8.75% (or a lower limit set forth in any applicable agreement between the dealer manager and a participating broker-dealer, provided that the dealer manager advises our transfer agent of the lower limit in writing) of the aggregate purchase price of all shares of such class held by such stockholder within such account and purchased in a primary offering (i.e., an offering other than a dividend reinvestment plan).

In addition, after termination of a primary offering registered under the Securities Act of 1933, as amended, each Class T, Class S or Class D share sold in that primary offering, each Class T, Class S or Class D share sold under a dividend reinvestment plan pursuant to the same registration statement that was used for that primary offering, and each Class T, Class S or Class D share received as a stock dividend with respect to such shares sold in such primary offering or dividend reinvestment plan, shall automatically and without any action on the part of the holder thereof convert into a number of Class I shares at the applicable conversion rate, at the end of the month in which we, with the assistance of the dealer manager, determine that all underwriting compensation paid or incurred with respect to the offerings covered by that registered statement from all sources, determined pursuant to the rules and guidance of FINRA, would be in excess of 10% of the aggregate purchase price of all shares sold for our account through that primary offering.

As used above, the “applicable conversion rate” means (a) with respect to Class T shares, a ratio whereby the numerator is the most recently disclosed monthly Class T NAV per share and the denominator is the most recently disclosed monthly Class I NAV per share, (b) with respect to Class S shares, a ratio whereby the numerator is the most recently disclosed monthly Class S NAV per share and the denominator is the most recently disclosed monthly Class I NAV per share, and (c) with respect to Class D shares, a ratio whereby the numerator is the most recently disclosed monthly Class D NAV per share and the denominator is the most recently disclosed monthly Class I NAV per share. For each class of shares, the NAV per share shall be calculated as described in the most recent valuation procedures approved by our board of directors. Because we currently expect to allocate ongoing distribution fee expenses to our Class T, Class S and Class D shares through their distributions, and not through their NAV per share, we currently expect the applicable conversion rate to remain 1:1 for our Class T, Class S and Class D shares.

Rights Upon Liquidation

Immediately before any liquidation, dissolution or winding up, or any distribution of our assets pursuant to a plan of liquidation, dissolution or winding up, our Class T, Class S and Class D shares will automatically convert to Class I shares at the applicable conversion rate. Following such conversion, each holder of shares of a particular class of common stock will be entitled to receive, ratably with each other holder of shares of such class, that portion of such aggregate assets available for distribution as the number of outstanding shares of such class held by such holder bears to the total number of outstanding shares of such class then outstanding.

Preferred Stock

Our charter authorizes our board of directors to designate and issue one or more classes or series of preferred stock without approval of our common stockholders. Our board of directors may determine the relative rights, preferences and privileges of each class or series of preferred stock so issued, which may be more beneficial than the rights, preferences and privileges attributable to our common stock. The issuance of preferred stock could have the effect of delaying or preventing a change in control. Our board of directors has no present plans to issue preferred stock but may do so at any time in the future without stockholder approval.

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Meetings and Special Voting Requirements

An annual meeting of our stockholders will be held each year, at least 30 days after delivery of our annual report. Special meetings of stockholders may be called only upon the request of a majority of our directors, a majority of our independent directors, our chief executive officer, our president or upon the written request of stockholders holding at least 10% of the shares of common stock entitled to be cast on any issue proposed to be considered at the special meeting. Upon receipt of a written request of common stockholders holding at least 10% of the shares entitled to be cast stating the purpose of the special meeting, our secretary will provide all of our stockholders written notice of the meeting and the purpose of such meeting. The meeting must be held not less than 15 days or more than 60 days after the distribution of the notice of the meeting. The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at any stockholder meeting constitutes a quorum. Unless otherwise provided by the Maryland General Corporation Law or our charter, the affirmative vote of a majority of all votes cast is necessary to take stockholder action. With respect to the election of directors, each candidate nominated for election to the board of directors must receive a majority of the votes present, in person or by proxy, in order to be elected. Therefore, if a nominee receives fewer “for” votes than “withhold” votes in an election, then the nominee will not be elected.

Our charter provides that the concurrence of the board is not required in order for the common stockholders to amend the charter, dissolve the corporation or remove directors. However, we have been advised that the Maryland General Corporation Law does require board approval in order to amend our charter or dissolve. Without the approval of a majority of the shares of common stock entitled to vote on the matter, the board of directors may not:

• amend the charter to adversely affect the rights, preferences and privileges of the common stockholders;

• amend charter provisions relating to director qualifications, fiduciary duties, liability and indemnification, conflicts of interest, investment policies or investment restrictions;

• cause our liquidation or dissolution after our initial investment;

• sell all or substantially all of our assets other than in the ordinary course of business; or

• cause our merger or reorganization.

The term of our advisory agreement with KBS Capital Advisors will end after one year but may be renewed for an unlimited number of successive one-year periods upon the mutual consent of KBS Capital Advisors and us. Our independent directors annually review our advisory agreement with KBS Capital Advisors. While the stockholders do not have the ability to vote to replace KBS Capital Advisors or to select a new advisor, stockholders do have the ability, by the affirmative vote of a majority of the shares entitled to vote on such matter, to remove a director from our board.

Advance Notice for Stockholder Nominations for Directors and Proposals of New Business

In order for a stockholder to nominate a director or propose new business at the annual stockholders’ meeting, our bylaws generally require that the stockholder give notice of the nomination or proposal not less than 90 days prior to the first anniversary of the date of the mailing of the notice for the preceding year’s annual stockholders’ meeting, unless such nomination or proposal is made pursuant to the company’s notice of the meeting or by or at the direction of our board of directors. Our bylaws contain a similar notice requirement in connection with nominations for directors at a special meeting of stockholders called for the purpose of electing one or more directors. Failure to comply with the notice provisions will make stockholders unable to nominate directors or propose new business.

Restriction on Ownership of Shares

Ownership Limit

To maintain our REIT qualification, not more than 50% in value of our outstanding shares may be owned, directly or indirectly, by five or fewer individuals (including certain entities treated as individuals under the Internal Revenue Code) during the last half of each taxable year. In addition, at least 100 persons who are independent of us and each other must beneficially own our outstanding shares for at least 335 days per 12-month taxable year or during a proportionate part of a shorter taxable year. Each of the two requirements specified in the two preceding sentences shall not apply to any period prior to the second year for which we elect to be taxed as a REIT. We may prohibit certain acquisitions and transfers of shares so as to ensure our continued qualification as a REIT under the Internal Revenue Code. However, we cannot assure you that this prohibition will be effective.

To help ensure that we meet these tests, our charter prohibits any person or group of persons from acquiring, directly or indirectly, beneficial ownership of more than 9.8% of our aggregate outstanding shares unless exempted by our board of directors. Our board of directors may waive this ownership limit with respect to a particular person if the board receives evidence that ownership in excess of the limit will not jeopardize our REIT status. For purposes of this provision, we treat corporations, partnerships and other entities as single persons.

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Any attempted transfer of our shares that, if effective, would result in a violation of our ownership limit or would result in our shares being owned by fewer than 100 persons will be null and void and will cause the number of shares causing the violation to be automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries. The prohibited transferee will not acquire any rights in the shares. The automatic transfer will be deemed to be effective as of the close of business on the business day prior to the date of the attempted transfer. We will designate a trustee of the trust that will not be affiliated with us or the prohibited transferee. We will also name one or more charitable organizations as a beneficiary of the share trust.

Shares held in trust will remain issued and outstanding shares and will be entitled to the same rights and privileges as all other shares of the same class or series. The prohibited transferee will not benefit economically from any of the shares held in trust, will not have any rights to dividends or distributions and will not have the right to vote or any other rights attributable to the shares held in the trust. The trustee will receive all dividends and distributions on the shares held in trust and will hold such dividends or distributions in trust for the benefit of the charitable beneficiary. The trustee may vote any shares held in trust.

Within 20 days of receiving notice from us that any of our shares have been transferred to the trust for the charitable beneficiary, the trustee will sell those shares to a person designated by the trustee whose ownership of the shares will not violate the above restrictions. Upon the sale, the interest of the charitable beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds of the sale to the prohibited transferee and to the charitable beneficiary as follows. The prohibited transferee will receive the lesser of (i) the price paid by the prohibited transferee for the shares or, if the prohibited transferee did not give value for the shares in connection with the event causing the shares to be held in the trust (e.g., a gift, devise or other similar transaction), the market price (as defined in our charter) of the shares on the day of the event causing the shares to be held in the trust and (ii) the price received by the trustee from the sale or other disposition of the shares. Any net sale proceeds in excess of the amount payable to the prohibited transferee will be paid immediately to the charitable beneficiary. If, prior to our discovery that shares have been transferred to the trust, the shares are sold by the prohibited transferee, then (i) the shares shall be deemed to have been sold on behalf of the trust and (ii) to the extent that the prohibited transferee received an amount for the shares that exceeds the amount he was entitled to receive, the excess shall be paid to the trustee upon demand.

In addition, shares held in the trust for the charitable beneficiary will be deemed to have been offered for sale to us, or our designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in the transfer to the trust (or, in the case of a devise or gift, the market price at the time of the devise or gift) and (ii) the market price on the date we, or our designee, accept the offer. We will have the right to accept the offer until the trustee has sold the shares. Upon a sale to us, the interest of the charitable beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds of the sale to the prohibited transferee.

Any person who acquires or attempts to acquire shares in violation of the foregoing restrictions or who would have owned the shares that were transferred to any such trust must give us immediate written notice of such event, and any person who proposes or attempts to acquire or receive shares in violation of the foregoing restrictions must give us at least 15 days’ written notice prior to such transaction. In both cases, such persons shall provide to us such other information as we may request in order to determine the effect, if any, of such transfer on our status as a REIT.

The foregoing restrictions will continue to apply until our board of directors determines it is no longer in our best interest to continue to qualify as a REIT. The ownership limit does not apply to any underwriter in an offering of our shares or to a person or persons exempted from the ownership limit by our board of directors based upon appropriate assurances that our qualification as a REIT would not be jeopardized.

Within 30 days after the end of each taxable year, every owner of 5% or more of our outstanding capital stock will be asked to deliver to us a statement setting forth the number of shares owned directly or indirectly by such person and a description of how such person holds the shares. Each such owner shall also provide us with such additional information as we may request in order to determine the effect, if any, of his or her beneficial ownership on our status as a REIT and to ensure compliance with our ownership limit.

These restrictions could delay, defer or prevent a transaction or change in control of our company that might involve a premium price for our shares of common stock or otherwise be in the best interests of our stockholders.

Suitability Standards and Minimum Purchase Requirements

State securities laws and our charter require that purchasers of our common stock meet standards regarding (i) net worth or income and (ii) minimum purchase amounts. These standards are described above at “Suitability Standards” immediately following the cover page of this prospectus and below at “Plan of Distribution — Minimum Purchase Requirements.” Subsequent purchasers, i.e., potential purchasers of your shares, must also meet the net worth or income standards, and unless you are transferring all of your shares, you may not transfer your shares in a manner that causes you or your transferee to own fewer than the number of shares required to meet the minimum purchase requirements, except for the

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following transfers without consideration: transfers by gift, transfers by inheritance, intrafamily transfers, family dissolutions, transfers to affiliates and transfers by operation of law. These suitability and minimum purchase requirements are applicable until our shares of common stock are listed on a national securities exchange, and these requirements may make it more difficult for you to sell your shares.

Distributions

Prior to the commencement of this offering, we intend to modify our distribution policy to pay distributions monthly in arrears and have daily record dates. Therefore, new investors will be entitled to distributions immediately upon the purchase of their shares. However, we reserve the right to adjust the periods during which distributions accrue and are paid. Our distribution policy is not to pay distributions from sources other than cash flow from operations, investment activities and strategic financings. However, our organizational documents do not restrict us from paying distributions from any source and do not restrict the amount of distributions we may pay from any source, including proceeds from this offering or the proceeds from the issuance of securities in the future, other third party borrowings, advances from our advisor or sponsors or from our advisor’s deferral of its fees under the advisory agreement. Distributions paid from sources other than current or accumulated earnings and profits may constitute a return of capital. From time to time, we may generate taxable income greater than our taxable income for financial reporting purposes, or our taxable income may be greater than our cash flow available for distribution to stockholders. In these situations we may make distributions in excess of our cash flow from operations, investment activities and strategic financings to satisfy the REIT distribution requirement described below.

We expect that the board of directors will set the rate of distributions at a level that will be reasonably consistent and sustainable over time. However, we have not established a minimum distribution level, and our charter does not require that we make distributions to our stockholders. In determining the appropriate level of a distribution, our board of directors considers a number of factors, including the current and anticipated market conditions, current and anticipated future performance and make-up of our investments, our overall financial projections and expected future cash needs. We can give no assurance that the board of directors will continue to set distributions at current levels and our distribution levels may change from time to time. Depending on the distribution level relative to cash flow generated from our portfolio, if our distributions exceed cash flow generated from our operations, it may cause a decrease in our NAV if not offset by other effects.

In connection with a distribution to our stockholders, our board intends to authorize distributions using daily record dates. Accordingly, your distributions will begin to accrue on the date and time that you become a record owner of our common stock, subject to our board of directors declaring a distribution for record owners as of such date and time. We accrue the amount of declared distributions as our liability on a daily basis, and such liability is accounted for in determining the NAV.

Distributions are made on all classes of our common stock at the same time. The per share amount of distributions on each class of our shares differs because of different allocations of class-specific fees. The per share amount of distributions on our share classes shall be determined based on the relative NAV per share of each class (if the NAV per share of our classes differs), and then adjusted to reflect class-specific fees. In the future, our board of directors may choose other methods to determine distributions for each class of our shares.

To maintain our qualification as a REIT, we must make aggregate annual distributions to our stockholders of at least 90% of our REIT taxable income (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). If we meet the REIT qualification requirements, we generally will not be subject to federal income tax on the income that we distribute to our stockholders each year. See “Material U.S. Federal Income Tax Considerations — Taxation of KBS Strategic Opportunity REIT — Annual Distribution Requirements.” In general, we anticipate making distributions to our stockholders of at least 100% of our REIT taxable income so that none of our income is subject to federal income tax. Our board of directors may authorize distributions in excess of those required for us to maintain REIT status depending on our financial condition and such other factors as our board of directors deems relevant.

Inspection of Books and Records

As a part of our books and records, we maintain at our principal office an alphabetical list of the names of our common stockholders, along with their addresses and telephone numbers and the number of shares of common stock held by each of them. We update this stockholder list at least quarterly and it is available for inspection at our principal office by a common stockholder or his or her designated agent upon request of the stockholder. We will also mail this list to any common stockholder within 10 days of receipt of his or her request. We may impose a reasonable charge for expenses incurred in reproducing such list. Stockholders, however, may not sell or use this list for commercial purposes. The purposes for which stockholders may request this list include matters relating to their voting rights.

If our advisor or our board of directors neglects or refuses to exhibit, produce or mail a copy of the stockholder list

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as requested, our advisor and/or board, as the case may be, shall be liable to the common stockholder requesting the list for the costs, including attorneys’ fees, incurred by that stockholder for compelling the production of the stockholder list and any actual damages suffered by any common stockholder for the neglect or refusal to produce the list. It shall be a defense that the actual purpose and reason for the requests for inspection or for a copy of the stockholder list is not for a proper purpose but is instead for the purpose of securing such list of stockholders or other information for the purpose of selling such list or copies thereof, or of using the same for a commercial purpose other than in the interest of the applicant as a stockholder relative to the affairs of our company. We may require that the stockholder requesting the stockholder list represent that the request is not for a commercial purpose unrelated to the stockholder’s interest in our company. The remedies provided by our charter to stockholders requesting copies of the stockholder list are in addition to, and do not in any way limit, other remedies available to stockholders under federal law, or the law of any state.

Under the Maryland General Corporation Law, a common stockholder is also entitled to inspect and copy (at all reasonable times) the following corporate documents: bylaws, minutes of the proceedings of stockholders, annual statements of affairs, voting trust agreements and stock records for certain specified periods. In addition, within seven days after a request for such documents is presented to an officer or our resident agent, we will have the requested documents available on file at our principal office.

Business Combinations

Under the Maryland General Corporation Law, business combinations between a Maryland corporation and an interested stockholder or the interested stockholder’s affiliate are prohibited for five years after the most recent date on which the stockholder becomes an interested stockholder. For this purpose, the term “business combination” includes mergers, consolidations, share exchanges, asset transfers and issuances or reclassifications of equity securities. An “interested stockholder” is defined for this purpose as: (i) any person who beneficially owns 10% or more of the voting power of the corporation’s shares; or (ii) an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting shares of the corporation. A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which he otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.

After the five-year prohibition, any business combination between the corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least: (i) 80% of the votes entitled to be cast by holders of outstanding voting shares of the corporation; and (ii) two-thirds of the votes entitled to be cast by holders of voting shares of the corporation other than shares held by the interested stockholder or its affiliate with whom the business combination is to be effected, or held by an affiliate or associate of the interested stockholder.

These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under the Maryland General Corporation Law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.

None of these provisions of the Maryland General Corporation Law will apply, however, to business combinations that are approved or exempted by the board of directors of the corporation prior to the time that the interested stockholder becomes an interested stockholder. We have opted out of these provisions by resolution of our board of directors. However, our board of directors may, by resolution, opt in to the business combination statute in the future.

Control Share Acquisitions

The Maryland General Corporation Law provides that control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquirer, an officer of the corporation or an employee of the corporation who is also a director of the corporation are excluded from the vote on whether to accord voting rights to the control shares. “Control shares” are voting shares that, if aggregated with all other shares owned by the acquirer or with respect to which the acquirer has the right to vote or to direct the voting of, other than solely by virtue of revocable proxy, would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting power:

• one-tenth or more but less than one-third;

• one-third or more but less than a majority; or

• a majority or more of all voting power.

Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously

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obtained stockholder approval. Except as otherwise specified in the statute, a “control share acquisition” means the acquisition of control shares.

Once a person who has made or proposes to make a control share acquisition has undertaken to pay expenses and has satisfied other required conditions, the person may compel the board of directors to call a special meeting of stockholders to be held within 50 days of the demand to consider the voting rights of the shares. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.

If voting rights are not approved for the control shares at the meeting or if the acquiring person does not deliver an “acquiring person statement” for the control shares as required by the statute, the corporation may redeem any or all of the control shares for their fair value, except for control shares for which voting rights have previously been approved. Fair value is to be determined for this purpose without regard to the absence of voting rights for the control shares, and is to be determined as of the date of the last control share acquisition or of any meeting of stockholders at which the voting rights for control shares are considered and not approved.

If voting rights for control shares are approved at a stockholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of these appraisal rights may not be less than the highest price per share paid in the control share acquisition. Some of the limitations and restrictions otherwise applicable to the exercise of dissenters’ rights do not apply in the context of a control share acquisition.

The control share acquisition statute does not apply to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or to acquisitions approved or exempted by the charter or bylaws of the corporation.

Our bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of our stock. There can be no assurance that this provision will not be amended or eliminated at any time in the future.

Subtitle 8

Subtitle 8 of Title 3 of the Maryland General Corporation Law permits a Maryland corporation with a class of equity securities registered under the Securities Exchange Act of 1934, as amended, and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to any or all of five provisions:

• a classified board,

• a two-thirds vote requirement for removing a director,

• a requirement that the number of directors be fixed only by vote of the directors,

• a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the directorship in which the vacancy occurred, and

• a majority requirement for the calling of a special meeting of stockholders.

We have added provisions to our charter that prohibit us, until such time that our shares of common stock are listed on a national securities exchange, from electing to be subject to the provisions under Subtitle 8. Through provisions in our bylaws unrelated to Subtitle 8, we already vest in our board of directors the exclusive power to fix the number of directorships. Our bylaws may be amended by our stockholders or the board of directors.

Tender Offers by Stockholders

Our charter provides that any tender offer made by a stockholder, including any “mini-tender” offer, must comply with certain notice and disclosure requirements. These procedural requirements with respect to tender offers apply to any widespread solicitation for shares of our stock at firm prices for a limited time period.

In order for one of our stockholders to conduct a tender offer to another stockholder, our charter requires that the stockholder comply with Regulation 14D of the Securities Exchange Act of 1934, as amended, and provide the Company notice of such tender offer at least 10 business days before initiating the tender offer. Pursuant to our charter, Regulation 14D would require any stockholder initiating a tender offer to provide:

• Specific disclosure to stockholders focusing on the terms of the offer and information about the bidder;

• The ability to allow stockholders to withdraw tendered shares while the offer remains open;

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• The right to have tendered shares accepted on a pro rata basis throughout the term of the offer if the offer is for less than all of our shares; and

• That all stockholders of the subject class of shares be treated equally.

In addition to the foregoing, there are certain ramifications to stockholders should they attempt to conduct a noncompliant tender offer. If any stockholder initiates a tender offer without complying with the provisions set forth above, in our sole discretion, we shall have the right to redeem such noncompliant stockholder’s shares and any shares acquired in such tender offer. The noncomplying stockholder shall also be responsible for all of our expenses in connection with that stockholder’s noncompliance.

Dividend Reinvestment Plan

We have adopted a dividend reinvestment plan which will allow you to have your cash distributions attributable to the class of shares owned automatically reinvested in additional shares of the same class. The following discussion summarizes the principal terms of this plan. Appendix B to this prospectus contains the full text of our dividend reinvestment plan.

Eligibility

All of our common stockholders are eligible to participate in our dividend reinvestment plan; however, we may elect to deny your participation in the dividend reinvestment plan if you reside in a jurisdiction or foreign country where, in our judgment, the burden or expense of compliance with applicable securities laws makes your participation impracticable or inadvisable.

You will automatically become a participant unless you are a resident of Alabama, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, Ohio, Oregon or Washington, are a client of a participating broker-dealer that does not permit automatic enrollment in the dividend reinvestment plan, or you elect not to become a participant by noting such election on your subscription agreement. If you are a resident of Alabama, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, Ohio, Oregon or Washington, or a client of a participating broker-dealer that does not permit automatic enrollment in the dividend reinvestment plan, you may choose to enroll as a participant in our dividend reinvestment plan.

At any time prior to the listing of our shares on a national stock exchange, you must cease participation in our dividend reinvestment plan if you no longer meet the suitability standards or cannot make the other investor representations set forth in the then-current prospectus or in the subscription agreement. Participants must agree to notify us promptly when they no longer meet these standards. See the “Suitability Standards” section of this prospectus (immediately following the cover page) and the form of subscription agreement attached hereto as Appendix A.

Election to Participate

You may elect to participate in the dividend reinvestment plan by completing the subscription agreement (which may provide for automatic enrollment unless you opt out) or other approved enrollment form available from the dealer manager or a participating broker-dealer. Your participation in the dividend reinvestment plan will begin with the next distribution made after receipt of your enrollment form. You can choose to have all or a portion of your distributions reinvested through the dividend reinvestment plan. You may also change the percentage of your distributions that will be reinvested at any time by completing a new enrollment form or other form provided for that purpose. You must make any election to increase your level of participation through your participating broker-dealer or the dealer manager.

Stock Purchases

Shares will be purchased under the dividend reinvestment plan on the distribution payment dates. The purchase of fractional shares is a permissible and likely result of the reinvestment of distributions under the dividend reinvestment plan. The per share purchase price for shares purchased pursuant to the dividend reinvestment plan will be equal to the transaction price for such shares in effect on the distribution date. However, our board of directors may determine, in its sole discretion, to have any distributions paid in cash without notice to participants, without suspending the plan and without affecting the future operation of the plan with respect to participants.

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Account Statements

You or your designee will receive a confirmation of your purchases under the dividend reinvestment plan monthly. Your confirmation will disclose the following information:

• each distribution reinvested for your account during the period;

• the date of the reinvestment;

• the number and price of the shares purchased by you; and

• the total number of shares in your account.

In addition, within 90 days after the end of each calendar year, we will provide you with an individualized report on your investment, including the purchase dates, purchase price, number of shares owned and the amount of distributions made in the prior year. We will also provide to all participants in the plan, without charge, all supplements to and updated versions of this prospectus, as required under applicable securities laws.

Fees and Commissions and Use of Proceeds

Stockholders do not pay selling commissions or a dealer manager fee when purchasing shares pursuant to the dividend reinvestment plan. Because the applicable class-specific distribution fees are paid based on the NAV of all outstanding Class T, S, and D shares, respectively, and allocated to all holders of Class T, S, and D shares, respectively, they reduce the NAV and/or distributions with respect to all such shares, including shares issued under the dividend reinvestment plan. We expect to use the proceeds from the sale of shares under our dividend reinvestment plan (1) to make investments in accordance with our investment strategy and policies; (2) to provide liquidity to our stockholders and (3) for other general corporate purposes (which may include repayment of our debt or any other corporate purposes we deem appropriate). We cannot predict with any certainty how much, if any, dividend reinvestment plan proceeds will be available for specific purposes.

Voting

You may vote all shares, including fractional shares, that you acquire through the dividend reinvestment plan.

Tax Consequences of Participation

Stockholders subject to federal income taxation who elect to participate in our dividend reinvestment plan will incur a tax liability for distributions allocated to them even though they have elected not to receive their distributions in cash but rather to have their distributions reinvested pursuant to our dividend reinvestment plan. Specifically, dividend reinvestment plan participants will be treated as if they received the distribution and then applied such distribution to purchase shares in our dividend reinvestment plan. To the extent that a stockholder purchases shares through our dividend reinvestment plan at a discount to fair market value, the stockholder will be treated for tax purposes as receiving an additional distribution equal to the amount of such discount. A participant will be taxed on the amount of such distribution as ordinary income to the extent such distribution is from current or accumulated earnings and profits, unless we have designated all or a portion of the distribution as a capital gain dividend or as a “qualified dividend.” In such case, such designated portion of the distribution will be taxed as a capital gain. To the extent that we make a distribution in excess of our current or accumulated earnings and profits, the distribution will be treated first as a tax-free return of capital, reducing the tax basis in your common stock, and any distribution in excess of such basis will be taxable as a gain realized from the sale of your common stock. Any income with respect to the dividend reinvestment plan is expected to be included in a participant’s net investment income for purposes of the new Medicare tax discussed in “Material U.S. Federal Income Tax Considerations.”

Termination of Participation

Once enrolled, you may continue to purchase shares under our dividend reinvestment plan until we have sold all of the shares registered in this offering, have terminated this offering or have terminated the dividend reinvestment plan. You may terminate your participation in the dividend reinvestment plan at any time by providing us with written notice. For your termination to be effective for a particular distribution, we must have received your notice of termination at least 10 business days prior to the last day of the fiscal period to which the distribution relates. Any transfer of your shares will effect a termination of the participation of those shares in the dividend reinvestment plan. We will terminate your participation in the dividend reinvestment plan to the extent that a reinvestment of your distributions would cause you to violate the ownership limit contained in our charter, unless you have obtained an exemption from the ownership limit from our board of directors.

Amendment or Termination of Plan

We may amend or terminate the dividend reinvestment plan for any reason at any time upon 10 days’ notice to the participants. We may provide notice by including such information (a) in a Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with the SEC or (b) in a separate mailing to the participants.

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Share Redemption Program

We expect that there will be no regular secondary trading market for shares of our common stock. While you should view your investment as long term with limited liquidity, we have adopted a share redemption program, whereby stockholders may request that we redeem all or any portion of our shares in accordance with the procedures and subject to certain conditions and limitations described below.

Due to the illiquid nature of investments in real property, we may not have sufficient liquid resources to fund redemption requests. In addition, we have established limitations on the amount of funds we may use for redemptions during any calendar month and quarter. See “—Redemption Limitations” below. Further, our board of directors has the right to modify, suspend or terminate the share redemption program if it deems such action to be in the best interest of our stockholders.

A stockholder’s request for redemption in accordance with any of the special treatment described below in the event of the death or qualifying disability of a stockholder must be submitted within 18 months of the death of the stockholder or the initial determination of the stockholder’s disability (which we define as such term is defined in Section 72(m)(7) of the Internal Revenue Code), as further described below.

You may request that we redeem shares of our common stock through your financial advisor or directly with our transfer agent. We will generally adhere to the following procedures relating to the redemption of shares of our common stock:

• Under our share redemption program, to the extent we choose to redeem shares in any particular month we will only redeem shares as of the last calendar day of that month (a “redemption date”). To have your shares redeemed, your redemption request and required documentation must be received in good order by 4:00 p.m. (Eastern time) on the second to last business day of the applicable month. Settlements of share redemptions will be made within three business days of the redemption date. Redemption requests received and processed by our transfer agent will be effected at a redemption price equal to the transaction price on the applicable redemption date (which will generally be equal to our most recently disclosed monthly NAV per share), subject to any early redemption deduction. Although the transaction price for shares of our common stock will generally be based on the most recently disclosed monthly NAV per share, the NAV per share of such stock as of the redemption date may be significantly different.

• A stockholder may withdraw his or her redemption request by notifying the transfer agent, directly or through the stockholder’s financial intermediary, on our toll-free, automated telephone line, [______]. The line is open on each business day between the hours of 9:00 a.m. and 6:00 p.m. (Eastern time). Redemption requests must be cancelled before 4:00 p.m. (Eastern time) on the last business day of the applicable month.

• If a redemption request is received after 4:00 p.m. (Eastern time) on the second to last business day of the applicable month, the redemption request will be executed, if at all, on the next month’s redemption date at the transaction price applicable to that month (subject to any early redemption deduction), unless such request is withdrawn prior to the redemption. Redemption requests received and processed by our transfer agent on a business day, but after the close of business on that day or on a day that is not a business day, will be deemed received on the next business day.

• Redemption requests may be made by mail or by contacting your financial intermediary, both subject to certain conditions described in this prospectus. If making a redemption request by contacting your financial intermediary, your financial intermediary may require you to provide certain documentation or information. If making a redemption request by mail to the transfer agent, you must complete and sign a redemption authorization form, which we will provide to you at no charge and which will also be available on our website. Written requests should be sent to the transfer agent at the following address:

For regular mail:	For overnight deliveries:
KBS Strategic Opportunity REIT, Inc.	KBS Strategic Opportunity REIT, Inc.
c/o DST Systems, Inc.	c/o DST Systems, Inc.
PO Box 219015	430 W. 7th Street
Kansas City, Missouri 64121-9015	Kansas City, Missouri 64105

Corporate investors and other non-individual entities must have an appropriate certification on file authorizing redemptions. A signature guarantee may be required.

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• For processed redemptions, stockholders may request that redemption proceeds are to be paid by mailed check provided that the amount is less than $100,000 and the check is mailed to an address on file with the transfer agent for at least 30 days.

• Processed redemptions of more than $100,000 will be paid only via ACH or wire transfer. For this reason, stockholders who own more than $100,000 of our common stock must provide bank instructions for their brokerage account or designated U.S. bank account. Stockholders who own less than $100,000 of our common stock may also receive redemption proceeds via ACH or wire transfer, provided the payment amount is at least $2,500. For all redemptions paid via wire transfer, the funds will be wired to the account on file with the transfer agent or, upon instruction, to another financial institution provided that the stockholder has made the necessary funds transfer arrangements. The customer service representative can provide detailed instructions on establishing funding arrangements and designating your bank or brokerage account on file. Funds will be sent only to U.S. financial institutions (ACH network members).

• A medallion signature guarantee will be required in certain circumstances. The medallion signature process protects stockholders by verifying the authenticity of a signature and limiting unauthorized fraudulent transactions. A medallion signature guarantee may be obtained from a domestic bank or trust company, broker-dealer, clearing agency, savings association or other financial institution which participates in a medallion program recognized by the Securities Transfer Association. The three recognized medallion programs are the Securities Transfer Agents Medallion Program, the Stock Exchanges Medallion Program and the New York Stock Exchange, Inc. Medallion Signature Program. Signature guarantees from financial institutions which are not participating in any of these medallion programs will not be accepted. A notary public cannot provide signature guarantees. We reserve the right to amend, waive or discontinue this policy at any time and establish other criteria for verifying the authenticity of any redemption or transaction request. We may require a medallion signature guarantee if, among other reasons: (1) the amount of the redemption request is over $500,000; (2) you wish to have redemption proceeds transferred by wire to an account other than the designated bank or brokerage account on file for at least 30 days or sent to an address other than your address of record for the past 30 days; or (3) our transfer agent cannot confirm your identity or suspects fraudulent activity.

• If a stockholder has made multiple purchases of shares of our common stock, any redemption request will be processed on a first in/first out basis unless otherwise requested in the redemption request.

Minimum Account Redemptions

In the event that any stockholder fails to maintain the minimum balance of $2,000 of shares of our common stock, we may redeem all of the shares held by that stockholder at the redemption price in effect on the date we determine that the stockholder has failed to meet the minimum balance, less any early redemption deduction. Minimum account redemptions will apply even in the event that the failure to meet the minimum balance is caused solely by a decline in our NAV. Minimum account redemptions are subject to early redemption deduction.

Sources of Funds for Redemption

We may, in our advisor’s discretion, after taking the interests of our company as a whole and the interests of our remaining stockholders into consideration, use proceeds from any available sources at our disposal to satisfy redemption requests, subject to the limitation on the amount of funds we may use described below under “—Redemption Limitations.” Potential sources of funding redemptions include, but are not limited to, cash on hand, cash available from borrowings, cash from the sale of shares of our common stock and cash from liquidations of investments, to the extent that such funds are not otherwise dedicated to a particular use, such as working capital, cash distributions to stockholders, purchases of real property or debt-related or other investments.

Although the vast majority of our assets consist of properties that cannot generally be readily liquidated on short notice without impacting our ability to realize full value upon their disposition, we intend to maintain a number of sources of liquidity including (i) cash equivalents (e.g. money market funds), other short-term investments, U.S. government securities, agency securities and liquid real estate-related securities and (ii) one or more borrowing facilities. We may fund redemptions from any available source of funds, including operating cash flows, borrowings, proceeds from this offering and/or sales of our assets.

Redemption Limitations

We may redeem fewer shares than have been requested in any particular month to be redeemed under our share redemption program, or none at all, in our discretion at any time. The total amount of aggregate

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redemptions of Class T, Class S, Class D, and Class I shares (based on the price at which the shares are redeemed) will be limited during each calendar month to 2% of the aggregate NAV of all classes as of the last calendar day of the previous quarter and in each calendar quarter will be limited to 5% of the aggregate NAV of all classes of shares as of the last calendar day of the previous calendar quarter; provided, however, that every month and quarter each class of our common stock will be allocated capacity within such aggregate limit to allow stockholders in such class to either (a) redeem shares (based on the price at which the shares are redeemed) equal to at least 2% of the aggregate NAV of such share class as of the last calendar day of the previous quarter, or, if more limiting, (b) redeem shares (based on the price at which the shares are redeemed) over the course of a given quarter equal to at least 5% of the aggregate NAV of such share class as of the last calendar day of the previous quarter (collectively referred to herein as the “2% and 5% limits”), which in the second and third months of a quarter could be less than 2% of the NAV of such share class. In the event that we determine to redeem some but not all of the shares submitted for redemption during any month, shares redeemed at the end of the month will be redeemed on a pro rata basis. Even if the class-specific allocations are exceeded for a class, the program may offer such class additional capacity under the aggregate program limits. Redemptions and pro rata treatment, if necessary, will first be applied within the class-specific limits and then applied on an aggregate basis in a second step. All unsatisfied redemption requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the share redemption program, as applicable.

In the transitional [    ] quarter of 2018, we will allow redemptions up to the maximum permitted as if the share redemption program had been effective and open the entire quarter (taking into consideration redemptions under our prior share redemption program in the quarter).

If the transaction price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no redemption requests will be accepted for such month and stockholders who wish to have their shares redeemed the following month must resubmit their redemption requests.

Should redemption requests, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the company as a whole, or should we otherwise determine that investing our liquid assets in real properties or other illiquid investments rather than repurchasing our shares is in the best interests of the company as a whole, we may choose to redeem fewer shares in any particular month than have been requested to be redeemed, or none at all. Further, our board of directors may modify, suspend or terminate our share redemption program if it deems such action to be in our best interest and the best interest of our stockholders. Material modifications, including any amendment to the 2% monthly or 5% quarterly limitations on redemptions, to and suspensions of the share redemption program will be promptly disclosed to stockholders in a prospectus supplement (or post-effective amendment if required by the Securities Act of 1933, as amended) or special or periodic report filed by us. Material modifications will also be disclosed on our website. In addition, we may determine to suspend the share redemption program due to regulatory changes, changes in law or if we become aware of undisclosed material information that we believe should be publicly disclosed before shares are redeemed. Once the share redemption program is suspended, our board of directors must affirmatively authorize the recommencement of the plan before stockholder requests will be considered again.

Early Redemption Deduction

There is no minimum holding period for shares of our common stock and stockholders can request that we redeem their shares at any time. However, subject to limited exceptions, shares that have not been outstanding for at least one year will be redeemed at 95% of the transaction price. In addition, with respect to shares outstanding as of [                ], 2018, if such shares are redeemed prior to [                ], 2019, such shares will be redeemed at 95% of the transaction price.

The early redemption deduction will inure indirectly to the benefit of our remaining stockholders and is intended to offset the trading costs, market impact and other costs associated with short-term trading in our common stock. We may, from time to time, waive the early redemption deduction in the following circumstances:

• redemptions resulting from death, qualifying disability or determination of incompetence;

• in the event that a stockholder’s shares are redeemed because the stockholder has failed to maintain the $2,000 minimum account balance; or

• with respect to shares purchased through our dividend reinvestment plan.

In addition, the early redemption deduction may not apply to transactions initiated by the trustee or adviser to a donor-advised charitable gift fund, collective trust fund, common trust fund, fund of fund(s) or other institutional accounts, strategy funds or programs if we determine, in our sole discretion, such account, fund or program has an investment strategy or policy that is reasonably likely to control short-term trading. Further, shares of our common stock may be sold to certain employer sponsored plans, bank or trust company accounts and accounts of certain financial institutions or intermediaries for which we may not apply the early redemption deduction to underlying stockholders, often because of administrative or

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systems limitations. The early redemption deduction shall also not apply to shares taken by our advisor in lieu of fees or expense reimbursements under the advisory agreement.

As set forth above, we may waive the early redemption deduction in respect of redemption of shares resulting from the death of a stockholder who is a natural person, subject to the conditions and limitations described above, including shares held by such stockholder through a revocable grantor trust or an IRA or other retirement or profit-sharing plan, after receiving written notice from the estate of the stockholder, the recipient of the shares through bequest or inheritance, or, in the case of a revocable grantor trust, the trustee of such trust, who shall have the sole ability to request redemption on behalf of the trust. Such a written request must be accompanied by a certified copy of the official death certificate of the stockholder. If spouses are joint registered holders of shares, the request to have the shares redeemed may be made if either of the registered holders dies. If the stockholder is not a natural person, such as certain trusts or a partnership, corporation or other similar entity, the right of redemption upon death does not apply.

Furthermore, as set forth above, we may waive the early redemption deduction in respect of redemption of shares held by a stockholder who is a natural person who is deemed to have a qualifying disability or a determination of incompetence, subject to the conditions and limitations described above and below, including shares held by such stockholder through a revocable grantor trust, or an IRA or other retirement or profit-sharing plan, after receiving written notice from such stockholder. If spouses are joint registered holders of shares, the request to have the shares redeemed may be made if either of the registered holders acquires a qualifying disability or is determined incompetent. If the stockholder is not a natural person, such as certain trusts or a partnership, corporation or other similar entity, the right of redemption upon disability or a determination of incompetence does not apply.

In order for a disability to entitle a stockholder to the special redemption terms described above (a “qualifying disability”), (i) the stockholder would have to receive a determination of disability based upon a physical or mental condition or impairment arising after the date the stockholder acquired the shares to be redeemed, and (ii) such determination of disability would have to be made by the governmental agency responsible for reviewing the disability retirement benefits that the stockholder could be eligible to receive (the “applicable governmental agency”). The “applicable governmental agencies” would be limited to the following: (i) if the stockholder paid Social Security taxes and, therefore, could be eligible to receive Social Security disability benefits, then the applicable governmental agency would be the Social Security Administration or the agency charged with responsibility for administering Social Security disability benefits at that time if other than the Social Security Administration; (ii) if the stockholder did not pay Social Security benefits and, therefore, could not be eligible to receive Social Security disability benefits, but the stockholder could be eligible to receive disability benefits under the Civil Service Retirement System (“CSRS”), then the applicable governmental agency would be the U.S. Office of Personnel Management or the agency charged with responsibility for administering CSRS benefits at that time if other than the Office of Personnel Management; or (iii) if the stockholder did not pay Social Security taxes and therefore could not be eligible to receive Social Security benefits but suffered a disability that resulted in the stockholder’s discharge from military service under conditions that were other than dishonorable and, therefore, could be eligible to receive military disability benefits, then the applicable governmental agency would be the Department of Veterans Affairs or the agency charged with the responsibility for administering military disability benefits at that time if other than the Department of Veterans Affairs.

Disability determinations by governmental agencies for purposes other than those listed above, including but not limited to worker’s compensation insurance, administration or enforcement of the Rehabilitation Act or Americans with Disabilities Act, or waiver of insurance premiums would not entitle a stockholder to the special redemption terms described above. Redemption requests following an award by the applicable governmental agency of disability benefits would have to be accompanied by: (i) the investor’s initial application for disability benefits and (ii) a Social Security Administration Notice of Award, a U.S. Office of Personnel Management determination of disability under CSRS, a Department of Veterans Affairs record of disability-related discharge or such other documentation issued by the applicable governmental agency that we would deem acceptable and would demonstrate an award of the disability benefits.

We understand that the following disabilities do not entitle a worker to Social Security disability benefits:

• disabilities occurring after the legal retirement age; and

• disabilities that do not render a worker incapable of performing substantial gainful activity.

Therefore, such disabilities would not qualify for the special redemption terms, except in the limited circumstances when the investor would be awarded disability benefits by the other “applicable governmental agencies” described above.

In order for a determination of incompetence or incapacitation (a “determination of incompetence”) to entitle a stockholder to the special redemption terms, a state or federal court located in the United States must declare, determine or find the stockholder to be (i) mentally incompetent to enter into a contract, to prepare a will or to make medical decisions or (ii) mentally incapacitated. In both cases such determination must be made by the court after the date the stockholder acquired the shares to be redeemed. A determination of incompetence or incapacitation by any other person or entity, or for

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any purpose other than those listed above, will not entitle a stockholder to the special redemption terms. Redemption requests following a “determination of incompetence” must be accompanied by the court order, determination or certificate declaring the stockholder incompetent or incapacitated.

Items of Note

When you make a request to have shares redeemed, you should note the following:

• if you are requesting that some but not all of your shares be redeemed, keep your balance above $2,000 to avoid minimum account redemption, if applicable;

• you will not receive interest on amounts represented by uncashed redemption checks;

• under applicable anti-money laundering regulations and other federal regulations, redemption requests may be suspended, restricted or canceled and the proceeds may be withheld; and

• all shares of our common stock requested to be redeemed must be beneficially owned by the stockholder of record making the request or his or her estate, heir or beneficiary, or the party requesting the redemption must be authorized to do so by the stockholder of record of the shares or his or her estate, heir or beneficiary, and such shares of common stock must be fully transferable and not subject to any liens or encumbrances. In certain cases, we may ask the requesting party to provide evidence satisfactory to us that the shares requested for redemption are not subject to any liens or encumbrances. If we determine that a lien exists against the shares, we will not be obligated to redeem any shares subject to the lien.

IRS regulations require us to determine and disclose on Form 1099-B the adjusted cost basis for shares of our stock sold or redeemed. Although there are several available methods for determining the adjusted cost basis, unless you elect otherwise, which you may do by checking the appropriate box on the redemption form or calling our customer service number at [                    ], we will utilize the first-in-first-out method.

Mail and Telephone Instructions

We and our transfer agent will not be responsible for the authenticity of mail or phone instructions or losses, if any, resulting from unauthorized stockholder transactions if they reasonably believe that such instructions were genuine. We and our transfer agent have established reasonable procedures to confirm that instructions are genuine including requiring the stockholder to provide certain specific identifying information on file and sending written confirmation to stockholders of record no later than five days following execution of the instruction. Stockholders, or their designated custodian or fiduciary, should carefully review such correspondence to ensure that the instructions were properly acted upon. If any discrepancies are noted, the stockholder, or its agent, should contact his, her or its financial advisor as well as our transfer agent in a timely manner, but in no event more than 60 days from receipt of such correspondence. Failure to notify such entities in a timely manner will relieve us, our transfer agent and the financial advisor of any liability with respect to the discrepancy.

Registrar and Transfer Agent

We have engaged DST Systems, Inc. to serve as the registrar and transfer agent for our common stock.

Restrictions on Roll-Up Transactions

A Roll-up Transaction is a transaction involving the acquisition, merger, conversion or consolidation, directly or indirectly, of us and the issuance of securities of an entity that is created or would survive after the successful completion of a Roll-up Transaction, which we refer to as a Roll-up Entity. This term does not include:

• a transaction involving our securities that have been for at least 12 months listed on a national securities exchange; or

• a transaction involving only our conversion into a trust or association if, as a consequence of the transaction, there will be no significant adverse change in the voting rights of our common stockholders, the term of our existence, the compensation to our advisor or our investment objectives.

In connection with any proposed Roll-up Transaction, an appraisal of all our assets will be obtained from a competent independent appraiser. Our assets will be appraised on a consistent basis, and the appraisal will be based on an evaluation of all relevant information and will indicate the value of our assets as of a date immediately preceding the announcement of the proposed Roll-up Transaction. If the appraisal will be included in a prospectus used to offer the securities of a Roll-Up Entity, the appraisal will be filed with the SEC and, if applicable, the states in which registration of

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such securities is sought, as an exhibit to the registration statement for the offering. The appraisal will assume an orderly liquidation of assets over a 12-month period. The terms of the engagement of the independent appraiser will clearly state that the engagement is for our benefit and the benefit of our stockholders. A summary of the appraisal, indicating all material assumptions underlying the appraisal, will be included in a report to our stockholders in connection with any proposed Roll-up Transaction.

In connection with a proposed Roll-up Transaction, the person sponsoring the Roll-up Transaction must offer to our common stockholders who vote “no” on the proposal the choice of:

(1) accepting the securities of the Roll-up Entity offered in the proposed Roll-up Transaction; or

(2) one of the following:

(A) remaining as common stockholders of us and preserving their interests in us on the same terms and conditions as existed previously; or

(B) receiving cash in an amount equal to the stockholders’ pro rata share of the appraised value of our net assets.

We are prohibited from participating in any proposed Roll-up Transaction:

• that would result in our common stockholders having democracy rights in a Roll-up Entity that are less than those provided in our charter and bylaws with respect to the election and removal of directors and the other voting rights of our common stockholders, annual reports, annual and special meetings of common stockholders, the amendment of our charter and our dissolution;

• that includes provisions that would operate to materially impede or frustrate the accumulation of shares by any purchaser of the securities of the Roll-up Entity, except to the minimum extent necessary to preserve the tax status of the Roll-up Entity, or that would limit the ability of an investor to exercise the voting rights of its securities of the Roll-up Entity on the basis of the number of shares of common stock that such investor had held in us;

• in which investors’ rights of access to the records of the Roll-up Entity would be less than those provided in our charter and described in the section of this prospectus entitled “Description of Shares — Meetings and Special Voting Requirements;” or

• in which any of the costs of the Roll-up Transaction would be borne by us if the Roll-up Transaction would not be approved by our common stockholders.

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THE OPERATING PARTNERSHIP AGREEMENT

General

KBS Strategic Opportunity Limited Partnership, which we refer to as the Operating Partnership, is a Delaware limited partnership. We expect to own substantially all of our assets and conduct our operations through the Operating Partnership. We are the sole general partner of the Operating Partnership and, as of the date of this prospectus, our wholly owned subsidiary, KBS Strategic Opportunity Holdings LLC, is the sole limited partner of the Operating Partnership. As the sole general partner, we have the exclusive power to manage and conduct the business of the Operating Partnership.

As we accept subscriptions for shares in this offering, we will transfer substantially all of the net proceeds of the offering to our Operating Partnership as a capital contribution in exchange for units of limited partnership interest that will be held by our wholly owned subsidiary, KBS Strategic Opportunity Holdings; however, we will be deemed to have made capital contributions in the amount of the gross offering proceeds received from investors. The Operating Partnership will be deemed to have simultaneously paid the selling commissions and other costs associated with the offering.

As a result of this structure, we are considered an UPREIT, or an umbrella partnership real estate investment trust. An UPREIT is a structure that REITs often use to acquire real property from sellers on a tax-deferred basis because the sellers can generally accept partnership units and defer taxable gain otherwise required to be recognized by them upon the disposition of their properties. Such sellers may also desire to achieve diversity in their investment and other benefits afforded to stockholders in a REIT. For purposes of satisfying the asset and income tests for qualification as a REIT, the REIT’s proportionate share of the assets and income of the Operating Partnership will be deemed to be assets and income of the REIT.

If we ever decide to acquire properties in exchange for units of limited partnership interest in the Operating Partnership, we expect to amend and restate the partnership agreement to provide substantially as set forth below.

Capital Contributions

We would expect the partnership agreement to require us to contribute the proceeds of any offering of our shares of stock to the Operating Partnership as an additional capital contribution. If we did contribute additional capital to the Operating Partnership, we would receive additional partnership units and our percentage interest in the Operating Partnership would be increased on a proportionate basis based upon the amount of such additional capital contributions and the value of the Operating Partnership at the time of such contributions. We also expect that the partnership agreement would allow us to cause the Operating Partnership to issue partnership interests for less than their fair market value if we conclude in good faith that such issuance is in the best interest of the Operating Partnership and us. The Operating Partnership would also be able to issue preferred partnership interests in connection with acquisitions of property or otherwise. These preferred partnership interests could have priority over common partnership interests with respect to distributions from the Operating Partnership, including priority over the partnership interests that we would own as a limited partner. If the Operating Partnership would require additional funds at any time in excess of capital contributions made by us or from borrowing, we could borrow funds from a financial institution or other lender and lend such funds to the Operating Partnership on the same terms and conditions as are applicable to our borrowing of such funds.

Operations

We would expect the partnership agreement to provide that, so long as we remain qualified as a REIT, the Operating Partnership would be operated in a manner that would enable us to satisfy the requirements for being classified as a REIT for tax purposes. We would also have the power to take actions to ensure that the Operating Partnership would not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Internal Revenue Code. Classification as a publicly traded partnership could result in the Operating Partnership being taxed as a corporation, rather than as a partnership.

Distributions and Allocations of Profits and Losses

The partnership agreement would provide that the Operating Partnership would distribute cash flow from operations to its partners in accordance with their respective percentage interests on at least a monthly basis in amounts that we determine. The effect of these distributions would be that a holder of one unit of limited partnership interest in our Operating Partnership would receive the same amount of annual cash flow distributions as the amount of annual distributions paid to the holder of one of our shares of common stock.

Similarly, the partnership agreement would provide that the Operating Partnership would allocate taxable income to its partners in accordance with their respective percentage interests. Subject to compliance with the provisions of Sections 704(b) and 704(c) of the Internal Revenue Code and the corresponding Treasury regulations, the effect of these allocations would be that a holder of one unit of limited partnership interest in the Operating Partnership would be allocated taxable income for each taxable year in an amount equal to the amount of taxable income to be recognized by a holder of one of our

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shares of common stock. Losses, if any, would generally be allocated among the partners in accordance with their respective percentage interests in the Operating Partnership. Losses could not be passed through to our stockholders.

Upon liquidation of the Operating Partnership, after payment of, or adequate provision for, debts and obligations of the Operating Partnership, including partner loans, any remaining assets of the Operating Partnership would be distributed to its partners in accordance with their respective positive capital account balances.

Rights, Obligations and Powers of the General Partner

We would expect to be the sole general partner of the Operating Partnership. As sole general partner, we generally would have complete and exclusive discretion to manage and control the Operating Partnership’s business and to make all decisions affecting its assets. Under an amended and restated partnership agreement, we would also expect to have the authority to:

• acquire, purchase, own, manage and dispose of loans, securities, real property and any other assets;

• construct buildings and make other improvements on owned or leased properties;

• authorize, issue, sell, redeem or otherwise purchase any debt or other securities;

• borrow or loan money;

• originate loans;

• make or revoke any tax election;

• maintain insurance coverage in amounts and types as we determine is necessary;

• retain employees or other service providers;

• form or acquire interests in joint ventures; and

• merge, consolidate or combine the Operating Partnership with another entity.

Under an amended and restated partnership agreement, we expect that the Operating Partnership would continue to pay all of the administrative and operating costs and expenses it incurs in acquiring or originating and operating and managing investments. The Operating Partnership would also pay all of our administrative costs and expenses and such expenses would be treated as expenses of the Operating Partnership. Such expenses would include:

• all expenses relating to our organization and continuity of existence;

• all expenses relating to the public offering and registration of our securities;

• all expenses associated with the preparation and filing of our periodic reports under federal, state or local laws or regulations;

• all expenses associated with our compliance with applicable laws, rules and regulations; and

• all of our other operating or administrative costs incurred in the ordinary course of business.

The only costs and expenses we could incur that the Operating Partnership would not reimburse would be costs and expenses relating to assets we may own outside of the Operating Partnership. We would pay the expenses relating to such assets directly.

Exchange Rights

We expect that an amended and restated partnership agreement would also provide for exchange rights. We expect the limited partners of the Operating Partnership would have the right to cause the Operating Partnership to redeem their units of limited partnership interest for cash equal to the value of an equivalent number of our shares, or, at our option, we could purchase their units of limited partnership interest for cash or by issuing one share of our common stock for each unit redeemed. Limited partners, however, would not be able to exercise this exchange right if and to the extent that the delivery of our shares upon such exercise would:

• result in any person owning shares in excess of the ownership limit in our charter (unless exempted by our board of directors);

• result in our shares being owned by fewer than 100 persons;

• result in our shares being “closely held” within the meaning of Section 856(h) of the Internal Revenue Code; or

• cause us to own 10% or more of the ownership interests in a tenant within the meaning of Section 856(d)(2)(B) of the Internal Revenue Code.

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Furthermore, limited partners could exercise their exchange rights only after their units of limited partnership interest had been outstanding for one year. A limited partner could not deliver more than two exchange notices each calendar year and would not be able to exercise an exchange right for less than 1,000 units of limited partnership interest, unless such limited partner held less than 1,000 units. In that case, he would be required to exercise his exchange right for all of his units.

Change in General Partner

We expect that we generally would not be able to withdraw as the general partner of the Operating Partnership or transfer our general partnership interest in the Operating Partnership (unless we transferred our interest to a wholly owned subsidiary). The principal exception to this would be if we merged with another entity and (i) the holders of a majority of partnership units (including those we held) approved the transaction; (ii) the limited partners received or had the right to receive an amount of cash, securities or other property equal in value to the amount they would have received if they had exercised their exchange rights immediately before such transaction; (iii) we were the surviving entity and our stockholders did not receive cash, securities or other property in the transaction; or (iv) the successor entity contributed substantially all of its assets to the Operating Partnership in return for an interest in the Operating Partnership and agreed to assume all obligations of the general partner of the Operating Partnership. If we voluntarily sought protection under bankruptcy or state insolvency laws, or if we were involuntarily placed under such protection for more than 90 days, we would be deemed to be automatically removed as the general partner. Otherwise, the limited partners would not have the right to remove us as general partner.

Transferability of Interests

With certain exceptions, the limited partners would not be able to transfer their interests in the Operating Partnership, in whole or in part, without our written consent as the general partner.

Amendment of Limited Partnership Agreement

We expect amendments to the amended and restated partnership agreement would require the consent of the holders of a majority of the partnership units including the partnership units we and our affiliates held. Additionally, we, as general partner, would be required to approve any amendment. We expect that certain amendments would have to be approved by a majority of the units held by third-party limited partners.

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PLAN OF DISTRIBUTION

General

We are offering up to $1,000,000,000 of shares of our common stock pursuant to this prospectus. Our offering consists of up to $750,000,000 of shares of our common stock in our primary offering and up to $250,000,000 of shares of our common stock pursuant to our dividend reinvestment plan. We reserve the right to reallocate shares of common stock between our primary offering and our dividend reinvestment plan.

This offering is being conducted on a “best efforts” basis through KBS Capital Markets Group LLC, our dealer manager. Because this is a “best efforts” offering, KBS Capital Markets Group must use only its best efforts to sell the shares and has no firm commitment or obligation to purchase any of our shares. KBS Capital Markets Group is indirectly owned and controlled by our sponsors. For additional information about our dealer manager, including information related to its affiliation with us and our advisor, see “Management–Other Affiliates–Dealer Manager,” “Conflicts of Interest–Affiliated Dealer Manager” and “–Certain Conflict Resolution Measures.”

We are currently offering to the public four classes of shares of our common stock in our primary offering and pursuant to our dividend reinvestment plan: Class T shares, Class S shares, Class D shares and Class I shares. We are offering to sell any combination of the share classes being offered in this offering. All investors must meet the suitability standards discussed in the section of this prospectus entitled “Suitability Standards.” The share classes have different upfront selling commissions and dealer manager fees and different ongoing distribution fees.

Our Class T shares, Class S shares, Class D shares and Class I shares are available for different categories of investors. Class T and Class S shares are available to the general public. Class D shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class D shares, (2) through participating broker-dealers that have alternative fee arrangements with their clients to provide access to Class D shares, (3) through investment advisers that are registered under the Investment Advisers Act of 1940 or applicable state law and direct clients to trade with a broker-dealer that offers Class D shares, (4) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (5) other categories of investors that we name in an amendment or supplement to this prospectus. Class I shares are available for purchase in this offering only (1) by institutional accounts as defined by FINRA Rule 4512(c), (2) through bank-sponsored collective trusts and bank-sponsored common trusts, (3) by retirement plans (including a trustee or custodian under any deferred compensation or pension or profit sharing plan or payroll deduction IRA established for the benefit of the employees of any company), foundations or endowments, (4) through certain financial intermediaries that are not otherwise registered with or as a broker-dealer and that direct clients to trade with a broker-dealer that offers Class I shares, (5) through investment advisers registered under the Investment Advisers Act of 1940 or applicable state law that are also registered with or as a broker-dealer, whose broker-dealer does not receive any compensation from us or the dealer manager, (6) by our executive officers and directors and their immediate family members, as well as officers and employees of our advisor or other affiliates of our advisor and their immediate family members and, if approved by our board of directors, joint venture partners, consultants and other service providers, (7) through bank trust departments or any other organization or person authorized to act as a fiduciary for its clients or customers and (8) by any other categories of purchasers that we name in an amendment or supplement to this prospectus.

If you are eligible to purchase more than one class of shares, you should consider, among other things, the amount of your investment, the length of time you intend to hold the shares, the upfront selling commissions, dealer manager fees and distribution fees attributable to the Class T, Class S, Class D or Class I shares and whether you qualify for any selling commission discounts described below. Before making your investment decision, please consult with your investment adviser regarding your account type and the classes of common stock you may be eligible to purchase. Neither the dealer manager nor its affiliates will directly or indirectly compensate any person engaged as an investment advisor or bank trust department by a potential investor as an inducement for such investment advisor or bank trust department to advise favorably for an investment in us.

We expect our dealer manager to authorize other broker-dealers that are members of FINRA, which we refer to as “participating broker-dealers,” to sell our shares. The participating broker-dealers are not obligated to obtain any subscriptions on our behalf, and we cannot assure you that any shares of common stock will be sold. Although we expect that most sales will be made through participating broker-dealers, in certain situations our dealer manager may make sales without a participating broker-dealer. In addition, we may make issuer direct sales with respect to shares purchased in this offering, including purchases by our executive officers and directors and their immediate family members, as well as officers and employees of our advisor and its affiliates and certain institutional investors; this will not have any effect on the price they pay for their shares.

Pursuant to this prospectus, we are offering to the public all of the shares that we have registered. Although we have

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registered a fixed dollar amount of our shares, we intend effectively to conduct a continuous offering of an unlimited number of shares of our common stock over an unlimited time period by filing a new registration statement prior to the end of the three-year period described in Rule 415 under the Securities Act. In certain states, the registration of our offering may continue for only one year following the initial clearance by applicable state authorities, after which we will renew the offering period for additional one-year periods (or longer, if permitted by the laws of each particular state).

We reserve the right to terminate this offering at any time and to extend our offering term to the extent permissible under applicable law.

Purchase of Shares

The per share purchase price for shares of our common stock will equal the then-current transaction price, which will generally be the most recently disclosed monthly NAV per share of the class of share being purchased, plus applicable upfront selling commissions and dealer manager fees. Although the price you pay for shares of our common stock will generally be based on the most recently disclosed monthly NAV per share, the NAV per share of such stock for the month in which you make your purchase may be significantly different. We may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the most recently disclosed monthly NAV per share (including by updating a previously disclosed transaction price) or suspend our offering in cases where we believe there has been a material change (positive or negative) to our NAV per share relative to the most recently disclosed monthly NAV per share. Each class of shares may have a different NAV per share because distribution fees are charged differently with respect to each class. See “Net Asset Value Calculation and Valuation Procedures” for more information about the calculation of NAV per share.

Our NAV per share and transaction price per share will be available generally within 15 calendar days after the end of the applicable month. Promptly following the determination of our monthly NAV per share and transaction price per share, we will file a prospectus supplement or post-effective amendment to the registration statement with the SEC disclosing the NAV per share, the principal valuation components of our NAV, the transaction price per share and the effective date of the new transaction price. In addition, each month, our NAV per share and transaction price per share for each class of common stock will be (1) posted on our website, www.kbsstrategicopportunityreit.com, and (2) made available on our toll-free, automated telephone line, [    ]. The new transaction price for each share class will become effective three business days after such transaction price is disclosed by us. We will not accept any subscription agreements during the three business day period following publication of the new transaction prices. If you have not received notification of acceptance of your purchase request before the 15th calendar day of the month, you should check whether your purchase request has been accepted by us by contacting the transfer agent, your financial intermediary or directly on our toll-free, automated telephone line, [    ]. If your subscription agreement has not been accepted by us prior to our publication of the transaction prices, you may withdraw your purchase request during the three business day period immediately prior to the effectiveness of the new transaction prices by notifying the transfer agent, your financial intermediary or directly on our toll-free, automated telephone line, [    ]. The purchase price per share to be paid by you will be based on the transaction price that is in effect on the date that your completed subscription agreement has been accepted by us. We generally expect that all subscription agreements received by us in “good order” with all required supporting documentation will be processed and accepted by us promptly. There may be a delay between your purchase decision and the acceptance caused by time necessary for you and your participating broker-dealer to put a subscription agreement in “good order,” which means, for these purposes, that all required information has been completed, all proper signatures have been provided, and funds for payment have been provided. As a result of this process, the price per share at which your purchase request is executed may be different than the price per share on the date you submitted your subscription agreement.

If you participate in our dividend reinvestment plan, the cash distributions attributable to the class of shares that you purchase in our primary offering will be automatically invested in additional shares of the same class. Shares are offered pursuant to our dividend reinvestment plan at the transaction price at the time the distribution is payable, which will generally be equal to our most recently disclosed monthly NAV per share for that share class.

In contrast to securities traded on an exchange or over-the-counter, where the price often fluctuates as a result of, among other things, the supply and demand of securities in the trading market, our NAV will be calculated once monthly using our valuation methodology, and the price at which we sell new shares and redeem outstanding shares will not change depending on the level of demand by investors or the volume of redemption requests.

Frequent Trading Policies

We may reject for any reason, or cancel as permitted or required by law, any subscriptions for shares of our common stock.

For example, we may reject any subscriptions from market timers or investors that, in our opinion, may be disruptive to our operations. Frequent purchases and sales of our shares can harm stockholders in various ways, including

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reducing the returns to long-term stockholders by increasing our costs, disrupting portfolio management strategies and diluting the value of the shares of long-term stockholders. Among other things, the following activities may be considered by us to be frequent trading:

• any stockholder who redeems their shares of our common stock within 30 calendar days of the purchase of such shares;

• transactions deemed harmful or excessive by us (including but not limited to patterns of purchases and redemptions), in our sole discretion; and

• transactions initiated by financial advisors, among multiple stockholder accounts, that in the aggregate are deemed harmful or excessive.

Underwriting Compensation

We have entered into a dealer manager agreement with the dealer manager, pursuant to which the dealer manager agrees to, among other things, manage our relationships with third-party broker-dealers engaged by the dealer manager to participate in the distribution of shares of our common stock, which we refer to as “participating broker-dealers,” and financial advisors. The dealer manager also coordinates our marketing and distribution efforts with participating broker-dealers and their registered representatives with respect to communications related to the terms of the offering, our investment strategies, material aspects of our operations and subscription procedures. We will not pay referral or similar fees to any accountants, attorneys or other persons in connection with the distribution of our shares.

Summary

The following table shows the upfront selling commissions and dealer manager fees payable at the time you subscribe for Class T, Class S, Class D or Class I shares.

	Maximum Upfront Selling Commissions as a % of Transaction Price			Maximum Upfront Dealer Manager Fees as a % of Transaction Price
Class T shares		up to 3.0	%		0.5	%
Class S shares		up to 3.5	%		None
Class D shares		None			None
Class I shares		None			None

The following table shows the distribution fees we will pay the dealer manager with respect to the Class T, Class S, Class D and Class I shares on an annualized basis as a percentage of our NAV for such class. The distribution fees will be paid monthly in arrears.

	Distribution Fee as a % of NAV
Class T shares		0.85	%(1)
Class S shares		0.85	%
Class D shares		0.30	%
Class I shares		None

(1) Consists of an advisor distribution fee and a dealer distribution fee. We expect that generally the advisor distribution fee will equal 0.65% per annum and the dealer distribution fee will equal 0.20% per annum, of the aggregate NAV for each Class T share. However, with respect to certain Class T shares, the advisor distribution fee and the dealer distribution fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares.

Upfront Selling Commissions and Dealer Manager Fees

Class T and Class S shares. Subject to any discounts described below, the dealer manager will be entitled to receive upfront selling commissions of up to 3.0%, and dealer manager fees of 0.5%, of the transaction price per share of each Class T share sold in the primary offering, however such amounts may vary at certain participating broker-dealers provided that the sum will not exceed 3.5% of the transaction price. Subject to any discounts described below, the dealer manager will be

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entitled to receive upfront selling commissions of up to 3.5% of the transaction price of each Class S share sold in the primary offering. The dealer manager anticipates that all or a portion of the upfront selling commissions and dealer manager fees will be retained by, or reallowed (paid) to, participating broker-dealers.

Investors who purchase $150,000 or more in Class T or Class S shares from the same broker-dealer, whether in a single purchase or as the result of multiple purchases, may be eligible, depending on the policies of their participating broker-dealer, for volume discounts on the upfront selling commissions. The dealer manager and any participating broker-dealers that offer volume discounts to their clients and their registered representatives will be responsible for implementing the volume discounts. The net offering proceeds we receive will not be affected by any reduction of upfront selling commissions. Certain participating broker-dealers may elect not to offer volume discounts to their clients.

The following table illustrates the various discount levels that may be offered for Class T and Class S shares purchased in the primary offering:

Your Investment	Upfront Selling Commissions as a % of Transaction Price of Class S Share			Upfront Selling Commissions as a % of Transaction Price of Class T Share
Up to $149,999.99		3.50	%		3.00	%
$150,000 to $499,999.99		3.00	%		2.50	%
$500,000 to $999,999.99		2.50	%		2.00	%
$1,000,000 and up		2.00	%		1.50	%

If you qualify for a volume discount as the result of multiple purchases of our Class T or Class S shares, you will receive the benefit of the applicable volume discount for the individual purchase which qualified you for the volume discount, but you will not be entitled to the benefit for prior purchases. Additionally, once you qualify for a volume discount, you will receive the benefit for subsequent purchases through the same participating broker-dealer. For this purpose, if you purchase Class T or Class S shares issued and sold in this offering you will receive the benefit of such Class T or Class S share purchases in connection with qualifying for volume discounts in our subsequent offerings through the same participating broker-dealer.

For purposes of qualifying for a volume discount as the result of multiple purchases of shares, only an individual or entity with the same social security number or taxpayer identification number, as applicable may combine their purchases as a “single purchaser”; provided that, certain participating broker-dealers may also combine purchases by an individual investor and his or her spouse living in the same household as a “single purchaser” for purposes of determining the applicable volume discount.

Requests to combine purchase orders of Class T or Class S shares as a part of a combined order for the purpose of qualifying for discounts or fee waivers must be made in writing by the broker-dealer, and any resulting reduction in upfront selling commissions will be prorated among the separate subscribers. As with discounts provided to other purchasers, the net proceeds we receive from the sale of shares will not be affected by discounts provided as a result of a combined order.

In addition, we will not pay selling commissions or dealer manager fees with respect to sales of Class T or S shares through either of the following distribution channels: (1) through fee-based programs, also known as wrap accounts or (2) through investment advisers registered under the Investment Advisers Act of 1940 or applicable state law.

Your ability to receive a discount or fee waiver based on combining orders or otherwise may depend on the financial advisor or broker-dealer through which you purchase your Class T or Class S shares. An investor qualifying for a discount will receive a higher percentage return on his or her investment than investors who do not qualify for such discount. Accordingly, you should consult with your financial advisor about the ability to receive such discounts or fee waivers before purchasing Class T or Class S shares.

Any discounts or fee waivers will reduce the purchase price per Class T or Class S share, as applicable, and thereby allow the purchase of additional shares for the same investment amount. However, discounts or fee waivers may have the effect of lengthening the period of time such shares are subject to distribution fees, as lower upfront selling commissions or dealer manager fees will lengthen the amount of time it takes to reach the conversion thresholds described below under “ —Distribution Fees.”

Class D and Class I shares. No upfront selling commissions will be paid with respect to Class D and Class I shares sold in this offering. However, in certain circumstances the dealer manager may pay certain supplemental fees or commissions in connection with the sale of Class I shares in this offering as described below under “ —Supplemental Fees and Commissions – Class I shares.”

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We do not pay upfront selling commissions or dealer manager fees on shares sold pursuant to our dividend reinvestment plan.

Distribution Fees

Class T, Class S and Class D Shares

Subject to FINRA limitations on underwriting compensation and certain other limitations described below, we will pay the dealer manager a distribution fee (i) with respect to our outstanding Class T shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class T shares, consisting of an advisor distribution fee and a dealer distribution fee, which we generally expect will equal 0.65% per annum and 0.20% per annum, respectively, of the aggregate NAV for the Class T shares, provided, however, that with respect to certain Class T shares, the advisor distribution fee and the dealer distribution fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares, (ii) with respect to our outstanding Class S shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class S shares and (iii) with respect to our outstanding Class D shares equal to 0.30% per annum of the aggregate NAV of our outstanding Class D shares.

The distribution fees will be paid monthly in arrears. The dealer manager will reallow (pay) all or a portion of the distribution fees to participating broker-dealers and servicing broker-dealers as described below. Because the distribution fees with respect to the shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under our dividend reinvestment plan.

Eligibility to receive the distribution fee with respect to any Class T, Class S or Class D share is conditioned on a broker-dealer acting as the broker-dealer of record or acting as a servicing broker-dealer with respect to such share. If the applicable broker-dealer is not eligible to receive the distribution fee, the dealer manager will waive the distribution fee that such broker-dealer would have otherwise been eligible to receive; provided, however, that the dealer manager shall retain the distribution fees to the extent that it serves as the broker-dealer of record in connection with any of the shares sold in this offering. The distribution fees are ongoing fees that are not paid at the time of purchase.

We will cease paying the distribution fees with respect to individual Class T, Class S and Class D shares when they are no longer outstanding, including as a result of conversion to Class I shares. Each Class T, Class S or Class D share held within a stockholder’s account shall automatically and without any action on the part of the holder thereof convert into a number of Class I shares at the Applicable Conversion Rate (as defined below) on the earliest of (a) a listing of any shares of our common stock on a national securities exchange, (b) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets and (c) the end of the month in which the dealer manager in conjunction with our transfer agent determines that the total upfront selling commissions, upfront dealer manager fees and ongoing distribution fees paid with respect to all shares of such class held by such stockholder within such account (including shares purchased through a dividend reinvestment plan or received as stock dividends) equals or exceeds 8.75% (or a lower limit set forth in any applicable agreement between the dealer manager and a participating broker-dealer, provided that the dealer manager advises our transfer agent of the lower limit in writing) of the aggregate purchase price of all shares of such class held by such stockholder within such account and purchased in a primary offering (i.e., an offering other than a dividend reinvestment plan).

In addition, after termination of a primary offering registered under the Securities Act, we will cease paying the distribution fees with respect to each Class T, Class S or Class D share sold in that primary offering, each Class T, Class S or Class D share sold under a dividend reinvestment plan pursuant to the same registration statement that was used for that primary offering, and each Class T, Class S or Class D share received as a stock dividend with respect to such shares sold in such primary offering or dividend reinvestment plan, on the date when, we, with the assistance of the dealer manager, determine that all underwriting compensation paid or incurred with respect to the offerings covered by that registration statement from all sources, determined pursuant to the rules and guidance of FINRA, would be in excess of 10% of the aggregate purchase price of all shares sold for the account of the company through that primary offering. Further, each such share shall automatically and without any action on the part of the holder thereof convert into a number of Class I shares at the Applicable Conversion Rate at the end of the month in which such determination is made.

As used above, the “Applicable Conversion Rate” means (a) with respect to Class T shares, a ratio whereby the numerator is the most recently disclosed monthly Class T NAV per share and the denominator is the most recently disclosed monthly Class I NAV per share, (b) with respect to Class S shares, a ratio whereby the numerator is the most recently disclosed monthly Class S NAV per share and the denominator is the most recently disclosed monthly Class I NAV per share, and (c) with respect to Class D shares, a ratio whereby the numerator is the most recently disclosed monthly Class D NAV per share and the denominator is the most recently disclosed monthly Class I NAV per share. For each class of shares, the NAV per share shall be calculated as described in the most recent valuation procedures approved by our board of

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directors. Because we currently expect to allocate ongoing distribution fee expenses to our Class T, Class S and Class D shares through their distributions, and not through their NAV per share, we currently expect the Applicable Conversion Rate to remain 1:1 for our Class T, Class S and Class D shares.

Limits on Underwriting Compensation

The dealer manager will monitor the aggregate amount of underwriting compensation that we pay in connection with this offering in order to ensure we comply with the underwriting compensation limits of applicable FINRA rules. FINRA rules also limit our total organization and offering expenses (including upfront selling commissions, bona fide due diligence expenses and other underwriting compensation) to 15% of our gross offering proceeds from this offering. After the termination of the primary offering and again after termination of the offering under our dividend reinvestment plan, our advisor has agreed to reimburse us to the extent that total cumulative organization and offering expenses (including selling commissions, the dealer manager fee and the distribution fee) that we incur exceed 15% of our gross proceeds from the applicable offering.

The following table assumes that (1) we sell the maximum primary offering amount, (2) 1/6 of primary offering gross proceeds come from sales of Class T shares, 1/6 of primary offering gross proceeds come from sales of Class S shares, 1/3 of primary offering gross proceeds come from sales of Class D shares and 1/3 of primary offering gross proceeds come from sales of Class I shares, (3) no shares are reallocated between the primary offering and the dividend reinvestment plan, and (4) all Class T and Class S shares are sold with the highest possible upfront selling commissions and dealer manager fees. The table does not give effect to any shares issued pursuant to our dividend reinvestment plan. The following table also assumes that we will cease paying distribution fees with respect to any Class T, Class S and Class D shares after the time the total upfront selling commissions, dealer manager fees and distribution fees with respect to such Class T, Class Sand Class D share reach 8.75% of the gross proceeds from the offering of such Class T, Class S or Class D share.

Dealer Manager and Participating Broker-Dealer Compensation

	Total Compensation		% of Primary Offering                      Gross Proceeds
Upfront selling commissions and dealer manager fees	$	8,454,106	1.13%
Distribution fees(1)		35,295,894	4.71%
Other underwriting compensation:
Expense reimbursements for retail activities (2)(3)		2,690,080	0.36%
Expense reimbursements for wholesaling activities (3)(4)		15,018,890	2.00%
Legal fees allocable to our dealer manager (3)		100,000	*
Promotional items (3)		150,000	*
Bonus pool program(5)		13,291,030	1.77
Total	$	75,000,000	10.0%

^* Less than 0.1%

⁽¹⁾ We will pay the dealer manager a distribution fee with respect to our outstanding Class T, Class S and Class D shares as described above under “ —Distribution Fees – Class T, Class S and Class D shares.” The numbers presented reflect that distribution fees are paid over a number of years, and as a result, will cumulatively increase above the per annum percentage amounts over time. The dealer manager will reallow (pay) all or a portion of the distribution fee to participating broker-dealers and servicing broker-dealers with respect to such shares, and will waive distribution fees to the extent a broker-dealer is not eligible to receive it, provided, however, that the dealer manager shall retain the distribution fees to the extent that it acts as the broker-dealer of record in connection with any of the shares sold in this offering. The distribution fees are ongoing fees that are not paid at the time of purchase.

⁽²⁾ These fees will consist primarily of reimbursements for attendance and sponsorship fees payable to participating broker-dealers hosting a retail seminar and the travel, meals and lodging costs of representatives of participating broker-dealers to attend bona fide training and education meetings hosted by us.

⁽³⁾ We reimburse KBS Capital Markets Group or its affiliates for these expenses other than wholesaling compensation expenses noted in footnote 4 below. In some cases, these payments serve to reimburse our dealer manager for amounts it has paid to participating broker-dealers for the items noted.

⁽⁴⁾ These fees will consist primarily of (i) the travel, meals and lodging costs incurred by registered persons associated with our dealer manager to attend (a) retail conferences sponsored by participating broker-dealers, other meetings with participating broker-dealers and industry conferences, and (b) bona fide training and education meetings hosted by us, (ii) wholesaling compensation expenses (which expenses we are not reimbursing our dealer manager), and (iii) reimbursement of the portion of a dual employee’s salary paid by KBS Capital Markets Group attributable to time spent planning and coordinating bona fide training and education meetings on our behalf.

⁽⁵⁾ As discussed more fully below, after the completion of the primary offering, to the extent that total underwriting compensation for the primary offering is less than 10% of the gross offering proceeds of the primary offering, KBS Capital Markets Group may establish a bonus pool program for certain employees. The bonus pool would be funded by our sponsors, and would not be reimbursed by us or paid from offering proceeds.

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After the completion of this primary offering, to the extent that total underwriting compensation for this primary offering is less than 10% of the gross offering proceeds of this primary offering, KBS Capital Markets Group may establish a bonus pool program for employees that participated in this offering and certain other employees that provided substantial stockholder services to our stockholders. The amount of funds available for any such bonus pool would be specifically limited to an amount that would not cause total underwriting compensation in this primary offering to exceed 10% of gross offering proceeds of this primary offering. The bonus pool would be funded by our sponsor, most likely from advisory fees payable to KBS Capital Advisors under the advisory agreement, although the exact source of funds has not been determined.

Term of the Dealer Manager Agreement

Our agreement with the dealer manager may be terminated by either party upon 60 days’ written notice.

Indemnification

To the extent permitted by law and our charter, we will indemnify the participating broker-dealers and our dealer manager against some civil liabilities, including certain liabilities under the Securities Act of 1933 and liabilities arising from breaches of our representations and warranties contained in the dealer manager agreement. See “Management—Limited Liability and Indemnification of Directors, Officers, Employees and Other Agents.”

Suitability Standards

Our sponsor, those selling shares on our behalf and participating broker-dealers and registered investment advisors recommending the purchase of shares in this offering have the responsibility to make every reasonable effort to determine that your purchase of shares in this offering is a suitable and appropriate investment for you based on information provided by you regarding your financial situation and investment objectives. In making this determination, these persons have the responsibility to ascertain that you:

• meet the minimum income and net worth standards set forth under “Suitability Standards” immediately following the cover page of this prospectus;

• can reasonably benefit from an investment in our shares based on your overall investment objectives and portfolio structure;

• are able to bear the economic risk of the investment based on your overall financial situation;

• are in a financial position appropriate to enable you to realize to a significant extent the benefits described in this prospectus of an investment in our shares; and

• have apparent understanding of:

• the fundamental risks of the investment;

• the risk that you may lose your entire investment;

• the lack of liquidity of our shares;

• the restrictions on transferability of our shares; and

• the tax consequences of your investment.

Relevant information for this purpose will include at least your age, investment objectives, investment experience, income, net worth, financial situation and other investments as well as any other pertinent factors. Our sponsor, those selling shares on our behalf and participating broker-dealers and registered investment advisors recommending the purchase of shares in this offering must maintain, for a six-year period, records of the information used to determine that an investment in shares is suitable and appropriate for you.

Until our shares of common stock are listed on a national securities exchange, subsequent purchasers, i.e., potential purchasers of your shares, must also meet the net worth or income standards.

Minimum Purchase Requirements

The minimum initial purchase is $2,500 for Class T, Class S or Class D shares, and $1,000,000 (unless waived by us) for Class I shares. If you have satisfied the applicable minimum purchase requirement, any additional purchase must be in amounts of at least $500. The investment minimum for subsequent purchases does not apply to shares purchased pursuant to our dividend reinvestment plan.

With respect to purchases of our Class T, Class S or Class D shares only, if you own 400 shares in any other KBS-sponsored public program, you may invest less than the minimum amount set forth above, but in no event less than $500, unless you are investing distributions from a KBS-sponsored public program. If you are investing distributions from a KBS-sponsored public program and you own the minimum investment in shares from a KBS-sponsored public program, then there

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is no minimum investment in our Class T , Class S or Class D shares.

In order to satisfy this minimum purchase requirement, unless otherwise prohibited by state law, a husband and wife may jointly contribute funds from their separate IRAs, provided that each such contribution is made in increments of $500. You should note that an investment in our shares will not, in itself, create a retirement plan and that, in order to create a retirement plan, you must comply with all applicable provisions of the Internal Revenue Code.

Unless you are transferring all of your shares, you may not transfer your shares in a manner that causes you or your transferee to own fewer than $2,000 in shares, except for the following transfers without consideration: transfers by gift, transfers by inheritance, intrafamily transfers, family dissolutions, transfers to affiliates and transfers by operation of law. Unless we revise them, these minimum investment requirements are applicable until our shares of common stock are listed on a national securities exchange, and these requirements may make it more difficult for you to sell your shares.

Investments by Qualified Accounts

Funds from qualified accounts will be accepted if received in installments that together meet the minimum or subsequent investment amount, as applicable, so long as the total subscription amount was indicated on the subscription agreement and all funds are received within a 90-day period.

Initial Investment Reimbursement

If an investor purchases shares in our primary offering net of commissions through a registered investment advisor with whom the investor has agreed to pay compensation for investment advisory services or other financial or investment advice and if in connection with such purchase the investor must also pay a broker-dealer for custodial or other services relating to holding the shares in the investor’s account, we will reduce the aggregate purchase price of the investor’s shares by the amount of the annual custodial or other fees paid to the broker-dealer in an amount up to $250. Each investor will receive only one reduction in purchase price for such fees and this reduction in the purchase price of our shares is only available for the investor’s initial investment in our common stock. The investor must include the “Request for Broker Dealer Custodial Fee Reimbursement Form” with his or her subscription agreement to have the purchase price of the investor’s initial investment in shares reduced by the amount of his or her annual custodial fee.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to the effects of interest rate changes as a result of borrowings used to maintain liquidity, fund distributions and to fund the refinancing of our real estate investment portfolio and operations. We may also be exposed to the effects of changes in interest rates as a result of the acquisition and origination of mortgage, mezzanine, bridge and other loans and the acquisition of real estate securities. We are also exposed to the effects of foreign currency changes in Israel with respect to the 4.25% bonds issued to Israeli investors in March 2016. Our profitability and the value of our investment portfolio may be adversely affected during any period as a result of interest rate changes and foreign currency changes. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings, prepayment penalties and cash flows and to lower overall borrowing costs. We may manage interest rate risk by maintaining a ratio of fixed rate, long-term debt such that floating rate exposure is kept at an acceptable level. In addition, we may utilize a variety of financial instruments, including interest rate caps, floors, and swap agreements, in order to limit the effects of changes in interest rates on our operations. In order to limit the effects of changes in foreign currency on our operations, we may utilize a variety of foreign currency hedging strategies such as cross currency swaps, forward contracts, puts or calls. When we use these types of derivatives to hedge the risk of interest-earning assets or interest-bearing liabilities, we may be subject to certain risks, including the risk that losses on a hedge position will reduce the funds available for payments to holders of our common stock and that the losses may exceed the amount we invested in the instruments. Additionally, certain of these strategies may cause us to fund a margin account periodically to offset changes in foreign currency rates which may also reduce the funds available for payments to holders of our common stock.

As of September 30, 2017, we had entered into one foreign currency option, a USD put/ILS call option, to hedge against a change in the exchange rate of the Israeli new Shekel versus the U.S. Dollar. The foreign currency option expires in August 2018 and has an aggregate U.S. Dollar notional amount of $285.4 million. The Company has the right, but not the obligation, to purchase up to 970.2 million Israeli Shekels at the rate of ILS 3.4 per USD.

As of September 30, 2017, we held 0.2 million Israeli new Shekels and 21.8 million Israeli new Shekels in cash and restricted cash, respectively. In addition, as of September 30, 2017, we had bonds outstanding and the related interest payable in the amounts of 970.2 million Israeli new Shekels and 20.6 million Israeli new Shekels, respectively. Foreign currency exchange rate risk is the possibility that our financial results could be better or worse than planned because of changes in foreign currency exchange rates. Based solely on the remeasurement for the nine months ended September 30, 2017, if foreign currency exchange rates were to increase or decrease by 10%, our net income would increase or decrease by approximately $24.6 million and $30.0 million for the same period, respectively. The foreign currency transaction income or loss as a result of the change in foreign currency exchange rates does not take into account any gains or losses on our foreign currency option as a result of such change, which would reduce our foreign currency exposure.

We borrow funds at a combination of fixed and variable rates. Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate debt unless such instruments mature or are otherwise terminated. However, interest rate changes will affect the fair value of our fixed rate instruments. As of September 30, 2017, the fair value of our KBS SOR (BVI) Holdings, Ltd. Series A Debentures was $288.8 million and the outstanding principal balance was $274.5 million. As of September 30, 2017, excluding the KBS SOR (BVI) Holdings, Ltd. Series A Debentures, the fair value of our fixed rate debt was $32.7 million and the outstanding principal balance of our fixed rate debt was $30.9 million. The fair value estimate of our KBS SOR (BVI) Holdings, Ltd. Series A Debentures was calculated using the quoted bond price as of September 30, 2017 on the Tel Aviv Stock Exchange of 105.20 Israeli new Shekels. The fair value estimate of our fixed rate debt was calculated using a discounted cash flow analysis utilizing rates we would expect to pay for debt of a similar type and remaining maturity if the loans were originated as of September 30, 2017. As we expect to hold our fixed rate instruments to maturity and the amounts due under such instruments would be limited to the outstanding principal balance and any accrued and unpaid interest, we do not expect that fluctuations in interest rates, and the resulting changes in fair value of our fixed rate instruments, would have a significant impact on our operations.

Conversely, movements in interest rates on variable rate debt would change our future earnings and cash flows, but would not significantly affect the fair value of those instruments. However, changes in required risk premiums would result in changes in the fair value of floating rate instruments. As of September 30, 2017, we were exposed to market risks related to fluctuations in interest rates on $694.7 million of variable rate debt outstanding. Based on interest rates as of September 30, 2017, if interest rates were 100 basis points higher or lower during the 12 months ending September 30, 2018, interest expense on our variable rate debt would increase or decrease by $6.9 million. The weighted-average interest rates of our fixed rate debt and variable rate debt as of September 30, 2017 were 4.3% and 3.5%, respectively. The weighted-average interest rates represent the actual interest rate in effect as of September 30, 2017 (consisting of the contractual interest rate and the effect of contractual floor rates, if applicable), using interest rate indices as of September 30, 2017, where applicable.

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SUPPLEMENTAL SALES MATERIAL

In addition to this prospectus, we may utilize additional sales materials in connection with the offering of the shares, although only when accompanied by or preceded by the delivery of this prospectus. The supplemental sales material will not contain all of the information material to an investment decision and should only be reviewed after reading this prospectus. These supplemental sales materials may include:

• investor sales promotion brochures;

• cover letters transmitting the prospectus;

• brochures containing a summary description of the offering;

• fact sheets describing the general nature of KBS Strategic Opportunity REIT, Inc. and our investment objectives;

• asset flyers describing our recent acquisitions or originations;

• broker updates;

• online investor presentations;

• web site material;

• electronic media presentations; and

• client seminars and seminar advertisements and invitations.

All of the foregoing material will be prepared by our advisor or its affiliates with the exception of the third-party article reprints. In certain jurisdictions, some or all of such sales material may not be available. In addition, the sales material may contain certain quotes from various publications without obtaining the consent of the author or the publication for use of the quoted material in the sales material.

We are offering shares only by means of this prospectus. Although the information contained in our supplemental sales materials will not conflict with any of the information contained in this prospectus, the supplemental materials do not purport to be complete and should not be considered a part of or as incorporated by reference in this prospectus or the registration statement of which this prospectus is a part.

LEGAL MATTERS

The validity of the shares of our common stock being offered hereby has been passed upon for us by DLA Piper LLP (US), Raleigh, North Carolina. DLA Piper LLP (US) has also reviewed the statements relating to certain federal income tax matters that are likely to be material to U.S. holders of our common stock under the caption “Material U.S. Federal Income Tax Considerations” and has passed upon our qualification as a REIT for federal income tax purposes.

EXPERTS

The consolidated financial statements of KBS Strategic Opportunity REIT, Inc. appearing in its Annual Report (Form 10-K) for the year ended December 31, 2016 (including the schedule appearing therein) have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The statement of revenue over certain operating expenses of the Westpark Portfolio for the year ended December 31, 2015, incorporated by reference in this prospectus from KBS Strategic Opportunity REIT, Inc.’s Current Report on Form 8-K/A, filed with the SEC on July 21, 2016 has been audited by Squar Milner LLP, independent auditors, as set forth in their report thereon, included therein, and incorporated herein by reference. Such financial statement is incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The statement of revenue over certain operating expenses of 353 Sacramento for the year ended December 31, 2015, incorporated by reference in this prospectus from KBS Strategic Opportunity REIT, Inc.’s Current Report on Form 8-K/A, filed with the SEC on August 11, 2016 has been audited by Squar Milner LLP, independent auditors, as set forth in their report thereon, included therein, and incorporated herein by reference. Such financial statement is incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

188

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We have elected to “incorporate by reference” certain information into this prospectus. By incorporating by reference, we are disclosing important information to you by referring you to documents we have filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for information incorporated by reference that is superseded by information contained in this prospectus. You can access documents that are incorporated by reference into this prospectus at the website maintained for us, other KBS-sponsored programs and our advisor and its affiliates at www.kbsreits.com (URL for documents: https://kbs-cmg.com/offerings/kbs-strategic-opportunity-reit/). There is additional information about us and our affiliates at our website, but unless specifically incorporated by reference herein as described in the paragraphs below, the contents of that site are not incorporated by reference in or otherwise a part of this prospectus.

The following documents filed with the SEC are incorporated by reference in this prospectus (Commission File

No. 333-214819), except for any document or portion thereof deemed to be “furnished” and not filed in accordance with SEC rules:

• Definitive Proxy Statement on Schedule 14A filed with the SEC on December 22, 2017;

• Quarterly Report on Form 10-Q for the nine months ended September 30, 2017 filed with the SEC on November 14, 2017;

• Quarterly Report on Form 10-Q for the six months ended June 30, 2017 filed with the SEC on August 11, 2017;

• Quarterly Report on Form 10-Q for the three months ended March 31, 2017 filed with the SEC on May 12, 2017;

• Annual Report on Form 10-K/A for the fiscal year ended December 31, 2016 filed with the SEC on May 1, 2017;

• Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 10, 2017;

• Current Report on Form 8-K filed with the SEC on February 1, 2018;

• Current Report on Form 8-K filed with the SEC on December 15, 2017;

• Current Report on Form 8-K filed with the SEC on December 13, 2017;

• Current Report on Form 8-K filed with the SEC on November 21, 2017;

• Current Report on Form 8-K filed with the SEC on November 9, 2017;

• Current Report on Form 8-K filed with the SEC on November 7, 2017;

• Current Report on Form 8-K filed with the SEC on October 25, 2017;

• Current Report on Form 8-K filed with the SEC on October 10, 2017;

• Current Report on Form 8-K filed with the SEC on September 15, 2017;

• Current Report on Form 8-K filed with the SEC on September 14, 2017;

• Current Report on Form 8-K filed with the SEC on September 13, 2017;

• Current Report on Form 8-K filed with the SEC on September 7, 2017;

• Current Report on Form 8-K filed with the SEC on July 6, 2017;

• Current Report on Form 8-K filed with the SEC on June 8, 2017;

• Current Report on Form 8-K filed with the SEC on May 17, 2017;

• Current Report on Form 8-K filed with the SEC on May 16, 2017;

• Current Report on Form 8-K filed with the SEC on April 7, 2017;

• Current Report on Form 8-K filed with the SEC on March 24, 2017;

• Current Report on Form 8-K filed with the SEC on March 7, 2017;

• Current Report on Form 8-K filed with the SEC on February 14, 2017;

• Current Report on Form 8-K/A filed with the SEC on August 11, 2016; and

• Current Report on Form 8-K/A filed with the SEC on July 21, 2016.

We hereby undertake to provide without charge to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request of that person, a copy of any document incorporated herein by reference (or incorporated into the documents that this prospectus incorporates by reference). To receive a free copy of any of the documents incorporated by reference in this prospectus, other than exhibits, unless they are specifically incorporated by reference in those documents, call or write us at:

KBS Capital Markets Group LLC

800 Newport Center Drive, Suite 700

Newport Beach, California 92660

Telephone: (866) 527-4264

Fax: (949) 417-6501

www.kbs-cmg.com

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The information relating to us contained in this prospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporated or deemed to be incorporated by reference in this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-11 with the SEC with respect to the shares of our common stock to be issued in this offering. This prospectus is a part of that registration statement and, as permitted by SEC rules, does not include all of the information you can find in the registration statement or the exhibits to the registration statement. For additional information relating to us, we refer you to the registration statement and the exhibits to the registration statement. Statements contained in this prospectus as to the contents of any contract or document are necessarily summaries of such contract or document and in each instance, if we have filed the contract or document as an exhibit to the registration statement, we refer you to the copy of the contract or document filed as an exhibit to the registration statement.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. We intend to furnish our stockholders with annual reports containing consolidated financial statements certified by an independent public accounting firm. The registration statement is, and any of these future filings with the SEC will be, available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may read and copy any filed document at the SEC’s public reference room in Washington, D.C. at 100 F. Street, N.E., Room 1580, Washington, D.C. Please call the SEC at (800) SEC-0330 for further information about the public reference room.

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Investor Instructions

Please follow these instructions carefully. Failure to do so could result in the rejection of your subscription.

 1. SUBSCRIPTION AMOUNT

PLEASE NOTE: Money Orders, Traveler’s Checks, Starter Checks, Foreign Checks, Counter Checks, Third-Party Checks or Cash cannot be accepted.

This subscription agreement is for Class T, Class S, Class D and Class I shares. Please consult with your financial advisor regarding the account type and commissions structure of your investment and indicate the class of shares for which you are eligible and in which you want to invest and the subscription amount. The prospectus of KBS Strategic Opportunity REIT, Inc., as amended and supplemented as of the date hereof (the “Prospectus”), contains information regarding the different share classes.

A minimum initial investment of $2,500 is required for purchases of Class T, Class S and Class D shares. A minimum initial investment of $1,000,000 is required for purchases of Class I shares (unless waived by us). With respect to purchases of our Class T, Class S or Class D shares only, if you own 400 shares in any other KBS-sponsored public program, you may invest less than $2,500, but in no event less than $500, unless you are investing distributions from a KBS-sponsored public program. If you are investing distributions from a KBS-sponsored public program and you own the minimum investment in shares from a KBS-sponsored public program, then there is no minimum investment in Class T, Class S or Class D shares. This does not affect the suitability standards applicable to investors in this offering. You should make your check payable to “KBS Strategic Opportunity REIT, Inc.”

 2. ACCOUNT TYPE

Please check the appropriate box to indicate the account type of the subscription and provide the requested documents, if applicable.

 3. ACCOUNT INFORMATION

PLEASE NOTE: You must include a permanent street address even if your mailing address is a P.O. Box. If the investment is to be held by joint owners, you must provide the requested investor information for each joint owner.

Enter the name(s), mailing address(es), telephone number(s), and date(s) of birth of the registered owner(s) of the investment. Partnerships, corporations and other organizations should include the name of an individual to whom correspondence should be addressed. Non-resident aliens must also supply IRS Form W-8BEN.

All investors must complete the space provided for taxpayer identification number or social security number. By signing in Section 7, you are certifying that the taxpayer identification number or social security number you have provided in Section 3 of the Subscription Agreement is correct.

Please print the exact name(s) in which the shares of KBS Strategic Opportunity REIT, Inc. to be acquired are to be registered. Include the trust/entity name, if applicable. If the account is an Individual Retirement Account (“IRA”) or custodial held account, include the names and taxpayer identification numbers of both the investor and the custodian or administrator.

You may elect to have your account documents, such as investor and proxy statements, tax forms, annual reports and other investor communications made available to you electronically, by signing in this section. If you elect this option, you: (i) must provide a valid e-mail address in Section 3 of the Subscription Agreement; (ii) agree that you have the appropriate hardware and software to receive e-mail notifications and view PDF documents; (iii) understand you may incur certain costs associated with downloading and printing investor documents; and (iv) understand that electronic delivery also involves risks related to system or network outages that could impair your timely receipt of or access to your documents. KBS Strategic Opportunity REIT, Inc. may choose to send one or more items to you in paper form despite your consent to electronic delivery. You may also request a paper copy of any particular investor document. Your consent will be effective until you revoke it by either changing your delivery preference online at www.kbsreits.com and logging into the site using the “Investor Login” option or by contacting KBS Strategic Opportunity REIT, Inc. at (866) 584-1381, option 2.

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 4. CUSTODIAN/THIRD PARTY ADMINISTRATOR INFORMATION

Information about custodial services is available through your broker or by calling KBS Investor Services at (866) 584-1381, option 2.

Complete Section 4 if the registered owner of the investment will be a Custodian Plan. The Custodian/Administrator of the plan must sign page four of the Subscription Agreement.

 5. DISTRIBUTION INFORMATION

PLEASE NOTE: If you elect to participate in the Dividend Reinvestment Plan, the company requests that if at any time you fail to meet the minimum income and net worth standards or cannot make the other investor representations or warranties set forth in the Prospectus or the Subscription Agreement relating to such investment, you will promptly notify KBS Strategic Opportunity REIT, Inc. in writing of that fact.

If you are not an Alabama, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, Ohio, Oregon or Washington investor, you will be automatically enrolled in our Dividend Reinvestment Plan, unless you opt out by making an alternative selection in Section 5. If you are an Alabama, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, Ohio, Oregon or Washington investor, you may elect to enroll in our Dividend Reinvestment Plan in Section 5.

If you do not participate in our Dividend Reinvestment Plan, you may receive your distributions by check or direct deposit. If you elect direct deposit into your checking or savings account (not available for brokerage accounts), you must attach a voided check with this completed Subscription Agreement. If you do not enroll in the Dividend Reinvestment Plan and do not make an alternative selection in Section 5, your distributions will be paid to the registered owner at the address in Section 3, or for custodial held accounts, to the address listed in Section 4 of the Subscription Agreement. Custodial account distributions to a third party require custodian approval.

 6. BROKER-DEALER AND REGISTERED REPRESENTATIVE INFORMATION

PLEASE NOTE: The Broker-Dealer or Registered Investment Adviser must complete Section 6 of the Subscription Agreement. To be listed as agent/firm of record, a selling agreement must be executed between KBS Capital Markets Group and the broker dealer/ RIA. All fields are mandatory.

 7. SUBSCRIBER SIGNATURES

Please separately initial each of the representations in paragraphs (a) through (g) of Section 7. If you are a resident of Alabama, Michigan or Oregon, California, Idaho, Iowa, Kansas, Kentucky, Maine, Massachusetts, Missouri, Nebraska, New Jersey, New Mexico, North Dakota, Ohio, Pennsylvania, Tennessee or Vermont, you must initial paragraph (h), (i), (j), (k), (l), (m), (n), (o), (p), (q), (r), (s), (t), (u), (v), (w) or (x) of Section 7, respectively. Except in the case of fiduciary accounts, you may not grant any person a power of attorney to make such representations on your behalf.

Please refer to the Prospectus under “Suitability Standards” to verify that you meet the minimum suitability standards that are imposed by the state of your primary residence.

By signing the Subscription Agreement, you agree to provide the information in Section 7 and confirm that this information is true and correct. If we are unable to verify your identity or that of another person authorized to act on your behalf or if we believe we have identified potential criminal activity, we reserve the right to take action as we deem appropriate, including, but not limited to, closing your account or refusing to open your account.

KBS Strategic Opportunity REIT – Investor Instructions

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 8. FINANCIAL REPRESENTATIVE SIGNATURES

PLEASE NOTE: The Broker-Dealer or Registered Investment Advisor must sign Section 8 to complete the subscription.

Required Representations: By signing Section 8, the registered representative of the Broker-Dealer or Registered Investment Advisor confirms on behalf of the Broker-Dealer that he or she has:

• reasonable grounds to believe that the information and representations concerning the investor identified herein are true, correct and complete in all respects;

• discussed the investor’s prospective purchase of shares with such investor;

• advised the investor of all pertinent facts with regard to the lack of liquidity and marketability of the shares and other fundamental risks related to the investment in the shares, the restrictions on the transfer of the shares and the risk that the investor could lose his or her entire investment in the shares;

• delivered to the investor the Prospectus required to be delivered in connection with this subscription;

• reasonable grounds to believe that the investor is purchasing these shares for the account referenced in Section 3; and

• reasonable grounds to believe that the purchase of shares is a suitable investment for such investor, such investor meets the suitability standards applicable to the investor set forth in the Prospectus and that such investor is in a financial position to enable the investor to realize the benefits of such an investment and to suffer any loss that may occur with respect thereto.

In addition, the registered representative of the Broker-Dealer or Registered Investment Advisor represents that he or she and the Broker-Dealer, (1) are duly licensed and may lawfully offer and sell the shares in the state where the investment was made and in the state designated as the investor’s legal residence in Section 3 of the Subscription Agreement; and (2) agree to maintain records of the information used to determine that an investment in shares is suitable and appropriate for the investor for a period of six years.

To the extent the investor identified in the Subscription Agreement is a plan, plan fiduciary, plan participant or beneficiary, IRA, or IRA owner subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), the registered representative of the Broker-Dealer or Registered Investment Advisor further represents that: (i) there is no financial interest, ownership interest, or other relationship, agreement, or understanding that would limit his or her ability to carry out his or her fiduciary responsibility to such investor beyond the control, direction, or influence of other persons involved in such investor’s purchase of shares; (ii) he or she is capable of evaluating investment risk independently, both in general and with regard to particular transactions and investment strategies; and (iii) he or she is a fiduciary under ERISA or the Code, or both, with respect to such investor’s purchase of shares, and he or she is responsible for exercising independent judgment in evaluating such investor’s purchase of shares.

The Subscription Agreement, together with a check for the full purchase price, should be delivered or mailed by your Broker-Dealer or Registered Investment Advisor, as applicable, to:

Regular Mail	Overnight Delivery
KBS Strategic Opportunity REIT, Inc.	KBS Strategic Opportunity REIT, Inc.
c/o DST Systems, Inc.	c/o DST Systems, Inc.
PO Box 219015	430 W. 7th Street
Kansas City, MO 64121-9015	Kansas City, MO 64105
(866) 584-1381, option 2
Payments may be wired to: (Subscription Agreements may be faxed or sent to the DST Systems address above.)
UMB Bank, N.A. ABA# 101000695	Account name:
1010 Grand, 4th Floor	KBS Capital Advisors LLC, as Trustee for
Mail stop: 1020409	KBS Strategic Opportunity REIT, Inc.
Kansas City, MO 64106	Account #: 1111111

KBS Strategic Opportunity REIT – Investor Instructions

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Subscription Agreement

 1. SUBSCRIPTION AMOUNT

This subscription agreement is for Class T, Class S, Class D and Class I shares. Please consult with your financial advisor regarding the account type and commissions structure of your investment and indicate the class of shares for which you are eligible and in which you want to invest and the subscription amount. The prospectus of KBS Strategic Opportunity REIT, Inc. (the “Company”), as amended and supplemented as of the date hereof (the “Prospectus”), contains information regarding the different share classes.

			Amount of Subscription:			Amount of Subscription:
State of Sale:	☐	Class T shares:		☐	Class S shares:
☐ Purchase Qualifies for  Volume Discount.		(Fund 1111)	Not for sales by RIAs.		(Fund 1111)
☐ Shares are being  purchased net of commissions.	☐	Class D shares:		☐	Class I shares:
		(Fund 1111)			(Fund 1111)

* Minimum investment is $2,500 for Class T, Class S and Class D shares and $1,000,000 for Class I shares (unless waived by the Company).

* Money Orders, Traveler’s Checks, Starter Checks, Foreign Checks, Counter Checks, Third-Party Checks or Cash cannot be accepted.

 2. ACCOUNT TYPE (Check ONE box only)

☐	Individual (If applicable, attach TOD form)		☐	S-Corporation2	☐	401K
☐	Joint Tenant1 (If applicable, attach TOD form)		☐	C-Corporation2	☐	Traditional (Individual) IRA
☐	Tenants in Common1		☐	Partnership2	☐	Simple IRA
☐	Community Property1		☐	Pension Plan2	☐	SEP IRA
☐	UGMA: State of		☐	Profit Sharing Plan2	☐	ROTH IRA
☐	UTMA: State of		☐	KEOGH Plan2	☐	Beneficial IRA as Beneficiary for:
☐	Trust2,3		☐	Other2
							(Name of Deceased Owner)

(1) All parties must sign. (2) Please attach pages of trust/plan document (or corporate/entity resolution) which lists the name of trust/plan/entity, trustees/officers or authorized signatories, signatures and date. (3) The Certification of Investment Powers for Trust Accounts form may be completed in lieu of providing trust documents. You may request a copy of this form by calling (866) 584-1381, option 2.

 3. ACCOUNT INFORMATION (SSN OR TIN REQUIRED)

Investor/Trustee 1 Name
SSN/TIN	DOB
Investor/Trustee 2 Name
SSN/TIN	DOB

 Please complete if registration of shares is different than above:

Account Registration 

Taxable ID 

Legal Address	City
	State	Zip Code
Mailing Address	City
(If same as above, please write “same”)	State	Zip Code

Phone (Day)

Phone (Evening)

E-mail

☐ Check here if you are subject to backup withholding

     Please attach a copy of the withholding notice.

☐ US Citizen    ☐ US Citizen residing outside the US

☐ Foreign citizen, country  

A U.S. Social Security number or Taxpayer Identification Number is required for all entities and authorized signers to open an account. Nonresident Aliens must supply a completed and signed original IRS Form W-8BEN.

Sign here if you would like to receive investor communications electronically

Electronic delivery of investor communications is optional.

Signature of Investor Date

Your signature above authorizes KBS Strategic Opportunity REIT, Inc. to make certain investor communications available on its website at www.kbsreits.com and notify you via e-mail when such documents are available. Investor communications that may be delivered electronically include account statements, tax forms, annual reports, proxy statements and other investor communications. By electing electronic delivery, you: (i) agree that you have provided a valid e-mail address in this Section 3; (ii) agree that you have the appropriate hardware and software to receive e-mail notifications and view PDF documents; (iii) understand you may incur certain costs associated with downloading and printing investor documents; and (iv) understand that electronic delivery also involves risks related to system or network outages that could impair your timely receipt of or access to your documents. KBS Strategic Opportunity REIT, Inc. may choose to send one or more items to you in paper form despite your consent to electronic delivery. You may also request a paper copy of any particular investor document. Your consent will be effective until you revoke it by either changing your delivery preference online at www.kbsreits.com, and logging into the site using the “Investor Login” option or by contacting KBS Strategic Opportunity REIT, Inc. at (866) 584-1381, option 2.

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 4. CUSTODIAN/THIRD PARTY ADMINISTRATOR INFORMATION

Custodian/Administrator Name
Custodian/Administrator Address 1
Custodian/Administrator Address 2
Custodian/Administrator City	State	Zip Code
Custodian/Administrator Phone No.
Custodian/Administrator Tax ID

Investor’s Account No. with Custodian/Administrator  

By executing this Subscription Agreement, the Custodian/Administrator certifies to the Company that the shares purchased pursuant to this Subscription Agreement are held for the benefit of the investor named in section 3 of this Subscription Agreement (the “Beneficial Owner”). The Custodian/Administrator agrees to notify the Company promptly, but in any event within 30 days of any change in the names of the Beneficial Owner or the number of shares for which the Custodian/Administrator holds shares. The Custodian/Administrator confirms that the Company is entitled to rely on these representations for purposes of determining the stockholders entitled to notice of or to vote at each annual or special meeting of stockholders of the Company until delivery by the Custodian/Administrator to the Company of a written statement revoking such representations (provided, however, that any such revocation delivered after the record date or the closing of the stock transfer books of the Company in respect of any annual or special meeting of stockholders, but on or prior to the date of such annual or special meeting of stockholders shall not be effective until after the holding of such annual or special meeting of stockholders of the Company). Each Beneficial Owner (and not the Custodian/Administrator) will then be deemed the holder of record for the shares of common stock for purposes of determining the stockholders holding common stock entitled to notice of or to vote at each annual or special meeting of stockholders.

 5. DISTRIBUTION INFORMATION

IF YOU ARE NOT AN ALABAMA, KANSAS, KENTUCKY, MAINE, MARYLAND, MASSACHUSETTS, NEBRASKA, NEW JERSEY, OHIO, OREGON OR WASHINGTON INVESTOR, YOU ARE AUTOMATICALLY ENROLLED IN OUR DIVIDEND REINVESTMENT PLAN.

If you do not wish to be enrolled in the Dividend Reinvestment Plan, check the appropriate box below.

IF YOU ARE AN ALABAMA, KANSAS, KENTUCKY, MAINE, MARYLAND, MASSACHUSETTS, NEBRASKA, NEW JERSEY, OHIO, OREGON OR WASHINGTON INVESTOR, YOU MAY ELECT TO ENROLL IN OUR DIVIDEND REINVESTMENT PLAN.

You will automatically receive cash distributions unless you elect to enroll in the Dividend Reinvestment Plan.

If you wish to enroll in the Dividend Reinvestment Plan, check this box:  ☐

If you do not wish to enroll in the Dividend Reinvestment Plan, please complete the information below.

☐ I prefer distributions be paid via check to investor’s home address (not available without custodial approval, if applicable)

☐ I prefer distributions be paid via check to an alternate payee listed below (not available without custodial approval, if applicable)

Name
Address
City	State	Zip Code
Account No.

☐ I prefer distributions be directly deposited into the account listed below. In the event that KBS deposits funds erroneously into my account, KBS is authorized to debit my account for an amount not to exceed the amount of the erroneous deposit (not available without custodial approval, if applicable)

Financial Institution Name   ☐  Checking         ☐  Savings

ABA/Routing No.     Account No.  

 6. BROKER-DEALER AND REGISTERED REPRESENTATIVE INFORMATION

Selling Agreement must be executed with KBS Capital Markets Group to be listed as agent/firm of record.

Broker-Dealer Name
Representative Name	Rep. No.

Representative’s Company Name	Branch ID
Representative’s Address

Rep’s City	State	Zip Code
Rep’s Phone No.	Fax No.

Rep’s E-mail Address    

REGISTERED INVESTMENT ADVISER (RIA): All sales of shares of common stock must be made through a Broker-Dealer. If an RIA has introduced a sale, the sale must be conducted through (i) the RIA in its capacity as a Registered Representative, if applicable; (ii) a Registered Representative of a Broker-Dealer that is affiliated with the RIA, if applicable; or (iii) if neither (i) or (ii) is applicable, an unaffiliated Broker-Dealer.

KBS Strategic Opportunity REIT – Subscription Agreement

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 7. SUBSCRIBER SIGNATURES

TAXPAYER IDENTIFICATION NUMBER CONFIRMATION (REQUIRED): The investor signing below, under penalties of perjury, certifies that (i) the number shown on this Subscription Agreement is his or her correct Taxpayer Identification Number (or he or she is waiting for a number to be issued to him or her), (ii) he or she is not subject to backup withholding either because he or she has not been notified by the Internal Revenue Service (“IRS”) that he or she is subject to backup withholding as a result of a failure to report all interest or distributions, or the IRS has notified him or her that he or she is no longer subject to backup withholding and (iii) he or she is a U.S. Citizen unless otherwise indicated in Section 3.

NOTE: CLAUSE (ii) IN THIS CERTIFICATION SHOULD BE CROSSED OUT IF THE WITHHOLDING BOX HAS BEEN CHECKED IN THE INVESTOR INFORMATION SECTION.

Please separately initial each of the representations below, if applicable. Except in the case of fiduciary accounts, you may not grant any person a power of attorney to make such representations on your behalf. For the purposes of this Section 7, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles (“net worth”) and liquid net worth is defined as that portion of an investor’s net worth that consists of cash, cash equivalents and readily marketable investments (“liquid net worth”). In order to induce KBS Strategic Opportunity REIT, Inc. to accept this subscription, I hereby represent and warrant to you as follows:

		Joint Owner            Owner
		Initials      Initials
(a)	I have received the final Prospectus of KBS Strategic Opportunity REIT, Inc.
(b)	I have (i) a minimum net worth (exclusive of home, home furnishings and personal automobiles) of at least $250,000 or (ii) a minimum net worth (as previously described) of at least $70,000 and a minimum annual gross income of at least $70,000, and, if applicable, I meet the higher net worth and gross income requirements imposed by my state of primary residence as set forth under “Suitability Standards” in the Prospectus.
(c)	I acknowledge that this is a long term investment and there is no public market for the shares purchased. Thus, my investment in these shares is not liquid.
(d)	I am purchasing the shares for my own account
(e)	I acknowledge I will not be admitted as a stockholder until my investment has been accepted. The acceptance process includes, but is not limited to, reviewing this Subscription Agreement for completeness and signatures, conducting an Anti-Money Laundering check as required by the USA Patriot Act and payment of the full purchase price of the shares.
(f)	I acknowledge that KBS Strategic Opportunity REIT, Inc.’s NAV per share and transaction price per share will be available generally within 15 calendar days after the end of the applicable month and (1) posted on KBS Strategic Opportunity REIT, Inc.’s website, www.kbsstrategicopportunityreit.com, and (2) made available on KBS Strategic Opportunity REIT, Inc.’s toll-free, automated telephone line, [    ]. I understand that the new transaction price for each share class will become effective three business days after such transaction price is disclosed by KBS Strategic Opportunity REIT, Inc. and that KBS Strategic Opportunity REIT, Inc. will not accept any subscription agreements during the three business day period following publication of the new transaction prices. I understand that if I have not received notification of acceptance of my purchase request before the 15th calendar day of the month, I should check whether my purchase request has been accepted by KBS Strategic Opportunity REIT, Inc. by contacting the transfer agent, my financial intermediary or directly on KBS Strategic Opportunity REIT, Inc.’s toll-free, automated telephone line, [    ]. I understand that if my purchase request has not been accepted by KBS Strategic Opportunity REIT, Inc. prior to the publication of the transaction prices, I may withdraw this purchase request during the three business day period immediately prior to the effectiveness of the new transaction prices by notifying the transfer agent, my financial intermediary or directly on KBS Strategic Opportunity REIT, Inc.’s toll-free, automated telephone line, [    ]. I understand that the purchase price per share to be paid by me will be based on the transaction price that is in effect on the date that my completed subscription agreement has been accepted by KBS Strategic Opportunity REIT, Inc. I understand that KBS Strategic Opportunity REIT, Inc. generally expects that all subscription agreements received by KBS Strategic Opportunity REIT, Inc. in “good order” with all required supporting documentation will be processed and accepted by KBS Strategic Opportunity REIT, Inc. promptly; however there may be a delay between my purchase decision and the acceptance caused by time necessary for me and my participating broker-dealer to put a subscription agreement in “good order,” which means, for these purposes, that all required information has been completed, all proper signatures have been provided, and funds for payment have been provided. I understand that, as a result of this process, the price per share at which my purchase request is executed may be different than the price per share on the date I submitted this subscription agreement.
(g)	I acknowledge that I am aware that the Company, its external advisor and their officers, directors, employees and affiliates are not undertaking to provide impartial investment advice or to give advice in a fiduciary capacity in connection with this offering or the purchase of the shares and that the advisor has financial interests associated with the purchase of the Company’s common stock, as described in the Prospectus, including fees, expense reimbursements and other payments it anticipates receiving from the Company in connection with the purchase of the shares.
(h)	If I am an Alabama, Michigan or Oregon resident, I acknowledge that I have a liquid net worth of at least 10 times my investment in KBS Strategic Opportunity REIT, Inc. and its affiliates.
(i)	If I am a California resident, I acknowledge that I have (i) either (a) a net worth of at least $350,000 or (b) a gross annual income of at least $70,000 and a net worth of at least $150,000, and (ii) a net worth of at least ten times my investment in KBS Strategic Opportunity REIT, Inc.
(j)	If I am an Idaho resident, I acknowledge that I have (i) either (a) a liquid net worth of at least $300,000 or (b) a gross annual income of at least $85,000 and a liquid net worth of at least $85,000, and (ii) a liquid net worth of at least ten times my investment in KBS Strategic Opportunity REIT, Inc.

KBS Strategic Opportunity REIT – Subscription Agreement

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 7. SUBSCRIBER SIGNATURES (CONTINUED)

(k)	If I am an Iowa resident, I acknowledge that (i) I have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $350,000, and (ii) unless I am an accredited investor as defined in Regulation D under the Securities Act of 1933, as amended, my aggregate investment in this offering and in the securities of other non-publicly traded real estate investment trusts does not exceed 10% of my net worth
(l)	If I am a Kansas resident, I acknowledge it is recommended by the office of the Kansas Securities Commissioner that Kansas investors have a liquid net worth of at least ten times their aggregate investment in this and other non- traded real estate investment trusts
(m)	If I am a Kentucky resident, I acknowledge that I have a liquid net worth of at least ten times my investment in KBS Strategic Opportunity REIT, Inc. and other KBS-sponsored publicly registered non-traded real estate investment trusts
(n)	If I am a Maine resident, I acknowledge that it is recommended by the Maine Office of Securities that Maine investors have a liquid net worth of at least ten times their aggregate investment in KBS Strategic Opportunity REIT, Inc. and similar direct participation investments
(o)	If I am a Massachusetts resident, I acknowledge that I have (i) either (a) a net worth of at least $300,000 or (b) a gross annual income of at least $90,000 and a net worth of at least $90,000 and (ii) a liquid net worth of at least ten times my investment in KBS Strategic Opportunity REIT, Inc. and other illiquid direct participation programs
(p)	If I am a Missouri resident, I acknowledge that I have a liquid net worth of at least ten times my investment in each class of shares of KBS Strategic Opportunity REIT, Inc
(q)	If I am a Nebraska resident, I acknowledge that I have either (i) a net worth of at least $350,000 or (ii) a gross annual income of at least $100,000 and a net worth of at least $100,000. In addition, I acknowledge that I have a net worth of at least ten times my aggregate investment in KBS Strategic Opportunity REIT, Inc. and in the securities of other non-publicly traded real estate investment trusts. Investors who are accredited investors as defined in Regulation D under the Securities Act of 1933, as amended, are not subject to the foregoing investment concentration restriction
(r)	If I am a New Jersey resident, I acknowledge that I have either (i) a liquid net worth of at least $100,000 and an annual gross income of at least $85,000 or (ii) a liquid net worth of at least $350,000. In addition, my investment in KBS Strategic Opportunity REIT, Inc., its affiliates, and other non-publicly traded direct investment programs (including real estate investment trusts, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed 10% of my liquid net worth
(s)	If I am a New Mexico resident, I acknowledge that I may not invest more than 10% of my liquid net worth in KBS Strategic Opportunity REIT, Inc., its affiliates and other non-traded real estate investment trusts.
(t)	If I am a North Dakota resident, I acknowledge that I have a net worth of at least ten times my investment in KBS Strategic Opportunity REIT, Inc
(u)	If I am an Ohio resident, I acknowledge that I have a liquid net worth of at least ten times my investment in KBS Strategic Opportunity REIT, Inc., its affiliates and other non-traded real estate investment trusts
(v)	If I am a Pennsylvania resident, I acknowledge that I have a net worth of at least ten times my investment in KBS Strategic Opportunity REIT, Inc
(w)	If I am a Tennessee resident, I acknowledge that I have a liquid net worth of at least ten times my investment in KBS Strategic Opportunity REIT, Inc. I also acknowledge it is recommended by the Tennessee Securities Division that Tennessee investors have a liquid net worth of at least ten times their investment in KBS Strategic Opportunity REIT, Inc. and in similar direct participation program investments
(x)	If I am a Vermont resident, I acknowledge that accredited investors, as defined in 17 C.F.R. § 230.501, may invest freely in this offering. Non-accredited investors must have a liquid net worth of at least ten times their investment in KBS Strategic Opportunity REIT, Inc

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. If custodial held account, Administrator or Custodian must sign.

Signature of Investor	Date	Signature of Joint Investor or, for Custodial Held Accounts, of Custodian or Administrator	Date

Investors will receive confirmations of their purchases upon acceptance of their subscriptions.

KBS Strategic Opportunity REIT – Subscription Agreement

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 8. FINANCIAL REPRESENTATIVE SIGNATURES

The investor’s financial advisor must sign below to complete the order. The financial advisor hereby warrants that he/she is duly licensed and may lawfully offer and sell the shares of common stock in the state where the sale was made and in the state designated as the investor’s legal residence. The financial advisor agrees to maintain records of the information used to determine that an investment in the shares is suitable and appropriate for the investor for a period of six years. The undersigned confirms by their signatures that they (i) have reasonable grounds to believe that the information and representations concerning the investor identified in this Subscription Agreement are true, correct and complete in all respects; (ii) discussed such investor’s prospective purchase of shares with such investor; (iii) advised such investor of all pertinent facts with regard to the lack of liquidity and marketability of the shares and other fundamental risks related to the investment in the shares, the restrictions on the transfer of the shares and the risk that the investor could lose his or her entire investment in the shares; (iv) delivered to such investor the Prospectus required to be delivered in connection with this subscription; (v) have reasonable grounds to believe that the investor is purchasing these shares for his or her own account; and (vi) have reasonable grounds to believe that the purchase of shares is a suitable investment for such investor, that such investor meets the suitability standards applicable to such investor set forth in the Prospectus, and that such investor is in a financial position to enable such investor to realize the benefits of such an investment and to suffer any loss that may occur with respect thereto.

I understand this Subscription Agreement is for KBS Strategic Opportunity REIT, Inc.

The financial advisor further confirms by his/her signature, on behalf of the broker-dealer of record listed in Section 6 that, to the extent the investor identified herein is a plan, plan fiduciary, plan participant or beneficiary, IRA, or IRA owner subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”): (i) there is no financial interest, ownership interest, or other relationship, agreement, or understanding that would limit his/her ability to carry out his/ her fiduciary responsibility to such investor beyond the control, direction, or influence of other persons involved in such investor’s purchase of shares; (ii) he/she is capable of evaluating investment risk independently, both in general and with regard to particular transactions and investment strategies; and (iii) he/she is a fiduciary under ERISA or the Code, or both, with respect to such investor’s purchase of shares, and he/she is responsible for exercising independent judgment in evaluating such investor’s purchase of shares.

Signature of Financial Representative         Date         Branch Manager Signature (If required by Broker/Dealer)         Date        

The Subscription Agreement, together with a check for the full purchase price, should be delivered or mailed by your Broker-Dealer or Registered Investment Advisor, as applicable, to:

Regular Mail	Overnight Delivery
KBS Strategic Opportunity REIT, Inc.	KBS Strategic Opportunity REIT, Inc.
c/o DST Systems, Inc.	c/o DST Systems, Inc.
PO Box 219015	430 W. 7th Street
Kansas City, MO 64121-9015                     (866) 584-1381, option 2                    Kansas City, MO 64105
Payments may be wired to: (Subscription Agreements may be faxed or sent to the DST Systems address above.)
UMB Bank, N.A. ABA# 101000695	Account name:
1010 Grand, 4th Floor	KBS Capital Advisors LLC, as Trustee for
Mail stop: 1020409	KBS Strategic Opportunity REIT, Inc.
Kansas City, MO 64106	Account #: 1111111

DOCUMENT FAX ACCEPTABLE - FAX FORM TO (877) 805-1116

KBS Strategic Opportunity REIT – Subscription Agreement

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APPENDIX B

FORM OF SIXTH AMENDED AND RESTATED DIVIDEND REINVESTMENT PLAN

KBS Strategic Opportunity REIT, Inc., a Maryland corporation (the “Company”), has adopted a Dividend Reinvestment Plan (the “DRP”), the terms and conditions of which are set forth below. Capitalized terms shall have the same meaning as set forth in the Company’s charter unless otherwise defined herein.

1.        Participants. “Participants” are holders of the Company’s shares of Common Stock who elect to participate in the DRP or who are automatically enrolled pursuant to the terms of a subscription for Company shares.

2.        Dividend Reinvestment. The Company will apply that portion (as designated by a Participant) of the dividends and other distributions (“Distributions”) declared and paid in respect of a Participant’s shares of Common Stock to the purchase of additional shares of the same class of Common Stock for such Participant to which such Distributions are attributable. Such shares will be sold through the broker-dealer and/or dealer manager through whom the Company sold the underlying shares to which the Distributions relate unless the Participant makes a new election through a different distribution channel. The Company will not pay upfront selling commissions or dealer manager fees on shares of Common Stock purchased in the DRP.

3.        Procedures for Participation. Qualifying stockholders may elect to become a Participant by completing and executing the Subscription Agreement (which may provide for automatic enrollment unless such stockholder opts out), an enrollment form or any other Company-approved authorization form as may be available from the dealer manager or participating broker-dealers. To increase their participation, Participants must complete a new enrollment form and make the election through the dealer manager or the Participant’s broker-dealer, as applicable. Participation in the DRP will begin with the next Distribution payable after receipt of a Participant’s subscription, enrollment or authorization. Shares will be purchased under the DRP on the date that the Company makes a Distribution.

4.        Suitability. Each Participant agrees that if such Participant fails to meet the then current suitability requirements for making an investment in the Company or cannot make the other representations or warranties as set forth in the Company’s most recent applicable prospectus or subscription agreement, enrollment form or other authorization form, such Participant will promptly so notify the Company in writing.

5.        Purchase of Shares. Participants will acquire shares under this DRP from the Company at a price equal to the most recently disclosed transaction price (the “Transaction Price”), which will generally be the most recently disclosed monthly net asset value (“NAV”) per share applicable to the class of shares purchased by the Participant. Although the Transaction Price for Shares of the Company’s common stock will generally be based on the most recently disclosed monthly NAV per share, the NAV per share of such stock as of the date on which a Participant’s purchase is settled may be significantly different. The Company may offer shares of Common Stock at a price that it believes reflects the NAV per share of such stock more appropriately than the most recently disclosed monthly NAV per share, including by updating a previously disclosed Transaction Price, in cases where the Company believes there has been a material change (positive or negative) to its NAV per share relative to the most recently disclosed monthly NAV per share. Shares to be distributed by the Company in connection with the DRP will be supplied from shares that are or will be registered with the Securities and Exchange Commission for use in the DRP. Participants in the DRP may purchase fractional shares so that 100% of the Distributions will be used to acquire shares. However, a Participant will not be able to acquire shares under the DRP to the extent such purchase would cause it to exceed limits set forth in the Company’s charter, as amended.

6.        Taxation of Distributions. The reinvestment of Distributions in the DRP does not relieve Participants of any taxes that may be payable as a result of those Distributions and their reinvestment pursuant to the terms of this DRP.

7.        Distributions in Cash. Notwithstanding anything herein to the contrary, the Company’s board of directors, in its sole discretion, may elect to have any particular Distribution paid in cash, without notice to Participants, without suspending this DRP and without affecting the future operation of the DRP with respect to Participants.

8.        Share Certificates. The shares issuable under the DRP shall be uncertificated until the board of directors determines otherwise.

9.        Voting of DRP Shares. In connection with any matter requiring the vote of the Company’s stockholders, each Participant will be entitled to vote all shares acquired by the Participant through the DRP.

B-1

10.        Reports. Within 90 days after the end of the calendar year, the Company shall provide each Participant with (i) an individualized report on the Participant’s investment, including the purchase date(s), purchase price and number of shares owned, as well as the amount of Distributions received during the prior year; and (ii) all material information regarding the DRP and the effect of reinvesting dividends, including the tax consequences thereof. The Company shall provide such information reasonably requested by the dealer manager or a participating broker-dealer, in order for the dealer manager or participating broker-dealer to meet its obligations to deliver written notification to Participants of the information required by Rule 10b-10(b) promulgated under the Securities Exchange Act of 1934.

11.        Termination by Participant. A Participant may terminate participation in the DRP at any time by delivering to the Company a written notice. To be effective for any Distribution, such notice must be received by the Company at least ten business days prior to the last day of the month to which the Distribution relates. Any transfer of shares by a Participant will terminate participation in the DRP with respect to the transferred shares. Upon termination of DRP participation, Distributions will be distributed to the stockholder in cash.

12.        Amendment or Termination of DRP by the Company. The Company may amend or terminate the DRP for any reason upon ten days’ notice to the Participants. The Company may provide notice by including such information (a) in a Current Report on Form 8-K or in its annual or quarterly reports, all publicly filed with the Securities and Exchange Commission or (b) in a separate mailing to the participants.

13.        Liability of the Company. The Company shall not be liable for any act done in good faith, or for any good faith omission to act.

14.        Governing Law. The DRP shall be governed by the laws of the State of Maryland.

B-2

We have not authorized any dealer, salesperson or other individual to give any information or to make any representations that are not contained in this prospectus. If any such information or statements are given or made, you should not rely upon such information or representation. This prospectus does not constitute an offer to sell any securities other than those to which this prospectus relates, or an offer to sell, or a solicitation of an offer to buy, to any person in any jurisdiction where such an offer or solicitation would be unlawful. This prospectus speaks as of the date set forth below. You should not assume that the delivery of this prospectus or that any sale made pursuant to this prospectus implies that the information contained in this prospectus will remain fully accurate and correct as of any time subsequent to the date of this prospectus.

TABLE OF CONTENTS

	Page
Suitability Standards		i
Important Information about this Prospectus		iii
Cautionary Note Regarding Forward-Looking Statements		v
Explanatory Note		v
Prospectus Summary		1
Risk Factors		29
Estimated Use of Proceeds		69
Management		71
Management Compensation		86
Stock Ownership		93
Conflicts of Interest		94
Investment Objectives and Criteria		102
Investments in Real Properties and Real Estate-Related Assets		114
Selected Information Regarding our Operations		118
Net Asset Value Calculation and Valuation Procedures		124
Material U.S. Federal Income Tax Considerations		133
ERISA Considerations		155
Description of Shares		160
The Operating Partnership Agreement		176
Plan of Distribution		179
Quantitative and Qualitative Disclosures About Market Risk		187
Supplemental Sales Material		188
Legal Matters		188
Experts		188
Incorporation of Certain Information by Reference		189
Where You Can Find More Information		190
Appendix A — Form of Subscription Agreement with Instructions		A-1
Appendix B — Form of Amended and Restated Dividend Reinvestment Plan		B-1

Our shares are not FDIC insured, may lose value and are not bank guaranteed. See “Risk Factors” beginning on page 26, to read about risks you should consider before buying shares of our common stock.

KBS STRATEGIC OPPORTUNITY REIT, INC.

Maximum Offering of

$1,000,000,000 Shares

of Common Stock

PROSPECTUS

KBS CAPITAL MARKETS

GROUP LLC

[            ], 2018

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 31. Other Expenses of Issuance and Distribution

The following table sets forth the estimated costs and expenses payable by KBS Strategic Opportunity REIT, Inc. (the “Company”) in connection with the distribution of the securities being registered other than underwriting compensation.

Item	Amount
SEC registration fee	$	115,900
FINRA filing fee		150,500
Legal fees and expenses		1,300,000
Blue sky fees and expenses		350,000
Accounting fees and expenses		1,000,000
Sales and advertising expenses		1,000,000
Issuer costs regarding bona fide training and education meetings and retail seminars		450,000
Printing		2,800,000
Postage and delivery of materials		1,600,000
Transfer agent, escrow fees and review and processing of subscription agreements		2,000,000
Due diligence expenses (retailing)		400,000
Telephone		100,000
Miscellaneous expenses		450,000
Legal fees — dealer manager portion		100,000
Expense reimbursements for retail and wholesaling activities		3,507,463
Promotional items		150,000
Total	$	15,473,863

Item 32. Sales to Special Parties

None.

II-1

Item 33. Recent Sales of Unregistered Securities

None.

Item 34. Indemnification of Directors and Officers

Subject to the significant conditions set forth below, the Company has included in its charter a provision limiting the liability of its directors and officers to the Company and its stockholders for money damages. In addition to the limitations set forth below, under Maryland law such exculpation is not permitted for any liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action.

Subject to the significant conditions set forth below, the charter also provides that the Company shall indemnify a director, officer or the advisor or any of its affiliates against any and all losses or liabilities reasonably incurred by them (other than when sued by or in right of the Company) in connection with or by reason of any act or omission performed or omitted to be performed on behalf of the Company in such capacity.

Under the Company’s charter, the Company shall not indemnify a director, the advisor or any of the advisor’s affiliates (each an “Indemnitee”) for any liability or loss suffered by an Indemnitee, nor shall it exculpate an Indemnitee, unless all of the following conditions are met: (i) an Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company; (ii) the Indemnitee was acting on behalf of or performing services for the Company; (iii) such liability or loss was not the result of (A) negligence or misconduct by the Indemnitee, excluding an Independent Director, or (B) gross negligence or willful misconduct by an Independent Director; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from its common stockholders. Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company for any losses, liability or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular Indemnitee; and (iii) a court of competent jurisdiction approves a settlement of the claims against a particular Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission (the “SEC”) and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws.

The charter provides that the advancement of Company funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if (in addition to the procedures required by Maryland law) all of the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (ii) the legal action is initiated by a third party who is not a common stockholder or the legal action is initiated by a common stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, if the Indemnitee is found not to be entitled to indemnification.

It is the position of the SEC that indemnification of directors and officers for liabilities arising under the Securities Act is against public policy and is unenforceable pursuant to Section 14 of the Securities Act.

The Company has also purchased and maintains insurance on behalf of all of its directors and executive officers against liability asserted against or incurred by them in their official capacities with the Company, whether or not the Company is required or has the power to indemnify them against the same liability.

Item 35. Treatment of Proceeds from Stock Being Registered

Not applicable.

II-2

Item 36. Financial Statements and Exhibits

(a) Financial Statements. The following financial statements are filed as part of this registration statement or incorporated into this registration statement by reference:

• The consolidated financial statements of the Company included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2017 filed with the SEC on November 14, 2017 and incorporated herein by reference.

• The consolidated financial statements of the Company included in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2017 filed with the SEC on August 11, 2017 and incorporated herein by reference.

• The consolidated financial statements of the Company included in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2017 filed with the SEC on May 12, 2017 and incorporated herein by reference.

• The consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 10, 2017 and incorporated herein by reference.

• The financial statements of the Westpark Portfolio and the related pro forma financial statements of the Company contained in the Company’s Current Report on Form 8-K/A filed with the SEC on July 21, 2016 and incorporated herein by reference.

• The financial statements of 353 Sacramento and the related pro forma financial statements of the Company contained in the Company’s Current Report on Form 8-K/A filed with the SEC on August 11, 2016 and incorporated herein by reference.

(b) Exhibits. The following exhibits are filed as part of this registration statement:

Ex.        Description

1.1	Form of Dealer Manager Agreement, including Form of Selected Dealer Agreement*
3.1	Second Articles of Amendment and Restatement, incorporated by reference to the Company’s Current Report on Form 8-K filed February 4, 2010
3.2	Second Amended and Restated Bylaws, incorporated by reference to the Company’s Current Report on Form 8-K filed on November 17, 2016
3.3	Form of Articles of Amendment**
3.4	Form of Articles Supplementary**
4.1	Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates)*
4.2	Form of Subscription Agreement, included as Appendix A to prospectus**
4.3	Form of Dividend Reinvestment Plan, included as Appendix B to prospectus**
5.1	Opinion of DLA Piper LLP (US) re legality*
8.1	Opinion of DLA Piper LLP (US) re tax matters*
10.1	Advisory Agreement by and between the Company and KBS Capital Advisors LLC, dated October 8, 2017, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2017
10.2	Form of Amended and Restated Advisory Agreement by and between the Company and KBS Capital Advisors LLC**
10.3	Underwriting Agreement, dated March  3, 2016, by and among KBS SOR (BVI) Holdings, Ltd and Poalim I.B.I Underwriting and Issuing Ltd. and Leumi Partners Underwriting, incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed March 4, 2016

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10.4	Deed of Trust, between KBS SOR (BVI) Holdings, Ltd. and Reznik Paz Nevo Trusts Ltd. , incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2016
10.5	Agreement of Purchase and Sale between Calwest Industrial Properties, LLC and KBS Capital Advisors, LLC, dated April 13, 2016, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2016
10.6	Assignment and Assumption of Purchase Agreement between KBS Capital Advisors LLC and KBS SOR Westpark Portfolio, LLC, dated April 21, 2016, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2016
10.7	Purchase and Sale Agreement between Pacific EIH Sacramento LLC and KBS Capital Advisors LLC, dated April 28, 2016, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2016
10.8	Assignment and Assumption of Purchase Agreement between KBS Capital Advisors LLC and KBS SOR 353 Sacramento Street, LLC, dated May 9, 2016, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2016
10.9	110 William Street Building Loan Agreement dated as of March  6, 2017, by and between 110 William Property Investors III, LLC and Morgan Stanley Mortgage Capital Holdings LLC, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2017
10.10	Consolidated, Amended and Restated Senior Loan Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of March 6, 2017, by and between 110 William Property Investors III, LLC and Morgan Stanley Mortgage Capital Holdings LLC, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2017
10.11	Consolidated, Amended and Restated Senior Loan Promissory Note dated March 6, 2017, by and between 110 William Property Investors III, LLC and Morgan Stanley Bank, N.A., incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2017
10.12	Senior Mezzanine Pledge and Security Agreement dated as of March  6, 2017, by and between 110 William Mezz III, LLC and Morgan Stanley Mortgage Capital Holdings LLC, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2017
10.13	Senior Mezzanine Promissory Note dated March  6, 2017, by and between 110 William Mezz III, LLC and Morgan Stanley Mortgage Capital Holdings LLC, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2017
10.14	Junior Mezzanine Pledge and Security Agreement dated as of March  6, 2017, by and between 110 William Junior Mezz III, LLC and Morgan Stanley Mortgage Capital Holdings LLC, incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2017
10.15	Junior Mezzanine Promissory Note dated March  6, 2017, by and between 110 William Junior Mezz III, LLC and Morgan Stanley Mortgage Capital Holdings LLC, incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2017
10.16	Investment Agreement by and among Migdal Insurance Company Ltd., Migdal-Makefet Pension and Provident Funds Ltd, KBS SOR Properties, LLC, and Willowbrook Asset Management LLC, dated as of July 6, 2017, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2017
10.17	Letter Agreement by and between the Company and KBS Capital Advisors LLC, dated as of July 6, 2017, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2017
10.18	Portfolio Purchase Agreement and Sale Agreement with respect to Singapore real estate investment trust, dated October 24, 2017**
10.19	Underwriting Agreement with respect to Singapore real estate investment trust, dated November 2, 2017**

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10.20	Unit Lending Agreement with respect to Singapore real estate investment trust, dated November 2, 2017**
10.21	Lock-up Letter from KBS Strategic Opportunity REIT, Inc. with respect to Singapore real estate investment trust, dated November 2, 2017**
10.22	Lock-up Letter from KBS SOR (BVI) Holdings Ltd. with respect to Singapore real estate investment trust, dated November 2, 2017**
10.23	Lock-up Letter from KBS Strategic Opportunity Limited Partnership with respect to Singapore real estate investment trust, dated November 2, 2017**
10.24	Lock-up Letter from KBS SOR Properties LLC with respect to Singapore real estate investment trust, dated November 2, 2017**
10.25	Sponsor Subscription Agreement for Units in Singapore real estate investment trust, dated October 25, 2017**
10.26	Purchase and Sale Agreement between DOF II City Tower LLC and KBS Capital Advisors LLC, dated January 17, 2018**
10.27	Assignment and Assumption of Purchase Agreement between KBS Capital Advisors LLC and KBS SOR City Center, LLC, dated February 1, 2018**
21.1	Subsidiaries of the Company*
23.1	Consent of DLA Piper LLP (US) (included in Exhibits 5.1 and 8.1)*
23.2	Consent of Ernst & Young LLP**
23.3	Consent of Squar Milner LLP**
24.1	Power of Attorney, incorporated by reference to the signature page to the Company’s Registration Statement on Form S-11 (File No. 333-214819), filed November 28, 2016
24.2	Power of Attorney (included on signature page of registration statement)**
99.1	Tenth Amended and Restated Share Redemption Program, incorporated by reference to Exhibit 99.4 to the Company's Current Report on Form 8-K filed December 15, 2016
99.2	Form of Share Redemption Program*
99.3	Consent of Duff & Phelps, LLC*
99.4	Consent of Newmark Knight Frank Valuation & Advisory, LLC*

* To be filed by amendment.

** Filed herewith.

Item 37. Undertakings

(a) The Company undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Act”); (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

(b) The Company undertakes (i) that, for the purpose of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered

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therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof, (ii) that all post-effective amendments will comply with the applicable forms, rules and regulations of the SEC in effect at the time such post-effective amendments are filed, and (iii) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(c) The Company undertakes that, for the purpose of determining liability under the Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(d) For the purpose of determining liability of the Company under the Act to any purchaser in the initial distribution of the securities, the Company undertakes that in a primary offering of securities pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Company will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the Company relating to the offering required to be filed pursuant to Rule 424, (ii) any free writing prospectus relating to the offering prepared by or on behalf of the Company or used or referred to by the Company, (iii) the portion of any other free writing prospectus relating to the offering containing material information about the Company or its securities provided by or on behalf of the Company, and (iv) any other communication that is an offer in the offering made by the Company to the purchaser.

(e) The Company undertakes to file a sticker supplement pursuant to Rule 424(c) under the Act during the distribution period describing each significant property not identified in the prospectus at such time as there arises a reasonable probability that such property will be acquired and to consolidate all such stickers into a post-effective amendment filed at least once every three months, with the information contained in such amendment provided simultaneously to the existing stockholders. Each sticker supplement should disclose all compensation and fees received by the advisor and its affiliates in connection with any such acquisition. The post-effective amendment shall include or incorporate by reference audited financial statements meeting the requirements of Rule 3-14 of Regulation S-X that have been filed or should have been filed on Form 8-K for all significant properties acquired during the distribution period.

(f) The Company also undertakes to file, after the distribution period, a current report on Form 8-K containing the financial statements and any additional information required by Rule 3-14 of Regulation S-X for each significant property acquired and to provide the information contained in such report to the stockholders at least once each quarter after the distribution period of the offering has ended.

(g) Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport Beach, State of California, on February 9, 2018.

KBS STRATEGIC OPPORTUNITY REIT, INC.
By:	/s/ Keith D. Hall
	Keith D. Hall
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Name	Title	Date
/s/ Keith D. Hall	Chief Executive Officer and Director (Principal Executive Officer)	February 9, 2018
Keith D. Hall
*	Chairman of the Board, President and Director	February 9, 2018
Peter McMillan III
/s/ Jeffrey K. Waldvogel	Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer)	February 9, 2018
Jeffrey K. Waldvogel
/s/ Stacie K. Yamane	Chief Accounting Officer (Principal Accounting Officer)	February 9, 2018
Stacie K. Yamane
*	Director	February 9, 2018
William M. Petak
*	Director	February 9, 2018
Eric J. Smith
/s/ Kenneth G. Yee	Director	February 9, 2018
Kenneth G. Yee
*By: /s/ Jeffrey K. Waldvogel	Attorney-in-Fact	February 9, 2018
Jeffrey K. Waldvogel

We, the undersigned officers and directors of KBS Strategic Opportunity REIT, Inc., hereby severally constitute Keith D. Hall, Peter McMillan III, and Jeffrey K. Waldvogel, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement filed herewith and any and all amendments to said registration statement, including any registration statement filed pursuant to Rule 462(b), and generally to do all such things in our names and in our capacities as officers and directors to enable KBS Strategic Opportunity REIT, Inc. to comply with the provisions of the Securities Act of 1933, and all requirements of the SEC, hereby ratifying and confirming our signature as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

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Name	Title	Date
/s/ Stacie K. Yamane	Chief Accounting Officer (Principal Accounting Officer)	February 9, 2018
Stacie K. Yamane
/s/ Kenneth G. Yee	Director	February 9, 2018
Kenneth G. Yee

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EX-3.3

Exhibit 3.3

KBS STRATEGIC OPPORTUNITY REIT, INC.

ARTICLES OF AMENDMENT

KBS Strategic Opportunity REIT, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Section 5.1 of the charter (the “Charter”) of the Corporation is hereby amended and replaced in its entirety as follows:

Section 5.1. Authorized Shares. The Corporation has authority to issue 2,000,000,000 shares of common stock, $0.01 par value per share (“Common Stock”), all of which shall be designated as “Class I Common Stock,” and 10,000,000 shares of preferred stock, $0.01 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of Capital Stock having par value is $20,100,000. If shares of Capital Stock of one class are classified or reclassified into shares of Capital Stock of another class pursuant to this Article V, the number of authorized shares of Capital Stock of the former class shall be automatically decreased and the number of shares of Capital Stock of the latter class shall be automatically increased, in each case by the number of shares of Capital Stock so classified or reclassified, so that the aggregate number of shares of Capital Stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of Capital Stock set forth in the first sentence of this paragraph. The board of directors, with the approval of a majority of the directors and without any action by the stockholders of the Corporation, may amend the charter from time to time to increase or decrease the aggregate number of shares of Capital Stock or the number of shares of Capital Stock of any class or series that the Corporation has the authority to issue.

SECOND: The foregoing amendment does not change the rights or preferences of the shares of outstanding Common Stock of the Company.

THIRD: The foregoing amendment to the Charter has been approved by a majority of the entire board of directors and the amendment is limited to a change expressly authorized by Section 2-105(a)(13) or Section 2-605 of the Maryland General Corporation Law to be made without action by the stockholders.

FOURTH: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter of the Corporation was 1,010,000,000, consisting of 1,000,000,000 shares of Common Stock, $0.01 par value per share, and 10,000,000 shares of Preferred Stock, $0.01 par value per share. The aggregate par value of all authorized shares of stock having par value was $10,100,000.

FIFTH: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter of the Corporation is 2,010,000,000, consisting of 2,000,000,000 shares of Common Stock, $0.01 par value per share, and 10,000,000

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shares of Preferred Stock, $0.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $20,100,000.

SIXTH: The undersigned Chief Executive Officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed under seal in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this __th day of _____, 2017.

KBS STRATEGIC OPPORTUNITY REIT, INC.

By:	Keith D. Hall,
	Chief Executive Officer

[CORPORATE SEAL]

Attest:

Jeffrey K.Waldvogel,

Secretary

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EX-3.4

Exhibit 3.4

KBS STRATEGIC OPPORTUNITY REIT, INC.

ARTICLES SUPPLEMENTARY

KBS Strategic Opportunity REIT, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Under a power contained in Article V of the charter of the Corporation (the “Charter”), the board of directors of the Corporation (the “Board”), by resolution duly adopted at a meeting duly called and held on [__], classified and redesignated 500,000,000 unissued shares of common stock, $0.01 par value per share (“Common Stock”) as “Class D Common Stock,” 500,000,000 unissued shares of Common Stock as “Class T Common Stock,” and 500,000,000 unissued shares of Common Stock as “Class S Common Stock,” with the respective the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption as follows, which upon any restatement of the Charter shall be made part of Article V, with any necessary or appropriate changes to the enumeration of lettering of sections or subsections hereof:

1. Definitions.

Class D Conversion Rate. The term “Class D Conversion Rate” shall mean the number of shares of Class I Common Stock equal to the product of each share of Class D Common Stock to be converted and a fraction, the numerator of which is the Class D NAV Per Share and the denominator of which is the Class I NAV Per Share.

Class D NAV Per Share. The term “Class D NAV Per Share” shall mean the net asset value per share of Class D Common Stock, calculated as described in the most recent Valuation Procedures.

Class D Common Stock. The term “Class D Common Stock” shall mean Common Stock classified and designated as Class D Common Stock.

Class I NAV Per Share. The term “Class I NAV Per Share” shall mean the net asset value per share of Class I Common Stock, calculated as described in the most recent Valuation Procedures.

Class I Common Stock. The term “Class I Common Stock” shall have the meaning as provided in the Charter.

Class S Conversion Rate. The term “Class S Conversion Rate” shall mean the number of shares of Class I Common Stock equal to the product of each share of Class S Common Stock to be converted and a fraction, the numerator of which is the Class S NAV Per Share and the denominator of which is the Class I NAV Per Share.

Class S NAV Per Share. The term “Class S NAV Per Share” shall mean the net asset value per share of Class S Common Stock, calculated as described in the most recent Valuation Procedures.

Class S Common Stock. The term “Class S Common Stock” shall mean Common Stock classified and designated as Class S Common Stock.

Class T Conversion Rate. The term “Class T Conversion Rate” shall mean the number of shares of Class I Common Stock equal to the product of each share of Class T Common Stock to be converted and a fraction, the numerator of which is the Class T NAV Per Share and the denominator of which is the Class I NAV Per Share.

Class T NAV Per Share. The term “Class T NAV Per Share” shall mean the net asset value per share of Class T Common Stock, calculated as described in the most recent Valuation Procedures.

Class T Common Stock. The term “Class T Common Stock” shall mean Common Stock classified and designated as Class T Common Stock.

Dealer Manager. The term “Dealer Manager” shall mean the dealer manager for an Offering.

Distribution Fees. The term “Distribution Fees” shall mean ongoing fees (whether labeled distribution fees, dealer manager fees, or any other name), which are distinguished from Selling Commissions by not being payable up-front or at one time, payable to the Dealer Manager and reallowable to Soliciting Dealers.

Listing. The term “Listing” shall have the meaning as provided in the Charter.

Multiple Class Plan. The term “Multiple Class Plan” shall mean a written plan adopted by the Board, as such plan may be amended from time to time, that sets forth the method by which distributions among classes of Common Stock shall be determined relative to each other, and may set forth other terms of classes of Common Stock relative to each other.

Offering. The term “Offering” shall mean any offering and sale of Shares.

Primary Offering. The term “Primary Offering” shall mean, with respect to an Offering, the primary portion of such Offering, excluding any Reinvestment Plan portion of such Offering.

[Prospectus. The term “Prospectus” shall mean the same as that term is defined in Section 2(10) of the Securities Act, including a preliminary prospectus, an offering circular as described in Rule 256 of the General Rules and Regulations under the Securities Act, or, in the case of an intrastate offering, any document by whatever name known, utilized for the purpose of offering and selling Securities to the public.][update]

Reinvestment Plan. The term “Reinvestment Plan” shall mean a dividend or distribution reinvestment plan. [NTD – what is the difference?]

Securities Act. The Term “Securities Act” shall have the meaning as provided in the Charter.

Selling Commissions. The term “Selling Commissions” shall mean any and all up-front fees and commissions payable to underwriters, dealer managers or other broker-dealers in connection with the sale of Shares, including, without limitation, up-front fees or commissions payable to the Dealer Manager.

Shares. The term “Shares” shall mean shares of stock of the Corporation of any class or series.

Soliciting Dealers. The term “Soliciting Dealers” shall mean those broker-dealers that are members of the Financial Industry Regulatory Authority, Inc., or that are exempt from broker-dealer registration, and that, in either case, enter into participating broker or other agreements with the Dealer Manager to sell or provide services with respect to Shares.

Stockholders. The term “Stockholders” shall mean the holders of record of the Shares as maintained in the books and records of the Corporation or its transfer agent.

Total Corporation-Level Underwriting Compensation. The term “Total Corporation-Level Underwriting Compensation” shall mean all underwriting compensation paid or incurred with respect to an Offering from all sources, determined pursuant to the rules and guidance of the Financial Industry Regulatory Authority, Inc., including Selling Commissions and Distribution Fees.

Total Account-Level Underwriting Compensation. The term “Total Account-Level Underwriting Compensation” shall mean, with respect to any share of Common Stock sold for the account of the Corporation through an Offering, all Selling Commissions and Distribution Fees paid to the Dealer Manager or to Soliciting Dealers.

Valuation Procedures. The term “Valuation Procedures” shall mean written valuation procedures adopted by the Board, as such procedures may be amended from time to time, that set forth the method by which the net asset value per each class of share of Common Stock shall be calculated.

2. Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up, or any distribution of the assets of the Corporation, the aggregate assets available for distribution to holders of Common Stock shall be determined in accordance with applicable law. Immediately before any liquidation, dissolution or winding up, or any distribution of the assets of the Corporation pursuant to a plan of liquidation, dissolution or winding up, Class D Common Stock will automatically convert to Class I Common Stock at the Class D Conversion Rate, Class S Common Stock will automatically convert to Class I Common Stock at the Class S Conversion Rate and Class T Common Stock will automatically convert to Class I Common Stock at the Class T Conversion Rate. Following such conversion, each holder of Common Stock of a particular class shall be entitled to receive, ratably with each other holder of Common Stock of such class, that portion of such aggregate assets available for distribution as the number of outstanding Common Stock of such class held by such

holder bears to the total number of outstanding Common Stock of such class then outstanding.

3. Conversion, Distributions and Suitability.

(a) Conversion of Class D Common Stock. Each share of Class D Common Stock held within a Stockholder’s account shall automatically and without any action on the part of the holder thereof convert into Class I Common Stock at the Class D Conversion Rate on the earliest of (a) a Listing of any Common Stock, (b) a merger or consolidation of the Corporation with or into another entity, or the sale or other disposition of all or substantially all of the Corporation’s assets and (c) the end of the month in which the Dealer Manager in conjunction with the Corporation’s transfer agent determines that the Total Account-Level Underwriting Compensation paid with respect to all Class D Common Stock held by such Stockholder within such account (including shares purchased through a Reinvestment Plan or received as stock dividends) equals or exceeds 8.75% (or a lower limit set forth in any applicable agreement between the Dealer Manager and a Soliciting Dealer, provided that the Dealer Manager advises the Corporation’s transfer agent of the lower limit in writing) of the aggregate purchase price of all Class D Common Stock held by such Stockholder within such account and purchased in a Primary Offering. In addition, after termination of a Primary Offering registered under the Securities Act, each share of Class D Common Stock sold in that Primary Offering, each share of Class D Common Stock sold under a Reinvestment Plan pursuant to the same registration statement that was used for that Primary Offering, and each share of Class D Common Stock received as a stock dividend with respect to such Shares sold in such Primary Offering or Reinvestment Plan, shall automatically and without any action on the part of the holder thereof convert into a number of Class I Common Stock at the Class D Conversion Rate, at the end of the month in which the Corporation, with the assistance of the Dealer Manager, determines that Total Corporation- Level Underwriting Compensation paid with respect to that Offering would be in excess of 10% of the aggregate purchase price of all Shares sold for the account of the Corporation through that Primary Offering.

(b) Conversion of Class S Common Stock. Each share of Class S Common Stock held within a Stockholder’s account shall automatically and without any action on the part of the holder thereof convert into Class I Common Stock at the Class S Conversion Rate on the earliest of (a) a Listing of any Common Stock, (b) a merger or consolidation of the Corporation with or into another entity, or the sale or other disposition of all or substantially all of the Corporation’s assets and (c) the end of the month in which the Dealer Manager in conjunction with the Corporation’s transfer agent determines that the Total Account-Level Underwriting Compensation paid with respect to all Class S Common Stock held by such Stockholder within such account (including shares purchased through a Reinvestment Plan or received as stock

dividends) equals or exceeds 8.75% (or a lower limit set forth in any applicable agreement between the Dealer Manager and a Soliciting Dealer, provided that the Dealer Manager advises the Corporation’s transfer agent of the lower limit in writing) of the aggregate purchase price of all Class S Common Stock held by such Stockholder within such account and purchased in a Primary Offering. In addition, after termination of a Primary Offering registered under the Securities Act, each share of Class S Common Stock sold in that Primary Offering, each share of Class S Common Stock sold under a Reinvestment Plan pursuant to the same registration statement that was used for that Primary Offering, and each share of Class S Common Stock received as a stock dividend with respect to such Shares sold in such Primary Offering or Reinvestment Plan, shall automatically and without any action on the part of the holder thereof convert into a number of Class I Common Stock at the Class S Conversion Rate, at the end of the month in which the Corporation, with the assistance of the Dealer Manager, determines that Total Corporation-Level Underwriting Compensation paid with respect to that Offering would be in excess of 10% of the aggregate purchase price of all Shares sold for the account of the Corporation through that Primary Offering.

         (c) Conversion of Class T Common Stock. Each share of Class T Common Stock held within a Stockholder’s account shall automatically and without any action on the part of the holder thereof convert into Class I Common Stock at the Class T Conversion Rate on the earliest of (a) a Listing of any Common Stock, (b) a merger or consolidation of the Corporation with or into another entity, or the sale or other disposition of all or substantially all of the Corporation’s assets and (c) the end of the month in which the Dealer Manager in conjunction with the Corporation’s transfer agent determines that the Total Account-Level Underwriting Compensation paid with respect to all Class T Common Stock held by such Stockholder within such account (including shares purchased through a Reinvestment Plan or received as stock dividends) equals or exceeds 8.75% (or a lower limit set forth in any applicable agreement between the Dealer Manager and a Soliciting Dealer, provided that the Dealer Manager advises the Corporation’s transfer agent of the lower limit in writing) of the aggregate purchase price of all Class T Common Stock held by such Stockholder within such account and purchased in a Primary Offering. In addition, after termination of a Primary Offering registered under the Securities Act, each share of Class T Common Stock sold in that Primary Offering, each share of Class T Common Stock sold under a Reinvestment Plan pursuant to the same registration statement that was used for that Primary Offering, and each share of Class T Common Stock received as a stock dividend with respect to such Shares sold in such Primary Offering or Reinvestment Plan, shall automatically and without any action on the part of the holder thereof convert into a number of Class I Common Stock at the Class T Conversion Rate, at the end of the month in which the Corporation, with the assistance of the Dealer Manager, determines that Total Corporation-Level Underwriting Compensation paid with respect to that Offering would be

in excess of 10% of the aggregate purchase price of all Shares sold for the account of the Corporation through that Primary Offering.

(d) Distributions. The per share amount of any distributions for any class of Common Stock relative to the other classes of Common Stock shall be determined as described in the most recent Multiple Class Plan.

(e) Suitability.

a. Until the Class D Common Stock are Listed, in order to purchase Class D Common Stock in a public offering, the purchaser must represent to the Corporation that the applicable suitability standards set forth in the Prospectus have been satisfied.

b. Until the Class I Common Stock are Listed, in order to purchase Class I Common Stock in a public offering, the purchaser must represent to the Corporation that the applicable suitability standards set forth in the Prospectus have been satisfied.

c. Until the Class S Common Stock are Listed, in order to purchase Class S Common Stock in a public offering, the purchaser must represent to the Corporation that the applicable suitability standards set forth in the Prospectus have been satisfied.

d. Until the Class T Common Stock are Listed, in order to purchase Class T Common Stock in a public offering, the purchaser must represent to the Corporation that the applicable suitability standards set forth in the Prospectus have been satisfied.

4. Rights with Respect to Class I Common Stock. For purposes of these Articles Supplementary, Class I Common Stock shall be considered a separate “class” of Common Stock. Except as provided in these Articles Supplementary, Class D Common Stock, Class T Common Stock and Class S Common Stock shall have identical preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption as the Class I Common Stock.

SECOND: The shares of Class D Common Stock, Class T Common Stock and Class S Common Stock have been classified and designated by the Board under the authority contained in the Charter.

THIRD: These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.

FOURTH: The undersigned Chief Executive Officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer Acknowledges

that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed under seal in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this __th day of _____, 2017.

KBS STRATEGIC OPPORTUNITY REIT, INC.

By: Keith D. Hall,

   Chief Executive Officer

[CORPORATE SEAL]

Attest:

Jeffrey K. Waldvogel,

Secretary

EX-10.2

Exhibit 10.2

FORM OF ADVISORY AGREEMENT

between

KBS STRATEGIC OPPORTUNITY REIT, INC.

and

KBS CAPITAL ADVISORS LLC

[    ], 2018

TABLE OF CONTENTS

	Page
ARTICLE 1 - DEFINITIONS		1
ARTICLE 2 - APPOINTMENT		7
ARTICLE 3 - DUTIES OF THE ADVISOR		7
3.01 Fee-Related Services		7
3.02 Non-Fee Related Services		8
ARTICLE 4 - AUTHORITY OF ADVISOR		11
4.01 General		11
4.02 Powers of the Advisor		11
4.03 Approval by the Board		12
4.04 Modification or Revocation of Authority of Advisor		12
ARTICLE 5 - BANK ACCOUNTS		12
ARTICLE 6 - RECORDS AND FINANCIAL STATEMENTS		12
ARTICLE 7 - LIMITATION ON ACTIVITIES		13
ARTICLE 8 - FEES		13
8.01 General		13
8.02 Advisory Fee		13
8.03 Fees for Other Services		15
ARTICLE 9 - EXPENSES		16
9.01 General		16
9.02 Timing of and Additional Limitations on Reimbursements		17
ARTICLE 10 - VOTING AGREEMENT		18
ARTICLE 11 - RELATIONSHIP OF ADVISOR AND COMPANY; OTHER ACTIVITIES OF THE ADVISOR		18
11.01 Relationship		18
11.02 Time Commitment		18
11.03 Investment Opportunities and Allocation		19
ARTICLE 12 - THE KBS NAME		19
ARTICLE 13 - TERM AND TERMINATION OF THE AGREEMENT		19
13.01 Term		19
13.02 Termination by Either Party		19
13.03 Payments on Termination and Survival of Certain Rights and Obligations		20
ARTICLE 14 - ASSIGNMENT		20
ARTICLE 15 - INDEMNIFICATION AND LIMITATION OF LIABILITY		20
15.01 Indemnification		20
15.02 Limitation on Indemnification		21
15.03 Limitation on Payment of Expenses		21
ARTICLE 16 - MISCELLANEOUS		21
16.01 Notices		21
16.02 Modification		22
16.03 Severability		22
16.04 Construction		22
16.05 Entire Agreement		22
16.06 Waiver		22

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16.07 Gender	23
16.08 Titles Not to Affect Interpretation	23
16.09 Counterparts	23

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ADVISORY AGREEMENT

This Advisory Agreement, dated as of [    ], 2018 (the “Agreement”), is between KBS Strategic Opportunity REIT, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).

W I T N E S S E T H

WHEREAS, the Company desires to avail itself of the knowledge, experience, sources of information, advice, assistance and certain facilities available to the Advisor and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of, the board of directors of the Company (the “Board”), all as provided herein; and

WHEREAS, the Advisor is willing to undertake to render such services, subject to the supervision of the Board, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

The following defined terms used in this Agreement shall have the meanings specified below:

“Acquisition Expenses” means any and all expenses incurred by the Company, the Advisor or any Affiliate of either in connection with the selection, acquisition or development of any property, loan or other potential investment, whether or not acquired or originated, as applicable, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on properties or other investments not acquired, accounting fees and expenses, title insurance premiums and miscellaneous expenses related to the selection, acquisition or development of any property, loan or other potential investment.

“Acquisition Fees” means all other fees and commissions, excluding Acquisition Expenses, paid by any Person to any Person in connection with making or investing in any Property, Loan or other Permitted Investment or the purchase, development or construction of any Property by the Company. Included in the computation of such fees or commissions shall be any real estate commission, selection fee, Development Fee, Construction Fee, nonrecurring management fee, loan fees or points or any fee of a similar nature, however designated. Excluded shall be Development Fees and Construction Fees paid to Persons not Affiliated with the Advisor in connection with the actual development and construction of a Property.

“Advisor” means (i) KBS Capital Advisors LLC, a Delaware limited liability company, or (ii) any successor advisor to the Company.

“Advisory Fee” shall have the meaning set forth in Section 8.02.

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“Affiliate” or “Affiliated” An Affiliate of another Person includes any of the following: (i) any Person directly or indirectly controlling, controlled by, or under common control with such other Person; (ii) any Person directly or indirectly owning, controlling, or holding with the power to vote 10% or more of the outstanding voting securities of such other Person; (iii) any legal entity for which such Person acts as an executive officer, director, trustee, or general partner; (iv) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held, with power to vote, by such other Person; and (v) any executive officer, director, trustee, or general partner of such other Person. An entity shall not be deemed to control or be under common control with an Advisor-sponsored program unless (i) the entity owns 10% or more of the voting equity interests of such program or (ii) a majority of the board of directors (or equivalent governing body) of such program is composed of Affiliates of the entity.

“Annual Total Return Amount” means the overall investment return, expressed as a dollar amount per Share, which shall be equal to the sum of (1) the Weighted-Average Distributions per Share over the applicable period, and (2) the Ending VPS, adjusted to remove the negative impact on the overall investment return from the payment or obligation to pay the Performance Component and Class-Specific Fees, less the Beginning VPS.

“Average Invested Assets” means, for a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Properties, Loans and other Permitted Investments secured by real estate before reserves for depreciation or bad debts or other similar non-cash reserves, computed by taking the average of such values at the end of each month during such period.

“Beginning VPS” means the VPS determined as of the end of the most recent month prior to the commencement of the applicable period.

“Board” means the board of directors of the Company, as of any particular time.

“Bylaws” means the bylaws of the Company, as amended from time to time.

“Charter” means the articles of incorporation of the Company, as amended from time to time.

“Class-Specific Fees” means any Distribution Fee expenses accrued or allocated directly or indirectly to a particular class of Shares.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

“Company” means KBS Strategic Opportunity REIT, Inc., a corporation organized under the laws of the State of Maryland.

“Company NAV” means the NAV of the Company.

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“Conflicts Committee” shall have the meaning set forth in the Company’s Charter.

“Construction Fee” means a fee or other remuneration for acting as general contractor and/or construction manager to construct improvements, supervise and coordinate projects or to provide major repairs or rehabilitation on a Property.

“Dealer Manager” means (i) KBS Capital Markets Group LLC, a Delaware limited liability company, or (ii) any successor dealer manager to the Company.

“Development Fee” means a fee for the packaging of a Property, including negotiating and approving plans, and undertaking to assist in obtaining zoning and necessary variances and necessary financing for the Property, either initially or at a later date.

“Director” means a member of the board of directors of the Company.

“Distribution Fees” means any ongoing distribution fees, dealer manager fees or similar fees (as distinguished from up-front or one-time selling commissions and dealer manager fees) payable pursuant to the then-current dealer manager agreement between the Company and KBS Capital Markets Group LLC.

“Distributions” means any distributions of money or other property by the Company to owners of Shares, including distributions that may constitute a return of capital for federal income tax purposes.

“Ending VPS” means the VPS as of the end of the last month in the applicable period.

“Fixed Component” means the non-variable component of the Advisory Fee as described in Section 8.02.

“GAAP” means accounting principles generally accepted in the United States.

“Gross Proceeds” means the aggregate purchase price of all Shares sold for the account of the Company through an Offering, without deduction for Organization and Offering Expenses.

“Hurdle Amount” means for the applicable period, an amount that when annualized would equal 7% of the Beginning VPS.

“Independent Valuation Advisor” means a firm that is (i) engaged to a substantial degree in the business of conducting valuations on commercial real estate properties, (ii) not affiliated with the Advisor and (iii) engaged by the Company with the approval of the Board to appraise the Properties or other assets or liabilities pursuant to the Valuation Procedures.

“Joint Venture” means any joint venture, limited liability company or other Affiliate of the Company that owns, in whole or in part, on behalf of the Company any Properties, Loans or other Permitted Investments.

“Listed” or “Listing” shall have the meaning set forth in the Company’s Charter.

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“Loans” means mortgage loans and other types of debt financing investments made by the Company or the Partnership, either directly or indirectly, including through ownership interests in a Joint Venture or partnership, including, without limitation, mezzanine loans, B-notes, bridge loans, convertible mortgages, wraparound mortgage loans, construction mortgage loans, loans on leasehold interests, and participations in such loans.

“Loss Carryforward Amount” shall equal zero as of [__], 2018 and shall cumulatively increase by the absolute value of any negative Annual Total Return Amount and decrease by any positive Annual Total Return Amount, provided that the Loss Carryforward Amount shall at no time be less than zero. The effect of the Loss Carryforward Amount is that the recoupment of past Annual Total Return Amount losses will offset the positive Annual Total Return Amount for purposes of the calculation of the Performance Component.

“NASAA Guidelines” means the NASAA Statement of Policy Regarding Real Estate Investment Trusts as in effect on the date hereof.

“NAV” means net asset value, calculated pursuant to the Valuation Procedures.

“NAV Calculations” means the calculations used to determine the NAV of the Company and the Shares, as provided in the Valuation Procedures.

“Net Income” means, for any period, the total revenues applicable to such period, less the total expenses applicable to such period excluding additions to reserves for depreciation, bad debts or other similar non-cash reserves; provided, however, Net Income for purposes of calculating total allowable Operating Expenses (as defined herein) shall exclude the gain from the sale of the Company’s assets.

“Offering” means any offering of Shares that is registered with the SEC, excluding Shares offered under any employee benefit plan.

“Operating Expenses” means all costs and expenses incurred by the Company, as determined under GAAP, that in any way are related to the operation of the Company or to Company business, including fees paid to the Advisor, but excluding (i) the expenses of raising capital such as Organization and Offering Expenses, legal, audit, accounting, underwriting, brokerage, listing, registration, and other fees, printing and other such expenses and tax incurred in connection with the issuance, distribution, transfer, registration and Listing of the Shares, (ii) interest payments, (iii) taxes, (iv) non-cash expenditures such as depreciation, amortization and bad loan reserves, (v) incentive fees paid in compliance with Section IV.F. of the NASAA Guidelines and (vi) Acquisition Fees, Acquisition Expenses, real estate commissions on the resale of real property, and other expenses connected with the acquisition, disposition, and ownership of real estate interests, loans or other property (other than commissions on the sale of assets other than real property), such as the costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of property.

“Organization and Offering Expenses” means all expenses incurred by or on behalf of the Company in connection with or preparing the Company for registration of and subsequently offering and distributing its Shares to the public, whether incurred before or after the date of this Agreement, which may include but are not limited to, total underwriting and brokerage discounts

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and commissions (including fees of the underwriters’ attorneys); any expense allowance granted by the Company to the underwriter or any reimbursement of expenses of the underwriter by the Company; expenses for printing, engraving and mailing; compensation of employees while engaged in sales activity; charges of transfer agents, registrars, trustees, escrow holders, depositaries and experts; and expenses of qualification of the sale of the securities under Federal and State laws, including taxes and fees, accountants’ and attorneys’ fees.

“Partnership” means KBS Strategic Opportunity Limited Partnership, a Delaware limited partnership formed to own and operate Properties, Loans and other Permitted Investments on behalf of the Company.

“Performance Component” means the variable component of the Advisory Fee as described in Section 8.02.

“Permitted Investments” means all investments (other than Properties and Loans) in which the Company may acquire an interest, either directly or indirectly, including through ownership interests in a Joint Venture or partnership, pursuant to its Charter, Bylaws and the investment objectives and policies adopted by the Board from time to time, other than short-term investments acquired for purposes of cash management.

“Person” means an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c) (17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity, or any government or any agency or political subdivision thereof, and also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

“Property” means any real property or properties transferred or conveyed to the Company or the Partnership, either directly or indirectly, including through ownership interests in a Joint Venture or partnership.

“Property Manager” means an entity that has been retained to perform and carry out at one or more of the Properties property-management services, excluding persons, entities or independent contractors retained or hired to perform facility management or other services or tasks at a particular Property, the costs for which are passed through to and ultimately paid by the tenant at such Property.

“Registration Statement” means the then-current registration statement filed by the Company with the SEC on Form S-11, as amended from time to time, in connection with its ongoing public offerings.

“REIT” means a “real estate investment trust” under Sections 856 through 860 of the Code.

“Sale” means any transaction or series of transactions whereby: (A) the Company or the Partnership sells, grants, transfers, conveys, or relinquishes its ownership of any Property, Loan or other Permitted Investment or portion thereof, including the transfer of any Property that is the

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subject of a ground lease, including any event with respect to any Property, Loan or other Permitted Investment that gives rise to a significant amount of insurance proceeds or condemnation awards, and including the issuance by one of the Company’s subsidiaries of any asset-backed securities or collateralized debt obligations as part of a securitization transaction; (B) the Company or the Partnership sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Company or the Partnership in any Joint Venture or any partnership in which it is a partner; or (C) any Joint Venture or any partnership in which the Company or the Partnership is a partner, sells, grants, transfers, conveys, or relinquishes its ownership of any Property, Loan or other Permitted Investment or portion thereof, including any event with respect to any Property, Loan or other Permitted Investment that gives rise to insurance claims or condemnation awards, and including the issuance by such Joint Venture or any partnership or one of its subsidiaries of any asset-backed securities or collateralized debt obligations as part of a securitization transaction.

“SEC” means the United States Securities and Exchange Commission.

“Settlement” means the prepayment, maturity, workout or other settlement of any Loan or other Permitted Investment or portion thereof owned, directly or indirectly, by (A) the Company or the Partnership or (B) any Joint Venture or any partnership in which the Company or the Partnership is, directly or indirectly, a partner.

“Shares” means all classes of shares of common stock of the Company, par value $.01 per share.

“Stockholders” means the registered holders of the Shares.

“Termination Date” means the date of termination of the Agreement determined in accordance with Article 13 hereof.

“Valuation Procedures” means the valuation procedures adopted by the Board, as amended from time to time.

“VPS” means average value per Share, which on any given date shall be equal to (i) the Company NAV on such date, divided by (ii) the aggregate number of Shares of all classes outstanding on such date.

“Weighted-Average Distributions per Share” means for a particular period of time, an amount equal to the ratio of (i) the aggregate distributions paid or accrued in respect of all Shares during the applicable period, divided by (ii) the weighted-average number of Shares of all classes outstanding during the applicable period, calculated in accordance with GAAP applied on a consistent basis.

“2%/25% Guidelines” means the requirement pursuant to the NASAA Guidelines that, in any period of four consecutive fiscal quarters, total Operating Expenses not exceed the greater of 2% of the Company’s Average Invested Assets during such 12-month period or 25% of the Company’s Net Income over the same 12-month period.

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ARTICLE 2

APPOINTMENT

The Company hereby appoints the Advisor to serve as its advisor and asset manager on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.

ARTICLE 3

DUTIES OF THE ADVISOR

The Advisor is responsible for managing, operating, directing and supervising the operations and administration of the Company and its assets. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities, to make investment decisions on behalf of the Company subject to the limitations in the Company’s Charter, the direction and oversight of the Board and Section 4.03 hereof, and to provide the Company with a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. Subject to the limitations set forth in this Agreement, including Article 4 hereof, and the continuing and exclusive authority of the Board over the management of the Company, the Advisor shall, either directly or by engaging an Affiliate or third party, perform the following duties: [KBS needs to carefully review the following breakdown of fee-related / non-fee related services. You cannot get reimbursed for personnel/overhead of things that are “fee-related” but you can get reimbursed for personnel/overhead of the other services. So for example, since you no longer get an acquisition fee or disposition fee, you’ll probably want those to be non fee-related services so you can at least get reimbursement. Need to carefully consider this in light of new fee structure]

3.01 Fee-Related Services.    

(a)        Asset Management Services. The following services shall be provided by the Advisor or one of its Affiliates in consideration of the fees described in Article 8 of this Agreement, subject to reimbursement for expenses as provided in Article 9 or as otherwise provided in this Agreement:

(i) Monitor and evaluate the performance of each asset of the Company and the Company’s overall portfolio of assets, provide daily management services to the Company and perform and supervise the various management and operational functions related to the Company’s investments;

(ii) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, marketing and leasing of Properties, Loans and other Permitted Investments on an overall portfolio basis;

(iii) Oversee the performance by the Property Managers of their duties, including collection and proper deposits of rental payments and payment of Property expenses and maintenance;

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(iv)   Conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of the Property Managers;

(v)   Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each Property Manager and aggregate these property budgets into the Company’s overall budget;

(vi)   Coordinate and manage relationships between the Company and any Joint Venture partners; and

(vii)   enter into leases, service contracts and other agreements for Properties, Loans and other Permitted Investments;

(b)        Subscription processing services. [Perform the various subscription processing services reasonably necessary for the admission of new Stockholders.][If a fee is charged for this (rather than reimbursement of Advisor personnel/other costs), need to describe it in the prospectus. Otherwise, move this to non-fee services.]

3.02     Non Fee-Related Services. The following services shall be provided by the Advisor or one of its Affiliates without consideration in the form of a separate fee, subject to reimbursement for expenses as provided in Section 9, or as otherwise provided under this Agreement:

(a)        Organizational and Offering Services. The Advisor shall perform all services related to the organization of the Company or any Offering or private sale of the Company’s securities, other than services that (i) are to be performed by the Dealer Manager, (ii) the Company elects to perform directly or (iii) would require the Advisor to register as a broker-dealer with the SEC or any state.

(b)        Acquisition and Disposition Services.

(i) Consult with the Company’s officers and the Board and provide assistance with the evaluation and approval of potential asset acquisition and disposition opportunities that are presented to the Board;

(ii) Subject to Section 4 hereof and the investment objectives and policies of the Company: (a) locate, analyze and select potential investments; (b) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties, Loans and other Permitted Investments will be made; and (c) acquire, originate and dispose of Properties, Loans and other Permitted Investments on behalf of the Company;

(iii) Perform due diligence on prospective investments and create due diligence reports summarizing the results of such work;

(iv) With respect to prospective investments presented to the Board, prepare reports regarding such prospective investments that include

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recommendations and supporting documentation necessary for the Directors to evaluate the proposed investments;

(v)   Obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of contemplated investments of the Company;

(vi)   Deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the Company’s investments; and

(vii)   Negotiate and execute approved investments and other transactions, including prepayments, maturities, workouts and other settlements of Loans and other Permitted Investments.

(c)        Financing Services

(i)   Consult with the Company’s officers and the Board and provide assistance with the evaluation and approval of potential financing and refinancing opportunities that are presented to the Board.

(ii)   Negotiate and service the Company’s debt facilities and other financings; and

(iii)   Arrange for financing and refinancing and make other changes in the asset or capital structure of investments in Properties, Loans and other Permitted Investments

(d)        Accounting and Other Administrative Services:

(i) Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies;

(ii) Consult with the Company’s officers and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary with respect to investment and borrowing opportunities presented to the Board, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company;

(iii) Investigate, select and, on behalf of the Company, engage and conduct business with (including enter contracts with) such Persons as the Advisor deems necessary to the proper performance of its obligations as set forth in this Agreement, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, developers, construction companies, Property Managers and any and all Persons

9

acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services;

(iv)   Provide the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company;

(v)   From time to time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company under this Agreement;

(vi)   Make reports to the Conflicts Committee each quarter of the investments that have been made by other programs sponsored by the Advisor or any of its Affiliates, including KBS Realty Advisors LLC, as well as any investments that have been made by the Advisor or any of its Affiliates directly;

(vii)   Provide or arrange for any administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations;

(viii)   Provide financial and operational planning services;

(ix)   Maintain accounting and other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax returns and any other information required to be filed with the SEC, the Internal Revenue Service and any other regulatory agency;

(x)   Maintain and preserve all appropriate books and records of the Company;

(xi)   Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters;

(xii)   Provide the Company with all necessary cash management services;

(xiii)   Consult with the Company’s officers and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations;

(xiv)   Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Sarbanes-Oxley Act of 2002;

(xv)   Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;

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(xvi)   Perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, including federal and state securities laws and the Sarbanes-Oxley Act of 2002;

(xvii)   Notify the Board of all proposed material transactions before they are completed;

(xviii)   Implement and coordinate the processes with respect to the NAV Calculations, and in connection therewith, obtain appraisals performed by an Independent Valuation Advisor concerning the value of the Properties;

(xix)   Supervise one or more Independent Valuation Advisors and, if and when necessary, recommend to the Board its replacement; and

(xx)   Do all things necessary to assure its ability to render the services described in this Agreement.

(e)        Stockholder Services.

(i) Manage services for and communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications;

(ii) Oversee the performance of the transfer agent and registrar;

(iii) Manage and coordinate with the transfer agent the dividend process and payments to Stockholders; and

(iv) Establish technology infrastructure to assist in providing Stockholder support and service.

(f)        Other Services. Except as provided in Article 7, the Advisor shall perform any other services reasonably requested by the Company (acting through the Conflicts Committee).

ARTICLE 4

AUTHORITY OF ADVISOR

4.01 General. All rights and powers to manage and control the day-to-day business and affairs of the Company shall be vested in the Advisor. The Advisor shall have the power to delegate all or any part of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the Advisor or the Company as it may deem appropriate. Any authority delegated by the Advisor to any other Person shall be subject to the limitations on the rights and powers of the Advisor specifically set forth in this Agreement or the Charter.

4.02 Powers of the Advisor. Subject to the express limitations set forth in this Agreement and the continuing and exclusive authority of the Board over the management of the Company, the power to direct the management, operation and policies of the Company, including making, financing and disposing of investments, shall be vested in the Advisor, which shall have the

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power by itself and shall be authorized and empowered on behalf and in the name of the Company to carry out any and all of the objectives and purposes of the Company and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable or incidental thereto to perform its obligations under this Agreement.

4.03 Approval by the Board. Notwithstanding the foregoing, the Advisor may not take any action on behalf of the Company without the prior approval of the Board or duly authorized committees thereof if the Charter or Maryland General Corporation Law require the prior approval of the Board. If the Board or a committee of the Board must approve a proposed investment, financing or disposition or chooses to do so, the Advisor will deliver to the Board or committee, as applicable, all documents required by it to evaluate such investment, financing or disposition.

4.04 Modification or Revocation of Authority of Advisor. The Board may, at any time upon the giving of notice to the Advisor, modify or revoke the authority or approvals set forth in Article 3 and this Article 4 hereof; provided, however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed the Company prior to the date of receipt by the Advisor of such notification.

ARTICLE 5

BANK ACCOUNTS

The Advisor may establish and maintain one or more bank accounts in its own name for the account of the Company or in the name of the Company and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company, under such terms and conditions as the Board may approve, provided that no funds shall be commingled with the funds of the Advisor. The Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and the independent auditors of the Company.

ARTICLE 6

RECORDS AND FINANCIAL STATEMENTS

The Advisor, in the conduct of its responsibilities to the Company, shall maintain adequate and separate books and records for the Company’s operations in accordance with GAAP, which shall be supported by sufficient documentation to ascertain that such books and records are properly and accurately recorded. Such books and records shall be the property of the Company and shall be available for inspection by the Board and by counsel, auditors and other authorized agents of the Company, at any time or from time to time during normal business hours. Such books and records shall include all information necessary to calculate and audit the fees or reimbursements paid under this Agreement. The Advisor shall utilize procedures to attempt to ensure such control over accounting and financial transactions as is reasonably required to protect the Company’s assets from theft, error or fraudulent activity. All financial statements that the Advisor delivers to the Company shall be prepared on an accrual basis in accordance with GAAP, except for special financial reports that by their nature require a deviation from GAAP. The Advisor shall liaise with the Company’s officers and independent

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auditors and shall provide such officers and auditors with the reports and other information that the Company so requests.

ARTICLE 7

LIMITATION ON ACTIVITIES

Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code, (ii) subject the Company to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares or its other securities, (iv) require the Advisor to register as a broker-dealer with the SEC or any state, or (v) violate the Charter or Bylaws. In the event an action that would violate (i) through (v) of the preceding sentence but such action has been ordered by the Board, the Advisor shall notify the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.

ARTICLE 8

FEES

8.01 General. The fees described in Section  8.02 are compensation for the personnel and related employment costs incurred by the Advisor or its Affiliates in performing the applicable services, including but not limited to salaries and wages, benefits and overhead of all employees involved in the performance of such services, but not for the third-party costs incurred by the Advisor or its Affiliates in connection with the performance of such services, which third-party costs shall be separately reimbursed and are not included in the services provided by the Advisor and its Affiliates.

8.02 Advisory Fee.   The Advisor shall receive the Advisory Fee as compensation for asset management services rendered pursuant to Section 3.01(a) hereof as follows.

(i) The Advisory Fee will be comprised of two separate components: (1) a fixed component in an amount equal to, for each month during the term of this Agreement, 1/12th of 1.10% of the product of (x) the applicable monthly Company NAV per Share, before giving effect to any monthly accruals for the Advisory Fee, Distribution Fees or any distributions accrued in respect of Shares during the applicable month, and (y) the weighted average number of Shares outstanding during the applicable month (the “Fixed Component”); and (2) a performance component (the “Performance Component”) that is calculated as described in Section 8.02(ii) below.

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(ii) The Advisor will earn a Performance Component with respect to each calendar year (or partial calendar year) in which this Agreement is in effect in an amount equal to:

(A) The lesser of (1) the amount equal to 15.0% of (a) the Annual Total Return Amount less (b) the Loss Carryforward Amount, and (2) the amount equal to (x) the Annual Total Return Amount, less (y) the Loss Carryforward Amount, less (z) the Hurdle Amount;

multiplied by:

(B) The weighted-average number of Shares outstanding during the applicable year, calculated in accordance with GAAP as applied on a consistent basis,

(C) Provided that the Performance Component shall at no time be less than zero.

Except as described in the definition of Loss Carryforward Amount in this Agreement, any amount by which the Annual Total Return Amount falls below the Hurdle Amount will not be carried forward to subsequent periods. If the Performance Component is payable pursuant to this Section 8.02(ii), the Advisor will be entitled to such payment even in the event that the total percentage return to Stockholders over any longer or shorter period, or the total percentage return to any particular Stockholder over the same, longer or shorter period, has been less than the annual return used to calculate the Hurdle Amount. The Advisor shall not be obligated to return any portion of any Advisory Fee paid based on the Company’s subsequent performance.

(iii) The Advisory Fee will generally accrue and be payable monthly. The Fixed Component is payable monthly in arrears (after the completion of the NAV Calculations for such month). The Performance Component with respect to any calendar year is payable after the completion of the NAV Calculations for December of such year. The Fixed Component shall be payable for each month in which this Agreement is in effect, even if the Agreement is in effect for a partial month. The Performance Component shall be payable for each calendar year in which this Agreement is in effect, even if the Agreement is in effect for a partial year. With respect to the first calendar year in which the fees pursuant to this Agreement are in effect, the partial period Fixed Component and Performance Component of the Advisory Fee will be calculated based on the date on which the Agreement was entered into, and based on a good faith estimate of what the NAV Calculations would be as of that date. In the event this Agreement is terminated or its term expires without renewal,

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the partial period Fixed Component and Performance Component of the Advisory Fee will be calculated and due and payable upon the Termination Date based on a good faith estimate of what the NAV Calculations would be as of that date. If the Advisory Fee is payable with respect to any partial calendar month or calendar year, the Fixed Component will be prorated based on the number of days elapsed during any partial calendar month and the Performance Component (including the Hurdle Amount) will be prorated based on the number of days elapsed during, and the Annual Total Return Amount achieved for, the period of such partial calendar year.

(iv) In the event the Company commences a liquidation of its investments during any calendar year, the Advisor will be paid its Advisory Fee from the proceeds of the liquidation and the Performance Component will be calculated at the end of the liquidation period prior to the distribution of the liquidation proceeds to the Stockholders. The calculation of the Performance Component for any partial year shall be calculated consistent with the applicable provisions of Section 8.02(iii) above.

(v) The Advisor may require that the Company restructure the Performance Component to be paid through a performance participation interest in the Partnership. This performance participation would be in the form of a special limited partnership interest, the basic terms of which would allow the Advisor (or its Affiliate) to receive the Performance Component described above through a distribution from the Partnership in the form of either cash or limited partnership units.

8.03 Fees for Other Services. The Company may retain certain of the Advisor’s Affiliates from time to time, for services relating to its investments or its operations, which may include property management services, leasing services, corporate services, statutory services, transaction support services (including but not limited to coordinating with brokers, lawyers, accountants and other advisors, assembling relevant information, conducting financial and market analyses, and coordinating closing procedures), construction and development management, and loan management and servicing, and within one or more such categories, providing services in respect of asset and/or investment administration, accounting, technology, tax preparation, finance (including but not limited to budget preparation and preparation and maintenance of corporate models), treasury, operational coordination, risk management, insurance placement, human resources, legal and compliance, valuation and reporting-related services, as well as services related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, property, title and/or other types of insurance, management consulting and other similar operational matters. Any fees paid to the Advisor’s affiliates for any such services will not reduce the advisory fees. Any such arrangements will be at market rates or reimbursement of costs incurred by the affiliate in providing the services.

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ARTICLE 9

EXPENSES

9.01 General. In addition to the compensation paid to the Advisor pursuant to Article 8 hereof, the Company shall pay directly or reimburse the Advisor for all of the expenses paid or incurred by the Advisor or its Affiliates on behalf of the Company or in connection with the services provided to the Company pursuant to this Agreement, including, but not limited to:

(i)   All Organization and Offering Expenses; provided, however, that the Company shall not reimburse the Advisor to the extent such reimbursement would cause the total amount spent by the Company on Organization and Offering Expenses to exceed 15% of the Gross Proceeds raised as of the date of the reimbursement and provided further that within 60 days after the end of the month in which an Offering terminates, the Advisor shall reimburse the Company to the extent the Company incurred Organization and Offering Expenses exceeding 15% of the Gross Proceeds raised in the completed Offering; the Company shall not reimburse the Advisor for any Organization and Offering Expenses that are not fair and commercially reasonable to the Company, and the Advisor shall reimburse the Company for any Organization and Offering Expenses that are not fair and commercially reasonable to the Company;

(ii)   Acquisition Fees and Acquisition Expenses incurred in connection with the selection and acquisition of Properties, Loans and other Permitted Investments, including such expenses incurred related to assets pursued or considered but not ultimately acquired by the Company, provided that, notwithstanding anything herein to the contrary, the payment of Acquisition Fees and Acquisition Expenses by the Company shall be subject to the limitations contained in the Company’s Charter;

(iii)   The actual out-of-pocket cost of goods and services used by the Company and obtained from entities not Affiliated with the Advisor;

(iv)   Interest and other costs for borrowed money, including discounts, points and other similar fees;

(v)   Taxes and assessments on income or Properties, taxes as an expense of doing business and any other taxes otherwise imposed on the Company and its business, assets or income;

(vi)   Out-of-pocket costs associated with insurance required in connection with the business of the Company or by its officers and Directors;

(vii)   Expenses of managing, improving, developing, operating and selling Properties, Loans and other Permitted Investments owned, directly or indirectly, by the Company, as well as expenses of other transactions relating to such Properties, Loans and other Permitted Investments, including but not limited to prepayments, maturities, workouts and other settlements of Loans and other Permitted Investments;

(viii)   All out-of-pocket expenses in connection with payments to the Board and meetings of the Board and Stockholders;

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(ix)   Personnel and related employment costs incurred by the Advisor or its Affiliates in performing the services described in Article 3 hereof, including but not limited to reasonable salaries and wages, benefits and overhead of all employees directly involved in the performance of such services, provided that, other than reimbursement of travel and communications expenses, no reimbursement shall be made for compensation of such employees of the Advisor or its Affiliates to the extent that such employees perform services for which the Advisor receives the Advisory Fee [or Subscription Processing Fee];

(x)   Out-of-pocket expenses of providing services for and maintaining communications with Stockholders, including the cost of preparation, printing, and mailing annual reports and other Stockholder reports, proxy statements and other reports required by governmental entities;

(xi)   Audit, accounting and legal fees, and other fees for professional services relating to the operations of the Company and all such fees incurred at the request, or on behalf of, the Board, the Conflicts Committee or any other committee of the Board;

(xii)   Out-of-pocket costs for the Company to comply with all applicable laws, regulations and ordinances;

(xiii)   Expenses connected with payments of Distributions made or caused to be made by the Company to the Stockholders;

(xiv)   Expenses of organizing, redomesticating, merging, liquidating or dissolving the Company or of amending the Charter or the Bylaws; and

(xv)   All other out-of-pocket costs incurred by the Advisor in performing its duties hereunder.

9.02 Timing of and Additional Limitations on Reimbursements.

(i)   Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter.

(ii)   The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unless the Conflicts Committee determines that such excess was justified, based on unusual and nonrecurring factors that the Conflicts Committee deems sufficient. If the Conflicts Committee does not approve such excess as being so justified, any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Conflicts Committee determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the

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Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the Conflicts Committee, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the SEC within 60 days of such quarter end), together with an explanation of the factors the Conflicts Committee considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

ARTICLE 10

VOTING AGREEMENT

The Advisor agrees that, with respect to any Shares now or hereinafter owned by it, the Advisor will not vote or consent on matters submitted to the stockholders of the Company regarding (i) the removal of the Advisor or any Affiliate of the Advisor, (ii) any transaction between the Company and the Advisor or any of its Affiliates, (iii) the election of directors of the Company or (iv) the approval or termination of any contract with the Advisor or any Affiliate of the Advisor. This voting restriction shall survive until such time that the Advisor is both no longer serving as such and is no longer an Affiliate of the Company.

ARTICLE 11

RELATIONSHIP OF ADVISOR AND COMPANY;

OTHER ACTIVITIES OF THE ADVISOR

11.01 Relationship. The Company and the Advisor are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers. Nothing herein contained shall prevent the Advisor from engaging in other activities, including, without limitation, the rendering of advice to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by the Advisor or its Affiliates. Nor shall this Agreement limit or restrict the right of any manager, director, officer, employee or equityholder of the Advisor or its Affiliates to engage in any other business or to render services of any kind to any other Person. The Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each and every other participant therein. The Advisor shall promptly disclose to the Board the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, that creates or could create a conflict of interest between the Advisor’s obligations to the Company and its obligations to or its interest in any other Person.

11.02 Time Commitment. The Advisor shall, and shall cause its Affiliates and their respective employees, officers and agents to, devote to the Company such time as shall be reasonably necessary to conduct the business and affairs of the Company in an appropriate manner consistent with the terms of this Agreement. The Company acknowledges that the Advisor and its Affiliates and their respective employees, officers and agents may also engage in activities unrelated to the Company and may provide services to Persons other than the Company or any of its Affiliates.

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11.03 Investment Opportunities and Allocation. The Advisor shall be required to use commercially reasonable efforts to present a continuing and suitable investment program to the Company that is consistent with the investment policies and objectives of the Company, but neither the Advisor nor any Affiliate of the Advisor shall be obligated generally to present any particular investment opportunity to the Company even if the opportunity is of character that, if presented to the Company, could be taken by the Company. In the event an investment opportunity is located, the allocation procedure set forth under the caption “Conflicts of Interest – Certain Conflict Resolution Measures – Allocation of Investment Opportunities” in the Registration Statement shall govern the allocation of the opportunity among the Company and Affiliates of the Advisor.

ARTICLE 12

THE KBS NAME

The Advisor and its Affiliates have a proprietary interest in the name “KBS.” The Advisor hereby grants to the Company a non-transferable, non-assignable, non-exclusive royalty-free right and license to use the name “KBS” during the term of this Agreement. Accordingly, and in recognition of this right, if at any time the Company ceases to retain the Advisor or one of its Affiliates to perform advisory services for the Company, the Company will, promptly after receipt of written request from the Advisor, cease to conduct business under or use the name “KBS” or any derivative thereof and the Company shall change its name and the names of any of its subsidiaries to a name that does not contain the name “KBS” or any other word or words that might, in the reasonable discretion of the Advisor, be susceptible of indication of some form of relationship between the Company and the Advisor or any its Affiliates. At such time, the Company will also make any changes to any trademarks, servicemarks or other marks necessary to remove any references to the word “KBS.” Consistent with the foregoing, it is specifically recognized that the Advisor or one or more of its Affiliates has in the past and may in the future organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate) and financial and service organizations having “KBS” as a part of their name, all without the need for any consent (and without the right to object thereto) by the Company.

ARTICLE 13

TERM AND TERMINATION OF THE AGREEMENT

13.01 Term.   This Agreement shall have an initial term of one year from the date hereof and may be renewed for an unlimited number of successive one-year terms upon mutual consent of the parties. The Company (acting through the Conflicts Committee) will evaluate the performance of the Advisor annually before renewing this Agreement, and each such renewal shall be for a term of no more than one year. Any such renewal must be approved by the Conflicts Committee.

13.02 Termination by Either Party.   This Agreement may be terminated upon 60 days written notice without cause or penalty by either the Company (acting through the Conflicts Committee) or the Advisor. The provisions of Articles 1, 10, 12, 13, 15 and 16 shall survive termination of this Agreement.

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13.03 Payments on Termination and Survival of Certain Rights and Obligations. Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable.

(i) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement.

(ii) The Advisor shall promptly upon termination:

(a)   pay over to the Company all money collected pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;

(b)   deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board;

(c)   deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and

(d)   cooperate with the Company to provide an orderly transition of advisory functions.

ARTICLE 14

ASSIGNMENT

This Agreement may be assigned by the Advisor to an Affiliate with the consent of the Conflicts Committee. The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Board. This Agreement shall not be assigned by the Company without the consent of the Advisor, except in the case of an assignment by the Company to a corporation or other organization that is a successor to all of the assets, rights and obligations of the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound by this Agreement.

ARTICLE 15

INDEMNIFICATION AND LIMITATION OF LIABILITY

15.01 Indemnification. Except as prohibited by the restrictions provided in this Section 15.01, Section 15.02 and Section 15.03, the Company shall indemnify, defend and hold harmless the Advisor and its Affiliates, including their respective officers, directors, equity holders, partners and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by

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insurance. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders.

Notwithstanding the foregoing, the Company shall not indemnify the Advisor or its Affiliates for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws.

15.02 Limitation on Indemnification. Notwithstanding the foregoing, the Company shall not provide for indemnification of the Advisor or its Affiliates for any liability or loss suffered by any of them, nor shall any of them be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met:

(i)   The Advisor or its Affiliates have determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company.

(ii)   The Advisor or its Affiliates were acting on behalf of or performing services for the Company.

(iii)   Such liability or loss was not the result of negligence or misconduct by the Advisor or its Affiliates.

15.03 Limitation on Payment of Expenses. The Company shall pay or reimburse reasonable legal expenses and other costs incurred by the Advisor or its Affiliates in advance of the final disposition of a proceeding only if (in addition to the procedures required by the Maryland General Corporation Law, as amended from time to time) all of the following are satisfied: (a)  the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company, (b)  the legal proceeding was initiated by a third party who is not a stockholder or, if by a stockholder acting in his or her capacity as such, a court of competent jurisdiction approves such advancement and (c)  the Advisor or its Affiliates undertake to repay the amount paid or reimbursed by the Company, together with the applicable legal rate of interest thereon, if it is ultimately determined that the particular indemnitee is not entitled to indemnification.

ARTICLE 16

MISCELLANEOUS

16.01 Notices. Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is required by the Charter, the Bylaws or is accepted by the party to whom

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it is given, and shall be given by being delivered by hand or by overnight mail or other overnight delivery service to the addresses set forth herein:

To the Company or the Board:

KBS Strategic Opportunity REIT, Inc.

620 Newport Center Drive, Suite 1300

Newport Beach, California 92660

To the Advisor:

KBS Capital Advisors LLC

620 Newport Center Drive, Suite 1300

Newport Beach, California 92660

Either party may at any time give notice in writing to the other party of a change in its address for the purposes of this Section 16.01.

16.02 Modification.   This Agreement shall not be changed, modified, terminated or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or permitted assigns.

16.03 Severability.   The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

16.04 Construction.   The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware.

16.05 Entire Agreement.   This Agreement contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

16.06 Waiver.    Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

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16.07 Gender. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

16.08 Titles Not to Affect Interpretation. The titles of Articles and Sections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.

16.09 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

[The remainder of this page is intentionally left blank.

Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

KBS STRATEGIC OPPORTUNITY REIT, INC.
	By:
		Keith D. Hall, Chief Executive Officer
KBS CAPITAL ADVISORS LLC
	By:	PBren Investments, L.P., a Manager
		By:	PBren Investments, LLC, as general partner
			By:
			Peter M. Bren, Manager
	By:	Schreiber Real Estate Investments, L.P., a Manager
	By: Schreiber Investments, LLC, as general partner
		By:
			Charles J. Schreiber, Jr., Manager
	By:	GKP Holding LLC, a Manager
		By:
			Peter McMillan III, Manager
		By:
			Keith D. Hall, Manager

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EX-10.18

Exhibit 10.18

PORTFOLIO PURCHASE AND SALE AGREEMENT

AND ESCROW INSTRUCTIONS

BY AND BETWEEN

Those Seller Parties listed on Exhibit A attached hereto

(collectively, “Seller”)

AND

Those Buyer Parties listed on Exhibit A attached hereto

(collectively, “Buyer”)

PORTFOLIO PURCHASE AND SALE AGREEMENT

AND ESCROW INSTRUCTIONS

THIS PORTFOLIO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “Agreement”) is made and entered into as of October 24, 2017, among those parties identified as the “Seller Parties” on Exhibit A attached hereto and made a part hereof (collectively, “Seller”), and those parties identified as the “Buyer Parties” on Exhibit A attached hereto and made a part hereof (collectively, “Buyer”; Buyer and Seller are hereinafter collectively referred to as the “Parties” and each as a “Party”), with reference to the following:

A.        Each Seller Party is the owner of the improved real property (each, a “Real Property” and collectively, the “Real Properties”) set forth next to such Seller Party’s name on Exhibit A attached hereto together with certain personal property located upon or used in connection with such improved real property and certain other assets relating thereto, all as more particularly described in Section 2 hereof.

B.        Each Seller Party desires to sell to the applicable Buyer Party, and each Buyer Party desires to purchase from the applicable Seller Party, the applicable Real Property set forth next to such Seller Party and Buyer Party’s names on Exhibit A attached hereto and made a part hereof, together with certain personal property and related assets on the terms and subject to the conditions contained in this Agreement.

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

1. BASIC TERMS AND DEFINITIONS; REFERENCES

1.1          Basic Terms and Definitions.

(a)        Effective Date. The effective date of this Agreement shall be the date set forth above (“Effective Date”).

(b)        Closing Date. The Close of Escrow (as defined in Section 8.1 hereof) shall occur on November 8, 2017, at 10:59 p.m. (Pacific Standard Time) (the “Closing Date”), or at such other time and date as may be agreed between Buyer and Seller.

(c)        Escrow Holder. The escrow holder shall be First American Title Insurance Company (“Escrow Holder”), whose address is 18500 Von Karman Avenue, Suite 600, Irvine, California 92612, Escrow Officer: Patty Beverly; Telephone: (949) 885-2465; Telecopier: (877) 372-0260.

(d)        Title Company. The title company shall be First American Title Insurance Company (“Title Company”), whose address is 18500 Von Karman Avenue, Suite 600, Irvine, California 92612, Title Coordinator: Kristen Hueter; Telephone: (949) 885-2450; Telecopier (877) 372-0256.

1.2          References. All references to Exhibits and Schedules refer to Exhibits and Schedules attached to this Agreement and all such Exhibits and Schedules are incorporated

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herein by reference. The words “herein,” “hereof,” “hereinafter” and words of similar import refer to this Agreement as a whole and not to any particular Section hereof.

2. PURCHASE AND SALE

Subject to the terms and conditions of this Agreement, each Seller Party agrees to sell, assign and transfer to the applicable Buyer Party and each Buyer Party agrees to purchase from the applicable Seller Party, for the purchase price set forth in Section 3 hereof, all of such Seller Party’s right, title and interest in and to the following (collectively, the “Property” and more than one “Properties”; all of the Properties are collectively referred to herein as the “Portfolio”):

2.1        The Real Property set forth next to such Seller Party’s and Buyer Party’s names on Exhibit A attached hereto, together with the buildings located thereon, and all associated parking areas, and all other improvements located thereon (the buildings and such other improvements are referred to herein collectively as the “Improvements”); all references hereinafter made to a Real Property shall be deemed to include all rights, privileges, easements and appurtenances benefiting such Real Property and/or the Improvements situated thereon, including, without limitation, all mineral and water rights and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of such Real Property;

2.2        All personal property, equipment, supplies and fixtures (collectively, the “Personal Property”) left on the Real Property at the Close of Escrow to the extent owned by such Seller Party;

2.3        All of such Seller Party’s interest in any intangible property used exclusively in connection with the Real Properties and Improvements, including, without limitation, all contract rights, warranties, guaranties, licenses, permits, entitlements, governmental approvals and certificates of occupancy;

2.4        All of such Seller Party’s interest in all leases, tenancy agreements and other similar occupancy agreements affecting such Seller Party’s Real Property as of the Close of Escrow (the “Leases”); and

2.5        All of such Seller Party’s interest in the service agreements set forth under such Seller Party’s name on Exhibit C attached hereto and all service agreements hereafter entered into by such Seller Party to the extent permitted by the provisions of this Agreement and affecting such Seller Party’s Real Property as of the Close of Escrow (the “Contracts”).

Notwithstanding anything to the contrary contained herein, the term “Property” shall expressly exclude any Rents (as such term is defined in Section 10.1 hereof) or any other amounts payable by tenants under the Leases for periods prior to the Close of Escrow, any Rent or other amounts payable by any former tenants of such Property, and any judgments, stipulations, orders, or settlements with any tenants under the Leases or former tenants of such Property (hereinafter collectively referred to as the “Excluded Property”).

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3. PURCHASE PRICE

3.1        Purchase Price; Allocation. The purchase price for the Portfolio shall be Eight Hundred Four Million and No/100 Dollars ($804,000,000) (the “Purchase Price”). The Purchase Price shall be allocated to each Property as follows:

Northridge Center: Twenty Million Three Hundred Twenty Five Thousand and No/100 Dollars ($20,325,000);

Iron Point: Thirty Six Million Seven Hundred Thousand and No/100 Dollars ($36,700,000);

Bellevue Technology Center: One Hundred Thirty One Million One Hundred Fifty Thousand and No/100 Dollars ($131,150,000);

Powers Ferry Landing: Eighteen Million Seven Hundred Twenty Five Thousand and No/100 Dollars ($18,725,000);

1800 West Loop: Seventy Eight Million Five Hundred Fifty Thousand and No/100 Dollars ($78,550,000);

West Loop I & II: Forty Six Million Three Hundred Thousand and No/100 Dollars ($46,300,000);

Westech 360: Forty One Million Eight Hundred Thousand and No/100 Dollars ($41,800,000);

Great Hills Plaza: Thirty Three Million One Hundred Fifty Thousand and No/100 Dollars ($33,150,000);

Westmoor Center: One Hundred Seventeen Million Seventy Five Thousand and No/100 Dollars ($117,075,000);

Maitland Promenade II: Forty Million Two Hundred Twenty Five Thousand and No/100 Dollars ($40,225,000); and

The Plaza Buildings: Two Hundred Forty Million and No/100 Dollars ($240,000,000).

3.2        Payment of Purchase Price. Provided all the conditions in Section 7.1 hereof have been satisfied or waived by Buyer, Buyer shall deposit in cash or current funds with Escrow Holder no later than 1:00 p.m. (Pacific Standard Time) on the Closing Date (as defined in Section 1.1(b) hereof) an amount equal to the Purchase Price plus or minus applicable prorations pursuant to Section 10 hereof.

3.3        Independent Contract Consideration. Within three (3) business days after the Effective Date, Buyer shall deliver to Seller in cash the sum of One Hundred and No/100 Dollars ($100.00) (the “Independent Contract Consideration”) which amount has been bargained for and agreed to as consideration for Buyer’s exclusive option to purchase the Real Properties and the right to inspect the Real Properties as provided herein, and for Seller’s execution and delivery

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of this Agreement. The Independent Contract Consideration is in addition to and independent of all other consideration provided in this Agreement, and is nonrefundable in all events.

4. PROPERTY INFORMATION; TITLE POLICIES; INSPECTIONS; CONFIDENTIALITY

4.1          Property Information. Prior to the Effective Date, Seller has made available to Buyer, and will continue to make available to Buyer during the term of this Agreement, to the extent in Seller’s possession, the following in an electronic data room, at the applicable Real Property, or at the applicable Seller Party’s local property manager’s office (collectively, the “Property Information”):

(a)        the Leases;

(b)        a current rent roll for each Real Property, indicating rents collected, scheduled rents and concessions, delinquencies, and security deposits held (collectively, the “Rent Rolls”);

(c)        the most current operating statements for each Real Property, if available (collectively, the “Operating Statements”);

(d)        copies of the Contracts;

(e)        existing land title surveys, if any, for each Real Property (each, an “Existing Survey” and collectively, the “Existing Surveys”); and

(f)        any environmental, soils and/or engineering reports prepared for Seller or Seller’s predecessors (the “Existing Reports”).

At the Close of Escrow, Buyer shall reimburse Seller for the actual out-of-pocket costs and expenses incurred by Seller to obtain or update any third-party study, report or survey that is specifically identified in this Agreement as a “Reimbursable Expense” or that the parties otherwise agree are Reimbursable Expenses, including any updates or modifications to any Existing Reports that Buyer requests that Seller update for Buyer. The parties agree that the payment of the Reimbursable Expenses is fair and reasonable under the circumstances given that Seller is advancing the costs of such studies, reports and surveys for Buyer. For avoidance of doubt, Seller shall not seek reimbursement for the cost of any existing reports or studies that were in Seller’s possession and were merely delivered to Buyer as part of Buyer’s due diligence and that were not updated, recertified or otherwise modified for or at the request of Buyer. Seller shall not receive a reimbursement for the Reimbursable Expenses if the Close of Escrow fails to occur.

4.2          Title Reports; Title Policy. Prior to the Effective Date, Seller has made available to Buyer the preliminary title reports or title commitments covering each Real Property (each, a “Title Report” and collectively, the “Title Reports”) as listed on Schedule 1 attached hereto, together with copies of all documents (collectively, the “Title Documents”) referenced in such Title Report. Prior to the Effective Date, Buyer has requested that Seller, as a Reimbursable Expense, have each of the Existing Surveys updated, and if any Existing Survey

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cannot be updated, order a new survey for the applicable Real Property (in each case, an “Updated Survey”). During the term of this Agreement, Seller shall assist Buyer, without cost or expense to Seller, with any further review of the Title Reports and Updated Surveys by Buyer and answer all follow-up questions and provide additional requested information to the extent in Seller’s possession. Seller covenants and agrees to remove (or cause to be removed) from the Real Properties concurrently with the Close of Escrow each of the following (collectively, the “Monetary Encumbrances”): (i) all deeds of trust, mortgages and/or other debt instruments to the extent executed by Seller or expressly assumed by Seller in writing (which obligation shall be deemed satisfied if Seller or Escrow Holder has received a payoff letter from the applicable lender and Seller has authorized Escrow Holder to use a portion of the Purchase Price to satisfy the applicable obligation in full in accordance with such pay off letter as part of the Close of Escrow), and (ii) any other monetary liens which are of an ascertainable amount and are capable of money (which obligation shall be deemed satisfied if the same is bonded over in a manner acceptable to the Title Company); provided, however, that work affecting a Real Property performed or to be performed by or on behalf of a tenant or subtenant under a Lease will not be Seller’s responsibility, and accordingly Seller shall not be obligated to remove from a Real Property either (x) notices of commencement of work to be performed by contractors or subcontractors engaged by such tenants or subtenants, or (y) any liens filed with respect to such work performed by or on behalf of any such tenant, unless (and only to the extent that) an item referenced in either clauses (x) or (y) above would impair Seller’s ability to transfer the applicable Real Property to Buyer.

4.2.1    Delivery of Title Policy at Closing. As a condition precedent to the Close of Escrow, the Title Company shall have issued and delivered to Buyer, or shall have committed to issue and deliver to Buyer, with respect to each Real Property, a Standard Coverage Owner’s Policy of Title Insurance (2006 Form) or with respect to the Real Properties located in Texas, a TLTA T- 1 Owner’s Policy of Title Insurance, as applicable (each, a “Title Policy” and collectively, the “Title Policies”) in the form of the applicable Title Report, issued by the Title Company as of the date and time of the recording of the applicable Deed (as such term is defined in Section 6.1 hereof) for such Real Property, in the amount of the portion of the Purchase Price allocated to such Real Property, insuring the applicable Buyer Party as owner of good, marketable and indefeasible fee simple legal title to such Real Property, subject only to the Permitted Exceptions (as hereinafter defined). For purposes of this Agreement, “Permitted Exceptions” shall mean and include (a) any lien to secure payment of real estate taxes, including special assessments, not delinquent, (b) all matters which could be revealed or disclosed by a physical inspection or a survey of the applicable Real Property and matters affecting the applicable Real Property which are created by or with the written consent of Buyer or which do not adversely affect Buyer’s contemplated use of such Real Property, (c) the rights of the tenants under the Leases affecting such Real Property, (d) all exceptions disclosed in writing by the Title Report relating to such Real Property, (e) any exception for liens for services, labor or materials heretofore or hereafter furnished to the applicable Property for which Buyer is entitled to a credit at Closing pursuant to this Agreement, for which Buyer is expressly responsible for payment under the terms of this Agreement, and/or which arises from any services, labor or materials contracted for by any tenant at such Property and with respect to which any such tenant is responsible for payment under the terms of its Lease, and (f) all applicable laws, ordinances, rules and governmental regulations (including, without limitation, those relating to building,

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zoning and land use) affecting the development, use, occupancy or enjoyment of such Real Property.

4.3          Inspections.

4.3.1    Inspections in General. During the term of this Agreement, Buyer, its agents, and employees shall have a limited license (the “License”) to enter upon the Real Properties for the purpose of making non-invasive inspections at Buyer’s sole risk, cost and expense. Before any such entry, Buyer shall provide Seller with a certificate of insurance naming Seller as an additional insured and with an insurer and insurance limits and coverage reasonably satisfactory to Seller. All of such entries upon any Real Property shall be at reasonable times during normal business hours and after at least forty-eight (48) hours prior notice to Seller or Seller’s agent, and Seller or Seller’s agent shall have the right to accompany Buyer during any activities performed by Buyer on such Real Property. Notwithstanding anything stated to the contrary herein, Buyer shall have no right to inspect any of the occupied space in any Real Property, and Buyer shall not contact or speak to any of the tenants under the Leases, unless Buyer provides Seller with no less than forty-eight (48) hours prior written notice of such intention and Seller or Seller’s representative is present during such inspections and/or discussions with tenants; any discussions with tenants shall immediately cease at the tenant’s request and any discussions with tenants must be limited to their existing tenancy and premises and may not involve any lease renegotiations. Seller agrees to make itself or its representatives reasonably available to be present during Buyer’s inspections and/or discussions with tenants. Inspections by Buyer shall not interfere with the rights of tenants. To the extent a consultant is engaged by Buyer to perform any tests or inspections, at Seller’s request, Buyer shall provide Seller (at reasonable cost to Seller) with a copy of the results of any such tests and inspections, excluding only market and economic feasibility studies. If any inspection or test disturbs any Real Property, Buyer will restore such Real Property to the same condition as existed before the inspection or test. Buyer shall defend, indemnify Seller and hold Seller, Seller’s trustees, officers, tenants, agents, contractors and employees and the Real Properties harmless from and against any and all losses, costs, damages, claims, or liabilities, including but not limited to, mechanics’ and materialmens’ liens and Seller’s attorneys’ fees, arising out of or in connection with Buyer’s, or its agents’, contractors’, employees’, or invitees’ entry upon or inspection of any Real Property, but expressly excluding any such losses, costs, damages, claims or liabilities arising from Buyer’s discovery of an existing condition on any Real Property so long as Buyer’s actions do not exacerbate such condition (and then only to the extent, if any, Buyer’s tests or inspections actually exacerbate such condition) or arising from Seller’s negligence or willful misconduct. The License may be revoked by Seller at any time and shall in any event be deemed revoked upon termination of this Agreement. The provisions of this Section 4.3.1 shall survive the Close of Escrow or the earlier termination of this Agreement.

4.3.2    Environmental Inspections. The inspections under Section 4.3.1 may include non-invasive Phase I environmental inspections of the Real Properties, but no Phase II environmental inspections or other invasive inspections or sampling of soil or materials, including without limitation construction materials, either as part of the Phase I inspections or any other inspections, shall be performed without the prior written consent of Seller, which may be withheld in its sole and absolute discretion (provided, however, that if a Phase I inspection of a Real Property recommends in writing that a Phase II inspection be conducted, Seller shall not

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unreasonably withhold its consent to such Phase II), and if consented to by Seller, the proposed scope of work and the party who will perform the work shall be subject to Seller’s review and approval. Prior to the Effective Date, Buyer has requested that Seller, as a Reimbursable Expense, have each of the existing environmental reports updated, and if any existing environmental cannot be updated, order a new environmental for the applicable Real. To the extent a consultant is engaged by Buyer to perform any other tests or inspections, at Seller’s request, Buyer shall deliver to Seller (at reasonable to Seller) copies of any Phase II or other environmental reports performed by such consultant to which Seller consents as provided above.

4.4          Contracts. Each Buyer Party shall assume the obligations arising from and after the Closing Date under the Contracts applicable to the Real Property being purchased by such Buyer Party; provided, however, that: (1) notwithstanding anything stated to the contrary herein, with respect to any property management agreement or leasing agreements listed in Exhibit C attached hereto and made a part hereof, Buyer shall have the right to elect in writing to either (A) assume each such property management agreement or leasing agreement as of the Close of Escrow or (B) have Seller terminate such property management agreement or leasing agreement as of the Close of Escrow (in which case Buyer would enter into new replacements agreements with the applicable property managers and leasing agents), and (2) if Buyer elects to have any property management or leasing agreement terminated pursuant to clause (1)(A), then notwithstanding Seller’s termination of any such property management agreement or leasing agreement listed in Exhibit C attached hereto, and in consideration of Seller’s terminating the same and Seller’s continued leasing of the Portfolio after the Effective Date, Buyer shall be responsible for, and Buyer shall assume pursuant to the terms and provisions of the Assignment of Leases and Contracts and Bill of Sale, as hereinafter defined, all leasing commissions payable (notwithstanding the termination of any such agreement) under such property management agreements and leasing agreements after the Close of Escrow arising out of the lease of space in any Property after the Close of Escrow.

4.5          Confidentiality.

4.5.1    Each Party agrees not to disclose or permit the disclosure of any of the terms of this Agreement or any other confidential, non-public or proprietary information relating to the Portfolio, any Seller Party, or the business of Seller (collectively, “Confidential Information”); provided that such disclosure may be made (a) to any person who is a member, partner, manager, officer, investor, director or employee, directly or indirectly, of such Party or counsel to, or accountants of, such Party solely for their use and on a need-to-know basis; provided that such person or entity is notified of the Party’s confidentiality obligations hereunder, (b) with the prior consent of the other Party, (c) subject to Section 4.5.2 below, pursuant to a subpoena, order issued or examination by a court, arbitrator or governmental body, agency or official, (d) to any lender providing financing to one or more of the entities constituting Seller and/or Buyer, (e) to any governmental or regulatory authority, body or agency or stock exchange pursuant to applicable laws, rules, guidelines or regulations as reasonably determined by such Party, or (f) pursuant to any regulatory requirement. Notwithstanding the foregoing and anything to the contrary in this Agreement, (i) any Party may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided relating to such tax treatment and tax structure, and (ii) nothing

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contained herein shall impair any Party’s (or any Party’s affiliate’s) right to disclose information relating to this Agreement or to the Portfolio (x) to any due diligence representatives and/or consultants that are engaged by, work for or are acting on behalf of, any securities dealers and/or broker dealers evaluating such Party or its affiliates, (y) in connection with any filings (including any amendment or supplement to any S-11 filing) with governmental or regulatory agencies or stock exchanges (including the United States Securities and Exchange Commission or any regulatory agency or body in Singapore such as the Singapore Exchange Securities Trading Limited (“SGX”)) by any Party or other person or entity holding an interest (direct or indirect) in any Party, and (z) to any broker/dealers in such Party’s or its affiliates’ broker/dealer network and any of the Party’s or its affiliates’ investors.

4.5.2    In the event that a Party receives a request to disclose any Confidential Information under a subpoena or order or examination by a court, arbitrator or governmental body, agency or official, such Party shall to the extent legally practicable (i) promptly notify the other Party, (ii) consult with the other Party on the advisability of taking steps to resist or narrow such request, and (iii) if disclosure is required or deemed advisable, reasonably cooperate with the other Party in any attempt such other Party may make to obtain an order or other assurance that confidential treatment will be accorded the Confidential Information that is disclosed.

4.5.3    Without limiting the rights of the Parties in Section 4.5.1 above, no Party shall issue or publish any press release, tombstone or any other similar public communication advertising the sale of the Portfolio or any Property to Buyer that would disclose the financial aspects of this Agreement or the financial aspects of the business of the Portfolio or such Property without the written prior approval of all of the Parties.

5. OPERATIONS AND RISK OF LOSS

5.1          Ongoing Operations. During the term of this Agreement, but subject to the limitations set forth below, Seller shall carry on its businesses and activities relating to the Portfolio, including maintaining each Property in good condition and repair, subject to normal wear and tear and Section 5.4 below, substantially in the same manner as Seller did before the date of this Agreement.

5.2          New Contracts. During the term of this Agreement, Seller may enter into new service agreements and may amend, renew, modify and terminate existing Contracts relating to the maintenance and operation of the Portfolio substantially in accordance with Seller’s past practices and in the ordinary course of business, provided that Seller delivers to Buyer copies of any Contracts executed after the Effective Date within five (5) business after Seller’s execution of the same and these Contracts are cancelable on not more than thirty (30) days’ written notice, without the payment of any termination or other similar fee. All of the new service agreements shall require the prior written approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed and may be delivered by David Snyder or Andy Gwee by electronic mail (and shall be deemed given if not rejected in writing within five (5) business days after Buyer receives Seller’s request for such approval).

5.3          Leasing Arrangements. During the term of this Agreement, Seller will not, without prior written approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed and may be delivered by David Snyder or Andy Gwee by electronic mail

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(and shall be deemed given if not rejected in writing within five (5) business days after Buyer receives Seller’s request for such approval): (a) execute any new Lease affecting any Real Property (or any part thereof); (b) materially amend any existing Lease; or (c) terminate or accept the surrender of any Lease; provided however that Seller is authorized to accept the termination of Leases at their existing terms and to expand, extend or renew any Lease pursuant to expansion, extension or renewal options contained therein. At the Close of Escrow, Buyer shall reimburse Seller for commissions, legal fees, the cost of tenant improvements, and all other leasing costs and expenses paid by Seller with respect to all new leases and all other Lease amendments, expansions or renewals or new leases that were entered into after the Effective Date and, at Close of Escrow, shall assume in writing (pursuant to the applicable Assignment of Leases and Contracts and Bill of Sale) Seller’s obligations (whether arising before or after the Closing Date) under such new leases and Lease amendments, expansions or renewals.

5.4          Damage or Condemnation. Risk of loss shall remain with Seller. If prior to the Close of Escrow, any Real Property shall be Materially Damaged (defined below), or if any Material Portion (defined below) of any Real Property shall be subjected to a bona fide written threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation by a governmental authority (a “Material Taking”), then Seller shall promptly notify Buyer in writing that such Material Damage or Material Taking has occurred after Seller obtains actual knowledge of such occurrence, and Buyer may elect not to acquire the Real Property affected by such Material Damage or Material Taking, as applicable, by delivering written notice of such election to Seller within five (5) days after Buyer learns of the Material Damage or Material Taking, in which event Buyer shall no longer be obligated to purchase, and Seller shall no longer be obligated to sell, such Real Property and this Agreement shall terminate with respect to such Real Property (but not as to the other Real Properties). If the Closing Date is within the aforesaid 5-day period, then Buyer shall have the right to elect in writing to extend the Close of Escrow to no later than the next business day following the end of said 5-day period so that Buyer may receive the benefit of such 5-day period (or so much so as Buyer may elect). If no such election is made, and in any event if the damage does not constitute Material Damage, or an eminent domain or condemnation proceeding or bona fide written threat does not affect a Material Portion of the applicable Real Property, then this Agreement shall remain in full force and effect, and the purchase contemplated herein (less any interest taken by eminent domain or condemnation) shall be consummated pursuant to the terms of this Agreement (after deducting all reasonable costs incurred by Seller in defending such eminent domain or condemnation proceeding prior to the Close of Escrow); provided, however, that Buyer shall be entitled to receive any condemnation award or payment, and upon the Close of Escrow, Seller shall assign, transfer and set over to Buyer all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Buyer any insurance proceeds that may thereafter be made for such damage or destruction giving Buyer a credit at the Close of Escrow for any deductible under such policies. For purposes of this Section 5.4, the phrase(s) (i) “Material Damage” or “Materially Damaged” means damage reasonably exceeding ten percent (10%) of the Purchase Price allocated to the applicable Real Property as reasonably determined by Seller after engaging a third-party consultant to determine the scope and cost to repair of such damage, and (ii) “Material Portion” means any portion of a Real Property that has a “fair market value” exceeding ten percent (10%) of the Purchase Price allocated to the applicable Real Property as reasonably determined by Seller after engaging a

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third-party broker to provide an opinion of value with respect to the portion of the affected Real Property.

5.5          Additional Covenants of Seller. During the term of this Agreement, Seller covenants and agrees as follows:

(a)        No Monetary Encumbrances. Not to create any new Monetary Encumbrances or to modify or increase any existing Monetary Encumbrances unless Seller will satisfy and discharge same at or prior to the Close of Escrow in accordance with Section 4.2 above;

(b)        No Sales or Options to Purchase. Not to sell or transfer, or agree to sell or transfer, any of the Real Properties or grant any option to sell or transfer any of the Real Properties inconsistent with this Agreement;

(c)        Compliance with Laws and Agreements. To use commercially reasonable efforts to conduct its business and affairs at each Real Property in a manner that will comply with (1) applicable laws, regulations, orders and directives of any governmental agency having jurisdiction over any of the Real Properties and (2) Seller’s obligations under the Leases, the Contracts or other written agreements to which Seller is a party, in each case where such non-compliance would result in the imposition of a lien or other encumbrance against a Real Property that would prevent the transfer of title of such Real Property or the imposition of a restriction that would prevent the continued use or operation of such Real Property in the manner that such Property was operated prior to the date of this Agreement;

(d)        Maintain Insurance. To continue to maintain its current insurance policies with respect to the Portfolio through the Close of Escrow and not to knowingly take any action or knowingly permit any action to be taken at any of the Properties that would render any such existing insurance policies to be, or become invalid, void or voidable;

(e)        Disclosure of Litigation. To promptly disclose to Buyer in writing any service of process received or litigation filed against any Seller Party or, if within the Seller’s Actual Knowledge (defined below), brought by or against any Seller Party, under or in connection with the Leases and/or the any of the Real Properties where such service of process or litigation filed would impose a continuing obligation or liability on Buyer or any Real Property after the Close of Escrow or any such Seller Party’s ability to perform hereunder.

6. SELLER’S AND BUYER’S DELIVERIES

6.1          Seller’s Deliveries into Escrow. In accordance with the provisions of the Closing Escrow Agreement, Seller shall deliver into Escrow (as such term is defined in Section 9 hereof) to the Escrow Holder the following:

(a)        Deed. A deed (the “Deed”) with respect to each Real Property, in the form required by the jurisdiction in which the applicable Real Property is located, executed and acknowledged by the applicable Seller Party, conveying to the applicable Buyer Party such Seller Party’s title to the applicable Real Property.

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(b)        Assignment of Leases and Contracts and Bill of Sale. An Assignment of Leases and Contracts and Bill of Sale (each, an “Assignment of Leases and Contracts and Bill of Sale”) with respect to the each Property, in the form of Exhibit F attached hereto, executed by the applicable Seller Party.

(c)        State Law Disclosures. Such disclosures and reports as are required with respect to each Real Property by applicable state and local law in connection with the conveyance of such Real Property.

(d)        FIRPTA. A Foreign Investment in Real Property Tax Act affidavit executed by each Seller Party substantially in the form of Exhibit G attached hereto.

(e)        Closing Escrow Agreement. The Closing Escrow Agreement (as defined in Section 9.1 below), executed by Seller.

(f)        Owner’s Affidavit. An Owner’s Affidavit with respect to each Real Property (“Owner’s Affidavit”), in the form of Exhibit I attached hereto, executed by the applicable Seller Party, except that Buyer shall have no right to receive a copy of such Owner’s Affidavit.

(g)        Seller’s Reaffirmation. A certificate of Seller confirming whether the representations and warranties made by Seller in Section 11.1 hereof continue to be true and correct in all material respects.

(h)        State-Specific Deliveries. If applicable, the state-specific deliveries (each, a “State-Specific Delivery” and collectively, the “State-Specific Deliveries”) listed under each Seller Party’s name on Exhibit E attached hereto.

(i)        Additional Documents. Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement.

6.2          Buyer’s Deliveries into Escrow. In accordance with the provisions of the Closing Escrow Agreement, Buyer shall deliver into Escrow to the Escrow Holder the following:

(a)        Purchase Price. The Purchase Price, plus or minus applicable prorations, deposited by Buyer with the Escrow Holder in immediate, same day federal funds wired for credit into the Escrow Holder’s escrow account and deposited in Escrow Holder’s escrow account.

(b)        Assignment of Leases and Contracts and Bill of Sale. An Assignment of Leases and Contracts and Bill of Sale with respect to each Property, executed by the applicable Buyer Party.

(c)        Closing Escrow Agreement. The Closing Escrow Agreement, executed by the Seller.

(d)        State-Specific Deliveries. If applicable, the State-Specific Deliveries listed under each Buyer Party’s name on Exhibit E attached hereto.

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(e)        State Law Disclosures. Such disclosures and reports as are required by applicable state and local law in connection with the conveyance of the Real Property.

(f)        Additional Documents. Any additional documents that Escrow Holder or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement.

6.3          Closing Statements/Escrow Fees; Tenant Notices. Prior to 10:00 a.m. (Pacific Standard Time) on the Closing Date and as further provided in the Closing Escrow Agreement, Seller and Buyer shall deposit with the Escrow Holder executed closing statements consistent with this Agreement in the form required by the Escrow Holder and, the applicable Seller Party and Buyer Party shall execute at the Close of Escrow, and deliver to each tenant immediately after the Close of Escrow, tenant notices regarding the sale of the applicable Real Property in substantially the form of Exhibit H attached hereto, or such other form as may be required by applicable state law.

6.4          Post-Closing Deliveries. Immediately after the Close of Escrow, to the extent in Seller’s possession, each Seller Party shall deliver to the offices of the applicable Buyer Party’s property manager: the original Leases; copies or originals of all contracts, receipts for deposits, and unpaid bills; all keys, if any, used in the operation of such Real Property; and, if in such Seller Party’s possession or control, any “as-built” plans and specifications of the Improvements.

7. CONDITIONS TO BUYER’S AND SELLER’S OBLIGATIONS

7.1          Conditions to Buyer’s Obligations. The Close of Escrow and Buyer’s obligation to consummate the transaction contemplated by this Agreement are subject to the satisfaction of the following conditions for Buyer’s benefit (or Buyer’s waiver thereof, it being agreed that Buyer may waive any or all of such conditions) on or prior to the Closing Date or on the dates designated below for the satisfaction of such conditions:

(a)        All of Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, subject to any qualifications hereafter made to any of Seller’s representations as provided for in Section 11.1 hereof;

(b)        As of the Closing Date, Seller shall have performed its respective obligations hereunder and all deliveries to be made at Close of Escrow by Seller shall have been tendered;

(c)        There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Seller that would materially and adversely affect Seller’s ability to perform its respective obligations under this Agreement;

(d)        There shall exist no pending or threatened action, suit or proceeding with respect to Seller before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transaction contemplated hereby;

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(e)        Intentionally Deleted;

(f)        The Title Company shall have executed the Closing Escrow Agreement and shall be irrevocably committed to issue, the Title Policy for each Property in accordance with the provisions of Section 4.2.1 herein and the Closing Escrow Agreement;

(g)        Funds received by Buyer from the initial public offering (the “Offering”) of units (the “Units”) representing undivided interests in Keppel-KBS US REIT (“Buyer Parent REIT”), together with funds received by Buyer pursuant to any Bridge Financing (each as defined below) are sufficient to pay the Purchase Price and all closing costs that are the responsibility of Buyer pursuant to Section 9.2 below;

(h)        Buyer Parent REIT shall have obtained commitments from one or more commercial lenders in an aggregate amount equal to Buyer Parent REIT’s required equity contribution to each Buyer Party (collectively, the “Bridge Financing”) in accordance with the terms of the Offering, which Bridge Financing shall close prior to or concurrently with the Close of Escrow;

(i)        Intentionally Deleted; and

(j)        Seller shall have received all consents and assignments and approvals from all parties from whom such consents to assignments or approvals are needed under all contracts, covenants and other agreements relating to the Portfolio.

If, notwithstanding the nonsatisfaction of any such condition, Buyer elects to waive such condition pursuant to Section 9.3 below and the Close of Escrow occurs, there shall be no liability on the part of Seller for breaches of representations and warranties of which Buyer had actual knowledge as of the Close of Escrow.

7.2          Conditions to Seller’s Obligations. The Close of Escrow and Seller’s obligations to consummate the transaction contemplated by this Agreement are subject to the satisfaction of the following conditions for Seller’s benefit (or Seller’s waiver thereof, it being agreed that Seller may waive any or all of such conditions) on or prior to the Closing Date or the dates designated below for the satisfaction of such conditions:

(a)        All of Buyer’s representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date;

(b)        As of the Closing Date, Buyer has performed its obligations hereunder and all deliveries to be made at Close of Escrow by Buyer shall have been tendered including, without limitation, the deposit with Escrow Holder of the amounts set forth in Section 6.2(a) hereof;

(c)        There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Buyer that would materially and adversely affect Buyer’s ability to perform its obligations under this Agreement;

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(d)        There shall exist no pending or threatened action, suit or proceeding with respect to Buyer before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transaction contemplated hereby;

(e)        Seller shall have received all consents and assignments and approvals from all parties from whom such consents to assignments or approvals are needed under all contracts, covenants and other agreements relating to the Portfolio;

(f)        Buyer Parent REIT shall have obtained commitments for the Bridge Financing;

(g)        Intentionally Deleted;

(h)        The Title Company shall have executed the Closing Escrow Agreement; and

(i)        KBS Strategic Opportunity REIT, Inc. (“KBS SOR”) (the indirect one hundred percent (100%) owner of each Seller Party) shall have received board approval authorizing it to consummate the transactions contemplated hereby.

7.3          Additional Conditions Precedent to Closing. Between the Effective Date and the Close of Escrow, no fact or circumstance shall have arisen (regardless of whether or not permitted under this Agreement) which Buyer or Buyer Parent REIT reasonably determines materially adversely affects the initial public offering (“IPO”) of the Units and/or Buyer Parent REIT’s ability to obtain a listing on the Singapore Exchange Securities Trading Limited. In addition, as a condition to Buyer’s obligation to consummate the transaction contemplated by this Agreement, Buyer Parent REIT shall have received the eligibility-to-list letter from the SGX approving, among other things, the listing of, and quotation for Units on the SGX, the final prospectus shall have been registered in connection with the IPO, and Keppel-KBS US REIT Management Pte. Ltd., KBS Pacific Advisors Pte. Ltd., Keppel Capital Holdings Pte. Ltd., GKP Holding LLC, KBS SOR (BVI) Holdings Ltd., Keppel Capital Investment Holdings Pte. Ltd., DBS Bank Ltd., Citigroup Global Markets Singapore Pte. Ltd., Credit Suisse (Singapore) Limited and Merrill Lynch (Singapore) Pte. Ltd. shall have entered into the underwriting agreement in connection with the IPO and such underwriting agreement shall not have been terminated pursuant to its terms.

7.4          Failure to List on SGX.

(a)        Efforts to List. The Buyer shall use its commercially reasonable diligent efforts to ensure that the Units will be listed, and the trading of such Units will commence, on the SGX.

(b)        Failure to List. In the event that the listing described in Section 7.4(a) is not or cannot be fulfilled prior to the Close of Escrow, Buyer shall be entitled to terminate this Agreement by delivering written notice to the Seller and Escrow Holder, in which event this Agreement shall terminate, except for any provisions in this Agreement that expressly survive a termination of this Agreement.

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(c)        Return of Documents and Funds. If this Agreement is terminated under Section 7.3 or the Section 7.4 and any closing documents or funds were delivered into Escrow with Escrow Holder in anticipation of the Close of Escrow, each of such documents and funds shall be returned to the party that delivered same, or as such party may direct.

8. CLOSE OF ESCROW; POSSESSION

8.1        “Close of Escrow” shall mean and refer to point in time where the Escrow Holder is irrevocably authorized by Seller and Buyer to release to Seller the Purchase Price and other amounts due to Seller, to direct the Title Company to record the Deeds, and to release the other closing documents to the parties. The Close of Escrow will automatically occur as of 10:59 p.m. (Pacific Standard Time) on the Closing Date unless this Agreement and the Escrow is terminated pursuant to an express termination right hereunder or under the Closing Escrow Agreement.

8.2        Sole exclusive possession of the Real Properties, subject only to the Permitted Exceptions, shall be delivered to Buyer as of the Close of Escrow on the Closing Date.

9. ESCROW

9.1        Closing. The escrow (the “Escrow”) for the consummation of this transaction shall be established with Escrow Holder at the address indicated in Section 15.1 hereof by the deposit of an original signed copy of this Agreement with Escrow Holder contemporaneously with the execution hereof. This Agreement shall constitute both an agreement among Buyer and Seller and escrow instructions for Escrow Holder. In addition, in connection with the Closing, each Seller Party, each Buyer Party, Escrow Holder and the Title Company shall execute a Closing Escrow Agreement in the form of Exhibit B attached hereto (the “Closing Escrow Agreement”), attached to which Closing Escrow Agreement shall be a list of all final pro forma Title Policies with respect to the Properties (each, a “Pro Forma Title Policy” and collectively, the “Pro Forma Title Policies”) in the form of each applicable Title Report. The Closing Escrow Agreement shall provide that, subject to the satisfaction of each condition set forth in the applicable Title Report and payment of the title premium and other fees applicable thereto, the Title Company shall be obligated to issue each Title Policy to the applicable Buyer Party in the form of the applicable Pro Forma Title Policy as soon as practicable after the recording of the applicable Deed. If Escrow Holder requires separate or additional escrow instructions which it deems necessary for its protection, Seller and Buyer hereby agree promptly upon request by Escrow Holder to execute and deliver to Escrow Holder such separate or additional escrow instructions (the “Additional Instructions”). In the event of any conflict or inconsistency (i) between this Agreement, the Closing Escrow Agreement, and the Additional Instructions, this Agreement and the Closing Escrow Agreement shall prevail and govern, and the Additional Instructions shall so provide, and (ii) between this Agreement and the Closing Escrow Agreement, the Closing Escrow Agreement shall prevail and govern, and the Closing Escrow Agreement shall so provide. The Additional Instructions shall not modify or amend the provisions of this Agreement or the Closing Escrow Agreement unless otherwise agreed to in writing by Seller and Buyer.

On the Closing Date, provided that the conditions set forth in Sections 7.1, 7.2, 7.3 or 7.4 hereof have been satisfied or waived, Escrow Holder shall take the following actions in the order indicated below, in each case as more particularly set forth in the Closing Escrow Agreement:

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(a)        With respect to all closing documents delivered to Escrow Holder hereunder, and to the extent necessary, Escrow Holder is authorized to insert into all blanks requiring the insertion of dates the date of the recordation of the applicable Deed or such other date as Escrow Holder may be instructed in writing by Seller and Buyer;

(b)        Deliver to Seller, in cash or current funds, the Purchase Price, plus or minus, as the case may be, the amounts determined in accordance with the provisions of Section 10 hereof, each Buyer Party’s signed counterparts of the applicable Assignment of Leases and Contracts and Bill of Sale and conformed copies of the recorded Deeds;

(c)        Record each the Deed in the official records of the County in which the applicable Real Property is located;

(d)        Deliver to Buyer those items referred to in Section 6.1 hereof and a conformed copy of each recorded Deed;

(e)        Cause the Title Company to issue the Title Policy for the Real Property in accordance with the provisions of this Section 9.1 and the Closing Escrow Agreement; and

(f)        Deliver to Seller and Buyer a final closing statement which has been certified by Escrow Holder to be true and correct.

9.2          Escrow and Title Charges.

(a)        Upon the Close of Escrow, escrow, title charges and other closing costs shall be allocated between Seller and Buyer in accordance with local custom in the applicable jurisdiction. If Buyer desires ALTA extended coverage for any Title Policy, Buyer shall pay the premiums and any additional costs for such coverage (additional to the premiums for standard coverage) and the cost of any endorsements to such Title Policy, if required by Buyer. In addition, Buyer shall pay all costs incurred in connection with Buyer’s updating or recertifying any Existing Surveys or obtaining any surveys for any Real Property. Except to the extent otherwise specifically provided herein, all other expenses incurred by Seller and Buyer with respect to the negotiation, documentation and closing of this transaction shall be borne and paid by the party incurring same. If the Close of Escrow does not occur by reason of Buyer’s or Seller’s default under this Agreement, then all escrow and title charges (including cancellation fees) shall be borne by the party in default.

9.3          Procedures Upon Failure of Condition. Except as otherwise expressly provided herein or in the Closing Escrow Agreement, if any condition set forth in Sections 7.1 or 7.2 hereof is not timely satisfied or waived for a reason other than the default of Buyer or Seller in the performance of its respective obligations under this Agreement:

(a)        This Agreement, the Escrow and the respective rights and obligations of Seller and Buyer hereunder shall terminate (other than the indemnity and insurance obligations of Buyer set forth in Sections 4.3.1 and 14 hereof and the confidentiality provisions of Section 4.6 hereof which shall survive such termination) at the written election of the party for whose benefit such condition was imposed, which written election must be made (i) within two (2) business days after (but, as to the condition in Section 7.1(e) above, within one (1) business

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day after) the date such condition was to be satisfied, or (ii) on the date the Close of Escrow occurs, whichever occurs first;

(b)        Escrow Holder shall promptly return to Buyer all funds of Buyer in its possession, and to Seller and Buyer all documents deposited by them respectively, which are then held by Escrow Holder;

(c)        Buyer shall destroy or return to Seller the Property Information and Buyer shall deliver to Seller all Work Product (as such term is defined in Section 15.3 hereof); and

(d)        Any escrow cancellation and title charges shall be borne equally by Seller and Buyer.

10. PRORATIONS

If the Purchase Price is received by Seller’s depository bank in time to credit to Seller’s account on the Closing Date, the day the Close of Escrow occurs shall belong to Buyer and all prorations hereinafter provided to be made as of the Close of Escrow shall each be made as of the end of the day before the Closing Date. If the cash portion of the Purchase Price is not so received by Seller’s depository bank on the Closing Date, then the day the Close of Escrow occurs shall belong to Seller and such proration shall be made as of the end of the day that is the Closing Date. In each such proration set forth below, the portion thereof applicable to periods beginning as of Close of Escrow shall be credited to Buyer or charged to Buyer as applicable and the portion thereof applicable to periods ending as of Close of Escrow shall be credited to Seller or charged to Seller as applicable.

10.1        Collected Rent. All rent (including, without limitation, all base rents, additional rents and retroactive rents, and expressly excluding tenant reimbursements for Operating Costs, as hereinafter defined) and all other income (and any applicable state or local tax on rent) (hereinafter collectively referred to as “Rents”) collected under Leases in effect on the Closing Date shall be prorated as of the Close of Escrow. Uncollected Rent shall not be prorated and, to the extent payable for the period prior to the Close of Escrow, shall remain the property of Seller. Buyer shall apply Rent from tenants that are collected after the Close of Escrow first to Rents which were applicable to the month of Closing, second to Rents which are due to Buyer after the Close of Escrow, and third to Rents which were due to Seller on or before the Close of Escrow. Any prepaid Rents for the period following the Closing Date shall be paid over by Seller to Buyer. Buyer will make reasonable efforts, without suit, to collect any Rents applicable to the period before the Close of Escrow including, without limitation, sending to tenants bills for the payment of past due Rents during the first twelve (12) month period following the Closing Date. Seller may pursue collection of any Rents that were past due as of the Closing Date, provided that Seller shall have no right to terminate any Lease or any tenant’s occupancy under any Lease in connection therewith.

10.2        Operating Costs and Additional Rent Reconciliation. Seller, as landlord under the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities (to the extent not paid directly by tenants), common area maintenance and other operating costs and expenses (collectively, “Operating Costs”) in connection with the ownership, operation, maintenance and management of the Real Properties. To the extent that

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any additional rent (including, without limitation, estimated payments for Operating Costs) is paid by tenants to the landlord under the Leases based on an estimated payment basis (monthly, quarterly, or otherwise) for which a future reconciliation of actual Operating Costs to estimated payments is required to be performed at the end of a reconciliation period, Buyer and Seller shall make an adjustment at the Close of Escrow for the applicable reconciliation period (or periods, if the Leases do not have a common reconciliation period) based on a comparison of the actual Operating Costs to the estimated payments at the Close of Escrow. If, as of the Close of Escrow, Seller has received additional rent payments in excess of the amount that tenants will be required to pay, based on the actual Operating Costs as of the Close of Escrow, Buyer shall receive a credit in the amount of such excess. If, as of the Close of Escrow, Seller has received additional rent payments that are less than the amount that tenants would be required to pay based on the actual Operating Costs as of the Close of Escrow, Seller shall receive a credit in the amount of such deficiency; provided, however, Seller shall not be entitled to the portion, if any, of such deficiency for which Seller received a credit at the Close of Escrow under clause (b) of Section 10.3 hereof. Operating Costs that are not payable by tenants either directly or reimbursable under the Leases shall be prorated between Seller and Buyer and shall be reasonably estimated by the parties if final bills are not available.

10.3        Taxes and Assessments. Real estate taxes and assessments imposed by any governmental authority (“Taxes”) with respect to the Real Properties for the relevant tax year in which such Real Property is being sold and that are not yet due and payable or that have not yet been paid and that are not (and will not be) reimbursable by tenants under the Leases (or under leases entered into after the Close of Escrow for vacant space existing at the Close of Escrow) as Operating Costs shall be prorated as of the Close of Escrow based upon the most recent ascertainable assessed values and tax rates and based upon the number of days Buyer and Seller will have owned the applicable Real Property during such relevant tax year. Seller shall receive a credit for any Taxes paid by Seller and applicable to (a) any period after the Close of Escrow, and (b) any period before the Close of Escrow to the extent reimbursable as Operating Costs by (i) existing tenants under the Leases and not yet received from such tenants, or (ii) future tenants that may execute leases covering space in such Real Property that is vacant as of the Close of Escrow. If, as of the Closing Date, Seller is protesting or has notified Buyer, in writing, that it has elected to protest any Taxes for any Real Property, then Buyer agrees that Seller shall have the right (but not the obligation), after the Closing Date, to continue such protest. In such case, any Taxes paid by Buyer after the Closing Date with respect to such Real Property shall be paid under protest and Buyer shall promptly notify Seller of any payments of Taxes made by Buyer with respect to such Real Property. Buyer further agrees to cooperate with Seller and execute any documents requested by Seller in connection with such protest. As to each Real Property, any tax savings received (“Tax Refunds”) for the relevant tax year under any protest, whether filed by Seller or Buyer, shall be prorated between the parties based upon the number of days, if any, Seller and Buyer respectively owned the Real Property during such relevant tax year; if such protest was filed by a Seller, any payment of Tax Refunds to Buyer shall be net of any fees and expenses payable to any third party for processing such protest, including attorneys’ fees. Seller shall have the obligation to refund to any tenants in good standing as of the date of such Tax Refund, any portion of such Tax Refund paid to Seller which may be owing to such tenants, which payment shall be paid to Buyer within fifteen (15) business days of delivery to Seller by Buyer of written confirmation of such tenants’ entitlement to such Tax Refunds. Buyer shall have the obligation to refund to tenants in good standing as of the date of such Tax Refund, any

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portion of such Tax Refund paid to it which may be owing to such tenants. Seller and Buyer agree to notify the other in writing of any receipt of a Tax Refund within fifteen (15) business days of receipt of such Tax Refund. To the extent either party obtains a Tax Refund, a portion of which is owed to the other party, the receiving party shall deliver the Tax Refund to the other party within fifteen (15) business days of its receipt. If Buyer or Seller fail to pay such amount(s) to the other as and when due, such amount(s) shall bear interest from the date any such amount is due to Seller or Buyer, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by law. The obligations set forth herein shall survive the Close of Escrow and Buyer agrees that, as a condition to the transfer of the any Property by Buyer, Buyer will cause any transferee to assume the obligations set forth herein.

10.4        Leasing Commissions, Tenant Improvements and Contracts. At Close of Escrow, the applicable Buyer Party shall assume (pursuant to the Assignment of Leases and Contracts and Bill of Sale for the applicable Property) the obligation to pay all (a) leasing costs that are due or become due prior to the Closing Date to the extent that the same arise from a new lease or any Lease amendment, extension or expansion hereafter entered into by Seller in accordance with the terms and conditions of this Agreement, and (b) leasing costs that are due after the Closing Date. Buyer will assume the obligations arising from and after the Closing Date under the Contracts.

10.5        Tenant Deposits. All tenant security deposits actually received by Seller (and interest thereon if required by law or contract to be earned thereon) and not theretofore applied to tenant obligations under the Leases shall be transferred or credited to Buyer at the Close of Escrow or placed in escrow if required by law. As of the Close of Escrow, Buyer shall assume Seller’s obligations related to tenant security deposits that are actually transferred or credited to Buyer at the Close of Escrow. Solely with respect to tenant security deposits that are actually transferred or credited to Buyer at the Close of Escrow, Buyer will indemnify, defend, and hold Seller harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any such security deposits and will reimburse Seller for all attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenants. If any security deposits are in the form of a letter or credit, Seller’s obligation to deliver or credit such deposit shall be satisfied by the delivery by Seller of the original letter of credit to Buyer. Seller shall cooperate with Buyer to transfer any such letters of credit, including signing any assignment document requested by the issuer and presented to Seller prior to or after Closing, but expressly excluding any obligation to draw on any letter of credit for the benefit of Buyer. All costs of the assignment of any letter of credit shall be paid by Buyer without prejudice to Buyer’s right to seek reimbursement from a tenant for such costs post-closing if permitted under the respective lease. Seller agrees that it shall not hereafter apply any tenant security deposits set to tenant obligations unless (i) the respective tenant is in default under its Lease and (ii) the respective tenant is no longer in possession of their premises.

10.6        Utilities and Utility Deposits. Utilities for each Real Property (excluding utilities for which payment is made directly by tenants), including water, sewer, electric, and gas, based upon the last reading of meters prior to the Close of Escrow, shall be prorated. Seller shall

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be entitled to a credit for all security deposits held by any of the utility companies providing service to a Real Property. Seller shall endeavor to obtain meter readings on the day before the Closing Date, and if such readings are obtained, there shall be no proration of such items and Seller shall pay at Close of Escrow the bills therefor for the period to the day preceding the Close of Escrow, and Buyer shall pay the bills therefor for the period subsequent thereto. If the utility company will not issue separate bills, Buyer will receive a credit against the Purchase Price for Seller’s portion and will pay the entire bill prior to delinquency after Close of Escrow. If Seller has paid utilities in advance in the ordinary course of business, then Buyer shall be charged its portion of such payment at Close of Escrow. Buyer shall be responsible for making any security deposits required by utility companies providing service to a Real Property.

10.7        Owner Deposits. Seller shall receive a credit at the Close of Escrow for all bonds, deposits, letters of credit, set aside letters or other similar items, if any, that are outstanding with respect to any Real Property that have been provided by Seller or any of its affiliates to any governmental agency, public utility, or similar entity (collectively, “Owner Deposits”) to the extent assignable to Buyer. To the extent any Owner Deposits are not assignable to Buyer, Buyer shall replace such Owner Deposits and obtain the release of Seller (or its affiliates) from any obligations under such Owner Deposits. To the extent that any funds are released as a result of the termination of any Owner Deposits for which Seller did not get a credit, such funds shall be delivered to Seller immediately upon their receipt.

10.8        Final Adjustment After Closing. If final prorations cannot be made at the Close of Escrow for any item being prorated under this Section 10, then, provided Buyer and Seller identify any such proration (“Post Closing Proration”) in writing before the Close of Escrow, Buyer and Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Close of Escrow (but in no event later than ninety (90) days after the Close of Escrow, except that adjustments arising from any tax protest under Section 10.3 shall not be subject to such 90-day limitation, but shall be made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than ninety (90) days after the Close of Escrow, except that adjustments arising from any tax protest under Section 10.3 shall not be subject to such 90-day limitation, but shall be made as soon as reasonably possible. Seller shall have reasonable access to, and the right to inspect and audit, Buyer’s books to confirm the final prorations for a period of one (1) year after the Close of Escrow. Notwithstanding anything to the contrary stated in this Section 10, except for any reconciliation arising out of a tax protest under Section 10.3 hereof, and except for any Post Closing Prorations (which must be determined and paid within ninety (90) days after the Close of Escrow), all prorations made under this Section 10 shall be final as of the Close of Escrow and shall not be subject to further adjustment (whether due to an error or for any other reason) after the Close of Escrow.

11. SELLER’S REPRESENTATIONS AND WARRANTIES; AS-IS

11.1        Seller’s Representations and Warranties. In consideration of Buyer’s entering into this Agreement and as an inducement to Buyer to purchase the Portfolio from Seller, Seller makes the following representations and warranties to Buyer:

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(a)        Each Seller Party is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Subject to KBS SOR’s obtaining board approval pursuant to Section 7.2(i) above, each Seller Party has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and subject to KBS SOR’s obtaining board approval pursuant to Section 7.2(i) above, the execution, delivery and performance of this Agreement have been duly authorized and no other action by Seller is requisite to the valid and binding execution, delivery and performance of this Agreement, except as otherwise expressly set forth herein.

(b)        The obligations of each Seller Party under this Agreement constitute its legal, valid and binding obligations enforceable against it in accordance with its terms.

(c)        To each Seller’s Actual Knowledge, except as disclosed in any rent roll delivered or made available to Buyer or as disclosed in Schedule 2 attached hereto: (i) each Seller is not in material breach of the terms of any of the Leases, (ii) Seller has not received any written notice from any tenant under any Lease that Seller is currently in breach of a material obligation under any Lease that remains uncured as of the Effective Date, (iii) Seller is not aware of any existing material breach by a tenant of the terms of any Lease, (iv) Seller has not delivered any written notice to any tenant under any Lease claiming that such tenant is currently in breach of a material obligation under any Lease that remains uncured as of the Effective Date, and (v) Seller has not received written notice from any tenant under any Lease or any governmental authority or any third party claiming that any of the Leases are not enforceable.

(d)        There is no agreement, including any partnership agreement, operating agreement, mortgage, Lease, Contract, or articles of incorporation, bylaws, partnership certificate, articles of organization, indenture, deed to secure debt, deed of trust or other document, to which Seller is a party or to Seller’s Actual Knowledge binding on Seller which would prevent Seller from consummating the transaction contemplated by this Agreement.

(e)        To each Seller’s Actual Knowledge, except as disclosed on Schedule 2 attached hereto, no Seller Party has received written notice from any governmental agency in the last twelve (12) months that the Property owned by such Seller Party or the current use and operation thereof violate any applicable federal, state or municipal law, statute, code, ordinance, rule or regulation (including those relating to environmental matters), except with respect to such violations as have been fully cured and as to which there are no unpaid fines or penalties owing prior to the date hereof.

(f)        To each Seller’s Actual Knowledge, except as disclosed on Schedule 2 attached hereto, there is no currently pending proceedings for, or bona fide written threat of, condemnation or the exercise of the right of eminent domain as to any Property.

(g)        To each Seller’s Actual Knowledge, except as disclosed on Schedule 2 attached hereto, there is no litigation currently pending, or bona fide written threat of, litigation against any Property or such Seller Party that would adversely affect such Property after the Close of Escrow (other than claims for personal injury and property damage that are covered by insurance) or use thereof, or such Seller Party’s ability to perform hereunder.

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(h)        To Seller’s Actual Knowledge, no Seller Party has received written notice of the existence of any attachments, executions, assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under other debtor relief laws contemplated by, pending, or threatened against any tenant or any tenant guarantor.

(i)        To each Seller’s Actual Knowledge: (i) the list of Leases scheduled in Exhibit C-1 attached hereto sets forth all of the Leases (including amendments and guaranties relating thereto, if any) affecting the Portfolio as of the Effective Date, (ii) the copies of the Leases made available to Buyer are true and correct copies of such Leases in Seller’s possession, and (iii) each such Lease is in full force and effect.

(j)        To each Seller’s Actual Knowledge: (i) the list of Contracts scheduled in Exhibit C attached hereto sets forth all of the Contracts (including amendments and guaranties relating thereto, if any) affecting the Portfolio as of the Effective Date, (ii) except as disclosed in Schedule 2 attached hereto, each Seller has not received written notice that Seller is currently in breach of a material obligation under any Contract that remains uncured as of the Effective Date, and (iii) the copies of the Contracts made available to Buyer are true and correct copies of such Contracts in Seller’s possession.

(k)        To each Seller’s Actual Knowledge, no Seller Party nor any of its respective affiliates or constituents (but expressly excluding the shareholders of KBS SOR), nor any of their respective brokers or other agents acting in any capacity in connection with the transactions contemplated by this Agreement is or will be (a) conducting any business or engaging in any transaction or dealing with any person appearing on the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) list of restrictions and prohibited persons (“Prohibited Person”) (which lists can be accessed at the following web address: http://www.ustreas.gov/offices/enforcement/ofac/), including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; or (b) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 dated September 24, 2001, relating to “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism”; or (c) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempting to violate, any of the prohibitions set forth in any U.S. anti-money laundering law.

(l)        Except for this Agreement and the security interests granted to the existing lenders (which will be released at the Close of Escrow pursuant to Section 4.2 above), no Seller Party has entered into any other contract to sell any of the Real Properties (or any part thereof), and no Seller Party has entered into any option to purchase, right of first refusal to purchase or first opportunity to purchase any of the Properties or any portion thereof.

For purposes of this Section 11.1, the phrase “To Seller’s Actual Knowledge” shall mean the actual (and not implied, imputed, or constructive) knowledge of Brian Ragsdale, without any inquiry or investigation other than to review and discuss the accuracy of each of Seller’s representations and warranties in this Section 11.1 with each KBS asset manager of the Portfolio prior to the Effective Date.

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The representations and warranties made by Seller in this Agreement shall survive the recordation of the Deeds for a period of twelve (12) months and any action for a breach of Seller’s representations or warranties must be made and filed within said twelve (12) month period. If, after the Effective Date, but before the Close of Escrow, Seller becomes aware of any facts or changes in circumstances that would cause any of its representations and warranties in this Agreement to be untrue at Close of Escrow, Seller shall notify Buyer in writing of such fact. In such case, or in the event Buyer obtains information which would cause any of Seller’s representations and warranties to be untrue at Close of Escrow, Buyer, as its sole and exclusive remedy, shall have the right to either (i) terminate this Agreement, in which case neither party shall have any rights or obligations under this Agreement (except for Sections 4.3.1, 15.3 and 15.5 which survive termination of this Agreement); or (ii) accept a qualification to Seller’s representations and warranties as of the Close of Escrow and complete the purchase and sale of the Property without any rights to recovery for breach of the unqualified representation and warranty. Other than as set forth in the immediately preceding sentence, if Buyer proceeds with the Close of Escrow, Buyer shall be deemed to have expressly waived any and all remedies for the breach of any representation or warranty discovered by Buyer prior to the Close of Escrow.

11.2        As-Is. As of the Closing Date, Buyer will have:

(a)        examined and inspected the Portfolio and will know and be satisfied with the physical condition, quality, quantity and state of repair of the Portfolio in all respects (including, without limitation, the compliance of the Real Property with the Americans With Disabilities Act of 1990 Pub.L. 101-336, 104 Stat. 327 (1990), and any comparable local or state laws (collectively, the “ADA”)) and by consummating this transaction at the Close of Escrow, shall be deemed to have determined that the same is satisfactory to Buyer;

(b)        reviewed the Property Information and all instruments, records and documents which Buyer deems appropriate or advisable to review in connection with this transaction, including, but not by way of limitation, any and all architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, leases, contracts, warranties and guarantees relating to the Real Properties or the business conducted thereon, and Buyer, by consummating this transaction at the Close of Escrow, shall be deemed to have determined that the same and the information and data contained therein and evidenced thereby are satisfactory to Buyer;

(c)        reviewed all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Real Properties, and Buyer, by consummating this transaction at the Close of Escrow, shall be deemed to have determined that the same are satisfactory to Buyer; and

(d)        at its own cost and expense, made its own independent investigation respecting the Portfolio and all other aspects of this transaction, and shall have relied thereon and on the advice of its consultants in entering into this Agreement, and Buyer, by consummating this transaction at the Close of Escrow, shall be deemed to have determined that the same are satisfactory to Buyer.

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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES IN SECTION 11.1 OF THIS AGREEMENT AND ANY WARRANTIES OF TITLE CONTAINED IN THE DEEDS DELIVERED AT THE CLOSE OF ESCROW (“SELLER’S WARRANTIES”), THIS SALE IS MADE AND WILL BE MADE WITHOUT REPRESENTATION, COVENANT, OR WARRANTY OF ANY KIND (WHETHER EXPRESS, IMPLIED, OR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STATUTORY) BY SELLER. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, BUYER AGREES TO ACCEPT THE PORTFOLIO ON AN “AS IS” AND “WHERE IS” BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, ALL OF WHICH SELLER HEREBY DISCLAIMS, EXCEPT FOR SELLER’S WARRANTIES. EXCEPT FOR SELLER’S WARRANTIES, NO WARRANTY OR REPRESENTATION IS MADE BY SELLER AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION OR INCOME, COMPLIANCE WITH DRAWINGS OR SPECIFICATIONS, ABSENCE OF DEFECTS, ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCES, ABSENCE OF FAULTS, FLOODING, OR COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY, AND THE ENVIRONMENT (INCLUDING, WITHOUT LIMITATION, THE ADA (AS DEFINED ABOVE)). BUYER ACKNOWLEDGES THAT BUYER HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC USE, COMPLIANCE, AND LEGAL CONDITION OF THE PORTFOLIO AND THAT BUYER IS NOT NOW RELYING, AND WILL NOT LATER RELY, UPON ANY REPRESENTATIONS AND WARRANTIES MADE BY SELLER OR ANYONE ACTING OR CLAIMING TO ACT, BY, THROUGH OR UNDER OR ON SELLER’S BEHALF CONCERNING THE PORTFOLIO. ADDITIONALLY, BUYER AND SELLER HEREBY AGREE THAT (A) EXCEPT FOR SELLER’S WARRANTIES, BUYER IS TAKING THE PORTFOLIO “AS IS” WITH ALL LATENT AND PATENT DEFECTS AND THAT EXCEPT FOR SELLER’S WARRANTIES, THERE IS NO WARRANTY BY SELLER THAT THE PORTFOLIO ARE FIT FOR A PARTICULAR PURPOSE, (B) EXCEPT FOR SELLER’S WARRANTIES, BUYER IS SOLELY RELYING UPON ITS EXAMINATION OF THE PORTFOLIO, AND (C) BUYER TAKES THE PORTFOLIO UNDER THIS AGREEMENT UNDER THE EXPRESS UNDERSTANDING THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES (EXCEPT FOR THE LIMITED WARRANTIES OF TITLE SET FORTH IN THE DEEDS AND SELLER’S WARRANTIES).

AS PART OF THE PROVISIONS OF THIS SECTION, BUT NOT AS A LIMITATION THEREON, BUYER HEREBY AGREES, REPRESENTS AND WARRANTS THAT THE MATTERS RELEASED HEREIN ARE NOT LIMITED TO MATTERS WHICH ARE KNOWN OR DISCLOSED, AND BUYER HEREBY WAIVES ANY AND ALL RIGHTS AND BENEFITS WHICH IT NOW HAS, OR IN THE FUTURE MAY HAVE CONFERRED UPON IT, BY VIRTUE OF THE PROVISIONS OF FEDERAL, STATE OR LOCAL LAW, RULES OR REGULATIONS, INCLUDING SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, WHICH PROVIDES AS FOLLOWS:

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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

IN THIS CONNECTION AND TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER HEREBY AGREES, REPRESENTS AND WARRANTS THAT BUYER REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS NOW UNKNOWN TO BUYER MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSES AND EXPENSES WHICH ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND BUYER FURTHER AGREES, REPRESENTS AND WARRANTS THAT THE WAIVERS AND RELEASES HEREIN HAVE BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF THAT REALIZATION AND THAT BUYER NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE, AND ACQUIT SELLER FROM ANY SUCH UNKNOWN CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES WHICH MIGHT IN ANY WAY BE INCLUDED IN THE WAIVERS AND MATTERS RELEASED AS SET FORTH IN THIS SECTION. THE PROVISIONS OF THIS SECTION ARE MATERIAL AND INCLUDED AS A MATERIAL PORTION OF THE CONSIDERATION GIVEN TO SELLER BY BUYER IN EXCHANGE FOR SELLER’S PERFORMANCE HEREUNDER.

WITH RESPECT TO THE FOLLOWING, BUYER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER SHALL NOT HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY OF ANY KIND AND THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND:

1. THE CONTENT OR ACCURACY OF ANY REPORT, STUDY, OPINION OR CONCLUSION OF ANY SOILS, TOXIC, ENVIRONMENTAL OR OTHER ENGINEER OR OTHER PERSON OR ENTITY WHO HAS EXAMINED THE PORTFOLIO OR ANY ASPECT THEREOF;

2. THE CONTENT OR ACCURACY OF ANY OF THE ITEMS (INCLUDING, WITHOUT LIMITATION, THE PROPERTY INFORMATION) DELIVERED TO BUYER PURSUANT TO BUYER’S REVIEW OF THE CONDITION OF THE PORTFOLIO;

3. THE CONTENT OR ACCURACY OF ANY PROJECTION, FINANCIAL OR MARKETING ANALYSIS OR OTHER INFORMATION GIVEN TO BUYER BY SELLER OR REVIEWED BY BUYER WITH RESPECT TO THE PORTFOLIO; OR

4. THE FAILURE OF SELLER TO COMPLY WITH THE ENERGY DISCLOSURE REQUIREMENTS (AS SUCH TERM IS DEFINED IN SECTION 15.21(a)(iii) HEREOF).

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BUYER ALSO ACKNOWLEDGES THAT THE REAL PROPERTIES MAY OR MAY NOT CONTAIN ASBESTOS AND, IF A REAL PROPERTY CONTAINS ASBESTOS, THAT BUYER MAY OR MAY NOT BE REQUIRED TO REMEDIATE ANY ASBESTOS CONDITION IN ACCORDANCE WITH APPLICABLE LAW.

BUYER IS A SOPHISTICATED REAL ESTATE INVESTOR AND IS, OR WILL BE AS OF THE CLOSE OF ESCROW, FAMILIAR WITH THE REAL PROPERTIES AND THEIR SUITABILITY FOR BUYER’S INTENDED USE. THE PROVISIONS OF THIS SECTION 11.2 SHALL SURVIVE INDEFINITELY ANY CLOSING OR TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE DOCUMENTS EXECUTED AT CLOSE OF ESCROW.

    

BUYER’S INITIALS

ON BEHALF OF

    ALL BUYER PARTIES

12. BUYER’S COVENANTS, REPRESENTATIONS AND WARRANTIES; RELEASE; ERISA; INDEMNIFICATION

In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Portfolio to Buyer, Buyer makes the following covenants, representations and warranties:

12.1        Buyer’s Representations and Warranties.

(a)        Authority. Each Buyer Party is a limited liability company organized, validly existing and in good standing under the laws of the State of Delaware. Each Buyer Party has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement have been duly authorized and no other action by such Buyer Party is requisite to the valid and binding execution, delivery and performance of this Agreement, except as otherwise expressly set forth herein. There is no agreement to which any Buyer Party is a party or to Buyer’s knowledge binding on any Buyer Party which is in conflict with this Agreement.

(b)        Executive Order 13224. To the best of Buyer’s knowledge, no Buyer Party nor any of its respective affiliates or indirect owners of Buyer, nor any of their respective brokers or other agents acting in any capacity in connection with the transactions contemplated by this Agreement is or will be (a) conducting any business or engaging in any transaction or dealing with any person appearing on the OFAC list of restrictions Prohibited Person (which lists can be accessed at the following web address: http://www.ustreas.gov/offices/enforcement/ofac/), including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; (b) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 dated September 24, 2001, relating to “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism”; or (c) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempting to violate, any of the prohibitions set forth in any U.S. anti-money laundering law.

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12.2        Release. By consummating the transaction contemplated by this Agreement at the Close of Escrow, Buyer shall be deemed to have made its own independent investigation of the Portfolio, the Property Information and the presence of Hazardous Materials on the Real Properties as Buyer deems appropriate. Accordingly, subject to the representations and warranties of Seller expressly set forth in Section 11.1 hereof, Buyer, on behalf of itself and all of its officers, directors, shareholders, employees, representatives and affiliated entities (collectively, the “Releasors”) hereby expressly waives and relinquishes any and all rights and remedies Releasors may now or hereafter have against Seller, its successors and assigns, partners, shareholders, officers and/or directors (the “Seller Released Parties”), whether known or unknown, which may arise from or be related to (a) the physical condition, quality, quantity and state of repair of any Real Property and the prior management and operation of any Real Property, (b) the Property Information, (c) any Real Property’s compliance or lack of compliance with any federal, state or local laws or regulations (including, without limitation, the failure of Seller to comply with the Energy Disclosure Requirements), and (d) any past, present or future presence or existence of Hazardous Materials on, under or about any Real Property or with respect to any past, present or future violation of any rules, regulations or laws, now or hereafter enacted, regulating or governing the use, handling, storage or disposal of Hazardous Materials, including, without limitation, (i) any and all rights and remedies Releasors may now or hereafter have under the Comprehensive Environmental Response Compensation and Liability Act of 1980 (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act, and the Toxic Substance Control Act, all as amended, and any similar state, local or federal environmental law, rule or regulation, and (ii) any and all claims, whether known or unknown, now or hereafter existing, with respect to any Real Property under Section 107 of CERCLA (42 U.S.C.A. §9607). As used herein, the term “Hazardous Material(s)” includes, without limitation, any hazardous or toxic materials, substances or wastes, such as (1) any materials, substances or wastes which are toxic, ignitable, corrosive or reactive and which are regulated by any local governmental authority, or any agency of the United States government, (2) any other material, substance, or waste which is defined or regulated as a hazardous material, extremely hazardous material, hazardous waste or toxic substance pursuant to any laws, rules, regulations or orders of the United States government, or any local governmental body, (3) asbestos, (4) petroleum and petroleum based products, (5) formaldehyde, (6) polychlorinated biphenyls (PCBs), and (7) freon and other chlorofluorocarbons.

Buyer’s Initials

on Behalf of

All Buyer Parties:

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER, ON BEHALF OF ITSELF AND THE OTHER RELEASORS, HEREBY ASSUMES ALL RISK AND LIABILITY RESULTING OR ARISING FROM, OR RELATING TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR, OR OPERATION OF, THE PORTFOLIO.

THE FOREGOING WAIVERS, RELEASES AND AGREEMENTS BY BUYER, ON BEHALF OF ITSELF AND THE RELEASORS, SHALL SURVIVE THE CLOSE OF

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ESCROW AND THE RECORDATION OF THE DEEDS AND SHALL NOT BE DEEMED MERGED INTO THE DEED UPON ITS RECORDATION.

12.3        ERISA. Buyer is not purchasing any of the Portfolio with “plan assets” of an Employee Benefit Plan subject to Title I of the Employee Retirement Income Security Act of 1974 (as amended from time to time, the “Act,” and together with any regulation, rule or judicial or administrative case, order, or pronouncement arising under or connected with the Act, “ERISA”) or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”). Buyer shall take all actions reasonably requested by Seller for the purpose of ensuring, to Seller’s satisfaction, that the transactions contemplated herein will comply with ERISA and not result in an imposition of an excise tax under Section 4975 of the Code; such actions shall include, without limitation, the making of such further representations and warranties as Seller’s counsel reasonably deems necessary to ensure that neither this Agreement nor any of the transactions contemplated herein will violate ERISA or result in an imposition of an excise tax under Section 4975 of the Code. In the event that this Agreement, or any transaction or other action by Seller in connection herewith, shall be deemed to violate ERISA or result in an imposition of an excise tax under Section 4975 of the Code, Seller may immediately terminate this Agreement (without any liability to Seller) in accordance with, and subject to the terms and conditions of, Section 9.3 hereof as if such termination arose from a failed condition under Section 9.3 hereof.

13. DEFAULT AND DAMAGES

13.1        DEFAULT BY BUYER. IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER MAY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER AND CANCEL THE ESCROW (IF THEN OPENED), IN WHICH EVENT BUYER SHALL REIMBURSE SELLER FOR THE REIMBURSABLE EXPENSES.

NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND SECTION 14 HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.

Seller’s Initials on Behalf of All Seller Parties:
Buyer’s Initials on Behalf of All Buyer Parties:

13.2        Default by Seller. If Seller defaults in its obligations to sell and convey the Portfolio to Buyer pursuant to this Agreement, Buyer’s sole and exclusive remedy shall be to elect one of the following: (a) to terminate this Agreement, in which event Seller shall reimburse Buyer for Buyer’s actual, out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses), as supported by reasonably documentation satisfactory to Seller, incurred in connection with Buyer’s due diligence investigations and negotiation and execution of this

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Agreement, not to exceed One Million Dollars ($1,000,000.00) in the aggregate, or (b) to bring a suit for specific performance provided that any suit for specific performance must be brought as to the Portfolio within 30 days of Seller’s default, Buyer’s waiving the right to bring suit at any later date to the extent permitted by law. This Agreement confers no present right, title or interest in the Portfolio to Buyer and Buyer agrees not to file a lis pendens or other similar notice against any Real Property except in connection with, and after, the proper filing of a suit for specific performance.

14. NO BROKER

Neither party hereto has had any contact, dealings, negotiations or consultations regarding the Portfolio, or any communication in connection with the subject matter of this transaction, through any licensed real estate broker, representative, employee, agent or other intermediary or other person who can claim a right to a commission or finder’s fee as a procuring cause of the sale contemplated herein. In the event that any other broker or finder perfects a claim for a commission or finder’s fee, the party responsible for the contact or communication on which the broker or finder perfected such claim shall indemnify, save harmless and defend the other party from said claim and all costs and expenses (including reasonable attorneys’ fees) incurred by the other party in defending against the same. This section shall survive the termination of this Agreement and the Close of Escrow without limitation.

15.        MISCELLANEOUS PROVISIONS Notices. All written notices or demands of any kind which either party hereto may be required or may desire to serve on the other in connection with this Agreement shall be served by personal service, by registered or certified mail, recognized overnight courier service or facsimile transmission. Any such notice or demand so to be served by registered or certified mail, recognized overnight courier service or facsimile transmission shall be delivered with all applicable delivery charges thereon fully prepaid and addressed to the applicable party at the address set forth on Schedule 5 attached hereto. Service of any such notice or demand so made by personal delivery, registered or certified mail, recognized overnight courier or facsimile transmission shall be deemed complete on the date of actual delivery as shown by the addressee’s registry or certification receipt or, as to facsimile transmissions, by “answer back confirmation” (provided that a copy of such notice or demand is delivered by any of the other methods provided above within one (1) business day following receipt of such facsimile transmission), as applicable, or at the expiration of the third (3rd) business day after the date of dispatch, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address to which or a different person to whose attention all such notices or demands are thereafter to be addressed. Counsel for a party may give notice or demand on behalf of such party, and such notice or demand shall be treated as being sent by such party.

15.2        Assignment; Binding on Successors and Assigns. Buyer shall not assign, transfer or convey its rights or obligations under this Agreement or with respect to the Portfolio without the prior written consent of Seller, which consent Seller may withhold in its sole, absolute and subjective discretion. Any attempted assignment without the prior written consent of Seller shall be void and Buyer shall be deemed in default hereunder. Any permitted assignments shall not relieve the assigning party from its liability under this Agreement. Subject to the foregoing, and except as provided to the contrary herein, the terms, covenants, conditions and warranties contained herein and the powers granted hereby shall inure to the benefit of and

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bind all parties hereto and their respective heirs, executors, administrators, successors and assigns, and all subsequent owners of each Property.

15.3        Work Product. Effective upon and in the event of a termination of this Agreement for any reason, if requested by Seller in writing, Buyer shall deliver to Seller (at reasonable cost to Seller, except in the event of a default by Buyer) copies all reports, plans, studies, documents, written information and the like that were independently ordered or prepared by Buyer and not otherwise obtained or provided by Seller, whether prior to the effective date of this Agreement, or during the period of Escrow in connection with Buyer’s proposed acquisition, development, use or sale of the Real Property (collectively, the “Work Product”). Buyer shall also return all materials and information (including, without limitation, the Property Information) given to it by Seller or its consultants during Escrow, in the same condition as delivered to Buyer.

15.4        Further Assurances. In addition to the acts and deeds recited herein and contemplated to be performed, executed or delivered by Seller or Buyer, Seller and Buyer hereby agree to perform, execute and deliver, or cause to be performed, executed and delivered, on the Closing Date or thereafter any and all such further acts, deeds and assurances as Buyer or Seller, as the case may be, may reasonably require in order to consummate fully the transactions contemplated hereunder.

15.5        Attorneys’ Fees. If any legal action or any arbitration or other proceeding is brought or if an attorney is retained for the enforcement of this Agreement or any portion thereof, or because of any alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to recover from the other reimbursement for the reasonable fees of attorneys and other costs (including court costs and witness fees) incurred by it, in addition to any other relief to which it may be entitled. The term “prevailing party” means the party obtaining substantially the relief sought, whether by compromise, settlement or judgment.

15.6        Survival of Representations, Warranties, Covenants, Obligations and Agreements. Except as otherwise expressly provided below in this Section 15.6, none of the representations, warranties, covenants, obligations or agreements contained in this Agreement shall survive the Close of Escrow or the earlier termination of this Agreement.

(a)        Notwithstanding the provisions of Section 15.6(a), the indemnification provisions of Buyer under Sections 4.3.1 and 14 hereof and the provisions of Sections 4.6, 11.2, 13.2, 15.3, 15.5, 15.17, 15.19 and 15.20 hereof (collectively, the “Surviving Termination Obligations”) shall survive the termination of this Agreement without limitation, and any claim based upon any breach of a representation or warranty, or a breach of a covenant, obligation or agreement included in any of the Surviving Termination Obligations shall be actionable and enforceable at any time after the date of the termination of this Agreement.

(b)        Notwithstanding the provisions of Section 15.6(a), the indemnification provisions of Buyer under Sections 4.3.1, 14 and 10.5 hereof, the provisions of Sections 4.6, 10.1, 10.3, 10.4, 11.2, 12.1, 12.2, 12.3 and 12.4 that relate to Buyer and the provisions of Sections 15.5, 15.17, 15.19 and 15.20 hereof (collectively, the “Surviving Closing Obligations”) shall survive the Close of Escrow without limitation, and shall not be merged with

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the recording of the Deed, and any claim based upon any breach of a representation or warranty, or a breach of a covenant, obligation or agreement included in any of the Surviving Closing Obligations shall be actionable and enforceable at any time after the Closing.

(c)        Notwithstanding the provisions of Section 15.6(a), the indemnification provisions of Seller under Section 14 hereof and the provisions of Section 11.1 hereof (collectively, the “Limited Surviving Closing Obligations”) shall survive the Close of Escrow and the execution and delivery of the Deed only for a period of twelve (12) months immediately following the Closing, and any claim based upon any breach of a representation or warranty, or a breach of a covenant, obligation or agreement included in any of the Limited Surviving Closing Obligations shall be actionable and enforceable if and only if notice of such claim is given to the party which allegedly breached such representation or warranty, or breached such covenant, obligation or agreement, within twelve (12) months after the Closing; provided, however, in no event shall Seller’s liability, if any, with respect to any Limited Surviving Closing Obligations exceed an amount equal to one and one-half percent (1.5%) of the Purchase Price in the aggregate (“Seller’s Liability Cap”) and no claim by Buyer may be made and Seller shall not be liable for any judgment in any action based upon any such claim unless and until Buyer’s claims are for an aggregate amount in excess of One Hundred Fifty Thousand Dollars ($150,000.00), in which event Seller’s liability respecting any final judgment governing such claim(s) shall be for the entire amount thereof, subject to Seller’s Liability Cap.

15.7        Entire Agreement. This Agreement contains the entire agreement and understanding of the parties in respect to the subject matter hereof, and the parties intend for the literal words of this Agreement to govern and for all prior negotiations, drafts, and other extrinsic communications, whether oral or written, to have no significance or evidentiary effect. The parties further intend that neither this Agreement nor any of its provisions may be changed, amended, discharged, waived or otherwise modified orally except only by an instrument in writing duly executed by the party to be bound thereby. The parties hereto fully understand and acknowledge the importance of the foregoing sentence and are aware that the law may permit subsequent oral modification of a contract notwithstanding contract language which requires that any such modification be in writing, but Buyer and Seller fully and expressly intend that the foregoing requirements as to a writing be strictly adhered to and strictly interpreted and enforced by any court which may be asked to decide the question. Each party hereto acknowledges that this Agreement accurately reflects the agreements and understandings of the parties hereto with respect to the subject matter hereof and hereby waive any claim against the other party which such party may now have or may hereafter acquire to the effect that the actual agreements and understandings of the parties hereto with respect to the subject matter hereof may not be accurately set forth in this Agreement.

15.8        Governing Law. This Agreement shall be governed by the laws of the State of California.

15.9        Counterparts. This Agreement may be executed simultaneously in one or more counterparts and delivered via facsimile and/or by electronic mail in “PDF” format, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

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15.10     Headings; Construction. The various headings of this Agreement are included for convenience only and shall not affect the meaning or interpretation of this Agreement or any provision hereof. When the context and construction so require, all words used in the singular herein shall be deemed to have been used in the plural and the masculine shall include the feminine and the neuter and vice versa. The use in this Agreement of the term “including” and related terms such as “include” shall in all cases mean “without limitation.” All references to “days” in this Agreement shall be construed to mean calendar days unless otherwise expressly provided and all references to “business days” shall be construed to mean days on which national banks are open for business.

15.11     Time of Essence. Seller and Buyer hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof and failure to perform timely any of the terms, conditions, obligations or provisions hereof by either party shall constitute a material breach of, and non-curable (but waivable) default under this Agreement by the parties so failing to perform.

15.12     Partial Validity; Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

15.13     No Third Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the parties hereto and their respective permitted successors and assigns, and no third party is intended to, or shall have, any rights hereunder.

15.14     Joint and Several Liability and Obligation of Seller. All obligations and liabilities of the Seller Parties under this Agreement shall be joint and several as to each of the other Seller Parties. For avoidance of doubt, if a Seller Party fails to meet its obligations under this Agreement and Buyer, at its option, elects to proceed with the transaction and waives such failure, the other Seller Parties shall continue to meet their respective obligations under this Agreement. Buyer shall inform the other Seller Parties in writing, in accordance with Section 15.1 of this Agreement, within ten (10) business days of the occurrence of such failure by a Seller Party but not later than one (1) business day prior to the Closing Date, of its intention whether to proceed with the transaction contemplated by this Agreement.

15.15     Joint Product of Parties. This Agreement is the result of arms-length negotiations between Seller and Buyer and their respective attorneys. Accordingly, neither party shall be deemed to be the author of this Agreement and this Agreement shall not be construed against either party.

15.16     Calculation of Time Periods. Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included at, unless such last day is a Saturday, Sunday or legal holiday for national banks in California, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday, or legal holiday. Unless otherwise expressly provided herein, the last day of

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any period of time described herein shall be deemed to end at 11:59 p.m. (Pacific Standard Time).

15.17     Procedure for Indemnity. The following provisions govern actions for indemnity under this Agreement. Promptly after receipt by an indemnitee of notice of any claim, such indemnitee will, if a claim in respect thereof is to be made against the indemnitor, deliver to the indemnitor written notice thereof and the indemnitor shall have the right to participate in and, if the indemnitor agrees in writing that it will be responsible for any costs, expenses, judgments, damages, and losses incurred by the indemnitee with respect to such claim, to assume the defense thereof, with counsel mutually satisfactory to the parties; provided, however, that an indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnitor, if the indemnitee reasonably believes that representation of such indemnitee by the counsel retained by the indemnitor would be inappropriate due to actual or potential differing interests between such indemnitee and any other party represented by such counsel in such proceeding. The failure of indemnitee to deliver written notice to the indemnitor within a reasonable time after indemnitee receives notice of any such claim shall relieve such indemnitor of any liability to the indemnitee under this indemnity only if and to the extent that such failure is prejudicial to its ability to defend such action, and the omission so to deliver written notice to the indemnitor will not relieve it of any liability that it may have to any indemnitee other than under this indemnity. If an indemnitee settles a claim without the prior written consent of the indemnitor, then the indemnitor shall be released from liability with respect to such claim unless the indemnitor has unreasonably withheld such consent.

15.18     Waiver of Jury Trial. To the extent permitted by applicable law, the parties hereby waive any right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

15.19     No Personal Liability. Notwithstanding anything stated to the contrary herein, Seller’s liability under this Agreement shall be limited to Seller’s interest in the Property and neither Seller, Seller’s constituent partners and/or members, Seller’s asset manager, nor Seller’s directors, employees or agents shall have any personal liability hereunder.

15.21     Joint and Several Liability of Buyer. All obligations and liabilities of the Buyer Parties under this Agreement shall be joint and several as to each of the other Buyer Parties.

15.22     State-Specific Provisions.

(a)          California Provisions.

(i)        Natural Hazard Disclosure. Buyer acknowledges that Seller has commissioned Escrow Holder or its affiliate to prepare a natural hazard disclosure statement for each Property located in California (the “Natural Hazard Disclosure”), including the matters required by Article 1.7 of the California Civil Code (currently Section 1103 through 1103.14). Buyer acknowledges that this transaction is not subject to such Article 1.7, but that, nevertheless, the Natural Hazard Disclosure shall serve to satisfy any and all disclosure requirements relating to the matters referenced in the Natural Hazard Disclosure. Seller does not warrant or represent either the accuracy or completeness of the information in the Natural Hazard Disclosure, and Buyer shall use same merely as a part in its overall investigation of the Portfolio.

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(ii)        Environmental Disclosure. Buyer acknowledges and agrees that Seller has indicated that the sole inquiry and investigation that Seller has conducted in connection with the environmental condition of each Property located in California is to obtain the environmental report(s) made available to Buyer as part of the Property Information, and that, for all purposes, including California Health and Safety Code Section 25359.7, Seller has acted reasonably in solely relying upon said inquiry and investigation. Buyer further acknowledges and agrees that Seller’s making available to Buyer any environmental report(s) as part of the Property Information shall constitute notice to Buyer of any environmental condition disclosed therein, which shall be deemed to satisfy the notice requirements under California Health and Safety Code Section 25359.7.

(iii)        California Energy Disclosure. Buyer acknowledges that Seller may be required to disclose certain information concerning the energy performance of each Property located in California pursuant to California Code of Regulations Section 1680 et seq. and California Public Resources Code Section 25402.10 et seq. and the regulations adopted pursuant thereto (collectively the “Energy Disclosure Requirements”). Buyer acknowledges prior receipt of the Data Verification Checklist, as defined in the Energy Disclosure Requirements, and Buyer acknowledges that Seller has timely complied in full with Seller’s obligations under the Energy Disclosure Requirements or, in the alternative, waives any right to assert that Seller has not so complied. Buyer further acknowledges and agrees that (i) Seller makes no representation or warranty regarding the energy performance of any Property located in California or the accuracy or completeness of any information provided to Buyer in compliance with the Energy Disclosure Requirements (the “Energy Disclosure Information”), (ii) the Energy Disclosure Information is for the current occupancy and use of each Property located in California and that the energy performance of such Property may vary depending on future occupancy and/or use of such Property, and (iii) Seller shall have no liability to Buyer for any errors or omissions in the Energy Disclosure Information or any other information disclosed by Seller to Buyer in compliance with the Energy Disclosure Requirements. Buyer hereby releases Seller from any liability Seller may have to Buyer relating to the Energy Disclosure Requirements and/or the Energy Disclosure Information. Buyer’s approval of the condition of each Property located in California pursuant to the terms of this Agreement shall be deemed to include Buyer’s approval of the energy performance of such Property and the Energy Disclosure Information and, upon the consummation this transaction at the Close of Escrow, Buyer shall have no further right to terminate this Agreement for reasons related to the Energy Disclosure Requirements. This paragraph shall survive the Closing and any earlier termination of this Agreement.

(iv)        Waiver of CC Section 1662. Seller and Buyer each expressly waive the provisions of California Civil Code Section 1662 and hereby agree that the provisions of Section 5.4 hereof shall govern their obligations in the event of damage or destruction to any Real Property located in California or condemnation of all or any part of any Real Property located in California.

(b)          Colorado Provisions.

(i)        Special Taxing District Disclosure – CRS 38-35.7-101. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE

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TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH ANY PROPERTY LOCATED IN COLORADO IS LOCATED BY CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR SUCH PROPERTY, AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR.

(ii)        Community Interest Community – CRS 38-35.7-102. IF ANY PROPERTY LOCATED IN COLORADO IS LOCATED WITHIN A COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR SUCH COMMUNITY, THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNER’S ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS, AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF SUCH PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD PLACE A LIEN ON SUCH PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS, AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO SUCH PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. BUYERS OF PROPERTY LOCATED WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. BUYERS SHOULD CAREFULLY READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION.

(c)          Florida Provisions.

(i)        Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. The foregoing disclosure is provided to comply with state law, is for informational purposes only and does not create any contingency or representation, warranty or obligation of Seller.

(ii)        Energy Rating. An Energy-Efficiency Rating Disclosure is made pursuant to Section 553.996, Florida Statutes, which provides that a buyer of real property with an existing commercial building located thereon shall be provided with written notification that the Buyer may have the building’s energy efficiency rating determined. If Buyer desires such rating, Buyer shall pay all costs for the rating and Buyer shall be responsible for conducting or ordering the rating. A copy of an information brochure prepared and provided at no cost by the

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Department of Community Affairs is attached hereto as Exhibit J. The foregoing disclosure is provided to comply with state law, is for informational purposes only and does not create any contingency or representation, warranty or obligation of Seller.

(d)          Georgia Provisions. None.

(e)          Texas Provisions.

(i)        Waiver of Texas Deceptive Trade Practices. To the extent applicable and permitted by law (and without admitting such applicability), Buyer, as a material inducement to Seller to enter into this Agreement and the transactions contemplated herein, hereby waives the provisions of the Texas Deceptive Trade Practices-Consumer Protection Act, Chapter 17, Subchapter E, Sections 17.41 through 17.63, inclusive, as well as the right to assert a claim under Chapter 27 of the Texas Business and Commerce Code or under any other similar statute or enactment. As a further material inducement to Seller to enter into this Agreement and the transactions contemplated herein, Buyer represents and warrants to Seller that Buyer is acquiring the Portfolio for commercial or business use, has knowledge and experience in financial and business matters that enable Buyer to evaluate the merits and risks of the transaction herein contemplated, has bargained for and obtained a purchase price and other terms under this Agreement which make the acceptance of a contract which substantially limits its recourse against Seller acceptable, and has been and will continue to be represented by counsel in connection with the transaction contemplated herein.

(ii)        Deed Restriction Notice. If there are any deed restrictions or other covenants that affect any Property located in Texas, then Seller shall prepare and give to Buyer written notice of such deed restrictions in a form reasonably acceptable to Seller and the Title Company.

(iii)        Water Code Notice. In the event that any Property located in Texas is located in a district created under Title 4 of the Texas Water Code (General Law Districts) or by a special Act of the legislature that is providing or proposing to provide, as the district’s principal function, water, sanitary sewer, drainage, and flood control or protection facilities or services, or any of these facilities or services that have been financed or are proposed to be financed with bonds of the district payable in whole or part from taxes of the district, or by imposition of a standby fee, if any, to household or commercial users, other than agricultural, irrigation, or industrial users, and which district includes less than all the territory in at least one county and which, if located within the corporate area of a city, includes less than 75 percent of the incorporated area of the city or which is located outside the corporate area of a city in whole or in substantial part, and is subject to the requirements of Section 49.452 of the Texas Water Code, then Seller shall prepare and give to Buyer the written notice that is required by Section 49.452 of the Texas Water Code.

(iv)        Notice to Buyer. The Texas Real Estate License Act requires that Seller notify Buyer that Buyer should either (i) have an attorney examine an abstract of title to each Property located in Texas, or (ii) obtain a title insurance policy covering each Property located in Texas. Notice to that effect is, therefore, hereby given to and acknowledged by Buyer.

(f)          Washington Provisions.

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(i)        Property Disclosure. Buyer and Seller acknowledge that any Property located in Washington constitutes “Commercial Real Estate” as defined in RCW 64.06.005. Buyer waives receipt of the seller disclosure statement required under RCW 64.06 for transactions involving the sale of commercial real estate, except for the section entitled “Environmental”. The Environmental section of the Seller disclosure statement as completed by Seller is attached to this Agreement as Exhibit K (the “WA Disclosure Statement”). Buyer acknowledges receipt of the WA Disclosure Statement and waives its right to rescind the Agreement under RCW 64.06.030. Buyer further acknowledges and agrees that the Disclosure Statement (i) is for the purposes of disclosure only, (ii) will not be considered part of this Agreement, and (iii) will not be construed as a representation or warranty of any kind by Seller.

15.23    Exhibits. If, as of the Effective Date, any Exhibits or Schedules said to be attached hereto are missing, Buyer and Seller agree that each party shall work in good faith with the other to attach such missing Exhibits or Schedules to a fully executed version of this Agreement within ten (10) days after the Effective Date, and such attached Exhibits and Schedules shall be deemed to have been attached hereto as of the Effective Date. If, after the Effective Date, any Exhibits or Schedules attached hereto are discovered to contain any errors, Buyer and Seller agree that each party shall work in good faith with the other to replace such Exhibits or Schedules to correct any such errors, and such replacement Exhibits or Schedules shall be deemed to have been attached hereto as of the Effective Date.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

[Signatures on following pages]

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“BUYER”:

KEPPEL-KBS WESTMOOR CENTER, INC., a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

KEPPEL-KBS WESTECH 360, INC.,

a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

KEPPEL-KBS WEST LOOP I AND II, INC.,

a Delaware Corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

KEPPEL-KBS POWERS FERRY LANDING, INC.,

a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

KEPPEL-KBS PLAZA BUILDINGS, INC.,

a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

KEPPEL-KBS NORTHRIDGE CENTER, INC., a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

KEPPEL-KBS MAITLAND PROMENADE, INC., a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President
KEPPEL-KBS IRON POINT, INC., a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

KEPPEL-KBS GREAT HILLS PLAZA, INC.,

a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

KEPPEL-KBS BELLEVUE TECHNOLOGY CENTER, INC.,

a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

KEPPEL-KBS 1800 WEST LOOP, INC.,

a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

“SELLER”:

KBS SOR NORTHRIDGE, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION III, LLC,
	a Delaware limited liability company,
	its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company,
		its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares,
			its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP,
				a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC.,
					a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel,
						Chief Financial Officer

KBS SOR IRON POINT, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION IV, LLC,
	a Delaware limited liability company
	its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company,
		its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares,
			its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP,
				a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC.,
					a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel,
						Chief Financial Officer

KBS SOR 156TH AVENUE NORTHEAST, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION XIII, LLC,
	a Delaware limited liability company,
	its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company,
		its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares,
			its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP,
				a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC.,
					a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel,
						Chief Financial Officer

KBS SOR POWERS FERRY LANDING EAST, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION XV, LLC,
	a Delaware limited liability company
	its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company,
		its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares,
			its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP,
				a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC.,
					a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel,
						Chief Financial Officer

KBS SOR 1800 WEST LOOP SOUTH, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION XVI, LLC,
	a Delaware limited liability company,
	its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company,
		its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares,
			its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP,
				a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC.,
					a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel,
						Chief Financial Officer

KBS SOR 6565-6575 WEST LOOP SOUTH, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION XVII, LLC,
	a Delaware limited liability company,
	its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company,
		its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares,
			its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP,
				a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC.,
					a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel,
						Chief Financial Officer

KBS SOR AUSTIN SUBURBAN PORTFOLIO, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION XVIII, LLC,
	a Delaware limited liability company,
	its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company,
		its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares,
			its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP,
				a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC.,
					a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel,
						Chief Financial Officer

KBS SOR WESTMOOR CENTER, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION XIX, LLC,
	a Delaware limited liability company,
	its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company,
		its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares,
			its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP,
				a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC.,
					a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel,
						Chief Financial Officer

KBS SOR MAITLAND PROMENADE II, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION XXIV, LLC,
	a Delaware limited liability company,
	its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company,
		its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares,
			its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP,
				a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC.,
					a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel,
						Chief Financial Officer

KBS SOR PLAZA BELLEVUE, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION XXVI, LLC,
	a Delaware limited liability company,
	its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company,
		its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares,
			its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP,
				a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC.,
					a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel,
						Chief Financial Officer

AGREED TO THIS 24th

DAY OF OCTOBER, 2017,

AS TO PROVISIONS RELATING TO ESCROW HOLDER:

FIRST AMERICAN TITLE INSURANCE COMPANY

LIST OF EXHIBITS AND SCHEDULES

EXHIBIT A	—	List of Seller Parties, Buyer Parties and Real Properties
EXHIBIT B	—	Form of Closing Escrow Agreement
EXHIBIT C	—	List of Contracts
EXHIBIT C-1	—	List of Leases
EXHIBIT D	—	Intentionally Deleted
EXHIBIT E	—	State-Specific Deliverables
EXHIBIT F	—	Form of Assignment of Leases and Contracts and Bill of Sale
EXHIBIT G	—	Form of FIRPTA Affidavit
EXHIBIT H	—	Form of Tenant Notice
EXHIBIT I	—	Form of Owners Affidavit
EXHIBIT J	—	Florida Department of Community Affairs Energy Efficiency Rating Disclosure
EXHIBIT K	—	Washington Disclosure Statement
SCHEDULE 1	—	List of Title Reports
SCHEDULE 2	—	Disclosures
SCHEDULE 3	—	Form of California Natural Hazard Disclosure Statement
SCHEDULE 4	—	Intentionally Deleted
SCHEDULE 5	—	Notice Address of the Parties

EXHIBIT A

List of Seller Parties, Buyer Parties and Real Properties

	SELLER PARTY	REAL PROPERTY NAME AND ADDRESS	BUYER PARTY
1.	KBS SOR Northridge, LLC, a Delaware limited liability company	Northridge Center 356-375 Northridge Road Atlanta, GA	Keppel-KBS Northridge Center, Inc., a Delaware corporation
2.	KBS SOR Iron Point, LLC, a Delaware limited liability company	Iron Point 1110, 1120, 1130, 1150 and 1180 Iron Point Road Folsom, CA	Keppel-KBS Iron Point, Inc., a Delaware corporation
3.	KBS SOR 156th Avenue Northeast, LLC, a Delaware limited liability company	Bellevue Technology Center QBE Corporate Campus 156th Avenue Bellevue, WA	Keppel-KBS Bellevue Technology Center, Inc., a Delaware corporation
4.	KBS SOR Powers Ferry Landing East, LLC, a Delaware limited liability company	Powers Ferry Landing 6190 Powers Ferry Road Sandy Springs, GA	Keppel-KBS Powers Ferry Landing, Inc., a Delaware corporation
5.	KBS SOR 1800 West Loop South, LLC, a Delaware limited liability company	1800 West Loop South 1800 West Loop South Houston, TX	Keppel-KBS 1800 West Loop, Inc., a Delaware corporation
6.	KBS SOR 6565-6575 West Loop South, LLC, a Delaware limited liability company	West Loop I & II 6565-6575 West Loop South Bellaire, TX	Keppel-KBS West Loop I and II, Inc., a Delaware corporation
7.	KBS SOR Austin Suburban Portfolio, LLC, a Delaware limited liability company	Great Hills Plaza 9600 Great Hills Trail Austin, TX	Great Hills Plaza Keppel-KBS Great Hills Plaza, Inc., a Delaware corporation
8.	KBS SOR Austin Suburban Portfolio, LLC, a Delaware limited liability company	Westech 360 8911 North Capital of Texas Highway Austin, TX	Westech 360 Keppel-KBS Westech 360, Inc., a Delaware corporation
9.	KBS SOR Westmoor Center, LLC, a Delaware limited liability company	Westmoor Center 10055, 10075, 10155, 10225, 10355 and 10385 Westmoor Drive Westminster, CO	Keppel-KBS Westmoor Center, Inc., a Delaware corporation
10.	KBS SOR Maitland Promenade II, LLC, a Delaware limited liability company	Maitland Promenade II 495 N. Keller Road Maitland, FL	Keppel-KBS Maitland Promenade, Inc., a Delaware corporation

EXHIBIT A

	SELLER PARTY	REAL PROPERTY NAME AND ADDRESS	BUYER PARTY
11.	KBS SOR Plaza Bellevue, LLC, a Delaware limited liability company	The Plaza Buildings 10800 and 10900 NE 8th Street Bellevue, WA	Keppel-KBS Plaza Buildings, Inc., a Delaware corporation

EXHIBIT A

EXHIBIT B

Form of Closing Escrow Agreement

(Attached)

EXHIBIT B

Page 1

CLOSING ESCROW AGREEMENT

THIS CLOSING ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this 6^th day of November, 2017, by and among those parties identified as the “Seller Parties” on Exhibit A attached hereto (collectively, “Seller”), those parties identified as the “Buyer Parties” on Exhibit A attached hereto (collectively, “Buyer”), FIRST AMERICAN TITLE INSURANCE COMPANY, in its capacity as the “Escrow Holder” under the Purchase Agreement (defined below) (“Escrow Holder”), and FIRST AMERICAN TITLE INSURANCE COMPANY, in its capacity as “Title Company” under the Purchase Agreement (“Title Company”).

RECITALS

A.        Seller and Buyer entered into that certain Portfolio Purchase and Sale Agreement and Escrow Instructions dated as of October 24, 2017 (the “Purchase Agreement”) for the purchase and sale of certain properties located throughout the United States, and more particularly described in the Purchase Agreement (each a “Real Property” and collectively, the “Real Properties”) and as set forth next to each applicable Seller Party’s name on Exhibit A attached hereto. Escrow Holder is the “Escrow Holder” named in the Purchase Agreement. Title Company is the “Title Company” named in the Purchase Agreement. Any capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Purchase Agreement.

B.        The Purchase Agreement was executed in connection with the Offering of the Units in the Buyer Parent REIT and listing of the Units on the Singapore Exchange Securities Trading Limited (“SGX”) (the Offering and the listing of the Units are referred to as the “IPO”) as more particularly described in the Purchase Agreement. The IPO is scheduled to occur at 2:00 p.m. (Singapore Time) on November 9, 2017 (which is 11:00 p.m. (Pacific Standard Time) on November 8, 2017) (the “IPO Commencement Time”).

C.        Buyer has advised Seller and Escrow Holder that the Close of Escrow must occur prior to the IPO Commencement Time. As a result, Seller and Buyer need to coordinate the Close of Escrow with the IPO and the requirements and timing thereof, and therefore, desire to establish the specific procedures by which Buyer and Seller will authorize and complete the Close of Escrow pursuant to the Purchase Agreement so that the Close of Escrow will occur prior to the IPO Commencement Time.

D.        Seller and Buyer desire to set forth the terms and conditions upon which Escrow Holder, as the Escrow Holder under the Purchase Agreement, will be authorized to proceed with the Close of Escrow, and Title Company, as the Title Company under the Purchase Agreement, will issue the Title Insurance Policies to Buyer, all as more particularly set forth in the Agreement.

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

EXHIBIT B

Page 2

1.          Recitals. The Recitals above are hereby incorporated as a material part of this Agreement. This is the Closing Escrow Agreement referred to in the Purchase Agreement.

2.          Procedure for Delivery and Confirmation of Closing Deliverables.

2.1        Delivery of Closing Documents. Prior to 12:00 p.m. Pacific Standard Time on November 7, 2017 (the “Closing Document Delivery Deadline”), Seller and Buyer, as applicable, shall cause to be delivered to Escrow Holder all of the documents listed in Exhibit B attached hereto (collectively, the “Closing Documents”) to be held in trust by Escrow Holder pending the Close of Escrow, including without limitation, a deed (each, a “Deed” and collectively the “Deeds”) with respect to each Real Property executed and acknowledged by the applicable Seller, which upon the Close of Escrow will convey to the applicable Buyer good and marketable title to the applicable Real Property. Buyer and Seller agree that the Closing Documents are documents required to be delivered by Seller and/or Buyer, as applicable, pursuant to Section 6 of the Purchase Agreement.

2.2        Confirmation of Closing Documents. Upon Escrow Holder’s receipt of all of the fully-executed original Closing Documents, Escrow Holder shall immediately notify Seller and Buyer in writing by electronic mail (the “Closing Document Confirmation Notice”). If not all Closing Documents are fully-executed and delivered prior to the Closing Document Delivery Deadline, Escrow Holder shall deliver written notice by electronic mail that the Closing Documents that are missing or incomplete (the “Closing Document Deficiency Notice”), which electronic mail shall itemize what is missing or incomplete. In each case, Escrow Holder shall deliver a Closing Document Confirmation Notice or a Closing Document Deficiency Notice, as applicable, by 2:00 p.m. Pacific Standard Time on November 7, 2017. If Escrow Holder delivers a Closing Document Deficiency Notice, but subsequently receives all the Closing Documents, Escrow Holder shall immediately deliver a Closing Document Confirmation Notice. Escrow Holder’s delivery of the Closing Document Confirmation Notice shall constitute Escrow Holder’s confirmation that it has received all Closing Documents, each Closing Document has been executed by the applicable party(ies) thereto, and all exhibits and schedules to each such Closing Document, as applicable, have been attached thereof (or that Escrow Holder has the exhibits and schedules to be attached and has authorization to attach such exhibits or schedules).

2.3        Execution of Closing Statement. Prior to 10:00 a.m. Pacific Standard Time on November 8, 2017 (the “Closing Statement Delivery Deadline”), Buyer and Seller shall approve and execute a closing settlement statement (the “Closing Statement”) prepared by Escrow Holder. Escrow Holder shall also execute the approved Closing Statement. If Buyer, Seller and Escrow Holder agree to have a closing settlement statement for each Real Property or a master closing settlement statement with separate or attached property specific closing settlement statements, each such closing settlement statement shall constitute one Closing Statement for purposes of this Agreement.

2.4        Confirmation of Closing Statement. Upon Escrow Holder’s receipt of a fully-executed Closing Statement, Escrow Holder shall immediately notify Seller and Buyer in writing by electronic mail (the “Closing Statement Confirmation Notice”), which electronic mail shall attach a copy of the fully-executed Closing Statement. If Escrow Holder has not received a

EXHIBIT B

Page 3

fully-executed Closing Statement prior to the Closing Statement Delivery Deadline, Escrow Holder shall deliver written notice by electronic mail (the “Closing Statement Deficiency Notice”). In either case, Escrow Holder shall deliver a Closing Statement Confirmation Notice or a Closing Statement Deficiency Notice, as applicable, by 11:00 a.m. Pacific Standard Time on November 8, 2017. If Escrow Holder delivers a Closing Statement Deficiency Notice, but subsequently receives the fully-executed Closing Statement, Escrow Holder shall immediately deliver a Closing Statement Confirmation Notice.

2.5        Delivery of Closing Funds. Upon receipt of the Closing Statement Confirmation Notice, Buyer shall initiate one or more wire transfers, or cause such wire transfer to be initiated, so that the full amount of the closing funds due from Buyer that are necessary for the Close of Escrow (the “Closing Funds”) as set forth on the Closing Statement are deposited into a segregated account of Escrow Holder (the “Escrow Account”). Escrow Holder acknowledges that a portion of the Closing Funds are being advanced on behalf of Buyer by the bridge loan lenders listed on the Closing Statement (the “Bridge Lenders”). All Closing Funds shall be delivered by wire transfer in current and immediately available funds. Buyer and Seller hereby advise Escrow Holder that a portion of the Purchase Price will not be funded into the Escrow Account because KBS SOR will instead be receiving nine and one-half percent (9.5%) of the Units (the “KBS SOR Units”) as of the Close of Escrow in lieu of cash, which will be reflected in the Closing Statement. As of the date hereof, the estimated amount of the portion of Purchase Price that will not be funded in cash is approximately $52,548,015.

2.6        Confirmation of Closing Funds. Upon Escrow Holder’s receipt of all Closing Funds from or on behalf of Buyer as required for the Close of Escrow pursuant to Closing Statement, Escrow Holder shall immediately notify Seller and Buyer in writing by electronic mail (the “Closing Funds Confirmation Notice”). If Escrow Holder has not received all Closing Funds from or on behalf of Buyer as required for the Close of Escrow pursuant to Closing Statement by 2:30 Pacific Standard Time on November 8, 2017, Escrow Holder shall deliver written notice by electronic mail (the “Closing Funds Deficiency Notice”). If Escrow Holder delivers a Closing Funds Deficiency Notice, but subsequently receives all Closing Funds from or on behalf of Buyer as required for the Close of Escrow pursuant to Closing Statement, Escrow Holder shall immediately deliver a Closing Statement Confirmation Notice. Escrow Holder’s delivery of the Closing Funds Confirmation Notice shall constitute Escrow Holder’s irrevocable confirmation and agreement that:

2.6.1    Escrow Holder has received all of the Closing Documents, the Closing Statement, and all Closing Funds as required by this Agreement; and

2.6.2    Escrow Holder is in a position to satisfy all of the conditions and requirements set forth in this Agreement and any supplemental instruction letter sent to Escrow Holder by Seller, Buyer, or either party’s counsel.

2.7        Additional Parties May be Copied on Notices. In light of the need to coordinate the process the Close of Escrow with the IPO, each of Buyer and Seller shall have the right to request that certain members of their working teams, including without limitation, representatives of the Bridge Lenders and other parties managing and coordinating the IPO be copied on the notices described in this Section 2 and Section 3 below; provided that the

EXHIBIT B

Page 4

requesting party make such request in writing prior to the Closing Document Delivery Deadline and clearly provide the electronic mail addresses of the parties to be copied in an electronic format.

2.8        No Release of Closing Deliverables. Escrow Holder shall hold, and shall not release, any Closing Documents (including specifically the Deeds) and any Closing Funds (sometimes collectively referred to as the “Closing Deliverables”) prior to the Close of Escrow or the termination of this Agreement.

3.           Procedure to Authorize the Close of Escrow.

3.1        Seller’s Irrevocable and Unconditional Authorization to Close. Within two (2) hours of Seller’s receipt of the Closing Fund Confirmation Notice, Seller shall deliver to Escrow Holder and Buyer by electronic mail an irrevocable and unconditional authorization to proceed with the Close of Escrow as of 1:59 p.m. (Singapore Time) on November 9, 2017 (10:59 p.m. (Pacific Standard Time) on November 8, 2017) (the “Automatic Time for the Close of Escrow”) pursuant to the terms of the Purchase Agreement and this Agreement (“Seller’s Irrevocable Authorization to Close”). The parties agree that upon delivery of the Seller’s Irrevocable Authorization to Close, no further action is required from Seller for the Close of Escrow and that Seller’s authorization to consummate the Close of Escrow is irrevocable and unconditional.

3.2        Buyer’s Revocable and Conditional Authorization to Close. Within two (2) hours of Buyer’s receipt of the Closing Fund Confirmation Notice, Buyer shall deliver to Escrow Holder and Seller by electronic mail an authorization to proceed with the Close of Escrow as of the Automatic Time for the Close of Escrow pursuant to the terms of the Purchase Agreement and this Agreement (“Buyer’s Authorization to Close”). Buyer’s Authorization to Close shall be irrevocable unless:

(1)        Buyer notifies Escrow Holder and Seller by electronic mail prior to 10:30 a.m. (Singapore Time) on November 9, 2017 (7:30 p.m. (Pacific Standard Time) on November 8, 2017) that Buyer does not believe the IPO will be successful (the “Buyer’s Closing Termination Notice”); or

(2)        Buyer notifies Escrow Holder and Seller by electronic mail prior to Automatic Time for the Close of Escrow that Buyer has received written notice from SGX or MAS that the IPO will not be permitted to proceed (the “Regulator’s Closing Termination Notice”), which electronic mail shall include a copy of the applicable notice from SGX or MAS.

3.3        Confirmation of Receipt of Closing Authorizations by Escrow Holder. Within two (2) hours of Escrow Holder’s receipt of the Seller’s Irrevocable Authorization to Close and the Buyer’s Authorization to Close, Escrow Holder shall notify Buyer and Seller of same by electronic mail. Thereafter, Escrow Holder shall be irrevocably authorized by Seller and Buyer to consummate the Close of Escrow as of the Automatic Time for the Close of Escrow unless Buyer timely delivers (1) a Buyer’s Closing Termination Notice pursuant to

EXHIBIT B

Page 5

Section 3.2(1) above or (2) a Regulator’s Closing Termination Notice pursuant to Section 3.2(2) above.

3.4        Confirmation of Close of Escrow. If Buyer does not timely deliver (1) a Buyer’s Closing Termination Notice pursuant to Section 3.2(1) above or (2) a Regulator’s Closing Termination Notice pursuant to Section 3.2(2) above, then the Close of Escrow shall automatically and irrevocably occur as of Automatic Time for the Close of Escrow without the need for any further authorization or approval of Seller and Buyer (oral or written) at which time (1) the Deeds shall be deemed to have been delivered to Buyer, (2) the KBS SOR Units shall be deemed to have been delivered to Seller pursuant to the KBS SOR Unit Transfer Documents (as defined in Exhibit B attached hereto), (3) and as soon as practicable thereafter (but not more than fifteen (15) minutes thereafter), Escrow Holder shall notify Buyer and Seller by electronic mail that the Close of Escrow has occurred.

3.5        Confirmation of Closing Termination. If Buyer timely delivers (1) a Buyer’s Closing Termination Notice by electronic mail pursuant to Section 3.2(1) above or (2) a Regulator’s Closing Termination Notice by electronic mail pursuant to Section 3.2(2) above, then Close of Escrow shall not occur and on the next business day Escrow Holder shall (i) send by overnight delivery each original counterpart of the Closing Documents and the Closing Statement to the parties who delivered (or as such parties may direct in writing, which may include the direction that Escrow Holder destroy as opposed to return its original counterparts) and (ii) return the Closing Funds by wire transfer to Buyer and each of the Bridge Lenders in the respective amounts received from each such entity; provided, however, that Escrow Holder shall have the right to deduct the portion of Closing Funds contributed by Buyer (but not from Closing Funds from the Bridge Lenders) Escrow Holder’s costs, expenses and fees (but not premiums for Title Insurance Policies) incurred in connection with this escrow. Escrow Holder shall return the Closing Funds to Buyer and the Bridge Lenders pursuant to the wire instructions set forth on Exhibit D attached hereto.

4.          Release of Deeds and Closing Documents; Delivery of Closing Funds. As soon as practicable following the Close of Escrow, but no later than 10:00 a.m. (Pacific Standard Time) on November 9, 2017, Escrow Holder and Title Company shall take the following actions in the following order:

4.1        With respect to all Closing Documents delivered to Escrow Holder, and to the extent necessary, Escrow Holder shall insert into all blanks requiring the insertion of the Close of Escrow the date “November 8, 2017”;

4.2        Escrow Holder shall deliver to Seller, by wire transfer in immediately available funds, the amounts due to Seller in accordance with the Closing Statement;

4.3        Escrow Holder shall deliver to itself the sums indicated on the Closing Statement as being due to Escrow Holder for title insurance and escrow costs;

4.4        Escrow Holder shall deliver to other third parties reflected on the Closing Statement, the amounts reflected as being due such parties on the Closing Statement pursuant to the instructions provided to you by such parties;

EXHIBIT B

Page 6

4.5        Title Company shall record each Deed in the official records of the County in which the applicable Real Property is located;

4.6        Escrow Holder shall deliver the KBS SOR Unit Transfer Documents to Seller;

4.7        Escrow Holder shall deliver to Buyer and Seller each a copy of all of the Closing Documents and Title Company shall deliver a conformed copy of each recorded Deed;

4.8        Title Company shall issue the Title Insurance Policies for the Real Properties within five (5) business days after the Close of Escrow.

5.          Irrevocable Agreement to Issue Title Policies. By its execution of this Agreement, Title Company hereby confirms and agrees it is irrevocably committed to issue to each Buyer an owner’s policy of title insurance (each a “Title Insurance Policy” and collectively, the “Title Insurance Policies”) in the form of the pro forma title policies previously delivered by Title Company to Buyer and listed in Exhibit C showing only those exceptions and including those endorsements shown in the pro forma title policies. Each Title Insurance Policy shall insure that each Buyer is the owner of good and marketable fee simple title to the Real Property that it is acquiring pursuant to the Purchase Agreement, subject only to the exceptions shown in the applicable pro forma policy.

6.          Nature of Escrow Holder’s Obligations. Escrow Holder shall have no duties or responsibilities except for those specifically set forth in this Agreement and the Purchase Agreement, which are ministerial in nature. If in doubt as to its duties and responsibilities under this Agreement, Escrow Holder may consult with counsel of its choice (at Escrow Holder’s sole expense) and shall be protected in any action taken or omitted in accordance with the advice of such counsel.

7.          Conflict with Purchase Agreement. If there is any conflict or inconsistency between the terms of this Agreement and the Purchase Agreement, this Agreement shall prevail.

8.          Notices. Except for the notices required to be sent by electronic mail in Sections 2 and 3 above, all other notices shall be in writing and shall be sent by electronic mail or nationally recognized overnight courier to the address set forth below (or such other address as a party may hereafter designate for itself by notice to the other parties) of the party for whom such notice or communication is intended:

If to Seller:
c/o KBS Capital Advisors LLC	with a copy to:
800 Newport Center Drive, Suite 700
Newport Beach, CA 92660
Attn: Brian Ragsdale
Phone: (949) 797-0305
Electronic mail: bragsdale@kbs.com

EXHIBIT B

Page 7

If to Buyer:

c/o Keppel-KBS US REIT Management Pte. Ltd.    with a copy to:

800 Newport Center Drive, Suite 700

Newport Beach, CA 92660

Attn: David Snyder

Phone: (949) 417-6563

Electronic mail: dsnyder@kbs.com

If to Escrow Holder:

First American Title Insurance Company

18500 Von Karman Avenue, Suite 600

Irvine, California 92612

Attention: Patty Beverly

Phone: (949) 885-2465

Electronic mail: pbeverly@firstam.com

Any electronic notice shall be deemed given on the day sent. Any notice sent by nationally recognized overnight courier shall be deemed given one business day following delivery to the overnight courier. For avoidance of doubt, the notices required to be given by Escrow Holder, Seller and Buyer pursuant to Sections 2 and 3 above may only be given by electronic mail and any other form of delivery of any such notices shall not be effective. Specifically, a Buyer’s Closing Termination Notice and a Regulator’s Closing Termination Notice may only be delivered by electronic mail and if either of such termination notices are sent to Escrow Holder in an alternative manner (such as by facsimile or overnight delivery) and not electronic mail, Escrow Holder shall not be authorized to accept or follow such termination notice and shall have no liability for consummating the Close of Escrow notwithstanding such improperly delivered termination notice.

9.            Attorneys’ Fees. Each party shall be responsible for its own legal fees in preparing and reviewing this Agreement. If there is any legal action or proceeding between the parties arising from or based upon this Agreement, the unsuccessful party to such action or proceeding shall pay to the prevailing party all costs and expenses, including reasonable attorneys’ fees and disbursements incurred by the prevailing party in such action or proceeding and in any appeal in connection therewith, and such costs, expenses, attorneys’ fees and disbursements shall be included in and as part of such judgment.

10.          Further Assurances. The parties shall execute and deliver such further documents or instruments and take such additional actions as may be reasonably necessary or appropriate to accomplish or further the purposes of this Agreement, provided, however, that no such documents or instruments shall increase either party’s obligations or liabilities under this Agreement. Such documents or instruments shall be on customary forms and contain customary and reasonable terms and conditions.

11.          Miscellaneous.

EXHIBIT B

Page 8

11.1        This Agreement shall be binding upon the parties and their respective successors and assigns.

11.2        If any provision of this Agreement shall be determined by a court to be invalid or unenforceable for any reason, such invalid or unenforceable provision shall be deleted from this Agreement, and the remaining provisions of this Agreement shall be interpreted and enforced to give effect to the intent of this Agreement as if such invalid or unenforceable provisions had never been contained herein.

11.3        This Agreement may be not be altered, amended, modified, or waived in any respect unless same shall be in writing and executed by the parties.

11.4        THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF STATE OF CALIFORNIA.

11.5        To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages. Delivery of an executed counterpart of this Agreement by facsimile, electronic mail or other electronic means shall be binding upon the party so delivering it.

IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly executed and its seal to be affixed thereto as of the day and year first above written.

[Signature Pages Follow]

EXHIBIT B

Page 9

“SELLER”:

KBS SOR NORTHRIDGE, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION III, LLC,
	a Delaware limited liability company, its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company, its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares, its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP, a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC., a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel,
						Chief Financial Officer

EXHIBIT B

Page 10

KBS SOR IRON POINT, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION IV, LLC,
	a Delaware limited liability company its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company, its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares, its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP, a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC., a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel,
						Chief Financial Officer

EXHIBIT B

Page 11

KBS SOR 156TH AVENUE NORTHEAST, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION XIII, LLC,
	a Delaware limited liability company, its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company, its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares, its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP, a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC., a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel,
						Chief Financial Officer

EXHIBIT B

Page 12

KBS SOR POWERS FERRY LANDING EAST, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION XV, LLC,
	a Delaware limited liability company its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company, its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares, its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP, a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC., a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel,
						Chief Financial Officer

EXHIBIT B

Page 13

KBS SOR 1800 WEST LOOP SOUTH, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION XVI, LLC,
	a Delaware limited liability company, its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company, its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares, its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP, a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC., a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel,
						Chief Financial Officer

EXHIBIT B

Page 14

KBS SOR 6565-6575 WEST LOOP SOUTH, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION XVII, LLC,
	a Delaware limited liability company, its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company, its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares, its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP, a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC., a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel,
						Chief Financial Officer

EXHIBIT B

Page 15

KBS SOR AUSTIN SUBURBAN PORTFOLIO, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION XVIII, LLC,
	a Delaware limited liability company, its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company, its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares, its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP, a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC., a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel,
						Chief Financial Officer

EXHIBIT B

Page 16

KBS SOR WESTMOOR CENTER, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION XIX, LLC,
	a Delaware limited liability company, its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company, its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares, its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP, a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC., a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel,
						Chief Financial Officer

EXHIBIT B

Page 17

KBS SOR MAITLAND PROMENADE II, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION XXIV, LLC,
	a Delaware limited liability company, its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company, its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares, its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP, a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC., a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel, Chief Financial Officer

EXHIBIT B

Page 18

KBS SOR PLAZA BELLEVUE, LLC, a Delaware limited liability company
By:	KBS SOR ACQUISITION XXVI, LLC,
	a Delaware limited liability company, its sole member
	By:	KBS SOR PROPERTIES, LLC,
		a Delaware limited liability company, its sole member
		By:	KBS SOR (BVI) HOLDINGS, LTD.,
			a British Virgin Islands company limited by shares, its sole shareholder
			By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP, a Delaware limited partnership,
				its sole shareholder
				By:	KBS STRATEGIC OPPORTUNITY REIT, INC., a Maryland corporation,
					its sole general partner
					By:	/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel, Chief Financial Officer

EXHIBIT B

Page 19

“BUYER”:

KEPPEL-KBS NORTHRIDGE CENTER, INC.,

a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

KEPPEL-KBS IRON POINT, INC.,

a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

KEPPEL-KBS BELLEVUE TECHNOLOGY CENTER, INC.,

a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

KEPPEL-KBS POWERS FERRY LANDING, INC.,

a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

KEPPEL-KBS 1800 WEST LOOP, INC.,

a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

KEPPEL-KBS WEST LOOP I AND II, INC.,

a Delaware corporation

EXHIBIT B

Page 20

By:	/s/ David E. Snyder
	David E. Snyder
	President

KEPPEL-KBS GREAT HILLS PLAZA, INC.,

a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

KEPPEL-KBS WESTECH 360, INC.,

a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

KEPPEL-KBS WESTMOOR CENTER, INC.,

a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

KEPPEL-KBS MAITLAND PROMENADE, INC.,

a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

KEPPEL-KBS PLAZA BUILDINGS, INC.,

a Delaware corporation

By:	/s/ David E. Snyder
	David E. Snyder
	President

EXHIBIT B

Page 21

“ESCROW HOLDER”

FIRST AMERICAN TITLE INSURANCE COMPANY

By                                                                      

Name:                                                                

Title:                                                                  

“TITLE COMPANY”

FIRST AMERICAN TITLE INSURANCE COMPANY

By                                                                       

Name:                                                                 

Title:                                                                   

EXHIBIT B

Page 22

EXHIBIT A

List of Seller Parties, Buyer Parties and Real Properties

	SELLER PARTY	REAL PROPERTY NAME AND ADDRESS	BUYER PARTY
12.	KBS SOR Northridge, LLC, a Delaware limited liability company	Northridge Center 356-375 Northridge Road Atlanta, GA	Keppel-KBS Northridge Center, Inc., a Delaware corporation
13.	KBS SOR Iron Point, LLC, a Delaware limited liability company	Iron Point Business Park 1110, 1120, 1130, 1150 and 1180 Iron Point Road Folsom, CA	Keppel-KBS Iron Point, Inc., a Delaware corporation
14.	KBS SOR 156th Avenue Northeast, LLC, a Delaware limited liability company	Bellevue Technology Center QBE Corporate Campus 156th Avenue Bellevue, WA	Keppel-KBS Bellevue Technology Center, Inc., a Delaware corporation
15.	KBS SOR Powers Ferry Landing East, LLC, a Delaware limited liability company	Powers Ferry Landing 6190 Powers Ferry Road Sandy Springs, GA	Keppel-KBS Powers Ferry Landing, Inc., a Delaware corporation
16.	KBS SOR 1800 West Loop South, LLC, a Delaware limited liability company	1800 West Loop South 1800 West Loop South Houston, TX	Keppel-KBS 1800 West Loop, Inc., a Delaware corporation
17.	KBS SOR 6565-6575 West Loop South, LLC, a Delaware limited liability company	West Loop I & II 6565-6575 West Loop South Bellaire, TX	Keppel-KBS West Loop I and II, Inc., a Delaware corporation
18.	KBS SOR Austin Suburban Portfolio, LLC, a Delaware limited liability company	Great Hills Plaza 9600 Great Hills Trail Austin, TX Westech 360 8911 North Capital of Texas Highway Austin, TX	Great Hills Plaza Keppel-KBS Great Hills Plaza, Inc., a Delaware corporation Westech 360 Keppel-KBS Westech 360, Inc., a Delaware corporation
19.	KBS SOR Westmoor Center, LLC, a Delaware limited liability company	Westmoor Center 10055, 10075, 10155, 10225, 10355 and 10385 Westmoor Drive Westminster, CO	Keppel-KBS Westmoor Center, Inc., a Delaware corporation

EXHIBIT B

Page 23

20.	KBS SOR Maitland Promenade II, LLC, a Delaware limited liability company	Maitland Promenade II 495 N. Keller Road Maitland, FL	Keppel-KBS Maitland Promenade, Inc., a Delaware corporation
21.	KBS SOR Plaza Bellevue, LLC, a Delaware limited liability company	Plaza Bellevue 10800 and 10900 NE 8th Street Bellevue, WA	Keppel-KBS Plaza Buildings, Inc., a Delaware corporation

EXHIBIT B

Page 24

EXHIBIT B

List of Closing Documents

GENERAL

The following documents pertaining to the Units to be Acquired by KBS SOR (the “KBS SOR Unit Transfer Documents”):

1. [TBD – to be completed prior to execution]

2.

3.

1800 WEST LOOP SOUTH

1800 West Loop South

Houston, TX

Draft as of October 17, 2017

Buyer: Keppel-KBS 1800 West Loop, Inc.                Seller: KBS SOR 1800 West Loop South, LLC

1.    Special Warranty Deed executed by Seller.

2.    Assignment of Leases and Contracts and Bill of Sale executed by Seller and Buyer.

3.    FIRPTA Certificate executed by Seller.

4.    Owner’s Affidavit executed by Seller.

5.    Seller’s Reaffirmation. Executed by Seller and Buyer.

6.    Tenant Notices executed by Seller and Buyer.

7.    Closing letter executed by Seller and Buyer.

8.    [Other] – TBD.

GREAT HILLS PLAZA

9600 Great Hills Trail,

Austin, TX

Draft as of October 17, 2017

Buyer: Keppel-KBS Great Hills Plaza, Inc.                Seller: KBS SOR Austin Suburban Portfolio, LLC

1.    Deed executed by Seller.

2.    Assignment of Leases and Contracts and Bill of Sale executed by Seller and Buyer.

EXHIBIT B

Page 25

3.    FIRPTA Certificate executed by Seller.

4.    Owner’s Affidavit executed by Seller.

5.    Seller’s Reaffirmation executed by Seller and Buyer.

6.    Tenant Notice Letter executed by Seller and Buyer.

7.    [Other] – TBD.

WESTECH 360

8911 North Capital of Texas Highway

Austin, TX

Draft as of October 17, 2017

Buyer: Keppel-KBS Westech 360, Inc.    Seller: KBS SOR Austin Suburban Portfolio, LLC

8.    Deed executed by Seller.

9.    Assignment of Leases and Contracts and Bill of Sale executed by Seller and Buyer.

10. FIRPTA Certificate executed by Seller.

11. Owner’s Affidavit executed by Seller.

12. Seller’s Reaffirmation executed by Seller and Buyer.

13. Tenant Notice Letter executed by Seller and Buyer.

14. [Other] – TBD.

BELLEVUE TECHNOLOGY CENTER

QBE Corporate Campus

156^th Avenue

Bellevue, WA

Draft as of October 17, 2017

Buyer: Keppel-KBS Bellevue Technology Center, Inc.     Seller: KBS SOR 156th Avenue Northeast, LLC

15.     Special Warranty Deed executed by Seller.

16. Assignment of Leases and Contracts and Bill of Sale executed by Seller and Buyer.

17. FIRPTA Certificate executed by Seller.

EXHIBIT B

Page 26

18. Owner’s Affidavit executed by Seller.

19. Seller’s Reaffirmation executed by Seller and Buyer.

20. Washington Environmental Disclosure Statement executed by Seller.

21. Tenant Notice Letter executed by Seller and Buyer.

22. Real Estate Excise Tax Affidavit executed by Buyer and Seller.

23. [Other] - TBD

IRON POINT BUSINESS PARK

1110, 1120, 1130, 1150, and 1180 Iron Point Road

Folsom, CA

Draft as of October 17, 2017

Buyer: Keppel-KBS Iron Point, Inc.                    Seller: KBS SOR Iron Point, LLC

24.    Deed executed by Seller.

25. Assignment of Leases and Contracts and Bill of Sale executed by Seller and Buyer.

26. FIRPTA Certificate executed by Seller.

27. Owner’s Affidavit executed by Seller.

28. Seller’s Reaffirmation executed by Seller and Buyer.

29. California Natural Hazard Disclosure Statement executed by Seller.

30. Tenant Notice Letter executed by Seller and Buyer.

31. California Preliminary Change of Ownership Report (PCOR) executed by Buyer.

32. Other – [TBD]

MAITLAND PROMENADE II

495 N. Keller Road

Maitland, FL

Draft as of October 17, 2017

Buyer: Keppel-KBS Maitland Promenade, Inc.    Seller: KBS SOR Maitland Promenade II, LLC

EXHIBIT B

Page 27

33.     Special Warranty Deed executed by Seller.

34. Assignment of Leases and Contracts and Bill of Sale executed by Seller and Buyer.

35. FIRPTA Certificate executed by Seller.

36. Owner’s Affidavit executed by Seller.

37. Seller’s Reaffirmation executed by Seller and Buyer.

38. Tenant Notice Letter executed by Seller and Buyer.

39. Pro-Forma Title Policy

40. [Other] - TBD

NORTHRIDGE CENTER

365-375 Northridge Center

Atlanta, GA

Draft as of October 17, 2017

Buyer: Keppel-KBS Northridge Center, Inc.          Seller: KBS SOR Northridge, LLC

41.    Deed executed by Seller.

42. Assignment of Leases and Contracts and Bill of Sale executed by Seller and Buyer.

43. FIRPTA Certificate executed by Seller.

44. Owner’s Affidavit executed by Seller.

45. Seller’s Reaffirmation executed by Seller and Buyer.

46. Tenant Notice Letter executed by Buyer and Seller.

47. Broker’s Lien Waiver executed by Broker (if applicable).

48. Georgia Non-Resident withholding tax affidavit (no signature required)

49. PT-61 Real Estate Transfer Tax form (filed online)

50. [Other] – TBD

EXHIBIT B

Page 28

PLAZA BELLEVUE

10800 and 10900 NE 8^th Street

Bellevue, WA

Draft as of October 17, 2017

Buyer: Keppel-KBS Plaza Buildings, Inc.        Seller: KBS SOR Plaza Bellevue, LLC

51.    Special Warranty Deed executed by Seller.

52. Assignment of Leases and Contracts and Bill of Sale executed by Seller and Buyer.

53. FIRPTA Certificate executed by Seller.

54. Owner’s Affidavit executed by Seller.

55. Seller’s Reaffirmation executed by Seller and Buyer.

56. Washington Environmental Disclosure Statement executed by Seller.

57. Tenant Notice Letter executed by Seller and Buyer.

58. Real Estate Excise Tax Affidavit.

59. Real Estate Excise Tax Affidavit executed by Buyer and Seller.

60. [Other] – TBD.

POWERS FERRY LANDING

6190 Powers Ferry Road

Sandy Springs, GA

Draft as of October 17, 2017

Buyer: Keppel-KBS Powers Ferry Landing, Inc.     Seller: KBS SOR Powers Ferry Landing East, LLC

61.    Limited Warranty Deed executed by Seller.

62. Assignment of Leases and Contracts and Bill of Sale executed by Buyer and Seller.

63. FIRPTA Certificate executed by Seller.

64. Owner’s Affidavit executed by Seller.

65. Seller’s Reaffirmation executed by Seller and Buyer.

66. Broker’s Lien Waiver executed by Broker (if applicable).

67. PT61 Real Estate Transfer Tax form (filed online).

EXHIBIT B

Page 29

68. Georgia Non-Resident withholding tax affidavit (no signature required).

69. [Other] – TBD.

WEST LOOP I&II

6565-6575 West Loop South

Houston, TX

Draft as of October 17, 2017

Buyer: Keppel-KBS Westloop I and II, Inc.        Seller: KBS SOR 6565-6575 West Loop South, LLC

70.    Deed executed by Seller.

71. Assignment of Leases and Contracts and Bill of Sale executed by Seller and Buyer.

72. FIRPTA Certificate executed by Seller.

73. Owner’s Affidavit executed by Seller.

74. Seller’s Reaffirmation executed by Seller and Buyer.

75. Tenant Notice Letter executed by Seller and Buyer.

76. [Other] – TBD.

WESTMOOR CENTER

10055, 10075, 10155, 10225, 10355, and 10385 Westmoor Drive

Westminster, CO

Draft as of October 17, 2017

Buyer: Keppel-KBS Westmoor Center, Inc.        Seller: KBS SOR Westmoor Center, LLC

77.    Special Warranty Deed executed by Seller.

78. Assignment of Leases and Contracts and Bill of Sale executed by Seller and Buyer.

79. FIRPTA Certificate executed by Seller.

80. Owner’s Affidavit executed by Seller.

81. Seller’s Reaffirmation executed by Seller and Buyer.

82. Tenant Notice Letters executed by Seller and Buyer.

EXHIBIT B

Page 30

83. DR 1083 – Information With Respect to a Conveyance of Colorado Real Property Interest form, executed by Seller.

84. Real Property Transfer Declaration executed by Buyer.

85. [Other] – TBD.

EXHIBIT B

Page 31

EXHIBIT C

List of Pro Forma of Title Insurance Policies

Draft as of October 17, 2017

PROPERTY NAME & ADDRESS	OWNER	EXISTING TITLE POLICY AND EFFECTIVE DATE	TITLE COMPANY	TITLE COMMITMENT AND EFFECTIVE DATE	PRO FORMA POLICY
Northridge Center 356-375 Northridge Road Atlanta, GA	KBS SOR Northridge, LLC	Owner’s Policy No. 12507223 March 28, 2011	First American Title Insurance Company	Title Commitment Number NCS- 762885-11-SA1 dated September 20, 2017	ALTA Owner’s Policy Pro Forma File No. NCS- 762885-01-SA1, received October 10, 2017
Iron Point Business Park 1110, 1120, 1130, 1150 and 1180 Iron Point Road Folsom, CA	KBS SOR Iron Point, LLC	Lender’s Policy No. NCS-59036-SAC1 February 27, 2004 Endorsement 10.1-06 (Assignment and Date Down), March 16, 2011	First American Title Insurance Company	Title Commitment Number NCS- 762885-01-SA1 dated October 10, 2017	ALTA Owner’s Policy Pro Forma File No. NCS- 762885-04-SA1, received September 29, 2017
Bellevue Technology Center QBE Corporate Campus 156th Avenue Bellevue, WA	KBS SOR 156th Avenue Northeast, LLC	Owner’s Policy No. WA-FBCM-IMP- 27306-1-12-14606781 July 31, 2012	First American Title Insurance Company	Title Commitment Number NCS- 762885-12-SA1 dated September 22, 2017	ALTA Owner’s Policy Pro Forma File No. NCS- 762885-12-SA1 received October 10, 2017
Powers Ferry Landing 6190 Powers Ferry Road Sandy Springs, GA	KBS SOR Powers Ferry Landing East, LLC	Owner’s Policy No. 550459 September 26, 2012	First American Title Insurance Company	Title Commitment Number NCS- 762885-04-SA1 dated September 20, 2017	ALTA Owner’s Policy Pro Forma File No. NCS- 762885-04-SA1, received September 29, 2017
1800 West Loop South 1800 West Loop South Houston, TX	KBS SOR 1800 West Loop South, LLC	Owner’s Policy No. O-3710000864 December 4, 2012	First American Title Insurance Company	Title Commitment Number NCS- 762885-10-SA1 dated October 10, 2017	ALTA Owner’s Policy Pro Forma File No. NCS- 762885-10-SA1 received October 4, 2017

EXHIBIT B

Page 32

PROPERTY NAME & ADDRESS	OWNER	EXISTING TITLE POLICY AND EFFECTIVE DATE	TITLE COMPANY	TITLE COMMITMENT AND EFFECTIVE DATE	PRO FORMA POLICY
West Loop I & II 6565-6575 West Loop South Bellaire, TX	KBS SOR 6565-6575 West Loop South, LLC	Owner’s Policy No. 44-903-4713002367 December 19, 2012	First American Title Insurance Company	Title Commitment Number NCS- 762885-09-SA1 dated September 25, 2017	ALTA Owner’s Policy Pro Forma File No. NCS- 762885-09-SA1 received October 4, 2017
Austin Suburban Portfolio 9600 Great Hills Trail Austin, TX 8911 North Capital of Texas Highway Austin, TX	KBS SOR Austin Suburban Portfolio, LLC	Owner’s Policy No. 5019648-0022259e March 28, 2013	First American Title Insurance Company	Title Commitment Number NCS- 762885-05-SA1 dated September 25, 2017	ALTA Owner’s Policy Pro Forma File No. NCS- 762885-05- SA1 received October 4, 2017
Westmoor Center 10055, 10075, 10155, 10225, 10355 and 10385 Westmoor Drive Westminster, CO	KBS SOR Westmoor Center, LLC	Owner’s Policy No. CO-FFAH-IMP- 81306-1-13-H0367786 June 12, 2013	First American Title Insurance Company	Title Commitment Number NCS- 762885-13-SA1 dated September 27, 2017	ALTA Owner’s Policy Pro Forma File No. NCS- 762885-13-SA1 received October 10, 2017
Maitland Promenade II 495 N. Keller Road Maitland, FL	KBS SOR Maitland Promenade II, LLC	Owner’s Policy No. NCS-17791298 January 2, 2014	First American Title Insurance Company	Title Commitment Number NCS- 762885-14-SA1 dated September 15, 2017	ALTA Owner’s Policy Pro Forma File No. NCS- 762885-14-SA1, received September 29, 2017
Plaza Bellevue 10800 and 10900 NE 8th Street Bellevue, WA	KBS SOR Plaza Bellevue, LLC	Owner’s Policy No. 1345545 January 15, 2014	First American Title Insurance Company	Title Commitment Number NCS- 762885-08-SA1 dated September 22, 2017	ALTA Owner’s Policy Pro Forma File No. NCS- 762885-08-SA1, received October 2, 2017.

EXHIBIT B

Page 33

EXHIBIT D

Wire Instructions for Return of Closing Funds Upon a Termination

Buyer:

TBD – Buyer to provide prior to execution.

Bridge Lenders:

TBD – Bridge lenders to provide prior to execution.

EXHIBIT B

Page 34

EXHIBIT C

List of Contracts

KBS SOR Northridge, LLC

Vendor Name	Description of Service	Contract Date
Armor Lock	Camera/Building Access	7/20/2015
Vertical Systems	Elevator	5/1/2015
Comcast	Elevator Phones/ Emergency	2/18/2015
Color Burst	Exterior Color Landscaping	4/22/2015
Gibson	Exterior Landscaping	2/16/2015
Alliance Fire Protection	Fire/Life Safety	5/1/2015
Prime Power	Generator - 365	3/22/2016
Prime Power	Generator - 375	3/22/2016
Prestige Mechanical Contractors	HVAC	2/18/2016
Building Cleaning Solutions	Janitorial	5/1/2011
Allgood Pest Solutions	Pest Control	4/1/2017
Walden Security	Security	8/30/2016
Waste Pro	Trash Removal/ Recycling	2/18/2016
ChemTreat	Water Treatment	5/1/2011
Everclear	Window Washing	7/28/2016
Superior Photocopy of Atlanta	Copier	9/4/2013
Impak	Work Order System	8/23/2016

EXHIBIT C

Page 1

KBS SOR Iron Point, LLC

Vendor Name	Description of Service	Contract Date
Otis Elevator	Quarterly service for elevator located at 1110 Iron Point Road	1/14/2017
Otis Elevator	Quarterly service for elevator located at 1130 Iron Point Road	1/14/2017
Otis Elevator	Quarterly service for elevator located at 1180 Iron Point Road	1/14/2017
Universal Protection Service	Security patrol services	2/1/2017
Edwin V Gomes	T&M contract for as needed lighting services	2/1/2017
Sunbelt Controls	HVAC ALC system maintenance	11/1/2016
Solace Enterprises	T&M contract for HVAC repairs
Solace Enterprises	HVAC preventative maintenance agreement	3/14/2016
Arborwell	Tree trimming service (one-time)
English Garden Care	Exterior landscape maintenance	2/14/2017
Interior Plant Company	Interior plant maintenance	12/8/2012
Pavone Enterprises (Champ Pest Control)	Monthly pest control services	2/17/2017
Crown Building Maintenance (Able Services)	T&M building maintenance engineering services	2/16/2017
Preferred Services Building Maintenance	Janitorial services	2/17/2017
Century Lighting and Electric	Exterior lighting services	2/15/2017
Restoration Management Company	Distaster restoration services (as needed)
Madsen Roofing and	T&M roof repair services	3/1/2017
Waterproofing
City Wide Property Services	Parking lot sweeping services
Harbro of Northern California	Distaster restoration services (as needed)
Excel Fitness Solutions	Quarterly fitness center equipment preventative maintenance
Smoke Guard California	Semi-annual smoke guard testing	4/27/2016

EXHIBIT C

Page 2

KBS SOR 156th Avenue Northeast, LLC

Vendor Name	Description of Service	Contract Date
Fire Chief	Fire Life Safety Testing	10/1/2014
ABLE Services	Engineering Services	1/1/2016
Janitorial Services	All Pro Building Maintenance	6/1/2016
Republic Parking	Parking Management	6/22/2015
CPI Security	Security Services	11/1/2013
Davidson Macri	Lot Sweeping	11/1/2013
Hermanson	Boiler Preventative Maintenance	6/13/2016
Trane	HVAC Controls Prevenative Maintenance	12/18/2014
Trane	HVAC Preventative Maintenance	12/1/2016
Signature Landscape Services	Exterior Landscape	3/1/2017
ThyrseenKrupp	Elevator Preventative Maintenance	5/1/2013

EXHIBIT C

Page 3

KBS SOR Powers Ferry Landing East, LLC

Vendor Name	Description of Service	Contract Date
Vertical Systems	Elevator	3/21/2013
Gibson Landscape	Exterior Landscaping	4/1/2015
Alliance	Extinguisher/ Sprinkler Inspection	5/3/2017
Dunn Services	Fire/Life Safety	4/1/2013
Prime Power (6190)	Generator	1/13/2016
Prestige Mechanical	HVAC	1/1/2017
Fresh Structures	Interior Landscaping	6/13/2013
AM-KO	Janitorial	6/13/2013
Trutech	Pest Control	10/28/2014
Walden Security	Security	10/3/2014
Alliance	Sprinkler	5/3/2017
Waste Pro	Trash Removal/ Recycling	2/23/2015
Garratt Callahan	Water Treatment	8/6/2013
Ever Clear	Window Washing	7/28/2016
Custom Refinishing	Wood Maintenance	1/7/2015
Superior Docs	Copier Lease	5/29/2014
Comcast	Cable	7/21/2014

EXHIBIT C

Page 4

KBS SOR 1800 West Loop South, LLC

Vendor Name	Description of Service	Contract Date
Allied Universal	Security services	1/1/2017
Always in Season	Interior landscaping	1/1/2016
Always in Season	Interior holiday décor	8/4/2016
Angus	Work order system	1/10/2007
Aquatrol	Water treatment	1/3/2017
Champions Energy Services	Electricity	3/11/2016
Classic Protection	Fire alarm monitoring	1/5/2017
Dahill/CIT	Copier Lease	5/8/2012
Environmental Coalition	Monthly pest control	1/3/2017
Fikes of Houston	Restroom air freshener	1/1/2016
Hunton Services	Quarterly EMS preventative maintenance	1/5/2017
Hunton Services	Quarterly elevator room HVAC preventative maintenance	1/5/2017
ISS Facility Services	Janitorial	8/5/2016
JOBS	Window washing - all floors	3/21/2017
Kings III	Elevator emergency phones	2/2/2017
Lee Quigley	Quarterly elevator metal maintenance	2/2/2017
Mueller Water	Water conditioning and pipe corrosion	1/5/2017
Conditioning	inhibitor
OP Waste	Trash removal	1/1/2017
Power Pro-Tech	Quarterly and annual generator inspections	1/25/2017
Texas Tropical	Exterior landscaping; interior fresh cut flowers	11/7/2016
ThyssenKrupp	Elevator service	7/15/2013
Water Logix	Water management service	11/28/2016

EXHIBIT C

Page 5

KBS SOR 6565-6575 West Loop South, LLC

Vendor Name	Description of Service	Contract Date
Taylor Water Proofing	Garage Ramp Support	1/12/2017
Hunton Services	BAS Maintenance	2/3/2017
AMST/JOBS	Regular Exterior Window Cleaning	2/15/2017
Comm Air, Inc	Annual AHU Insp & Eddy Current Test	2/22/2017
Classic Protection	Blanket	2/28/2017
Comm Air, Inc	Blanket	2/27/2017
AMST/JOBS	Blanket	5/1/2017
Romano Contractors	6565 - Suite 115	3/17/2017
Meridian Constructors, LLC	6565 - Suite 850	3/17/2017
C.F. McDonald Electric	Fire Pump Controller Repairs	3/17/2017
Capital Fire Protection	Fire Pump Controller Repairs	3/17/2017
Yeti Sunshine	Tenant Event	4/3/2017
TouchSource	6565 - Touchscreen Directory	4/12/2017
Bosshammer Glass	Blanket	5/1/2017
Sitek Omni	Ste 560 Asbestos	5/2/2017
United Protective Services	2017 Security Contract	5/23/2017
Gulf Coast Flooring	Blanket	6/1/2017
Silversand Services	Weathermatic Smartline Controllers	6/29/2017
Unified V & D	6565 Camera Installation	6/29/2017
Unified V & D	6575 Camera Installation	6/29/2017
Modern Pest Control	Monthly Pest Control	7/30/2017
Taylor Waterproofing	Ramp Repair	7/30/2017
AMST/JOBS	Glass Replacement in Elevator Cab #2 6565	7/10/2017
Taylor Waterproofing	Barrier Cable Repair	7/28/2017
Method Architecture	Rand Group Suite 420 Designs	8/3/2017
NorCole	Suite 100 HVAC, common area bracing, & fire hose	8/3/2017
Romano Contractors	6575 WLS Suite 260	8/11/2017
Texas Tropical	Holiday Decorations	10/4/2017
Signworx	Blanket	8/17/2017
NorCole	Blanket	9/20/2017
Peak Roofing	Blanket	9/26/2017
Event Catering	Fall Party	9/26/2017
Hunton Services	Blanket	9/28/2017
Lee Quigley	Blanket	10/3/2017
Graco	Fire Barrier Wrap in Mechanical Rooms	10/9/2017
Graco	Blanket	10/9/2017

EXHIBIT C

Page 6

	Suite 708 Lloyd Engineering Expansion	10/10/2017
Herring Construction	2017

EXHIBIT C

Page 7

KBS SOR Austin Suburban Portfolio, LLC (Great Hills Plaza)

Vendor Name	Description of Service	Contract Date
PJS	Air Neturalizing	1/1/2017
Corporate Care	Carpet Restoration	1/1/2017
National Elevator Maintenance Agreement services by ThyssenKrupp Elevator Corporation	Elevator	3/28/2013
Great Texas Landscape	Exterior Landscape	1/1/2017
Koetter	Fire Protection	1/1/2017
Clifford Power Systems	Generator	1/1/2016
Cool Services	HVAC Maintenance	1/1/2017
Kleen Air	HVAC Filters	1/1/2017
Texas Tropical	Interior Landscape	1/1/2017
PJS	Janitorial	1/1/2017
ABC Pest Control	Pest Control	1/1/2017
Return2Natural	Pond Maintenance	1/1/2017
Priebe	Security	1/1/2017
AirCo	Sump Pump Maintenance	1/1/2017
Progressive (WC of Texas)	Trash and Recycling	1/1/2017
High Altitude	Window Washing	1/1/2017

EXHIBIT C

Page 8

KBS SOR Austin Suburban Portfolio, LLC (Westech 360)

Vendor Name	Description of Service	Contract Date
PJS	Air Neturalizing	1/1/2017
Corporate Care	Carpet Restoration	1/1/2017
National Elevator Maintenance Agreement services by- ThyssenKrupp Elevator Corporation	Elevator	3/28/2013
Great Texas Landscape	Exterior Landscape	1/1/2017
Koetter	Fire Protection	1/1/2017
Cool Services	HVAC Maintenance	1/1/2017
Kleen Air	HVAC Filters	1/1/2017
Texas Tropical	Interior Landscape	1/1/2017
PJS	Janitorial	1/1/2017
Mirror Lawn Turf	Lot Sweep	1/1/2017
ABC Pest Control	Pest Control	1/1/2017
Return2Natural	Pond Maintenance	1/1/2017
Austin Pressure Wash	Pressure Wash	1/1/2017
Priebe	Security	1/1/2017
Progressive (WC of Texas)	Trash and Recycling	1/1/2017
Worth Hydrochem of Austin	Water Treatment	1/1/2017
High Altitude	Window Washing	1/1/2017

EXHIBIT C

Page 9

KBS SOR Westmoor Center, LLC

Vendor Name	Description of Service	Contract Date
Advantage Security Inc	Security/Shuttle Services	1/1/2016
Bob Popp Building	Window Washing	1/1/2016
Services Inc
Bristol Botanics Inc	Interior Landscaping	1/1/2016
Groundmasters/SMS	Exterior Landscaping	1/1/2017
Groundmasters/SMS	Snow Removal	1/1/2017
Hartco Inc	Parking Lot Sweeping	1/1/2016
Master Klean Janitorial Inc	Janitorial	1/1/2017
Reidy Metal Services Inc	Metal maintenance	1/1/2016
Rocky Mountain Low Voltage Inc	Fire Alarm Monitoring	1/1/2016
ThyssenKrupp	Elevators	6/12/2013
Waste Management Of Colorado Inc	Trash/Recyling	1/1/2016
Wright Pest Control Inc	Pest Control	8/1/2015
American Backflow	Backflow Inspections/Repairs	2/1/2017
Consu & Svcs Inc
Hot Shot Infrared Inspections Inc	Infrared Testing/Repairs	1/1/2016
Fire Alarm Services Inc	Fire Alarm/Sprinklers	7/26/2016
Long Building Technologies Inc	HVAC	7/26/2016

EXHIBIT C

Page 10

KBS SOR Maitland Promenade II, LLC
Vendor Name	Description of Service	Contract Date
Waterhouse Corporation	Cooling tower treatment	2/22/2017
Cummins Power South	Emergency generator inspection and load test	8/16/2016
Valleycrest Landscape	Exterior landscape maintenance	5/1/2015
Randall Mechanical	Fire sprinkler inspections	10/16/2017
Trane U.S. Inc.	Hvac maintenance	1/1/2017
Perfect Plants	Interior landscape maintenance	7/1/2016
Interiorscape
HPI	Janitorial service	2/16/2017
Blown Away, LLC	Powersweeping	1/1/2015
Orlando Waste Paper	Recycling	1/1/2015
AlliedBarton Security	Security service	1/1/2015
A-1 Orange Cleaning Service	Window cleaning	7/1/2016
TefftNet, Inc.	Work Order System	8/31/2016

EXHIBIT C

Page 11

KBS SOR Plaza Bellevue, LLC
Vendor Name	Description of Service	Contract Date
Able Engineering Svs	Engineers	1/01/2016
Ace Parking Mgmt	Parking Garage Operator	1/03/2014
Advance Fire & Safety	Fire Extinguisher Inspection	12/30/2014
Advanced Painting	Painting	6/01/2015
Allegiant Partners (Fitness
Center Equip)	Workout Equipment Rental	1/10/2015
Allied Universal Security	Security	1/31/2015
Ambius	Building Scent	11/23/2015
Aramark	Uniforms, towels, mats	5/06/2014
ATS Automation	HVAC Controls Plaza Center	1/01/2014
Botanical Design	Interior Landscaping	12/23/2015
Building Engines	Work Order Plate form	1/22/2014
Captivate	Elevator TV communications	11/24/2015
Cascade Bldg Maintenance	Window Washing	8/23/2016
Chem Aqua	Water Treatment	12/31/2014
Columbia Fire	Confidence Testing	1/31/2015
Comcast Cable	Internet-TV	1/01/2015
Generator Services NW	Generator Services	3/26/2014
Guardian Security	Fire Alarm Testing & Inspection	3/26/2014
JC Ehrlich Co DBA Eden
Advanced Pest Tech,
Rentokil	Pest Control	3/01/2015
Level 3	Voice and Internet	1/12/2015
Long Building Tech	HVAC Services	8/23/2016
MetTel	Cell Phones Engineers and Day Porters	11/04/2014
Mgmt Services NW	Snow and Ice Removal	12/04/2014
Morup Signs	Building Signage	12/31/2014
Muzak	Lobby Music	3/18/2015
Nelson Petroleum	Generator Fuel	12/09/2015
Otis	Elevator Maintenance	3/17/2015
Pacific Office Automation	Copy Machine	1/12/2016
Post Bronze	Steel Refinishing	5/03/2017
Pride Electric	Electrical Maintenance	12/31/2014
PSF Mechanical	Chiller Maintenance USB	3/26/2014
Richardson Bottling
Company DBA Mountain
Mist	Office Water Service	1/31/2015
RFI	Security System	10/31/2016
Seattle Building Maintenance	Janitorial	3/25/2017

EXHIBIT C

Page 12

Signature Landscape	Exterior Landscaping	1/03/2015
Sno-Valley	Chiller Maintenance Plaza Center	1/03/2015
Washington Alarm	Alarm Monitoring	12/31/2014

EXHIBIT C

Page 13

EXHIBIT C-1

List of Leases

KBS SOR Northridge, LLC

Tenant	Document	Date
Allstar Financial	Lease	6/30/2013
Allstar Financial	1st Amendment	5/8/2016
CMO Compliance	Lease	1/26/2015
CMO Compliance	Vacancy	8/31/2017
Kuck Immigration	Lease	4/30/2014
Kuck Immigration	1st Amendment	9/5/2017
McKim & Creed, Inc.	Lease	9/17/2014
Nolan Transportation Group	Lease	12/15/2014
Nolan Transportation Group	1st Amendment	6/3/2015
Nolan Transportation Group	2nd Amendment	8/6/2015
Nolan Transportation Group	3rd Amendment	10/14/2015
Aslan Training and	Lease	12/8/2015
Development
Calero Software	Lease	9/29/2012
Omnipoint US, LLC	Lease	7/8/2013
(Companion)
Omnipoint US, LLC	1st Amendment	12/8/2014
(Companion)
Omnipoint US, LLC	Vacancy	3/31/2017
(Companion)
DHI	Lease	1/15/2016
DHI	1st Amendment	7/5/2017
DSKL	Lease	8/18/2015
Franchise Opportunities	Lease	2/20/2013
Franchise Opportunities	1st Amendment	7/28/2016
General Dynamics	Lease	1/19/2016

EXHIBIT C-1

Page 1

Georgia Concrete & Products	Lease	10/7/2013
Assoc.
Hire Velocity	Lease	5/3/2012
Mercury Insurance	Lease	4/27/2007
Mercury Insurance	1st Amendment	4/19/2012
OneSource Relocation	Lease	6/6/2013
OneSource Relocation	1st Amendment	2/22/2016
Phoenix Atlanta	Lease	7/6/2012
	Vacancy	7/31/2017
	KBS write-off auth.	8/25/2017
Roberts Capital	Lease	2/19/2014
Roberts Capital	1st Amendment	8/12/2016
Roberts Capital	2nd Amendment	8/24/2017
Scoring Solutions	Lease	3/11/2013
Skybridge Global Inc.	Lease	5/8/2016
T-Mobile	Lease	1/17/2003
T-Mobile	1st Amendment	12/17/2007
T-Mobile	2nd Amendment	12/19/2012
T-Mobile	3rd Amendment	12/19/2014
Williamson Advisory	Lease	3/26/2012
Williamson Advisory	1st Amendment	6/1/2016
Williamson Advisory	2nd Amendment	8/21/2017
Woolpert	Lease	2/25/2008
Woolpert	1st Amendment	5/31/2013
Xpedited Delivery & Logistics	Lease	9/9/2015
Your Profile Insights	Lease	2/23/2016
Strunk	Lease	11/6/2015

EXHIBIT C-1

Page 2

KBS SOR Iron Point, LLC

Tenant	Document	Date	Suite
FPI Management	Lease	8/15/2014	120
FPI Management	1st Amendment	9/14/2014	120
FPI Management	2nd Amendment	8/31/2015	140
FPI Management	3rd Amendment	1/20/2016	100
Iron Point Financial Advisors	Lease	1/26/2006	160
Iron Point Financial Advisors	1st Amendment	7/20/2006	160
Iron Point Financial Advisors	2nd Amendment	10/18/2011	160
Iron Point Financial Advisors	3rd Amendment	4/21/2017	160
Sierra Pacific Mortgage	2nd Amendment	5/3/2016	180
WLC Architects	Lease	9/3/1999	200
WLC Architects	1st Amendment	1/5/2001	200
WLC Architects	2nd Amendment	12/23/2004	200
WLC Architects	3rd Amendment	8/26/2009	200
WLC Architects	4th Amendment	10/3/2014	200
BBSI	Lease	3/26/2013	220
BBSI	Consent to Sublease	9/29/2017	220
Wells Fargo	Lease	2/25/2000	250
Wells Fargo	1st Amendment	11/22/2002	250
Wells Fargo	2nd Amendment	3/11/2008	250
Wells Fargo	3rd Amendment	1/24/2013	250
Wells Fargo	4th Amendment	4/25/2015	250
Redfin	Lease	12/29/2014	290
Ronald Melchin Law	Lease	3/23/2000	100
Ronald Melchin Law	1st Amendment	11/9/2004	100
Ronald Melchin Law	2nd Amendment	4/12/2007	100
Ronald Melchin Law	3rd Amendment	3/9/2009	100
Ronald Melchin Law	4th Amendment	4/16/2012	100
Pro Unlimited	6th Amendment	4/21/2017	110
Pro Unlimited	2nd Amendment	12/20/2013	130
Pro Unlimited	2nd Amendment	12/20/2013	135
Pro Unlimited	2nd Amendment	12/20/2013	140
Pro Unlimited	4th Amendment	1/21/2016	150
Pro Unlimited	5th Amendment	5/3/2016	150

EXHIBIT C-1

Page 3

Pro Unlimited	6th Amendment	4/21/2017	170
Pro Unlimited	6th Amendment	4/21/2017	190
Pacific Investments	Lease	3/24/2010	100
Pacific Investments	1st Amendment	11/24/2014	100
Pacific Investments	2nd Amendment	10/11/2016	100
Aring Wealth Management	Lease	5/4/2015	135
Fortuna	Lease	11/9/2015	140
Ameriprise	Lease	3/24/2014	150
Comcast	Lease	11/19/2012	160
Smith, Robertson, Johnson	Lease	1/26/2012	170
Smith, Robertson, Johnson	1st Amendment	11/14/2016	170
Wells Fargo Home Mortgage	Lease	7/31/2007	238
Wells Fargo Home Mortgage	1st Amendment	3/3/2008	238
Wells Fargo Home Mortgage	2nd Amendment	1/18/2010	238
Wells Fargo Home Mortgage	3rd Amendment	11/21/2011	238
Wells Fargo Home Mortgage	4th Amendment	7/6/2012	238
Wells Fargo Home Mortgage	5th Amendment	9/20/2016	238
Ingram Entertainment	Lease	9/22/2014	288
Pro Unlimited	Lease	8/23/2012	100
Pro Unlimited	1st Amendment	7/9/2013	100
Pro Unlimited	2nd Amendment	12/20/2013	100
Pro Unlimited	4th Amendment	1/21/2016	100
Pro Unlimited	5th Amendment	5/3/2016	100
Pro Unlimited	6th Amendment	4/21/2017	100
Pro Unlimited	7th Amendment	4/28/2017	100
Sue’s Deli	Lease	1/1/2014	150
Pro Unlimited	1st Amendment	7/9/2013	185
1st American Mortgage	Lease	2/27/2015	100
Starch Concrete	Lease	3/30/2016	120

EXHIBIT C-1

Page 4

Stewart Title	Lease	1/18/2012	125
Stewart Title	1st Amendment	3/27/2015	125
Coldwell Banker	Lease	9/16/2011	130
Coldwell Banker	1st Amendment	3/27/2015	130
Placer Title	Lease	8/7/2012	140
Placer Title	1st Amendment	9/19/2017	140
Sierra Pacific Mortgage	3rd Amendment	6/7/2017	145
Whiting Turner	4th Amendment	5/19/2017	150
Staszak & Company	Lease	8/29/2011	160
Staszak & Company	1st Amendment	5/9/2017	160
Staszak & Company	1st Amendment	5/9/2017	170
Moseley Collins	Lease	1/24/2017	180
Old Republic Title	Lease	3/4/2016	190
Sierra Pacific Mortgage	Lease	4/13/2012	200
Sierra Pacific Mortgage	1st Amendment	7/17/2013	200
Sierra Pacific Mortgage	2nd Amendment	5/3/2016	200
Sierra Pacific Mortgage	3rd Amendment	6/7/2017	200
Sierra Pacific Mortgage	1st Amendment	7/17/2013	240
Sierra Pacific Mortgage	3rd Amendment	6/7/2017	240
Sierra Pacific Mortgage	1st Amendment	7/17/2013	250
Sierra Pacific Mortgage	3rd Amendment	6/7/2017	250
Peterson Brustad	Lease	6/15/2006	260
Peterson Brustad	1st Amendment	7/20/2009	260
Peterson Brustad	2nd Amendment	1/31/2012	260
Peterson Brustad	3rd Amendment	3/27/2015	260
CorVel	Lease	1/31/2013	300
Aerojet	Lease	6/28/2013	350
Aerojet	Consent to Sublease	6/9/2017	350

EXHIBIT C-1

Page 5

KBS SOR 156th Avenue Northeast, LLC

Tenant Name	Document Name	Date
Advanced Micro Devices, Inc., a Delaware corporation	Office Building Lease	5/26/2004
Advanced Micro Devices, Inc., a Delaware corporation	First Amendment to Uniguard Park Office Building Lease	6/13/2005
Advanced Micro Devices, Inc., a Delaware corporation	Parking Allocation Letter	5/7/2012
Advanced Micro Devices, Inc., a Delaware corporation	Third Amendment to Office Building Lease	5/13/2013
Comcast Cable Communications Management, LLC, a Delaware limited liability company	License Agreement	7/17/2014
Grant Thornton LLP, an Illinios limited liabilty partnership	Office Lease	1/9/2013
Grant Thornton LLP, an Illinios limited liabilty partnership	Tenant’s Commencement Letter	3/13/2013
Grant Thornton LLP, an Illinios limited liabilty partnership	Consent By Landlord to Assignment and Assumption of Lease	3/13/2017
Groinger & Co., Inc., a Washington corporation	Office Lease	5/25/2013
Groinger & Co., Inc., a Washington corporation	Tenant’s Commencement Letter	8/8/2013
Harman Connected Services Technologies Private Limited	Aditi Technologies Unigard Park Phase III Office Building Lease	5/11/2000
Harman Connected Services Technologies Private Limited	First Amendment to Aditi Technologies Unigard Park Phase III Office Building Lease	9/22/2000
Harman Connected Services Technologies Private Limited	Second Amendment to Aditi Technologies Unigard Park Phase III Office Building Lease	10/25/2000
Harman Connected Services Technologies Private Limited	Fifth Amendment to Aditi Technologies Unigard Park Phase III Office Building Lease	1/1/2001
Harman Connected Services Technologies Private Limited	Third Amendment to Aditi Technologies Unigard Park Phase III Office Building Lease	8/10/2007

EXHIBIT C-1

Page 6

Harman Connected Services Technologies Private Limited	Fourth Amendment to Aditi Technologies Unigard Park Phase III Office Building Lease	11/15/2007
Harman Connected Services Technologies Private Limited	Seventh Amenment to Office Building Lease	6/27/2016
Harman Connected Services Technologies Private Limited	Sixth Amendment to Aditi Technologies Unigard Park Phase III Office Building Lease	11/22/2020
Hitachi Consulting Corporation, a Delaware corporation	Office Building Lease	4/8/2015
Hitachi Data Systems Corporation, a Delaware corporation	Office Building Lease	5/26/2010
Hitachi Data Systems Corporation, a Delaware corporation	First Amendment to Uniguard Park Office Building Lease	4/10/2012
Hitachi Data Systems Corporation, a Delaware corporation	Second Amendment to Office Building Lease	3/21/2013
Hitachi Data Systems Corporation, a Delaware corporation	Third Amendment to Office Building Lease	6/30/2014
Inspur USA, Inc., a Washington corporation	Office Lease	6/30/2015
Inspur USA, Inc., a Washington corporation	Tenant’s Commencement Letter	10/20/2015
Inspur USA, Inc., a Washington corporation	First Amendment to Office Lease	6/26/2016
Inspur USA, Inc., a Washington corporation	Tenant’s Commencement Letter	9/29/2016
Intergen North America Limited, a Washington corporation	Office Lease	12/22/2014
Intergen North America Limited, a Washington corporation	Tenant’s Commencement Letter	6/29/2015
Intergen North America Limited, a Washington corporation	First Amendment to Office Lease	9/17/2017
MOD Super Fast Pizza, LLC, a Delaware limited liability corporation	Office Lease	12/22/2014

EXHIBIT C-1

Page 7

MOD Super Fast Pizza, LLC, a Delaware limited liability corporation	First Amendment to Office Lease	6/18/2015
MOD Super Fast Pizza, LLC, a Delaware limited liability corporation	Tenant’s Commencement Letter	12/2/2015
MOD Super Fast Pizza, LLC, a Delaware limited liability corporation	Second Amendment to Office Lease	9/19/2017
Provoke Solutions, Inc., a Washington corporation	Office Lease	10/11/2017
RGN-Bellevue V, LLC, a Delaware limited liability company	Office Building Lease	5/24/2007
RGN-Bellevue V, LLC, a Delaware limited liability company	First Amendment to Lease	11/30/2011
RGN-Bellevue V, LLC, a Delaware limited liability company	Second Amendment to Office Building Lease	7/22/2014
SUHRCO Management, Inc., a Washington corportion	Office Building Lease First Amendment to SUHRCO	3/15/2002
SUHRCO Management, Inc., a Washington corportion	Management, Inc. Unigard Park Phase III Office Building Lease Second Amendment to SUHRCO	6/15/2002
SUHRCO Management, Inc., a Washington corportion	Management, Inc. Unigard Park Phase III Office Building Lease Third Amendment to SUHRCO	4/20/2005
SUHRCO Management, Inc., a Washington corportion	Management, Inc. Unigard Park Phase III Office Building Lease	8/10/2010
SUHRCO Management, Inc., a Washington corportion	Fourth Amendment to Office Building Lease	7/8/2013
SUHRCO Management, Inc., a Washington corportion	Fifth Amendment to Office Building Lease	2/22/2016
Trane U.S., Inc., a Delaware corporation	Office Lease	3/4/2013
Trane U.S., Inc., a Delaware corporation	Tenant’s Commencement Letter	9/16/2013
tw Telecom of Washington LLC., a Delaware limited liabilty company	License Agreement	9/17/2014

EXHIBIT C-1

Page 8

Uniguard Insurance Company, a Wisconsin corporation Office Lease 7/31/2012

EXHIBIT C-1

Page 9

KBS SOR Powers Ferry Landing East, LLC

Tenant	Document	Date
Stern & Edlin	Lease	12/3/2013
Stern & Edlin	1st Amendment	7/27/2015
Georgia Banking Company	Lease	6/28/2002
Georgia Banking Company	1st Amendment	7/12/2005
Georgia Banking Company	2nd Amendment	11/5/2007
Georgia Banking Company	3rd Amendment	3/28/2012
Georgia Banking Company	4th Amendment	9/19/2012
Georgia Banking Company	5th Amendment	11/18/2013
Business Wise	Lease	9/7/1990
Business Wise	1st Amendment	10/2/1995
Business Wise	2nd Amendment	10/31/2000
Business Wise	3rd Amendment	9/20/2002
Business Wise	4th Amendment	9/1/2007
Business Wise	5th Amendment	5/25/2012
Business Wise	6th Amendment	5/8/2017
Min Café	Lease	4/4/2006
Min Café	1st Amendment	10/24/2010
Min Café	2nd Amendment	4/1/2016
Min Café	3rd Amendment	5/8/2016
Management Search, Inc.	Lease	10/31/2013
McGahee, Lacy & Associates, Inc.	Lease	10/24/2013
McGahee, Lacy & Associates, Inc.	1st Amendment	5/19/2017
Cornerstone Mortgage Group	Lease	10/25/2013
Cornerstone Mortgage Group	1st Amendment	7/3/2017
Southern Polymer	Lease	7/15/1998
Southern Polymer	1st Amendment	6/26/2001
Southern Polymer	2nd Amendment	11/15/2007
Southern Polymer	3rd Amendment	11/16/2012
Mortgage Guaranty Insurance Co.	Lease	10/25/2013

EXHIBIT C-1

Page 10

Premedex	Lease	10/25/2013
Penton Media (informa)	Lease	10/25/2013
ELCO	Lease	1/7/2015
N3, LLC	Lease	1/7/2015
White Horse Advisors	Lease	12/31/2013
Fortress Brokerage	Lease	12/31/2013
N3 (Georgia Banking sublease)	Sublease Agreement	7/22/2016
Profitmaster	Lease	10/25/2013
Benetech	Lease	10/25/2013
Benetech	Termination Letter	8/9/2016
Columbia Hospitality MGMT, LLC	Lease	10/25/2013
LL Global Inc.	Lease	11/6/2013
LL Global Inc.	1st Amendment	8/21/2014

EXHIBIT C-1

Page 11

KBS SOR 1800 West Loop South, LLC

Tenant Name	Document Name	Date
Abovenet	Telecom License (original)	1/1/2003
Abovenet	First Amendment	4/7/2008
Abovenet	Telecom License (current)	2/1/2009
American Petroleum Institute	Lease Agreement	4/24/2012
American Petroleum Institute	First Amendment	12/16/2013
Amigos De Las Americas	Lease Agreement (Bless Oilfield)	10/20/2014
Amigos De Las Americas	Assignment of Office Lease - (Bless Oilfield to Amigos De Las Americas)	4/27/2016
Arnel Investments	Lease Agreement	3/4/2005
Balyasny Asset Management	Lease Agreement (Sound Energy Capital Management)	5/3/2006
Balyasny Asset Management	First Amendment	8/7/2008
Balyasny Asset Management	Second Amendment	8/17/2011
Balyasny Asset Management	Consent to Assignment of Lease (Sound Energy to HTX Capital Management)	2/29/2012
Balyasny Asset Management	Assignment and Assumption of Lease (HTX to Balyasny)	2/10/2014
Balyasny Asset Management	Third Amendment	8/16/2016
Drilling Info – Assigned to Barry Conge Harris	Lease Agreement	7/30/2012
Bellelli USA (currently locked out)	Lease Agreement	12/4/2012
Bellelli USA (currently locked out)	First Amendment	7/15/2013
Bellelli USA (currently locked out)	Second Amendment	3/3/2016
Caldwell Boudreaux Lefler	Lease Agreement	8/21/2013
Caldwell Boudreaux Lefler	First Amendment	11/18/2015
Cogent Communications	Telecom License	4/16/2001
(currently at Mayer Brown)
Cogent Communications	First Amendment	3/13/2002
(currently at Mayer Brown)

EXHIBIT C-1

Page 12

Cogent Communications	Second Amendment	4/30/2008
(currently at Mayer Brown)
Cogent Communications	Third Amendment	3/29/2011
(currently at Mayer Brown)
Comcast	Telecom License	11/30/2010
Cornerstone Government Affairs	Lease Agreement	12/17/2015
Cornerstone Government Affairs	First Amendment	3/24/2017
Cosmo Oil	Lease Agreement	6/16/2014
Dennard Lascar Associates	Lease Agreement	2/8/2006
Dennard Lascar Associates	First Amendment	12/6/2006
Dennard Lascar Associates	Second Amendment	7/6/2007
Dennard Lascar Associates	Third Amendment	12/16/2011
Dennard Lascar Associates	Fourth Amendment	9/20/2017
Edward Jones	Lease Agreement	2/27/2015
Edward Jones	First Amendment	6/22/2015
Endeavor Energy	Lease Agreement	6/8/2015
EXP Energy	Lease Agreement	10/10/2011
EXP Energy	First Amendment	6/12/2014
Fogarty & Klein	Lease Agreement	6/19/2019
Fogarty & Klein	First Amendment	2/29/2016
Fogarty & Klein	Consent to Sublease (ChaiOne)	1/4/2016
Fogarty & Klein	Consent to Sub-Sublease (ChaiOne – Qualitas Health)	5/26/2016
General Services Administration	Lease Agreement	1/29/2008
Health Care Service Corp	Lease Agreement	9/23/2011
Health Care Service Corp	First Amendment	3/14/2012
Holthouse Interests	Lease Agreement	5/11/1999
Holthouse Interests	First Amendment	2/6/2002
Holthouse Interests	Second Amendment	2/25/2005
Holthouse Interests	Third Amendment	7/15/2005
Holthouse Interests	Fourth Amendment	10/12/2009
Holthouse Interests	Fifth Amendment	4/10/2015

EXHIBIT C-1

Page 13

Holthouse Interests	Sixth Amendment	6/21/2016
Investment Marketing Resources	Lease Agreement (current)	4/21/2016
Investment Marketing Resources	Lease Agreement (original)	7/24/1992
Investment Marketing Resources	First Amendment	6/5/1995
Investment Marketing Resources	Second Amendment	7/9/1997
Investment Marketing Resources	Third Amendment	10/12/2001
Investment Marketing Resources	Fourth Amendment	2/26/2008
Investment Marketing Resources	Fifth Amendment	12/16/2010
Investment Marketing Resources	Sixth Amendment	12/16/2011
Investment Marketing Resources	Seventh Amendment	4/16/2012
International Consultancy Americas	Lease Agreement	9/18/2014
International Consultancy Americas	First Amendment	5/10/2017
IINO Lines	Lease Agreement	8/14/2014
IINO Lines	First Amendment	4/18/2016
Institute of International Education	Lease Agreement	7/22/2008
Institute of International Education	First Amendment	2/23/2015
Italy-America Chamber of Commerce	Lease Agreement	11/25/2003
Italy-America Chamber of Commerce	First Amendment	1/7/2008
Italy-America Chamber of Commerce	Second Amendment	7/23/2012
Italy-America Chamber of Commerce	Third Amendment	1/21/2015
IJL Will Do	Lease Agreement	8/23/2006
IJL Will Do	First Amendment	6/27/2011
IJL Will Do	Second Amendment	10/25/2016
Kentz – Subleased to Fitzpatrick Group	Lease Agreement	10/5/2011
Kentz – Subleased to Fitzpatrick Group	Consent to Sublease	6/6/2016
Knowledge Reservoir	Lease Agreement	8/26/2002

EXHIBIT C-1

Page 14

Knowledge Reservoir	First Amendment	6/22/2006
Knowledge Reservoir	Second Amendment	12/21/2007
Knowledge Reservoir	Third Amendment	12/4/2012
TW Telecom	Telecom Agreement	7/1/1999
TW Telecom	Utility Access Agreement	11/12/2004
Logix	Telecommunications Lease	12/14/2015
	Agreement (current)
Logix	Telecom License (original)	6/20/2002
Logix	First Amendment	7/1/2003
Logix	Second Amendment	7/1/2005
Logix	Third Amendment	7/1/2009
Logix	Fourth Amendment	6/25/2010
Logix	Fifth Amendment	8/17/2010
North American Interpipe	Lease Agreement	8/13/2012
North American Interpipe	First Amendment	8/14/2017
Neel Hooper Banes	Lease Agreement	5/13/2011
Neel Hooper Banes	First Amendment	7/27/2011
Neste	Lease Agreement	3/15/2001
Neste	First Amendment	8/15/2005
Neste	Second Amendment	1/26/2007
Neste	Third Amendment	5/3/2010
Neste	Fourth Amendment	12/17/2015
Neste	Fifth Amendment	1/11/2017
Project Consulting Services	Lease Agreement	5/18/2006
Project Consulting Services	First Amendment	2/25/2008
Project Consulting Services	Second Amendment	12/16/2013
Project Consulting Services	Third Amendment	2/27/2015
Petroleum Pipe Americas	Lease Agreement	4/23/2002
Petroleum Pipe Americas	First Amendment	4/1/2005
Petroleum Pipe Americas	Second Amendment	5/28/2008
Petroleum Pipe Americas	Third Amendment	5/12/2010
Petroleum Pipe Americas	Fourth Amendment	4/13/2012
Petroleum Pipe Americas	Fifth Amendment	5/13/2014
Petroleum Pipe Americas	Sixth Amendment	6/1/2017
Pierpont Communications	Lease Agreement	1996

EXHIBIT C-1

Page 15

Pierpont Communications	First Amendment	11/13/1998
Pierpont Communications	Second Amendment	4/5/2001
Pierpont Communications	Third Amendment	10/1/2004
Pierpont Communications	Fourth Amendment	1/28/2011
Pierpont Communications	Fifth Amendment	7/10/2014
Professional Alternatives	Lease Agreement	1998
Professional Alternatives	First Amendment	7/14/2003
Professional Alternatives	Second Amendment	7/18/2008
Professional Alternatives	Third Amendment	7/29/2011
Professional Alternatives	Fourth Amendment	4/6/2017
Quanex Building Products	Lease Agreement	8/13/2012
Qwest (acquired by CenturyLink)	Telecom License	9/1/2001
Qwest (acquired by CenturyLink)	Renewal	4/6/2006
Qwest (acquired by CenturyLink)	Second Amendment	9/1/2011
Roscoe Properties	Lease Agreement	5/2/2017
Roscoe Properties	First Amendment	7/6/2017
SDI Realty	Lease Agreement	9/5/2017
Set Solutions	Lease Agreement	11/19/2014
Skyline Deli	Lease Agreement	10/24/2011
Skyline Deli	First Amendment	10/31/2008
Wealth Enhancement Group (assignment from Sound Financial)	Lease Agreement	9/6/2012
Wealth Enhancement Group (assignment from Sound Financial)	Sublease (Arcadian Real Estate Service)	5/23/2014
Wealth Enhancement Group (assignment from Sound Financial)	Consent to Assignment and Assumption of Sublease	4/24/2015
Wealth Enhancement Group (assignment from Sound Financial)	Lease Assignment Estoppel and Consent (Sound Financial to Wealth Enhancement Group)	Aug-16

EXHIBIT C-1

Page 16

Sparrowhawk	Lease Agreement	10/12/2011
Sparrowhawk	First Amendment	1/15/2013
Sparrowhawk	Second Amendment	11/18/2015
Steve Shaper	Temporary Occupancy Agreement	1/14/2011
Steve Shaper	Lease Agreement	12/4/2012
Steve Shaper	First Amendment	7/27/2016
Sueba	Lease Agreement	2/1/1984
Sueba	First Amendment	7/18/1988
Sueba	Second Amendment	7/18/1988
Sueba	Third Amendment	7/1/1994
Sueba	Fourth Amendment	11/1/1995
Sueba	Fifth Amendment	1/18/2000
Sueba	Sixth Amendment	6/30/2005
Sueba	Seventh Amendment	8/6/2010
Sueba	Eighth Amendment	4/24/2015
Third Coast Bank	Lease Agreement	11/3/2010
Third Coast Bank	First Amendment	7/16/2015
Third Coast Bank	Second Amendment	5/26/2016
Toshiba	Lease Agreement	6/8/2015
Toshiba	First Amendment	8/18/2015
Toshiba	Second Amendment	3/24/2017
Verizon	Telecom Lease (current)	Feb-16
Verizon	Telecom License (original)	2/19/2004
Verizon	First Amendment	2/9/2009
Verizon	Second Amendment	6/1/2010
WECO USA (formerly Nordana)	Lease Agreement	11/14/2014
WECO USA (formerly Nordana)	First Amendment	3/26/2015
Westney Consulting Group	Lease Agreement	10/20/2014
XO Communications	Telecom Lease Agreement	10/2/2017
XO Communications – Nextlink	Telecom Lease Agreement (current)	3/19/2014
(currently at Mayer Brown)
XO Communications – Nextlink	Telecom License (original)	9/1/2000
(currently at Mayer Brown)

EXHIBIT C-1

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XO Communications – Nextlink	First Amendment	8/11/2008
(currently at Mayer Brown)

EXHIBIT C-1

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KBS SOR 6565-6575 West Loop South, LLC

Tenant Name	Document Name	Date
Ajit Thakur	Original	10/19/1999
Ajit Thakur	1st Amendment	5/9/2000
Ajit Thakur	2nd Amendment	1/13/2005
Ajit Thakur	3rd Amendment	11/23/2010
Ajit Thakur	4th Amendment	12/10/2016
Andrew Williams & Assoc	Original	3/25/2017
BBC USA Chartering	Original	8/29/2007
BBC USA Chartering	1st Amendment	12/5/2007
BBC USA Chartering	2nd Amendment	10/1/2013
Bellaire Dermatology	Original	4/19/2005
Bellaire Dermatology	1st Amendment	11/21/2005
Bellaire Dermatology	2nd Amendment	Jul-06
Bellaire Dermatology	3rd Amendment	9/28/2015
Brown, Nelson, Frank & Giles	Original	4/22/2002
Brown, Nelson, Frank & Giles	1st Amendment	7/31/2007
Brown, Nelson, Frank & Giles	2nd Amendment	9/9/2008
Brown, Nelson, Frank & Giles	3rd Amendment	9/25/2013
Clinton Foster	Original	10/19/2015
Clinton Foster	1st Amendment	9/1/2016
Contemporary Medicine	Original	6/24/2003
Contemporary Medicine	1st Amendment	7/12/2003
Contemporary Medicine	2nd Amendment	Oct-04
Contemporary Medicine	3rd Amendment	10/31/2006
Contemporary Medicine	4th Amendment	1/4/2009
Contemporary Medicine	5th Amendment	5/24/2012
Contemporary Medicine	6th Amendment	11/25/2013
Contemporary Medicine	7th Amendment	2/13/2017
Denena & Points	Original	10/29/2015
Dr. Jeffrey Schultz	Original	5/23/1996
Dr. Jeffrey Schultz	1st Amendment	5/11/2006
Dr. Jeffrey Schultz	2nd Amendment	Aug-09
Dr. Jeffrey Schultz	3rd Amendment	Apr-12
Dr. Jeffrey Schultz	4th Amendment	8/25/2015
Exclusive Ventures	Original	8/6/2015
Eye Centers of Texas	Original	9/28/2005
Eye Centers of Texas	1st Amendment	7/28/2008
Eye Centers of Texas	2nd Amendment	12/18/2015
Guardian Healthcare Holdings	Original	8/16/2012
Guardian Healthcare Holdings	1st Amendment	7/1/2016
Guardian Healthcare Holdings	2nd Amendment	10/25/2016

EXHIBIT C-1

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Heidi Seifert	Original	Jul-06
Heidi Seifert	1st Amendment	4/30/2014
Heidi Seifert	2nd Amendment	10/14/2014
Lloyd Engineering	Original	6/2/2015
Lloyd Engineering	1st Amendment	8/24/2017
Lora Mason	Original	8/18/2004
Lora Mason	1st Amendment	5/19/2014
Management Office	Original
Marilu Berry & Judy Nunn	Original	1/20/2016
Prostasia	Original	11/1/2004
Prostasia	1st Amendment	6/30/2009
Prostasia	2nd Amendment	12/22/2014
Prostasia	3rd Amendment	9/30/2016
Richard Rees	Original	10/28/2009
Richard Rees	1st Amendment	9/25/2014
Sandhya Prashad	Original	8/4/2016
Sightline Health	Original	10/6/2011
Sightline Health	Original	10/6/2011
Sprintcom	Original	8/31/2001
Sprintcom	1st Amendment	9/1/2001
Synergy Healthcare	Original	3/12/2007
Synergy Healthcare	1st Amendment	5/3/2007
Synergy Healthcare	2nd Amendment	3/4/2008
Synergy Healthcare	3rd Amendment	11/22/2013
Synergy Healthcare	4th Amendment	2/7/2014
The Jupiter Group	Original	11/14/2008
The Jupiter Group	1st Amendment	3/7/2012
The Jupiter Group	2nd Amendment	6/25/2014
The Menninger Clinic	Original	9/24/2015
Tim Woodson, Agent	Original	2/3/1999
Tim Woodson, Agent	1st Amendment	1/9/2002
Tim Woodson, Agent	2nd Amendment	Dec-04
Tim Woodson, Agent	3rd Amendment	Jan-08
Tim Woodson, Agent	4th Amendment	9/14/2010
Tim Woodson, Agent	5th Amendment	1/28/2016
Tommy’s Deli	Original	9/30/2008
Tommy’s Deli	1st Amendment	1/1/2017
TW Telecom of Texas	Original	8/31/2001
TW Telecom of Texas	License Agreement	9/11/2008
TW Telecom of Texas	License Agreement	8/31/2001
Techknowledge Consulting	Original Lease	3/17/2009
Techknowledge Consulting	1st Amendment	2/23/2011

EXHIBIT C-1

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Techknowledge Consulting	2nd Amendment	4/3/2014
Techknowledge Consulting	3rd Amendment	4/27/2016
Techknowledge Consulting	4th Amendment	7/14/2017
IQ Spectra	Original Lease	4/6/2016
IQ Spectra	Original Lease	4/6/2016
Jay Ginsburg	Original Lease	10/2/2015
Search Services	Original Lease	9/1/2002
Search Services	1st Amendment	4/29/2005
Search Services	2nd Amendment	7/28/2006
Search Services	3rd Amendment	5/21/2013
Mitchell Insurance Agency	Original Lease	1/4/2016
OrthoAccel Technologies	Original Lease	5/31/2012
OrthoAccel Technologies	1st Amendment	8/4/2014
OrthoAccel Technologies	2nd Amendment	1/9/2014
OrthoAccel Technologies	3rd Amendment	10/29/2015
OrthoAccel Technologies	4th Amendment	4/6/2016
MedEx / Stop Loss Insurance Services	Original Lease	4/10/2001
MedEx / Stop Loss Insurance Services	1st Amendment	6/7/2005
MedEx / Stop Loss Insurance Services	2nd Amendment	Jun-08
MedEx / Stop Loss Insurance Services	3rd Amendment	2/22/2011
MedEx / Stop Loss Insurance Services	4th Amendment	6/27/2016
MedEx / Stop Loss Insurance Services	5th Amendment	6/1/2017
Mace & Mack	Original Lease	8/16/2016
Mitratech Holdings	Original Lease	7/11/2000
Mitratech Holdings	1st Amendment	12/1/2007
Mitratech Holdings	2nd Amendment	3/9/2010
Durio & Company	Original Lease	10/30/1987
Durio & Company	1st Amendment	6/18/1992
Durio & Company	2nd Amendment	4/29/1994
Durio & Company	3rd Amendment	7/1/1999
Durio & Company	4th Amendment	5/25/2001
Durio & Company	5th Amendment	Mar-06
Durio & Company	6th Amendment	3/9/2011
Durio & Company	7th Amendment	10/26/2016
Levey Development & Construction	Original Lease	11/2/2015

EXHIBIT C-1

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Waddell Investments	Original Lease	6/24/2005
Waddell Investments	1st Amendment	9/1/2010
Waddell Investments	2nd Amendment	12/23/2015
Robert Hoffman	Original Lease	11/25/2008
Robert Hoffman	1st Amendment	4/12/2010
Robert Hoffman	2nd Amendment	1/7/2013
Robert Hoffman	3rd Amendment	2/24/2017
Robert Hoffman	4th Amendment	10/9/2017
Barry Gomel	Original Lease	12/22/2014
Regus Executive Suites	Original Lease	2/3/2015
HJ Gruy & Associates	Original Lease	8/20/2015
Gill Revak & Associates	Original Lease	8/9/2004
Gill Revak & Associates	1st Amendment	7/1/2010
Gill Revak & Associates	2nd Amendment	9/18/2012
SMS Capital Management	Original Lease	Apr-08
SMS Capital Management	1st Amendment	5/15/2012
SMS Capital Management	2nd Amendment	7/22/2013
SMS Capital Management	3rd Amendment	6/25/2014
SMS Capital Management	4th Amendment	7/17/2017
Chandler McNulty	Original Lease	1/15/2016
Command Texas	Original Lease	1/10/2006
Command Texas	1st Amendment	Mar-09
Command Texas	2nd Amendment	5/12/2015
Command Texas	3rd Amendment	12/18/2012
US Army / Airforce	Lease for Real Property	7/15/2012
Creekside Industries	Original Lease	11/4/2013
Evergreen Shipping Agency	Original Lease	7/29/2005
Evergreen Shipping Agency	1st Amendment	10/13/2008
Evergreen Shipping Agency	2nd Amendment	Aug-10
Evergreen Shipping Agency	3rd Amendment	5/11/2011
Evergreen Shipping Agency	4th Amendment	9/10/2014
Billie Martin	Original Lease	5/25/1993
Billie Martin	1st Amendment	5/17/1995
Billie Martin	2nd Amendment	5/24/1996
Billie Martin	3rd Amendment	5/31/1999
Billie Martin	4th Amendment	6/1/2000
Billie Martin	5th Amendment	4/13/2001
Billie Martin	6th Amendment	12/17/2003
Billie Martin	7th Amendment	Jan-17
Billie Martin	8th Amendment	Apr-17
Billie Martin	9th Amendment	10/19/2015

EXHIBIT C-1

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Mirador Group	Original Lease	1/23/2006
Mirador Group	1st Amendment	Mar-13
Mirador Group	2nd Amendment	5/16/2014
Mirador Group	2nd Amendment	5/16/2014
The Rand Group	Original Lease	9/2/2004
The Rand Group	1st Amendment	Jan-07
The Rand Group	2nd Amendment	Aug-08
The Rand Group	3rd Amendment	7/12/2010
The Rand Group	4th Amendment	9/2/2011
The Rand Group	4th Amendment	9/2/2011
The Rand Group	4th Amendment	9/2/2011
The Rand Group	4th Amendment	9/2/2011
The Rand Group	5th Amendment	2/3/2012
The Rand Group	6th Amendment	3/13/2012
The Rand Group	7th Amendment	7/27/2017
TW Telecom of Texas	Original Lease	5/25/2011

EXHIBIT C-1

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KBS SOR Austin Suburban Portfolio, LLC (Great Hills Plaza)

Tenant	Document	Date
Certified Management of Austin	Lease Agreement	3/31/2010
Certified Management of Austin	Lien Subordination Agreement	5/10/2010
Certified Management of Austin	Memorandum of Lease Commencement	6/14/2010
Certified Management of Austin	Landlords Lien Waiver	10/11/2012
Certified Management of Austin	1st Amendment	3/6/2015
Cintra	Lease Agreement	7/10/2012
Cintra	Memorandum of Lease Commencement	1/25/2013
Cintra	1st Amendment	8/20/2014
Cintra	Initial Certificate	3/18/2015
E2Open	Lease Agreement	9/9/2005
E2Open	Commencement Letter	9/28/2005
E2Open	1st Amendment	9/12/2008
E2Open	2nd Amendment	2/11/2011
E2Open	Letter of Credit	3/12/2013
E2Open	3rd Amendment	9/10/2014
E2Open	Expansion Commencement Letter	12/16/2014
E2Open	4th Amendment	6/14/2016
E2Open	5th Amendment	11/21/2016
Ferrovial Argoman US Corp	Lease Agreement	7/10/2012
Ferrovial Argoman US Corp	Amended and Restated Lease Agreement	10/15/2012
Ferrovial Argoman US Corp	Memorandum of Lease Commencement	12/11/2012
GSI Environmental, Inc	Lease Agreement	5/6/2011
GSI Environmental, Inc	Memorandum of Lease Commencement	10/3/2011
GSI Environmental, Inc	1st Amendment	9/17/2012
GSI Environmental, Inc	Memorandum of 1st Lease Amendments	2/15/2013
Guaranty dba Insurica	1st Amendment	8/10/2016
Guaranty dba Insurica	Commencement Letter	9/30/2016
Intera Incorporated	Lease Agreement	12/17/2016
Lee Hecht Harrison	8th Amendment	1/30/2014
OneAffiniti	Lease
Patten Law	1st Amendment	5/19/2009
Patten Law	2nd Amendment	1/25/2012

EXHIBIT C-1

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Patten Law	3rd Amendment	2/6/2017
RGN	2nd Amendment	12/13/2017
RTI Surgical	Lease Amendment	10/6/2015
Texas Trusted	Lease Agreement	5/1/2015
Texas Trusted	Letter of Commencement	5/1/2015

EXHIBIT C-1

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KBS SOR Austin Suburban Portfolio, LLC (Westech 360)

Tenant	Document	Date
Abel Law	Lease Agreement	10/1/2012
Abel Law	Commencement Letter	2/15/2013
Abel Law	1st Amendment	9/23/2013
Abel Law	Lease Sublease	12/3/2014
Advisa Mortgage	Guaranty	12/11/2015
Advisa Mortgage	Lease Agreement	1/1/2016
Apex Systems	Lease Agreement	6/20/2006
Apex Systems	Commencement Letter	10/9/2006
Apex Systems	1st Amendment	11/14/2011
Apex Systems	2nd Amendment	9/18/2014
Apex Systems	3rd Amendment	9/15/2016
Burns and McDonnell	Lease Agreement	7/1/2014
Burns and McDonnell	Commencement Letter- 2014	11/1/2014
Burns and McDonnell	1st Amendment	8/14/2015
Burns and McDonnell	Commencement Letter- 2016	1/25/2016
Caliber Home Loans	Lease Agreement	11/2/2012
Caliber Home Loans	Commencement Letter	2/15/2013
Caliber Home Loans	1st Amendment	9/1/2015
Carollo Engineers	Lease Agreement	4/23/2004
Carollo Engineers	Commencement Letter- 2004	7/19/2004
Carollo Engineers	Estoppel Certificate- 2004	11/9/2004
Carollo Engineers	1st Amendment	4/18/2007
Carollo Engineers	Commencement Letter- 2007	10/4/2007
Carollo Engineers	2nd Amendment	4/30/2009
Carollo Engineers	SNDA Agreement	10/5/2009
Carollo Engineers	3rd Amendment	6/10/2010
Carollo Engineers	4th Amendment	9/8/2010
Carollo Engineers	Estoppel Certificate- 2013	2/25/2013
Carollo Engineers	5th Amendment	10/11/2013
Chicago Title of Texas	Guaranty	10/7/2015
Chicago Title of Texas	Lease Agreement	10/21/2015
Chicago Title of Texas	Commencement Letter	4/15/2016
Constangy Brooks and Smith	Lease Agreement	10/26/2011
Constangy Brooks and Smith	Commencement Letter	4/6/2012

EXHIBIT C-1

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Constangy Brooks and Smith	Estoppel Certificate	3/1/2013
Constangy Brooks and Smith	1st Amendment	8/9/2016
D&S Residential	Lease Agreement	9/13/2013
D&S Residential	Commencement Letter	12/30/2013
FC Lending	Guaranty	12/11/2015
FC Lending	Lease Agreement	1/1/2016
First Continental	Lease Agreement 2004	10/12/2004
First Continental	1st Amendment	7/15/2010
First Continental	Commencement Letter	12/14/2010
First Continental	Estoppel Certificate	2/25/2013
First Continental	Lease Agreement 2016	1/1/2016
Flahive, Ogden & Latson	Lease Agreement	3/8/2011
Flahive, Ogden & Latson	Commencement Letter	5/31/2011
Flahive, Ogden & Latson	Estoppel Certificate	2/25/2013
Flahive, Ogden & Latson	1st Amendment	2/10/2014
Flahive, Ogden & Latson	Commencement Letter	2/28/2014
Flahive, Ogden & Latson	2nd Amendment	7/28/2017
Gamesalad	Lease Agreement	9/18/2013
Guardian Life Insurance	Lease Agreement	11/6/2015
Guardian Life Insurance	Commencement Letter	3/11/2016
Insurance Services Office	Lease Agreement	8/22/2014
Insurance Services Office	Commencement Letter	11/1/2014
Kevin Lange (Austin Financial Partners)	Lease Agreement	5/5/2005
Kevin Lange (Austin Financial Partners)	Commencement Letter	6/24/2005
Kevin Lange (Austin Financial Partners)	1st Amendment	4/3/2006
Kevin Lange (Austin Financial Partners)	2nd Amendment	7/21/2006
Kevin Lange (Austin Financial Partners)	Commencement Letter	7/26/2006
Kevin Lange (Austin Financial Partners)	Lease Subleases	9/29/2006
Kevin Lange (Austin Financial Partners)	3rd Amendment	4/30/2010

EXHIBIT C-1

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Kevin Lange (Austin Financial Partners)	4th Amendment	12/28/2012
Kevin Lange (Austin Financial Partners)	Estoppel Certificate	2/25/2013
Kevin Lange (Austin Financial Partners)	5th Amendment	7/10/2014
Kevin Lange (Austin Financial Partners)	6th Amendment	9/1/2015
Kevin Lange (Austin Financial Partners)	Commencement Letter	2/26/2016
Kuper Sotheby	Temporary Occupancy Agreement	7/22/2015
Kuper Sotheby	Lease Agreement	10/6/2015
Kuper Sotheby	Commencement Letter	2/10/2016
Lockwood, Andrews, and Newman	Lease Agreement	10/27/2014
Lockwood, Andrews, and Newman	1st Amendment	3/10/2015
Lockwood, Andrews, and Newman	Commencement Letter	3/30/2015
Lockwood, Andrews, and Newman	Commencement Letter	5/11/2015
Maxpoint Interactive Inc	Estoppel Certificate	5/15/2012
Maxpoint Interactive Inc	Lease Agreement	5/17/2012
Maxpoint Interactive Inc	Commencement Letter	8/31/2012
Maxpoint Interactive Inc	Letter of Credit	7/8/2013
Maxpoint Interactive Inc	Letter of Credit	8/8/2014
Maxpoint Interactive Inc	1st Amendment	11/13/2014
Maxpoint Interactive Inc	1st Amendment Commencement Letter	3/17/2015
Maxpoint Interactive Inc	2nd Amendment	6/2/2015
Maxpoint Interactive Inc	2nd Amendment Commencement Letter	12/23/2015
Priority Home Mortgage	Guaranty	12/10/2015
Priority Home Mortgage	Lease Agreement	1/1/2016
Prudential Insurance Company	Lease Agreement	10/10/2005
Prudential Insurance Company	Commencement Letter	3/7/2006
Prudential Insurance Company	1st Amendment	5/6/2010
Prudential Insurance Company	2nd Amendment	4/23/2012
Prudential Insurance Company	Estoppel Certificate	2/25/2013
Prudential Insurance Company	3rd Amendment	5/14/2015

EXHIBIT C-1

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ROKU	Occupancy Agreement	12/16/2013
ROKU	1st Amendment to Occupancy	3/27/2014
ROKU	Lease Agreement	3/27/2014
ROKU	Commencement Letter	7/1/2014
ROKU	1st Amendment to Lease	1/26/2016
ROKU	Commencement Letter	2/29/2016
Schwegman Lundberg and Woessner	Lease Agreement	1/3/2006
Schwegman Lundberg and Woessner	Commencement Letter	3/16/2006
Schwegman Lundberg and Woessner	1st Amendment	1/30/2009
Schwegman Lundberg and Woessner	2nd Amendment	3/8/2012
Schwegman Lundberg and Woessner	Estoppel Certificate	2/25/2013
Schwegman Lundberg and Woessner	3rd Amendment	2/4/2015
Smart Choice Mortgage	Guaranty	12/10/2015
Smart Choice Mortgage	Lease Agreement	1/1/2016
Southern Lending Services	Commencement Letter	9/1/2014
Southern Lending Services	Guaranty	12/10/2015
Southern Lending Services	Lease Agreement	1/1/2016
Tetra Tech	Lease Agreement	11/30/2011
Tetra Tech	Commencement Letter	3/2/2012
Tetra Tech	Estoppel Certificate	2/25/2013
Tetra Tech	1st Amendment	5/19/2016
Texas Teachers of Tomorrow	Lease Agreement	4/23/2008
Texas Teachers of Tomorrow	1st Amendment	1/29/2013
Texas Teachers of Tomorrow	Estoppel Certificate	2/25/2013
Texas Teachers of Tomorrow	2nd Amendment	5/24/2016
Time Warner	License Agreement	1/1/2013
Time Warner	Estoppel Certificate	3/7/2013
Towers Watson	Lease Agreement	1/30/2014
Towers Watson	Commencement Letter	4/28/2014
TW Telecom	License Agreement	7/6/2005

EXHIBIT C-1

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TW Telecom	License Amendment	5/1/2012
TW Telecom	Estoppel Certificate	2/25/2013
William Powers	Lease Agreement	9/19/2013
William Powers	1st Amendment	9/20/2013
William Powers	Commencement Letter	11/1/2013
Yorktown Technologies	Commencement Letter	11/1/2013
Yorktown Technologies	Commission Agreement	12/9/2014
Yorktown Technologies	Lease Abstract	12/12/2014
Yorktown Technologies	Lease Agreement	12/12/2014
Yorktown Technologies	Termination Agreement	7/27/2017

EXHIBIT C-1

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KBS SOR Westmoor Center, LLC

Tenant	Document	Date
Amazing Care Home Health Services, Inc.	Lease	4/27/2007
Amazing Care Home Health Services, Inc.	1st Amendment	9/30/2010
Amazing Care Home Health Services, Inc.	2nd Amendment	11/13/2015
Asset Protect One, Inc.	Lease	6/15/2017
AT&T (New Cingular Wireless)	Lease	2/8/2007
Ball Aerospace Technologies Corp.	Lease	9/14/1998
Ball Aerospace Technologies Corp.	1st Amendment	1/29/1999
Ball Aerospace Technologies Corp.	2nd Amendment	3/16/2003
Ball Aerospace Technologies Corp.	3rd Amendment	9/25/2003
Ball Aerospace Technologies Corp.	4th Amendment	11/1/2004
Ball Aerospace Technologies Corp.	5th Amendment	4/1/2006
Ball Aerospace Technologies Corp.	6th Amendment	7/15/2006
Ball Aerospace Technologies Corp.	7th Amendment	2/25/2011
Ball Aerospace Technologies Corp.	8th Amendment	10/1/2015
Ball Aerospace Technologies Corp.	9th Amendment	9/29/2015
Ball Packaging Corp (Assignment Ball Aerospace Technologies Corp.)	7th Amendment	7/29/2016
Cabelas, Inc.	Lease	10/15/2012
Finali Corp.	Lease	1/7/2017
Finali Corp.	1st Amendment	7/26/2000
Finali Corp.	2nd Amendment	11/1/2001
Finali Corp.	3rd Amendment	6/15/2006
Finali Corp.	4th Amendment	2/15/2010
Convergys Customer Management Group Inc.	5th Amendment	5/31/2013
Convergys Customer Management Group Inc.	6th Amendment	8/30/2015
The United States of American (GSA_IRS)	Lease	4/19/2004
The United States of American (GSA_IRS)	Lease	1/26/2015
Health Inventures LLC	Lease	9/28/2011
Health Inventures (subtenant 3xLogic)	Consent to Sublease	6/24/2014
Health Inventures (subtenant 3xLogic)	1st Amendment	2/23/2016

EXHIBIT C-1

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HID Global Corporation	Lease	3/31/2007
HID Global Corporation	Consent to Sublease	9/29/2009
HID Global Corporation (sub tenant Idol Minds)	Consent to Sublease	8/30/2017
Nextaction Corporation	Lease	1/1/2005
Nextaction Corporation	1st Amendment	3/8/2006
Nextaction Corporation	2nd Amendment	9/15/2007
Datalogix Inc. (fka Nextaction)	3rd Amendment	2/15/2011
Datalogix Inc. (fka Nextaction)	4th Amendment	10/1/2012
Datalogix Inc. (fka Nextaction)	5th Amendment	2/15/2013
Oracle (fka Datalogix, Next Action)	Lease
Tandberg Data Corporation	Lease	6/1/2010
Overland Storage Inc. (successor Tandberg Data Corp.)	1st Amendment	9/2/2015
The Reed Group Ltd.	Lease	2/1/2004
The Reed Group Ltd.	1st Amendment	7/24/2004
The Reed Group Ltd.	2nd Amendment	12/7/2004
The Reed Group Ltd.	3rd Amendment	6/15/2006
The Reed Group Ltd.	4th Amendment	1/31/2010
The Reed Group Ltd.	5th Amendment	3/15/2013
The Reed Group Ltd.	6th Amendment	8/1/2013
The Reed Group Ltd.	7th Amendment	5/15/2014
The Reed Group Ltd.	8th Amendment	9/3/2014
The Reed Group Ltd.	9th Amendment	4/29/2016
Trangen Inc., dba Sandwich Board	Lease	2/8/2007
Trangen Inc., dba Sandwich Board	1st Amendment	11/30/2007
Trangen Inc., dba Sandwich Board	2nd Amendment	6/15/2012
Fidelity National Title Insurance Company	Lease	4/1/2003
Fidelity National Title Insurance Company	1st Amendment	6/15/2007
FIS Asset Management Solutions Inc. (Assignor Fidelity National)	2nd Amendment	11/1/2007
FIS Asset Management Solutions Inc.	3rd Amendment	2/15/2008
FIS Asset Management Solutions Inc.	4th Amendment	3/31/2008
LPS Asset Management Solutions Inc. (former FIS Asset)	5th Amendment	8/25/2008
LPS Field Services, Inc. (successor LPS Asset)	6th Amendment	1/4/2013
Servicelink Field Services, LLC (successor LPS Field Services)	7th Amendment	10/12/2017

EXHIBIT C-1

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Qwest Wireless LLC (Sprint)	Lease	8/6/2001
Qwest Wireless LLC (Sprint)	1st Amendment	8/6/2001
Atlas Pipeline Mid Continent Westok LLC (Targa Resources)	Lease	9/1/2007
Atlas Pipeline Mid Continent Westok LLC (Targa Resources)	Sublease
Atlas Pipeline Mid Continent Westok LLC (Targa Resources)	1st Amendment	2/15/2010
Atlas Pipeline Mid Continent Holding LLC (assignor Atlas Continent Westok)	2nd Amendment	11/18/2013
Atlas Pipeline Mid Continent Holding LLC (sublease Southwest Holdings Corp.)	Consent to Sublease	9/11/2017
Tegile Systems, Inc.	Lease	1/9/2015
Tegile Systems, Inc. (sublease HGST, Inc.)	Consent to Sublease	9/12/2017
WEBPT, Inc.	Lease	1/13/2016
Zimmer Biomet Spine, Inc.	Lease	2/22/2016

EXHIBIT C-1

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KBS SOR Maitland Promenade II, LLC

Tenant	Document	Date
Akerman LLC	Lease Agreement	12/27/2011
Akerman LLC	1st Amendment to Lease	4/4/2012
Akerman LLC	Commencement Agreement	2/4/2013
Akerman LLC	2nd Amendment to Lease	2/22/2013
Akerman LLC	3rd Amendment to Lease Agreement	3/11/2016
Akerman LLC	Commencement Agreement	12/8/2016
AmTrust North America	Lease Agreement	8/11/2011
AmTrust North America	1st Amendment to Lease	1/3/2012
AmTrust North America	Commencement Agreement	4/16/2012
AmTrust North America	Consent by Landlord to Assignment of Lease	12/22/2014
AmTrust North America	Assignment and Assumption of Lease	12/22/2014
AmTrust North America	2nd Amendment to Lease Agreement	6/3/2016
AmTrust North America	Commencement Agreement	12/8/2016
Angela Hanif Corp	Office Lease	9/8/2014
Angela Hanif Corp	1st Amendment to Office Lease	5/1/2017
Centene Management	Lease Agreement	7/31/2013
Centene Management	1st Amendment to Lease Agreement	3/3/2014
Centene Management	2nd Amendment to Lease Agreement	12/22/2016
Embrace Home Loans	Lease Agreement	10/5/2012
Embrace Home Loans	Commencement Agreement	11/26/2012
Embrace Home Loans	Sublease	2/23/2015
Embrace Home Loans	Consent by Landlord to Sublease	3/6/2015
New York Life Insurance	Lease Agreement	1/5/2011
New York Life Insurance	1st Amendment to Lease	2/19/2014
New York Life Insurance	2nd Amendment to Lease Agreement	11/30/2016
Principal Life Insurance	Office Lease	3/25/2016
Principal Life Insurance	Tenant’s Initial Certificate	7/15/2016
Sonepar Management US	Office Lease	9/11/2015
Sonepar Management US	Tenant’s Initial Certificate	3/21/2016
Sonepar Management US	Tenant’s Initial Certificate	5/10/2016
Taylor Morrison Home Funding	Office Lease - Lease A	3/6/2014

EXHIBIT C-1

Page 34

Taylor Morrison Home Funding	Office Lease - Lease B	3/6/2014
United Healthcare Services, Inc.	4th Amendment to Lease	2009
United Healthcare Services, Inc.	1st Amendment to Lease Agreement	5/23/2002
United Healthcare Services, Inc.	Multitenant Office Lease Agreement	5/28/2002
United Healthcare Services, Inc.	1st Amendment to Lease Agreement	4/8/2003
United Healthcare Services, Inc.	2nd Amendment to Lease Agreement	11/6/2003
United Healthcare Services, Inc.	2nd Amendment to Lease Agreement	3/30/2004
United Healthcare Services, Inc.	3rd Amendment to Office Lease Agreement	4/30/2006
United Healthcare Services, Inc.	3rd Amendment Commencement Notification	7/10/2006
United Healthcare Services, Inc.	5th Amendment to Lease	8/1/2013
United Healthcare Services, Inc.	Sublease Agreement	5/1/2015
United Healthcare Services, Inc.	6th Amendment to Lease Agreement	8/24/2015
United Healthcare Services, Inc.	Consent by Landlord to Sublease Agreement	8/24/2015
United Healthcare Services, Inc.	Commencement Date Memorandum
United Healthcare Services, Inc.	Commencement Date Memorandum
Zurich American Insurance	Lease Agreement	7/11/2012
Zurich American Insurance	Commencement Agreement	12/10/2012
Zurich American Insurance	1st Amendment to Lease Agreement	7/17/2014
Zurich American Insurance	Commencement Agreement	2/17/2015

EXHIBIT C-1

Page 35

KBS SOR Plaza Bellevue, LLC

Tenant Name	Document Name	Date
Union Bank Suite 1250	Lease	11/14/2007
Union Bank Suite 1250	1st Amendment	7/27/2011
Union Bank Suite 100	Lease	8/18/2004
Union Bank Suite 100	1st Amendment	12/7/2005
Union Bank Suite 100	2nd Amendment	11/14/2007
Union Bank Suite 100	3rd Amendment	2/5/2009
Union Bank Suite 100	4th Amendment	10/31/2013
Y&M Investments, LLC	Lease	3/26/2007
Y&M Investments, LLC	1st Amendment	1/31/2011
Y&M Investments, LLC	2nd Amendment	8/23/2013
Y&M Investments, LLC	3rd Amendment	10/17/2016
Cytec Engineered Materials	Lease	8/26/2011
Cytec Engineered Materials	1st Amendment	12/22/2016
InfoAdvantage	Lease	2/2/2009
InfoAdvantage	1st Amendment	8/8/2013
Humanpoint	Lease	9/27/2016
Insight Global	Lease	9/22/2014
Insight Global	1st Amendment	12/19/2014
Insight Global	2nd Amendment	3/13/2017
Explore Consulting	Lease	2/23/2006
Explore Consulting	1st Amendment	9/26/2007
Explore Consulting	2nd Amendment	3/17/2011
Explore Consulting	3rd Amendment	10/16/2017
JeffreyM	Lease	7/23/2013
JeffreyM	1st Amendment	8/13/2013
JeffreyM	2nd Amendment	4/30/2014
JeffreyM	3rd Amendment	6/30/2014
JeffreyM	4th Amendment	5/4/2015
JeffreyM	5th Amendment	6/30/2016
JeffreyM	6th Amendment	2/16/2017
JeffreyM	7th Amendment	6/8/2017
MobileIron	Lease	8/18/2015

EXHIBIT C-1

Page 36

Futurewei	Lease	2/22/2016
Futurewei	1st Amendment	7/21/2017
SGN	Lease	3/8/2016
Perfect Bland	Lease	3/23/2017
TenCent America	Lease	7/21/2017
TenCent America	1st Amendment	10/16/2017
BluLink	Lease	9/19/2017
Evergreen Shipping	Lease	7/29/2011
Evergreen Shipping	1st Amendment	1/5/2017
Auth0	Lease	4/22/2016
Standard Insurance Company	Lease	8/23/2012
Baidu	Lease	8/29/2017
Caliber Home Loans	Lease	8/6/2015
Blucora	Lease	7/13/2012
Blucora	Consent to Sublease	4/19/2017
Xevo	Lease	8/21/2017
Premier Office Centers	Lease	3/15/2011
EventPoint	Lease	11/9/2014
EventPoint	Consent to Sublease	1/25/2016
Jackson Family Enterprises	Lease	4/21/2017
WFG	Lease	12/10/2014
WFG	1st Amendment	7/27/2015
Dahlin Group	Lease	3/30/2016
Dahlin Group	1st Amendment	PENDING
Highland Private Wealth	Lease	6/16/2017

EXHIBIT C-1

Page 37

Highland Private Wealth	1st Amendment	8/21/2017
JP Morgan Chase	Lease	2/15/2008
JP Morgan Chase	1st Amendment	8/27/2008
JP Morgan Chase	2nd Amendment	6/1/2012
JP Morgan Chase	3rd Amendment	PENDING
IDP Insurance Brokers	Lease	8/20/2013
IDP Insurance Brokers	Consent to Sublease	12/17/2015
IDP Insurance Brokers	Consent to Sub-Sublease	8/3/2017
HNN	Lease	11/27/2013
HNN	1st Amendment	12/5/2014
HNN	2nd Amendment	11/30/2016
Construx Software	Lease	3/24/2006
Construx Software	1st Amendment	5/18/2011
Construx Software	2nd Amendment	10/21/2011
G Russell Knobel & Associates	Lease	4/1/2011
Stephens & Klinge	Lease	6/25/2012
Wells Fargo	Lease	10/3/2005
Wells Fargo	1st Amendment	11/18/2008
Wells Fargo	2nd Amendment	7/28/2011
Wells Fargo	3rd Amendment	12/19/2014
Applause App Quality	Lease	4/25/2014
Applause App Quality	Consent to Sublease	3/25/2016
Vanir Construction Management	Lease	3/11/2004
Vanir Construction Management	1st Amendment	2/1/2005
Vanir Construction Management	2nd Amendment	2/28/2010
Vanir Construction Management	3rd Amendment	11/6/2014
Ikkoryu	Lease	11/9/2015
Concord Ventures	Lease	1/28/2009

EXHIBIT C-1

Page 38

Concord Ventures	1st Amendment	11/22/2010
Concord Ventures	2nd Amendment	12/16/2015
Concord Ventures	3rd Amendment	2/9/2017
The Triad Group	Lease	5/9/2002
The Triad Group	1st Amendment	7/29/2003
The Triad Group	2nd Amendment	12/31/2007
The Triad Group	3rd Amendment	6/23/2008
The Triad Group	4th Amendment	1/10/2013
City of London	Lease	9/11/2015
Penn Mutual Life Insurance	Lease	12/23/2003
Penn Mutual Life Insurance	1st Amendment	2/17/2004
Penn Mutual Life Insurance	2nd Amendment	3/10/2006
Penn Mutual Life Insurance	3rd Amendment	6/3/2008
Penn Mutual Life Insurance	4th Amendment	10/27/2010
Financial Resources Group	Lease	10/1/2004
Financial Resources Group	1st Amendment	1/31/2007
Financial Resources Group	2nd Amendment	4/26/2010
Financial Resources Group	3rd Amendment	3/21/2013
Financial Resources Group	Consent to Assign	11/3/2015
Financial Resources Group	4th Amendment	3/30/2016
Washington 2 Advocates	Lease	6/24/2005
Washington 2 Advocates	1st Amendment	7/21/2010
Ranstad Professionals	Lease	2/15/2017
Ranstad Professionals	1st Amendment	3/14/2012
Ranstad Professionals	2nd Amendment	7/9/2013
GA Creative	Lease	8/26/2005
GA Creative	1st Amendment	7/20/2012
GA Creative	Consent to Sublease	10/26/2015
Gene Piculell	Lease	11/12/2004
Gene Piculell	1st Amendment	4/28/2010
Gene Piculell	2nd Amendment	1/16/2015
Huawei Technologies	Lease	6/1/2017
Level 3 Communications	Lease	4/1/2016

EXHIBIT C-1

Page 39

Seattle SMSA Limited Partner	Lease	3/16/2014
Seattle SMSA Limited Partner	1st Amendment	6/1/2015
Comcast Cable	Lease	8/31/2012
Communications
Redmond Cleaners	Lease	6/20/2002
United Parcel Services	Lease	2/17/2014
Cogent Communications	Lease	6/13/2011
Cogent Communications	1st Amendment	5/14/2012
Integra Telecom Holdings	License Agreement	7/2/2014
Visa USA - Storage	Storage Lease	1/1/2017
US Bank National Association	Lease	11/19/2003
US Bank National Association	1st Amendment	6/24/2004
US Bank National Association	2nd Amendment	10/19/2005
US Bank National Association	3rd Amendment	6/18/2013
Transwestern Commercial Services	Lease	10/10/2014
Lani Cao	Lease	10/31/2013
Birkeland & Cespedes	Lease	12/21/2010
Birkeland & Cespedes	1st Amendment	1/12/2011
Nintex USA	Lease	4/3/2012
Nintex USA	1st Amendment	7/23/2013
Nintex USA	2nd Amendment	10/3/2013
Nintex USA	3rd Amendment	10/28/2013
Nintex USA	4th Amendment	3/2/2015
Nintex USA	5th Amendment	5/13/2015
Visa	Lease	10/8/2012
Pointmarc	Lease	2/19/2014
Pointmarc	1st Amendment	10/1/2014
Pointmarc	2nd Amendment	1/27/2016

EXHIBIT C-1

Page 40

Aslakson Financial Group	Lease	8/28/2012
T-Mobile West	Lease	10/31/2012
Comcast Cable	Lease	8/22/2012
Communications
Integra	Lease	10/3/2014
New Cingular Wireless	Lease	6/1/2015
Level 3 Communications	Lease	7/1/2015

EXHIBIT C-1

Page 41

EXHIBIT D

Intentionally Deleted

EXHIBIT D

Page 1

EXHIBIT E

State-Specific Deliverables

CALIFORNIA

KBS SOR Iron Point, LLC and Keppel-KBS Iron Point, Inc.

1. A California Natural Hazard Disclosure Statement in the form attached to this Agreement as Schedule 3, executed by KBS SOR Iron Point, LLC and Keppel-KBS Iron Point, Inc.

COLORADO

KBS SOR Westmoor Center, LLC and Keppel-KBS Westmoor Center, Inc.

2. A Colorado Department of Revenue Form 1083 – Information with Respect to Conveyance of a Colorado Real Property Interest, executed by KBS SOR Westmoor Center, LLC.

3. A Real Property Transfer Declaration (TD-1000), executed by Keppel-KBS Westmoor Center, Inc.

GEORGIA

KBS SOR Powers Ferry Landing East, LLC and KBS SOR Northridge, LLC

4. Executed affidavits that no broker’s services have been engaged with regard to the management, sale, purchase, lease, option, or other conveyance of an interest in any Property located in Georgia and that no notice(s) of lien for any such services has been received. In the event that the affidavit contains any qualification with respect to any such services, proof of payment in full for all such services, together with a lien waiver or estoppel letter from such identified broker(s) must be delivered.

5. Executed Affidavits of Seller’s Gain or similar documents establishing that such Seller Party has no gain to be recognized from the sale of any Property located in Georgia against which the withholding imposed by O.C.G.A. Section 48-7-128 is to be applied or is exempt from such withholding.

Keppel-KBS Powers Ferry Landing, Inc. and Keppel-KBS Northridge Center, Inc.

6. Executed affidavits that no broker’s services have been engaged with regard to the management, sale, purchase, lease, option, or other conveyance of an interest in any Property located in Georgia and that no notice(s) of lien for any such services has been received. In the event that the affidavit contains any qualification with respect to any

EXHIBIT E

Page 1

such services, proof of payment in full for all such services, together with a lien waiver or estoppel letter from such identified broker(s) must be delivered.

FLORIDA – NONE

TEXAS - NONE

WASHINGTON - NONE

EXHIBIT E

Page 2

EXHIBIT F

Form of Assignment of Leases and

Contracts and

Bill of Sale

(Attached)

EXHIBIT F

Page 1

ASSIGNMENT OF LEASES AND CONTRACTS AND BILL OF SALE

This Assignment of Leases and Contracts and Bill of Sale (this “Assignment”) is executed and delivered as of the          day of                 , 20     (the “Closing Date”) pursuant to that certain Purchase and Sale Agreement and Escrow Instructions (“Agreement”) dated                 , 20    , by and between                             , a                             (“Seller”), and                             , a                              (“Buyer”), covering the real property described in Exhibit A attached hereto (“Property”).

7.        Sale of Personalty. For good and valuable consideration, Seller hereby sells, transfers, sets over and conveys to Buyer the following (the “Personal Property”):

(a)        Tangible Personalty. All of Seller’s right, title and interest, if any, in and to all the furniture, fixtures, equipment, and other tangible personal property listed on Exhibit B attached hereto or otherwise located in or on the Property to the extent owned by Seller; and

(b)        Intangible Personalty. All the right, title and interest of Seller, if any, in and to assignable licenses and permits relating to the operation of the Property, assignable guaranties and warranties from any contractor, manufacturer or other person in connection with the construction or operation of the Property, and all other intangible property used exclusively in connection with the Property.

8.        Assignment of Leases and Contracts. For good and valuable consideration, Seller hereby assigns, transfers, sets over and conveys to Buyer, and Buyer hereby accepts the following:

(a)        Leases. All of the Seller’s right, title and interest in and to all tenant leases relating to the Property, including, without limitation, the tenant leases listed in Exhibit C-1 and Exhibit C-2 attached hereto (“Leases”);

(b)        Contracts and Agreements. Seller’s right, title and interest in and to the contracts and agreements described in Exhibit D-1 and Exhibit D-2 attached hereto (the “Contracts”).

9.        Assumption. Buyer hereby assumes the obligations of Seller under (a) the Leases listed on Exhibit C-1 attached hereto arising from and after the Closing Date, (b) the Leases listed on Exhibit C-2 attached hereto whether arising before or after the Closing Date, (c) the Contracts listed on Exhibit D-1 attached hereto arising from and after the Closing Date, (d) the Contracts listed on Exhibit D-2 attached hereto arising before or after the Closing Date, and (e) that certain leasing agreement dated                     , entered into by and between Seller and                     , but only to the extent of any leasing commissions hereafter payable thereunder arising out of the lease of space in the Property by Buyer after the date of this Assignment, and shall defend, indemnify and hold harmless Seller from and against any liability, damages, causes of action, expenses, and attorneys’ fees incurred by Seller by reason of the failure of Buyer to fulfill, perform, discharge, and observe its obligations with respect to the Leases or the Contracts.

EXHIBIT F

Page 2

10.        Agreement Applies. Except as may otherwise be provided in the Agreement, the Contracts and Leases are being assigned and transferred, and the Personal Property is being transferred, to Buyer on an “as is,” and “where is” basis, with all faults, and without any representation or warranty, all of which Seller hereby disclaims, all as more particularly set forth in Section 11.1 of the Agreement, which Section shall be, and hereby is, incorporated herein by reference.

11.        Counterparts. This Assignment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, with the same effect as if all parties had signed the same signature page.

12.        Attorneys’ Fees. In any action between the parties to enforce any of the terms or provisions of this Assignment, the prevailing party in the action shall be entitled to recover from the non-prevailing party, in addition to damages, injunctive relief or other relief, and its reasonable costs and expenses, including, without limitation, costs and reasonable attorneys’ fees (including on appeal).

13.        Merger. This Assignment and the Agreement contain the entire understanding between the parties relating to their subject matter. All prior and contemporaneous agreements and understandings, whether oral or written, are superseded by this Assignment and the Agreement. This Assignment may only be modified in writing executed by both Buyer and Seller. Nothing contained in this Assignment is intended to terminate or affect the validity of any of the representations or warranties contained in the Agreement.

14.        Miscellaneous. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, executors, administrators, successor-in-interest and assigns. If any term or provision of this Assignment shall be held invalid or unenforceable, the remainder of this Assignment shall not be affected. This Assignment shall be construed in accordance with and governed by the laws of the State of [_________]. Nothing in this Assignment shall impair, limit or lessen any of the rights of the parties with respect to the provisions of the Agreement which were intended to survive the Closing Date. Nothing in this Assignment, express or implied, is intended to confer upon any person or entity, other than the parties hereto and their respective successors and assigns, any rights or remedies.

EXHIBIT F

Page 3

IN WITNESS WHEREOF, the undersigned have caused this instrument to be executed as of the date written above.

[Signature Pages to Follow]

EXHIBIT F

Page 4

SELLER:

a

BUYER:

a

EXHIBIT F

Page 5

EXHIBIT A

DESCRIPTION OF PROPERTY

[ATTACHED]

EXHIBIT F

Page 6

EXHIBIT B

DESCRIPTION OF TANGIBLE PROPERTY

[ATTACHED]

EXHIBIT F

Page 7

EXHIBIT C-1

LIST OF LEASES UNDER WHICH BUYER ASSUMES

OBLIGATIONS AFTER THE CLOSING DATE

[ATTACHED]

EXHIBIT F

Page 8

EXHIBIT C-2

LIST OF LEASES UNDER WHICH BUYER ASSUMES

OBLIGATIONS BEFORE AND AFTER THE CLOSING DATE

[ATTACHED]

EXHIBIT F

Page 9

EXHIBIT D-1

LIST OF CONTRACTS UNDER WHICH BUYER ASSUMES

OBLIGATIONS AFTER THE CLOSING DATE

[ATTACHED]

EXHIBIT F

Page 10

EXHIBIT D-2

LIST OF CONTRACTS UNDER WHICH BUYER ASSUMES

OBLIGATIONS BEFORE AND AFTER THE CLOSING DATE

[ATTACHED]

EXHIBIT F

Page 11

EXHIBIT G

Form of FIRPTA Affidavit

(Attached)

EXHIBIT G

Page 1

FIRPTA CERTIFICATE

                                  (“Member”) is the sole owner of                                  (“Seller”). Seller, a disregarded entity for U.S. tax purposes, is the transferor of certain real property more particularly described on Exhibit A attached hereto (the “Property”).

Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”) provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445 of the Code), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee that withholding of tax will not be required in connection with the disposition of the Property pursuant to that certain Purchase and Sale Agreement and Escrow Instructions dated as of                             , 20    , by and between                         , a                          (“Buyer”) and Seller, the undersigned certifies the following on behalf of Member:

1.           Member is not a foreign corporation, foreign Company, foreign trust or foreign estate, as those terms are defined in the Code and the regulations promulgated thereunder;

2.           Member is not a disregarded entity as defined in Treasury Regulations §1.1445- 2(b)(2)(iii),

3. Member’s U.S. employer identification number is                         , and

4. Member’s address is: 800 Newport Center Drive, Suite 700, Newport Beach, California 92660.

It is understood that this certificate may be disclosed to the Internal Revenue Service and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined the foregoing certification and, to the best of my knowledge and belief, it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Member.

Date:                                     , 20        

EXHIBIT G

Page 2

Exhibit A

Legal Description

(Attached)

EXHIBIT G

Page 3

EXHIBIT H

Form of Tenant Notice

(Attached)

EXHIBIT H

Page 1

NOTICE TO TENANTS

[Date]

[Project Name]

[Address]

[City/State/ZIP]

Dear Tenant:

Notice is hereby given to the tenants of                              (the “Property”) that                                         , a                                          (“Seller”), the current owner of the Property, has sold the Property to                                         , a                                          (“Buyer”) effective [date of takeover]. Buyer has assumed all of the obligations of landlord under your lease, including any obligations with respect to your security deposit, if any, which has been transferred to Buyer.

Sincerely,

“SELLER”

a                                                                       

“BUYER”

a                                                                       

EXHIBIT H

Page 2

EXHIBIT I

Form of Owners Affidavit

TITLE ORDER:

ESCROW ORDER:

PROPERTY:

COUNTY:

STATE:

                                                 , a                                                   (“Seller”), as seller, and                                                      , a                                                               (“Buyer”), as buyer, are parties to that certain Purchase and Sale Agreement and Escrow Instructions (the “Purchase Agreement”) dated                                     , 20    , as the same has been amended and modified, relating to the improved real property (the “Real Property”) referred to in Exhibit “A” attached hereto and made a part hereof.

In connection with the consummation of the transactions contemplated by the Purchase Agreement, Seller hereby represents and warrants to First American Title Insurance Company the following:

1. Seller is a limited liability company organized and validly existing under the laws of the State of                                     .

2. To Seller’s actual knowledge, (i) Seller’s operating agreement is in full force and effect, and (ii) no proceedings are pending for the dissolution of the Seller.

3. To Seller’s actual knowledge, the leases described on Exhibit “B” attached hereto constitute all of the written leases affecting the Real Property with the current tenants of the Real Property.

4. To Seller’s actual knowledge, except as disclosed in Exhibit ”C” attached hereto and made a part hereof, (a) there is no capital improvement work currently being constructed (or that was constructed during the last 3 months) on the Real Property that is the subject of a written contract with Seller which could give rise to a mechanic’s or materialman’s lien on the Real Property, and (b) Seller has not entered into any contracts for the furnishing of labor, materials, or services for construction purposes with respect to the Real Property to be furnished subsequent to the date of this affidavit.

5. Seller shall not hereafter cause any encumbrances or other instruments to be recorded against the Property (other than the recording of a deed (the “Deed”) transferring fee title to the Real Property to                         ) through the date the Deed is recorded in                      County,                         .

For purposes hereof, the “actual knowledge” of Seller shall be limited to the actual knowledge (and not implied, imputed, or constructive) of                                          (whom the Seller represents is the asset manager for the Real Property), with no duty of inquiry. Notwithstanding anything contained herein to the contrary, the representations and warranties set forth in this

EXHIBIT I

Page 1

Owner’s Affidavit shall only survive the closing of the transactions contemplated by the Purchase Agreement for one (1) year, after which date this Owner’s Affidavit shall be of no further force or effect and First American Title Insurance Company shall have no further rights hereunder (notwithstanding that one or more of the representations and/or warranties set forth herein may prove to be incorrect). This Owner’s Affidavit is being executed for the sole and exclusive benefit of First American Title Insurance Company and no other party or person shall have any rights hereunder.

Executed as of                     , 20    

[SIGNATURES ON NEXT PAGE]

EXHIBIT I

Page 2

SELLER:

a                                                                       

EXHIBIT I

Page 3

EXHIBIT J

Florida Department of Community Affairs Energy Efficiency Rating Disclosure

(Attached)

EXHIBIT J

Page 1

EXHIBIT J

Page 2

EXHIBIT J

Page 3

EXHIBIT K

Washington Disclosure Statement

(Attached)

EXHIBIT K

Page 1

THE PLAZA BUILDINGS

NOTICE TO THE BUYER

THE FOLLOWING DISCLOSURES ARE MADE BY SELLER ABOUT THE CONDITION OF THE PROPERTY LOCATED AT 2002-2018 156^TH AVENUE NE, AND 15801-15805 NE 24^TH STREET, CITY OF BELLEVUE, COUNTY OF KING (“THE PROPERTY”) OR AS LEGALLY DESCRIBED ON THE ATTACHED EXHIBIT A. SELLER MAKES THE FOLLOWING ENVIRONMENTAL DISCLOSURES OF EXISTING MATERIAL FACTS OR MATERIAL DEFECTS TO BUYER BASED ON SELLER’S ACTUAL KNOWLEDGE OF THE PROPERTY AT THE TIME SELLER COMPLETES THIS DISCLOSURE STATEMENT. UNLESS YOU AND SELLER OTHERWISE AGREE IN WRITING, YOU HAVE THREE (3) BUSINESS DAYS FROM THE DAY SELLER OR SELLER’S AGENT DELIVERS THIS DISCLOSURE STATEMENT TO YOU TO RESCIND THE AGREEMENT BY DELIVERING A SEPARATELY SIGNED WRITTEN STATEMENT OF RESCISSION TO SELLER OR SELLER’S AGENT. IF THE SELLER DOES NOT GIVE YOU A COMPLETED DISCLOSURE STATEMENT, THEN YOU MAY WAIVE THE RIGHT TO RESCIND PRIOR TO OR AFTER THE TIME YOU ENTER INTO A PURCHASE AND SALE AGREEMENT.

    THE FOLLOWING ARE DISCLOSURES MADE BY SELLER AND ARE NOT THE REPRESENTATIONS OF ANY REAL ESTATE LICENSEE OR OTHER PARTY. THIS INFORMATION IS FOR DISCLOSURE ONLY AND IS NOT INTENDED TO BE A PART OF ANY WRITTEN AGREEMENT BETWEEN BUYER AND SELLER.

    FOR A MORE COMPREHENSIVE EXAMINATION OF THE SPECIFIC CONDITION OF THIS PROPERTY YOU ARE ADVISED TO OBTAIN AND PAY FOR THE SERVICES OF QUALIFIED EXPERTS TO INSPECT THE PROPERTY, WHICH MAY INCLUDE, WITHOUT LIMITATION, ARCHITECTS, ENGINEERS, LAND SURVEYORS, PLUMBERS, ELECTRICIANS, ROOFERS, BUILDING INSPECTORS, ON-SITE WASTEWATER TREATMENT INSPECTORS, OR STRUCTURAL PEST INSPECTORS. THE PROSPECTIVE BUYER AND SELLER MAY WISH TO OBTAIN PROFESSIONAL ADVICE OR INSPECTIONS OF THE PROPERTY OR TO PROVIDE APPROPRIATE PROVISIONS IN A CONTRACT BETWEEN THEM WITH RESPECT TO ANY ADVICE, INSPECTION, DEFECTS OR WARRANTIES.

EXHIBIT K

Page 2

ENVIRONMENTAL
[X ] Yes	[ ] No	[ ] Don’t	*A. Have there been any flooding, standing water, or drainage problems
		know	on the property that affect the property or access to the property?
			On 6/25/17, a water line to the coffee maker in Suite 300 came loose and
			caused a water leak. The water was immediately mitigated and repairs
			to the damaged areas is underway at this time.
[ ] Yes	[X ] No	[ ] Don’t	*B. Is there any material damage to the property from fire, wind, floods,
		know	beach movements, earthquake, expansive soils, or landslides?
			There was a small roof fire at USB on 7/13/17 but the damage is not
			material.
[ ] Yes	[ X] No	[ ] Don’t	*C. Are there any shorelines, wetlands, floodplains, or critical areas on
		know	the property?
[X] Yes	[ ] No	[ ] Don’t	*D. Are there any substances, materials, or products in or on the
		know	property that may be environmental concerns, such as asbestos,
			formaldehyde, radon gas, lead-based paint, fuel or chemical storage
			tanks, or contaminated soil or water?
			Know areas of asbestos is the adhesive on the back of the restroom
			mirrors that were installed by a prior owner. There was also asbestos
			found in the floor mastic on the 8th floor of US Bank Building.
[ ] Yes	[X] No	[ ] Don’t	*E. Is there any soil or groundwater contamination?
		know
[ ] Yes	[ X] No	[ ] Don’t	*F. Has the property been used as a legal or illegal dumping site?
		know
[ ] Yes	[X ] No	[ ] Don’t	*G. Has the property been used as an illegal drug manufacturing site?
		know

The foregoing answers and attached explanations (if any) are complete and correct to the best of Seller’s knowledge and Buyer has received a copy hereof.

Date:    10/19/2017

EXHIBIT K

Page 3

BELLEVUE TECHNOLOGY CENTER

NOTICE TO THE BUYER

THE FOLLOWING DISCLOSURES ARE MADE BY SELLER ABOUT THE CONDITION OF THE PROPERTY LOCATED AT 2002-2018 156^TH AVENUE NE, AND 15801-15805 NE 24^TH STREET, CITY OF BELLEVUE, COUNTY OF KING (“THE PROPERTY”) OR AS LEGALLY DESCRIBED ON THE ATTACHED EXHIBIT A. SELLER MAKES THE FOLLOWING ENVIRONMENTAL DISCLOSURES OF EXISTING MATERIAL FACTS OR MATERIAL DEFECTS TO BUYER BASED ON SELLER’S ACTUAL KNOWLEDGE OF THE PROPERTY AT THE TIME SELLER COMPLETES THIS DISCLOSURE STATEMENT. UNLESS YOU AND SELLER OTHERWISE AGREE IN WRITING, YOU HAVE THREE (3) BUSINESS DAYS FROM THE DAY SELLER OR SELLER’S AGENT DELIVERS THIS DISCLOSURE STATEMENT TO YOU TO RESCIND THE AGREEMENT BY DELIVERING A SEPARATELY SIGNED WRITTEN STATEMENT OF RESCISSION TO SELLER OR SELLER’S AGENT. IF THE SELLER DOES NOT GIVE YOU A COMPLETED DISCLOSURE STATEMENT, THEN YOU MAY WAIVE THE RIGHT TO RESCIND PRIOR TO OR AFTER THE TIME YOU ENTER INTO A PURCHASE AND SALE AGREEMENT.

    THE FOLLOWING ARE DISCLOSURES MADE BY SELLER AND ARE NOT THE REPRESENTATIONS OF ANY REAL ESTATE LICENSEE OR OTHER PARTY. THIS INFORMATION IS FOR DISCLOSURE ONLY AND IS NOT INTENDED TO BE A PART OF ANY WRITTEN AGREEMENT BETWEEN BUYER AND SELLER.

    FOR A MORE COMPREHENSIVE EXAMINATION OF THE SPECIFIC CONDITION OF THIS PROPERTY YOU ARE ADVISED TO OBTAIN AND PAY FOR THE SERVICES OF QUALIFIED EXPERTS TO INSPECT THE PROPERTY, WHICH MAY INCLUDE, WITHOUT LIMITATION, ARCHITECTS, ENGINEERS, LAND SURVEYORS, PLUMBERS, ELECTRICIANS, ROOFERS, BUILDING INSPECTORS, ON-SITE WASTEWATER TREATMENT INSPECTORS, OR STRUCTURAL PEST INSPECTORS. THE PROSPECTIVE BUYER AND SELLER MAY WISH TO OBTAIN PROFESSIONAL ADVICE OR INSPECTIONS OF THE PROPERTY OR TO PROVIDE APPROPRIATE PROVISIONS IN A CONTRACT BETWEEN THEM WITH RESPECT TO ANY ADVICE, INSPECTION, DEFECTS OR WARRANTIES.

EXHIBIT K

Page 4

ENVIRONMENTAL
[ ] Yes	[ X] No	[ ] Don’t	*A. Have there been any flooding, standing water, or drainage problems
		know	on the property that affect the property or access to the property?
[ ] Yes	[X ] No	[ ] Don’t	*B. Is there any material damage to the property from fire, wind, floods,
		know	beach movements, earthquake, expansive soils, or landslides?
[ ] Yes	[ X] No	[ ] Don’t	*C. Are there any shorelines, wetlands, floodplains, or critical areas on
		know	the property?
[ ] Yes	[X ] No	[ ] Don’t	*D. Are there any substances, materials, or products in or on the
		know	property that may be environmental concerns, such as asbestos,
			formaldehyde, radon gas, lead-based paint, fuel or chemical storage
			tanks, or contaminated soil or water?
[ ] Yes	[ X] No	[ ] Don’t	*E. Is there any soil or groundwater contamination?
		know
[ ] Yes	[X ] No	[ ] Don’t	*F. Has the property been used as a legal or illegal dumping site?
		know
[ ] Yes	[ X] No	[ ] Don’t	*G. Has the property been used as an illegal drug manufacturing site?
		know

The foregoing answers and attached explanations (if any) are complete and correct to the best of Seller’s knowledge and Buyer has received a copy hereof.

Date:    10/19/2017

EXHIBIT K

Page 5

SCHEDULE 1

Title Reports

PROPERTY NAME	TITLE COMPANY	TITLE COMMITMENT AND EFFECTIVE DATE
Northridge Center	First American Title Insurance Company	Title Commitment Number NCS- 762885-11-SA1 dated September 20, 2017
Iron Point	First American Title Insurance Company	Title Commitment Number NCS- 762885-01-SA1 dated October 10, 2017
Bellevue Technology Center	First American Title Insurance Company	Title Commitment Number NCS- 762885-12-SA1 dated September 22, 2017
Powers Ferry Landing	First American Title Insurance Company	Title Commitment Number NCS- 762885-04-SA1 dated September 20, 2017
1800 West Loop South	First American Title Insurance Company	Title Commitment Number NCS- 762885-10-SA1 dated October 10, 2017
West Loop I & II	First American Title Insurance Company	Title Commitment Number NCS- 762885-09-SA1 dated September 25, 2017
Great Hills Plaza Westech 360	First American Title Insurance Company	Title Commitment Number NCS- 762885-05-SA1 dated September 25, 2017
Westmoor Center	First American Title Insurance Company	Title Commitment Number NCS- 762885-13-SA1 dated September 27, 2017

Schedule 1

Page 1

PROPERTY NAME	TITLE COMPANY	TITLE COMMITMENT AND EFFECTIVE DATE
Maitland Promenade II	First American Title Insurance Company	Title Commitment Number NCS- 762885-14-SA1 dated September 15, 2017
The Plaza Buildings	First American Title Insurance Company	Title Commitment Number NCS- 762885-08-SA1 dated September 22, 2017

Schedule 1

Page 2

SCHEDULE 2

Disclosures

KBS SOR Northridge, LLC

None.

KBS SOR Iron Point, LLC

Tenant breaches of material terms of existing leases:

Tenant	Breach	Date	Delinquent Balance	Comments
Fortuna	Default	9/8/2017	$8,881	Termination agreement has been
				executed. See below for additional
				comments.

The lease termination date is 11/1/17. Per the termination agreement, Fortuna will become current on past due rent by December 1^st. In addition, management will retain their security deposit in the amount of $4,076.10.

KBS SOR 156th Avenue Northeast, LLC

City of Bellevue Fire Department violation September 27, 2017:

• Fire protection equipment is not identified in an approved manner

• Rooms containing controls for air-conditioning systems, sprinkler risers and valves, or other fire detection, suppression or control elements are not properly identified for the use of the fire department

• Fire alarm rooms are not properly identified

• Fire alarm panel and building addresses do not match

Property management is working with a vendor to cure the deficiencies.

KBS SOR Powers Ferry Landing East, LLC

None.

KBS SOR 1800 West Loop South, LLC

Tenant breaches of material terms of existing leases:

Tenant	Breach	Date	Delinquent Balance	Comments
Bellelli USA, LLC	Default	9/8/2017	$9,053	Lock has been changed
Skyline Deli & Grill, Inc	Default	7/6/2017	$3,104

Schedule 2

Page 1

Pending Litigation:

There is an ongoing action in connection with protesting the 2016 property taxes assessed to the property.

KBS SOR 6565-6575 West Loop South, LLC

Pending Litigation:

University General Hospital, a previous tenant, filed Chapter 11 bankruptcy in 2015. The latest update from Mayer Brown, the leasing counsel for the property, is that the courts granted the debtors another extension until April 30, 2018.

KBS SOR Austin Suburban Portfolio, LLC (Great Hills Plaza)

None.

KBS SOR Austin Suburban Portfolio, LLC (Westech 360)

None.

KBS SOR Westmoor Center, LLC

None.

KBS SOR Maitland Promenade II, LLC

None.

KBS SOR Plaza Bellevue, LLC

Tenant breaches of material terms of existing leases:

The tenant Basho is in Bankruptcy. Expected not to receive any disbursement.

Written notices received alleging tenant defaults of material obligations in existing leases:

Tenant	Breach	Date	Delinquent Balance	Comments
Concord Ventures, Inc.	Default	10/3/2017	$16,926	5 day notice sent

Schedule 2

Page 2

SCHEDULE 3

Form of California Natural Hazard Disclosure Statement

NATURAL HAZARD DISCLOSURE STATEMENT

The Seller discloses the following information with the knowledge that even though this is not a warranty, prospective buyers may rely on this information in deciding whether and on what terms to purchase the subject property. Seller hereby authorizes any agent(s) representing any principal(s) in this action to provide a copy of this statement to any person or entity in connection with any actual or anticipated sale of the property.

THE FOLLOWING ARE DISCLOSURES MADE BY THE SELLER AND HIS OR HER AGENT(S) BASED ON THEIR ACTUAL KNOWLEDGE AND MAPS DRAWN BY THE STATE. THIS INFORMATION IS A DISCLOSURE AND IS NOT INTENDED TO BE PART OF ANY CONTRACT BETWEEN THE PURCHASER AND THE SELLER.

The disclosures made in this Natural Hazard Disclosure Statement are based upon information provided by an independent third party as a substitute disclosure pursuant to California Civil Code 1102.4. Seller has not independently verified the information contained herein, but is not personally aware of any errors or inaccuracies in the information contained herein.

WITH RESPECT TO THE REAL PROPERTY DESCRIBED IN EXHIBIT A ATTACHED HERETO, THIS REAL PROPERTY LIES WITHIN THE FOLLOWING HAZARDOUS AREA(S):

A VERY HIGH FIRE HAZARD SEVERITY ZONE pursuant to Section 51178 or 51179 of the Government Code. The owner of this property is subject to the maintenance requirements of Section 51182 of the Government Code.

Yes______________    No_______________

A WILDLAND AREA THAT MAY CONTAIN SUBSTANTIAL FOREST FIRE RISKS AND HAZARDS pursuant to Section 4125 of the Public Resources Code. The owner of this property is subject to the maintenance requirements of Section 4291 of the Public Resources Code. Additionally, it is not the state’s responsibility to provide fire protection services to any building or structure located within the wildlands unless the Department of Forestry and Fire Protection has entered into a cooperative agreement with a local agency for those purposes pursuant to Section 4142 of the Public Resources Code.

Yes______________    No________________

AN EARTHQUAKE FAULT ZONE pursuant to Section 2622 of the Public Resources Code.

Yes _____________    No________________

A SEISMIC HAZARD ZONE pursuant to Section 2696 of the Public Resources Code.

Yes (Landslide Zone)__ Yes (Liquefaction Zone)__    No___ Map not yet released by State ___

Schedule 3

Page 1

A SPECIAL FLOOD HAZARD AREA (Zone ‘A’) designated by the Federal Emergency Management Agency.

Yes______________ No______________ Do not know/information not available from local jurisdiction ______________

AN AREA OF POTENTIAL FLOODING shown on an inundation map pursuant to Section 8589.5 of the Government Code.

Yes______________ No______________ Do not know/information not available from local jurisdiction ______________

THESE HAZARDS MAY LIMIT YOUR ABILITY TO DEVELOP THE REAL PROPERTY, TO OBTAIN INSURANCE, OR TO RECEIVE ASSISTANCE AFTER A DISASTER.

THE MAPS ON WHICH THESE DISCLOSURES ARE BASED ESTIMATE WHERE NATURAL HAZARDS EXIST. THEY ARE NOT DEFINITIVE INDICATORS OF WHETHER OR NOT A PROPERTY WILL BE AFFECTED BY A NATURAL DISASTER. PURCHASER(S) AND SELLER(S) MAY WISH TO OBTAIN PROFESSIONAL ADVICE REGARDING THOSE HAZARDS.

PURCHASER ACKNOWLEDGES AND AGREES THAT THIS NATURAL HAZARD DISCLOSURE STATEMENT IS BEING DELIVERED TO COMPLY WITH APPLICABLE LAW AND DOES NOT, AND IS NOT INTENDED TO, CONSTITUTE REPRESENTATIONS AND WARRANTIES FROM SELLER.

[SIGNATURES ON NEXT PAGE]

Schedule 3

Page 2

Subject to the terms set forth above, Seller certifies that the information herein is true and correct to the best of the Seller’s actual knowledge as of the date signed by the Seller.

SELLER:

By:
	By:
	Name:
	Title:

Date                                              

Schedule 3

Page 3

Purchaser certifies that it has read and understands this document.

PURCHASER:

a
	]

Schedule 3

Page 4

SCHEDULE 4

Intentionally Deleted

Schedule 4

Page 1

SCHEDULE 5

Notice Address

If to Buyer, addressed to Buyer as follows:

c/o Keppel-KBS US REIT Management Pte. Ltd.

(as manager of Keppel-KBS US REIT)

230 Victoria Street

#05-08, Burgis Junction Towers

Singapore, 188024

Attention: Andy Gwee

Telephone No: (65) 6803-1662

If to Seller, addressed to Seller as follows:

c/o KBS Capital Advisors LLC

800 Newport Center Drive, Suite 700

Newport Beach, CA 92660

Attention: Brian Ragsdale

Telephone No: (949) 797-0305

Fax No.: (949) 417-6501

If to Escrow Holder, addressed to Escrow Holder as follows:

First American Title Insurance Company

18500 Von Karman Avenue, Suite 600

Irvine, California 92612

Attention: Patty Beverly

Telephone No.: (949) 885-2465

Fax No.: (877) 372-0260

Copies of all notices to also be sent to:

Sheppard Mullin Richter & Hampton, LLP

650 Town Center Drive, 4^th Floor

Costa Mesa, CA 92626

Attention: Scott Morehouse

Telephone No: (714) 424-2865

Fax No.: (714) 428-5995

Schedule 5

TABLE OF CONTENTS

		Page
1.	BASIC TERMS AND DEFINITIONS; REFERENCES		1
2.	PURCHASE AND SALE		2
3.	PURCHASE PRICE		3
4.	PROPERTY INFORMATION; TITLE POLICIES; INSPECTIONS;
	CONFIDENTIALITY		4
5.	OPERATIONS AND RISK OF LOSS		8
6.	SELLER’S AND BUYER’S DELIVERIES		10
7.	CONDITIONS TO BUYER’S AND SELLER’S OBLIGATIONS		12
8.	CLOSE OF ESCROW; POSSESSION		15
9.	ESCROW		15
10.	PRORATIONS		17
11.	SELLER’S REPRESENTATIONS AND WARRANTIES; AS-IS		20
12.	BUYER’S COVENANTS, REPRESENTATIONS AND WARRANTIES;
	RELEASE; ERISA; INDEMNIFICATION		26
13.	DEFAULT AND DAMAGES		28
14.	NO BROKER		29
15.	MISCELLANEOUS PROVISIONS		29

EX-10.19

Exhibit 10.19

EXECUTION

UNDERWRITING AGREEMENT

2 NOVEMBER 2017

Between

KEPPEL-KBS US REIT MANAGEMENT PTE. LTD.

as the Manager of

Keppel-KBS US REIT

KBS PACIFIC ADVISORS PTE. LTD.

as the Sponsor

KEPPEL CAPITAL HOLDINGS PTE. LTD.

as the Sponsor

GKP HOLDING LLC

as the KPA Guarantor

KBS SOR PROPERTIES, LLC

as the Unit Lender

KEPPEL CAPITAL INVESTMENT HOLDINGS PTE. LTD.

as the Unit Lender

DBS BANK LTD.

as the Sole Financial Adviser and Issue Manager, Joint Bookrunner and Underwriter

MERRILL LYNCH (SINGAPORE) PTE. LTD.

as the Joint Bookrunner and Underwriter

CITIGROUP GLOBAL MARKETS SINGAPORE PTE. LTD.

as the Joint Bookrunner and Underwriter

and

CREDIT SUISSE (SINGAPORE) LIMITED

as the Joint Bookrunner and Underwriter

INITIAL PUBLIC OFFERING OF UNITS IN

KEPPEL-KBS US REIT

Allen & Overy

CONTENTS

Clause		Page
1.	Interpretation	3
2.	Subscription, Purchase and Stabilisation	19
3.	Representations and Warranties	25
4.	Undertakings by the Manager, the Sponsors and the Unit Lenders	66
5.	Representations, Warranties and Undertakings by the Joint Bookrunners and Underwriters	74
6.	Commissions, costs and expenses	75
7.	Closing and conditions	79
8.	Termination	88
9.	Indemnification and Contribution	90
10.	General	95
11.	Notices	98
12.	Law and jurisdiction	100
13.	Counterparts	102
14.	KPA Guarantee	102
15.	Amendments and Variations	107
Schedule
1.	The Joint Bookrunners and Underwriters	108
2.	Lock-up Letters	109
	Part 1         Lock-Up Letter from Keppel Capital Investment Holdings Pte. Ltd.	109
	Part 2         Lock-Up Letter from Keppel Capital Holdings Pte. Ltd.	118
	Part 3         Lock-Up Letter from KBS Strategic Opportunity REIT, Inc.	127
	Part 4         Lock-Up Letter from KBS SOR (BVI) Holdings Ltd.	136
	Part 5         Lock-Up Letter from KBS Strategic Opportunity Limited Partnership	145
	Part 6         Lock-Up Letter from KBS SOR Properties, LLC	154
	Part 7         Lock-Up Letter from the Manager	163
3.	Form of Manager Certificate	171
4.	Form of Sponsor Certificate	173
5.	Form of Unit Lender Certificate	175
6.	Form of Stabilising Manager Appointment Letter	177
7.	Notice of Exercise of Over Allotment Option	178
8.	Form of Title Insurance Policies	180
9.	Boxed Sections of the Preliminary Prospectus and the Prospectus	181

THIS AGREEMENT is made on 2 November 2017

BETWEEN:

(1) KEPPEL-KBS US REIT MANAGEMENT PTE. LTD. (Company Registration Number: 201719652G), a company incorporated under the laws of Singapore, whose principal place of business is situated at 1 Harbourfront Avenue #18-01 Keppel Bay Tower, Singapore 098632 (the Manager);

(2) KBS PACIFIC ADVISORS PTE. LTD. (Company Registration Number: 201718171M), a company incorporated under the laws of Singapore, whose registered office is at 60 Paya Lebar Road, #11-06, Paya Lebar Square, Singapore 409051 (KPA);

(3) KEPPEL CAPITAL HOLDINGS PTE. LTD. (Company Registration Number: 201302079N), a company incorporated under the laws of Singapore, whose registered office is at 1 Harbourfront Avenue, #18-01, Keppel Bay Tower, Singapore 098632 (KC, and together with KPA, the Sponsors);

(4) GKP HOLDING LLC, a limited liability company formed under the laws of the State of Delaware, whose registered office is at 3500 South Dupon Highway, Dover, County of Kent, Delaware (the KPA Guarantor);

(5) KBS SOR PROPERTIES, LLC, a limited liability company formed under the laws of the State of Delaware, whose registered office is at 1679 S. Dupont Hwy, Suite 100, in the City of Dover, 19901 (KBS SORP, and together with KCIH, the Unit Lenders or the Relevant Entities);

(6) KEPPEL CAPITAL INVESTMENT HOLDINGS PTE. LTD. (Company Registration Number: 201633284D), a company incorporated under the laws of Singapore whose registered office is at 1 Harbourfront Avenue, #18-01, Keppel Bay Tower, Singapore 098632 (KCIH);

(7) DBS BANK LTD. (Company Registration Number: 196800306E), a company incorporated under the laws of Singapore, whose registered office is at 12 Marina Boulevard, Marina Bay Financial Centre Tower 3, Singapore 018982 (DBS);

(8) MERRILL LYNCH (SINGAPORE) PTE. LTD. (Company Registration Number: 198602883D), a company incorporated under the laws of Singapore, whose registered office is at 50 Collyer Quay, #14-01, OUE Bayfront, Singapore 049321 (BAML);

(9) CITIGROUP GLOBAL MARKETS SINGAPORE PTE. LTD. (Company Registration Number: 199002673E), a company incorporated under the laws of Singapore, whose registered office is at 8 Marina View #21-00 Asia Square Tower 1, Singapore 018960 (Citi); and

(10) CREDIT SUISSE (SINGAPORE) LIMITED (Company Registration Number: 197702363D), a company incorporated under the laws of Singapore, whose registered office is at One Raffles Link #03/#04-01 South Lobby Singapore 039393 (CS),

(DBS, BAML, Citi and CS, collectively the Joint Bookrunners and Underwriters).

WHEREAS:

1

(A) The Manager is the manager of Keppel-KBS US REIT, a trust constituted pursuant to a trust deed dated 22 September 2017 (the Trust Deed), made between the Manager and Perpetual (Asia) Limited, as trustee of Keppel-KBS US REIT (the Trustee), and authorised as a collective investment scheme under Section 286 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA).

(B) The Manager has the exclusive right to effect, for the account of Keppel-KBS US REIT, the issue of Units (as defined below) and the Manager proposes to effect, for the account of Keppel-KBS US REIT, the issue to the Joint Bookrunners and Underwriters or such parties as they may direct, of 262,772,400 Units. The Manager proposes to undertake the Offering (as defined below) in respect of the offering of Units as follows:

(1) an international placement of 228,681,800 Units to investors, including institutional and other investors in Singapore (the Placement Tranche); and

(2) an offering of 34,090,600 Units to the public in Singapore (the Public Offer).

(C) In connection with the Offering, the Joint Bookrunners and Underwriters have been granted an over-allotment option (the Over-Allotment Option) by the Unit Lenders, exercisable by BAML (the Stabilising Manager) (or any of its Affiliates (as defined below) or any persons acting on behalf of the Stabilising Manager) in consultation with the other Joint Bookrunners and Underwriters, in full or in part, on one or more occasions, to acquire from the Unit Lenders, in any proportion between them as may be determined by the Stabilising Manager in consultation with the other Joint Bookrunners and Underwriters, up to an aggregate of 31,428,200 Units at the Offering Price, representing not more than 12.0% of the total number of Units in the Offering solely to cover the over-allotment of Units (if any) made in connection with the Offering. The Over-Allotment Option is exercisable from the Listing Date but no later than the earliest of: (i) the date falling 30 days from the Listing Date and (ii) the date when the Stabilising Manager (or any persons acting on behalf of the Stabilising Manager) has bought, on the SGX-ST, an aggregate of 31,428,200 Units (representing not more than 12.0% of the total number of Units in the Offering) to undertake stabilising actions, to acquire from the Unit Lenders (in equal proportions) up to an aggregate of 31,428,200 Units (representing not more than 12.0% of the total number of Units in the Offering), at the Offering Price.

(D) In connection with the Over-Allotment Option, the Stabilising Manager and the Unit Lenders have entered into a unit lending agreement dated 2 November 2017 (the Unit Lending Agreement) pursuant to which the Stabilising Manager (or any of its Affiliates) may borrow from the Unit Lenders in equal proportions up to an aggregate of 31,428,200 Units (the Over-Allotment Units) for the purpose of facilitating settlement of the over-allotment of Units (if any) in connection with the Offering.

(E) Concurrently with, but separate from the Offering, each of the Cornerstone Investors (as defined herein) has entered into a separate subscription agreement (collectively, the Cornerstone Subscription Agreements) to subscribe for an aggregate of 246,365,400 Units (the Cornerstone Units) at the Offering Price, conditional upon this Agreement having been entered into, and not having been terminated, pursuant to its terms on or prior to the Listing Date.

(F) Concurrently with, but separate from the Offering, KBS SORP, which is an indirect wholly-owned subsidiary of KBS SOR (as defined below), has entered into a

2

subscription agreement (the KBS Subscription Agreement) to subscribe for an aggregate of 59,713,600 Units (the KBS Subscription Units) at the Offering Price, conditional upon this Agreement having been entered into, and not having been terminated, pursuant to its terms on or prior to the Listing Date.

(G) Concurrently with, but separate from the Offering, KCIH, which is a direct wholly-owned subsidiary of KC, has entered into a subscription agreement (the KCIH Subscription Agreement, and together with the KBS Subscription Agreement, the Relevant Entities Subscription Agreements) to subscribe for an aggregate of 59,713,599 Units (the KCIH Subscription Units, and together with the KBS Subscription Units, the Relevant Entities Subscription Units) at the Offering Price, conditional upon this Agreement having been entered into, and not having been terminated, pursuant to its terms on or prior to the Listing Date.

(H) The Units will be offered and sold without registration of the Units under the Securities Act (as defined below) in reliance upon an exemption from the registration requirements of the Securities Act (as defined below) provided by Regulation S (as defined below).

(I) In connection with the offering and sale of Units pursuant to the Public Offer (as defined below) and the Placement Tranche, the Manager has prepared a preliminary prospectus dated 25 October 2017 (as further amended or supplemented at the date hereof, including any and all appendices and exhibits thereto, the Preliminary Prospectus), and a final prospectus in agreed form to be dated 2 November 2017 (including the Application Forms (as defined below) to be issued therewith, any and all appendices and exhibits thereto, the Prospectus). The Preliminary Prospectus has been lodged with the MAS (as defined herein) on 25 October 2017, and the Prospectus is expected to be registered by the MAS on or about 2 November 2017.

(J) A conditional letter of eligibility has been issued by Singapore Exchange Securities Trading Limited (the SGX-ST) on 6 October 2017 (the ETL Letter) for the listing and quotation of the Units on the Main Board of the SGX-ST and the admission of the Units to the Official List of the SGX-ST (the Listing) and the Units to be issued to the Manager in full or part payment of the Manager’s fees.

(K) The Manager wishes to appoint DBS Bank Ltd. as receiving bank in connection with the Offering on the terms and conditions set out in this Agreement.

(L) In consideration of the entry by the Joint Bookrunners and Underwriters into this Agreement, the sufficiency of which is acknowledged, the KPA Guarantor agrees to irrevocably and unconditionally guarantee to each of the Joint Bookrunners and Underwriters as principal obligor, the due and punctual performance and observance by KPA of all of its obligations under this Agreement.

IT IS AGREED as follows:

1. INTERPRETATION

1.1 Definitions

In this Agreement (including the Recitals and Schedules), unless the context otherwise requires, the following terms shall have the following respective meanings:

3

1800 West Loop South means the properties and improvements located at 1800 West Loop South, Harris County, Texas, as further described in the Preliminary Prospectus and Prospectus.

Acquisitions mean the acquisitions of the Properties by the Lower-Tier Sub-US REITs from the Vendors pursuant to the Portfolio Purchase and Sale Agreement.

Adviser means any accountant, valuer, property consultant, market consultant, market research consultant, legal adviser, tax advisers or other professional adviser acting in connection with Keppel-KBS US REIT, the Properties, or the Offering.

Affiliate has the meaning specified in Rule 501(b) of Regulation D under the Securities Act.

AIFMD means the Alternative Investment Fund Managers Directive 2011/61/EU of the European Union;

Application means application for Offering Units pursuant to the Offering.

Application Forms means the printed application forms to be used for the purpose of the Offering and which form part of the Prospectus.

BAML means Merrill Lynch (Singapore) Pte. Ltd..

Bellevue Technology Center means the properties and improvements located at 15805 NE 24th Street, Bellevue, King County, Washington, as further described in the Preliminary Prospectus and Prospectus.

Business Day means any day other than a Saturday, a Sunday or a legal or gazetted holiday or a day on which the SGX-ST is, or banking institutions or trust companies are, authorised or obligated by law to close in Singapore.

CDP means The Central Depository (Pte) Limited.

CIS Regulations means the Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations 2005.

Citi means Citigroup Global Markets Singapore Pte. Ltd..

Claims has the meaning given in Clause 9.1.

Closing Date shall mean the First Closing Date and/or any Option Closing Date.

CMS Licence means the capital markets services licence for real estate investment trust management dated 23 October 2017, issued by the MAS to the Manager.

Code means the Code on Collective Investment Schemes issued by the MAS, as amended from time to time.

Commission means the United States Securities and Exchange Commission.

Companies Act means the Companies Act, Chapter 50 of Singapore, and includes any subsidiary legislation promulgated with respect thereto.

4

Completion Date means the date on which the Acquisitions are completed, which is expected to be on the Listing Date (or such other date as may be agreed by the parties).

Cornerstone Investors means Affin Hwang Asset Management Bhd, Credit Suisse AG, Singapore Branch and Credit Suisse AG, Hong Kong Branch (on behalf of certain of their private banking clients) DBS Bank Ltd. and DBS Bank Ltd. (on behalf of certain private banking clients) and Hillsboro Capital, Ltd..

Cornerstone Subscription Agreements has the meaning given in Recital (E).

Cornerstone Units has the meaning given in Recital (E).

CS means Credit Suisse (Singapore) Limited.

Date of Registration means the date of registration of the Prospectus by the MAS.

DBS means DBS Bank Ltd..

Depository has the meaning given in Section 81SF of the SFA.

Depository Register has the meaning given in Section 81SF of the SFA.

Depository Services Terms and Conditions means the CDP’s depository services terms and conditions in relation to the deposit of the Units in CDP.

Document means any indenture, contract, lease mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation condition, covenant or instrument.

Encumbrances means any and all claims, charges, mortgages, liens, encumbrances, restrictions, covenants, restrictive covenants, liabilities (including contingent liabilities), assignments of receivables, debentures, pledges, options (of any kind or nature), equities, powers of sale, hypothecations, voting trusts, agreements concerning or relating to voting, proxies, retention of title, transfer restrictions, right to acquire, right of pre-emption, right of first refusal, right of first offer, drag-along rights, tag-along rights, or other third party right or security interest of any kind or an agreement, understanding, arrangement or obligation to create any of the foregoing.

Environment means:

(a) land, including, without limitation, surface land, sub-surface strata, sea bed and river bed under water (as defined in paragraph (b)) and natural and man-made structures;

(b) water, including, without limitation, coastal and inland waters, surface waters, ground waters and water in drains and sewers; and

(c) air, including, without limitation, air inside buildings and other natural and man-made structures above or below ground.

Environmental Law means applicable law (whether civil, criminal or administrative), common law, statute, subordinate legislation, treaty, regulation, directive, decision, by-law, circular, code, order, notice, demand, decree, injunction, resolution, judgment or

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resolution of a government, quasi-government, supranational, federal, state or local government, statutory, administrative or regulatory body, court, agency or association in any part of the world with regard to the pollution or protection of the Environment, harm to or the protection of the health of humans, animals or plants including, without limitation, laws relating to:

(a) public and worker’s health and safety;

(b) noise, vibration or radiation;

(c) the release or discharge of industrial, radioactive, dangerous, toxic or hazardous substances, waste (whether in solid, semi-solid or liquid form or in the form of a gas or vapour) and genetically modified organisms into the Environment; or

(d) the generation, manufacture, processing, use, treatment, storage, distribution, disposal, transport or handling of any of the substances, waste and organisms referred to in paragraph (c).

Exchange Act means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

Execution Time means the date and time that this Agreement is executed and delivered by the last party executing and delivering this Agreement.

Experts means Allen & Gledhill LLP, as the independent Singapore tax adviser, DLA Piper LLP, as independent U.S. tax adviser, Cushman & Wakefield of Illinois, Inc. and JLL Valuation & Advisory Services, LLC, as the independent valuers of the Properties, and Cushman & Wakefield of Illinois, Inc., as the independent market research consultant.

Facility Agreement means the US$339,440,000.00 facility agreement dated 2 November 2017 entered into between the Trustee as Original Borrower, (2) Bank of America, N.A. and Citigroup Global Markets Singapore Pte. Ltd. as Arrangers, (3) the banks and financial institutions named therein as Original Lenders and (4) Bank of America, N.A., Hong Kong Branch as Agent.

Facilities means the loan facilities for the Trustee amounting to an aggregate of US$339,440,000.00 pursuant to the Facility Agreement.

First Closing Date shall mean, subject to Clause 7.1(b), 9 November 2017.

Forward-Looking Statement includes:

(a) a statement containing a projection of revenues, income (including income loss), earnings (including earnings loss) per unit, capital expenditures, distributions, capital structure, or other financial items, in each case, of Keppel-KBS US REIT, the Trust Group Entities or the Properties;

(b) a statement of the plans and objectives of management for future operations, including plans or objectives relating to the business of Keppel-KBS US REIT, the Trust Group Entities or the Properties;

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(c) a statement of future economic performance of Keppel-KBS US REIT, the Trust Group Entities or the Properties, including any such statement contained in a discussion and analysis of financial condition by the management or in the results of operations; or

(d) any statement of the assumptions underlying or relating to any statement described in paragraphs (a), (b) or (c).

Great Hills Plaza means the properties and improvements located at 9600 Great Hills Trail, Austin, Texas, as further described in the Preliminary Prospectus and Prospectus.

GST means the goods and services tax levied under the Goods and Services Tax Act, Chapter 117A of Singapore.

Indemnified Person shall have the meaning specified in Clause 9.1.

Initial Unit means the one Unit held by KCIH as at the date of this Agreement.

IRAS means Inland Revenue Authority of Singapore.

Iron Point means the properties and improvements located at Iron Point Road, Folsom, Sacramento County, California, as further described in the Preliminary Prospectus and Prospectus.

IRS means Internal Revenue Service of the U.S.

Joint Bookrunners and Underwriters means DBS, BAML, Citi and CS, and Joint Bookrunner and Underwriter means any one of them.

KBS means KBS Capital Advisors LLC.

KBS BVI means KBS SOR (BVI) Holdings Ltd, which is a wholly-owned subsidiary of KBS SOLP.

KBS Group means KPA, KBS, KBS SOR, KBS SOLP, KBS SORP, the KPA Guarantor and each of their subsidiaries, including funds and real estate investment trusts managed by them.

KBS Holdings has the meaning given in Clause 14.4(a).

KBS Management Agreement means the outsourcing agreement to be entered into prior to the Listing Date between the Trustee, the Manager, the Manager US Sub, the KPA Guarantor, the US Asset Manager, the Parent US REIT and the Sub-US REITs.

KBS SOLP means KBS Strategic Opportunity Limited Partnership, which is a wholly-owned subsidiary of KBS SOR.

KBS SOR means KBS Strategic Opportunity REIT, Inc., a US REIT established in the United States managed by KBS.

KBS SORP means KBS SOR Properties, LLC, which is a wholly-owned subsidiary of KBS BVI.

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KBS Subscription Agreement has the meaning given in Recital (G).

KBS Subscription Units has the meaning given in Recital (G).

KC means Keppel Capital Holdings Pte. Ltd..

KCI means Keppel Capital International Pte. Ltd., a wholly-owned subsidiary of KC.

KCIH means Keppel Capital Investment Holdings Pte. Ltd., a wholly-owned subsidiary of KC.

KCIH Subscription Agreement has the meaning given in Recital (F).

KCIH Subscription Units has the meaning given in Recital (F).

KC Group means KC and its subsidiaries.

Keppel Group means Keppel Corporation Limited and/or its subsidiaries.

Keppel Management Agreement means the outsourcing agreement dated 1 November 2017 entered into between the Manager and KCI.

Keppel-KBS US REIT means Keppel-KBS US REIT, a trust constituted on 22 September 2017. Keppel-KBS US REIT does not have a separate legal personality and, accordingly, in this Agreement, references to Keppel-KBS US REIT shall include the Manager, in its capacity as manager of Keppel-KBS US REIT, and the Trustee, in its capacity as trustee of Keppel-KBS US REIT, as appropriate.

KPA means KBS Pacific Advisors Pte. Ltd..

KPA Guarantor means GKP Holding LLC.

KPA Lock-up Account means the following interest-bearing account to be opened by KPA and operated by DBS Bank Ltd., details which shall be notified by DBS Bank Ltd. to KPA and KC prior to the First Closing Date.

KPA Payment means the US$27.5 million payable by KC to KPA in connection with the acquisition by KC of a 50% interest in the Manager, as announced by Keppel Corporation Limited on the SGXNET on 6 October 2017.

Leasing Agents means the leasing agents of each Property appointed pursuant to the respective Leasing Services Agreement.

Leasing Services Agreements means the following leasing services agreements:

(a) in relation to Bellevue Technology Center, a leasing services agreement to be entered into on or prior to the Listing Date between Jones Lang LaSalle, Inc., a Washington corporation, and Keppel-KBS Bellevue Technology Center, Inc., a Delaware corporation;

(b) in relation to The Plaza Buildings, a leasing services agreement to be entered into on or prior to the Listing Date between CBRE, Inc., and Keppel-KBS Plaza Buildings, Inc., a Delaware corporation;

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(c) in relation to Iron Point, a leasing services agreement dated to be entered into on or prior to the Listing Date between Cushman & Wakefield of California, Inc., and Keppel-KBS Iron Point, Inc., a Delaware corporation;

(d) in relation to Westmoor Center, a leasing services agreement dated to be entered into on or prior to the Listing Date between CBRE, Inc., a Delaware corporation, and Keppel-KBS Westmoor Center, Inc., a Delaware corporation;

(e) in relation to Great Hills Plaza, a leasing services agreement to be entered into on or prior to the Listing Date between Transwestern Property Company SW GP, L.L.C. dba Transwestern, and Keppel-KBS Great Hills Plaza, Inc., a Delaware corporation;

(f) in relation to Westech 360, a leasing services agreement to be entered into on or prior to the Listing Date between Transwestern Property Company SW GP, L.L.C. dba Transwestern, and Keppel-KBS Westech 360, Inc., a Delaware corporation;

(g) in relation to 1800 West Loop South, a leasing services agreement to be entered into on or prior to the Listing Date between Transwestern Property Company SW GP, L.L.C. d/b/a Transwestrern and Keppel-KBS 1800 West Loop, Inc., a Delaware corporation;

(h) in relation to West Loop I & II, a leasing services agreement to be entered into on or prior to the Listing Date between PM Realty Group, L.P., a Delaware limited liability partnership, and Keppel-KBS West Loop I and II, Inc., a Delaware corporation;

(i) in relation to Powers Ferry, a leasing services agreement to be entered into on or prior to the Listing Date between PM Realty Group, L.P., a Delaware limited liability partnership, and Keppel-KBS Powers Ferry Landing, Inc., a Delaware corporation;

(j) in relation to Northridge Center, a leasing services agreement to be entered into on or prior to the Listing Date between PM Realty Group, L.P., a Delaware limited liability partnership, and Keppel-KBS Northridge Center, Inc., a Delaware corporation; and

(k) in relation to Maitland Promenade II, a leasing services agreement to be entered into on or prior to the Listing Date between Tavistock Realty Inc., and Keppel-KBS Maitland Promenade, Inc., a Delaware corporation.

Listing has the meaning given in Recital (J).

Listing Date means the date on which the Units are first admitted to the Official List of the SGX-ST.

Listing Rules means the listing rules of the SGX-ST for the time being in force.

Lock-Up Letters means the undertakings from each of KCIH, KC, KBS SOR, KBS SOLP, KBS BVI, KBS SORP and the Manager substantially in the form set forth in Schedule 2 – Part 1 (in the case of the Lock-Up Letter from KCIH), Schedule 2 – Part 2 (in the case of the Lock-Up Letter from KC), Schedule 2 – Part 3 (in the case of the

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Lock-Up Letter from KBS SOR), Schedule 2 – Part 4 (in the case of the Lock-Up Letter from KBS BVI), Schedule 2 – Part 5 (in the case of the Lock-Up Letter from KBS SOLP), Schedule 2 – Part 6 (in the case of the Lock-Up Letter from KBS SORP) and Schedule 2 – Part 7 (in the case of the Lock-Up Letter from the Manager).

Losses has the meaning given in Clause 9.1.

Lower Tier Sub-US REIT 1 means Keppel-KBS Bellevue Technology Center, Inc., a Delaware corporation.

Lower Tier Sub-US REIT 2 means Keppel-KBS Plaza Buildings, Inc., a Delaware corporation.

Lower Tier Sub-US REIT 3 means Keppel-KBS Iron Point, Inc., a Delaware corporation.

Lower Tier Sub-US REIT 4 means Keppel-KBS Westmoor Center, Inc., a Delaware corporation.

Lower Tier Sub-US REIT 5 means Keppel-KBS Great Hills Plaza, Inc., a Delaware corporation.

Lower Tier Sub-US REIT 6 means Keppel-KBS Westech 360, Inc., a Delaware corporation.

Lower Tier Sub-US REIT 7 means Keppel-KBS 1800 West Loop, Inc., a Delaware corporation.

Lower Tier Sub-US REIT 8 means Keppel-KBS West Loop I and II, Inc., a Delaware corporation.

Lower Tier Sub-US REIT 9 means Keppel-KBS Powers Ferry Landing, Inc., a Delaware corporation.

Lower Tier Sub-US REIT 10 means Keppel-KBS Northridge Center, Inc., a Delaware corporation.

Lower Tier Sub-US REIT 11 means Keppel-KBS Maitland Promenade, Inc., a Delaware corporation.

Lower Tier Sub-US REITs means the Lower Tier Sub-US REIT 1, the Lower Tier Sub-US REIT 2, the Lower Tier Sub-US REIT 3, the Lower Tier Sub-US REIT 4, the Lower Tier Sub-US REIT 5, the Lower Tier Sub-US REIT 6, the Lower Tier Sub-US REIT 7, the Lower Tier Sub-US REIT 8, the Lower Tier Sub-US REIT 9, the Lower Tier Sub-US REIT 10, and the Lower Tier Sub-US REIT 11.

Maitland Promenade II means the properties and improvements located at 495 N Keller Road, Maitland, Orange County, Florida, as further described in the Preliminary Prospectus and Prospectus.

Manager means Keppel-KBS US REIT Management Pte. Ltd., in its capacity as manager of Keppel-KBS US REIT.

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Manager US Sub means Keppel-KBS US REIT Management Inc., a wholly-owned subsidiary of the Manager incorporated in the U.S.

Marketing Materials means:

(a) the roadshow presentation materials (including without limitation, slides, scripts and corporate videos) for any roadshow or other investor presentations, whether in relation to the Offering or otherwise and approved by the Manager;

(b) the script for any call centres established in connection with the offering and sale of Offering Units pursuant to the Public Offer and the Placement Tranche (if any);

(c) the advertising and publicity materials in relation to the offering and sale of Offering Units pursuant to the Public Offer and the Placement Tranche, such as signboards, posters, press, brochures, radio or television materials;

(d) the contents of any website set up by the Manager relating to the offering and sale of Offering Units pursuant to the Public Offer and the Placement Tranche (if any);

(e) any press release relating to the Offering;

(f) the product highlights sheets accompanying each of the Preliminary Prospectus and Prospectus;

(g) all alterations or amendments, in the case of materials referred to in paragraphs (a) to (f) above, as approved by the Manager on or before the date hereof; and

(h) any other marketing materials (including any alterations or amendments to any of the materials referred to in paragraphs (a) to (g) above) as may be, approved by the Manager after the date hereof, distributed or communicated by or on behalf of the Manager to third parties in relation to the offering and sale of Offering Units pursuant to the Public Offer and the Placement Tranche, and which for the avoidance of doubt does not include pre-deal research reports produced by the Joint Bookrunners and Underwriters.

MAS means the Monetary Authority of Singapore.

MAS Waiver means the waiver granted by the MAS as set out in the letter dated 26 September 2017 issued by the MAS.

Material Adverse Effect means a material adverse effect on the financial condition, prospects, earnings, business, results of operations, assets or undertakings of Keppel-KBS US REIT, its subsidiaries or on the Properties, in each case taken as a whole whether or not arising in the ordinary course of business.

Northridge Center means the properties and improvements located at 365 and 375 Northridge Road, Atlanta, Fulton County, Georgia, as further described in the Preliminary Prospectus and Prospectus.

Offering means the offering of 262,772,400 Units by the Manager for subscription at the Offering Price under the Placement Tranche and the Public Offer, subject to the Over-Allotment Option.

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Offering Price means US$0.88 being the price for each Unit.

Offering Proceeds means the proceeds of the subscription for Units offered under the Placement Tranche and the Public Offer.

Offering Units mean the 262,772,400 Units to be offered under the Offering, comprising (a) 228,681,800 Units to be offered under the Placement Tranche, and (b) 34,090,600 Units to be offered under the Public Offer, subject to the Over-Allotment Option.

Officers’ Certificate means any certificate delivered pursuant to Clauses 7.3(a)(viii), 7.3(a)(ix), 7.4(a)(iv), 7.4(a)(v) and 7.4(a)(vi) in the form of Schedule 3, Schedule 4 and Schedule 5 as applicable.

Option Closing Date means, in relation to any exercise of the Over-Allotment Option (whether on the first occasion or otherwise on which the Over-Allotment Option is exercised), the Closing Date designated in the notice of exercise of such option where such Closing Date is not the First Closing Date.

Over-Allotment Option means the option granted by the Unit Lenders to the Joint Bookrunners and Underwriters as set out in Recital (C), exercisable by the Stabilising Manager pursuant to Clause 2.3.

Over-Allotment Units means the up to an aggregate of 31,428,200 Units which are the subject of the Over-Allotment Option.

Parent US REIT means Keppel-KBS US Parent REIT, Inc., an indirect, wholly-owned subsidiary of Keppel-KBS US REIT.

Placement Tranche means the international placement of 228,681,800 Units to investors outside the United States, including institutional and other investors in Singapore, pursuant to the Offering.

Portfolio Purchase and Sale Agreement means the portfolio purchase and sale agreement dated 24 October 2017 executed by the Lower Tier Sub-US REITs, as purchasers, and the Vendors, in relation to the sale and purchase of the Properties.

Powers Ferry means the properties and improvements located at 6190 Powers Gerry Road, Atlanta, Fulton County, Georgia, as further described in the Preliminary Prospectus and Prospectus.

Preliminary Prospectus has the meaning given to it in Recital (I).

Proforma Title Insurance Policies means the proforma title insurance policies set out in Schedule 8.

Projections has the meaning given in Clause 3.1(ii).

Properties means the following: (i) The Plaza Buildings, (ii) Bellevue Technology Center, (iii) Iron Point, (iv) Westmoor Center, (v) Great Hills Plaza, (vi) Westech 360, (vii) 1800 West Loop South, (viii) West Loop I & II, (ix) Powers Ferry, (x) Northridge Center, and (xi) Maitland Promenade II, and each a Property.

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Property Funds Appendix means the guidelines for real estate investment trusts issued by the MAS as Appendix 6 to the CIS Code.

Property Management Agreements means the following Property Management Agreements:

(a) in relation to Bellevue Technology Center, a property management agreement to be entered into on or prior to the Listing Date between Transwestern Commercial Services Washington, L.L.C. d/b/a Transwestern, a Delaware limited liability company, and Keppel-KBS Bellevue Technology Center, Inc., a Delaware corporation;

(b) in relation to The Plaza Buildings, a property management agreement to be entered into on or prior to the Listing Date between Transwestern Commercial Services Washington, L.L.C. d/b/a Transwestern, a Delaware limited liability company, and Keppel-KBS Plaza Buildings, Inc., a Delaware corporation;

(c) in relation to Iron Point, a property management agreement to be entered into on or prior to the Listing Date between CBRE, Inc., a Delaware corporation, and Keppel-KBS Iron Point, Inc., a Delaware corporation;

(d) in relation to Westmoor Center, a property management agreement to be entered into on or prior to the Listing Date between CBRE, Inc., a Delaware corporation, and Keppel-KBS Westmoor Center, Inc., a Delaware corporation;

(e) in relation to Great Hills Plaza, a property management agreement to be entered into on or prior to the Listing Date between Transwestern Property Company SW GP, L.L.C. dba Transwestern, and Keppel-KBS Great Hills Plaza, Inc., a Delaware corporation;

(f) in relation to Westech 360, a property management agreement to be entered into on or prior to the Listing Date between Transwestern Property Company SW GP, L.L.C. dba Transwestern, and Keppel-KBS Westech 360, Inc., a Delaware corporation;

(g) in relation to 1800 West Loop South, a property management agreement to be entered into on or prior to the Listing Date between Transwestern Property Company SW GP, L.L.C. d/b/a Transwestrern and Keppel-KBS 1800 West Loop, Inc., a Delaware corporation;

(h) in relation to West Loop I & II, a property management agreement to be entered into on or prior to the Listing Date into between PM Realty Group, L.P., a Delaware limited liability partnership, and Keppel-KBS West Loop I and II, Inc., a Delaware corporation;

(i) in relation to Powers Ferry, a property management agreement to be entered into on or prior to the Listing Date between PM Realty Group, L.P., a Delaware limited liability partnership, and Keppel-KBS Powers Ferry Landing, Inc., a Delaware corporation;

(j) in relation to Northridge Center, a property management agreement to be entered into on or prior to the Listing Date between PM Realty Group, L.P., a

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Delaware limited liability partnership, and Keppel-KBS Northridge Center, Inc., a Delaware corporation; and

(k) in relation to Maitland Promenade II, a property management agreement to be entered into on or prior to the Listing Date between PM Realty Group, L.P., a Delaware limited liability partnership, and Keppel-KBS Maitland Promenade, Inc., a Delaware corporation.

Property Managers means the property managers of each Property, appointed pursuant to the respective Property Management Agreement.

Prospectus has the meaning given in Recital (I).

Public Offer means the offering of 34,090,600 Offering Units to the public in Singapore contemplated by this Agreement.

Receiving Bank means DBS Bank Ltd..

Receiving Bank Agreement means the receiving bank agreement dated 2 November 2017 between the Manager and the Receiving Bank.

Regulation S means Regulation S under the Securities Act.

Relevant Entities means KBS SORP and KCIH.

Relevant Entities Subscription Agreements means the KCIH Subscription Agreement and the KBS Subscription Agreement.

Relevant Entities Subscription Units means the KCIH Subscription Units and the KBS Subscription Units.

Relevant Entities Units means the Relevant Entities Subscription Units and the Initial Unit.

Repayment Side Letter means the side letter dated 2 November 2017 entered into between the Trustee, the Manager and the Joint Bookrunners and Underwriters in relation to the advancement to Keppel-KBS US REIT of part of the net proceeds to be received by the Manager from the Offering on the First Closing Date for the purpose of capitalising the Singapore Subsidiaries, the Parent US REIT and the Sub-US REITs in order for the Lower Tier Sub-US REITs to complete the Acquisitions on the Completion Date.

Reporting Auditors means Ernst & Young LLP.

Securities Act means the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

SFA means the Securities and Futures Act, Chapter 289 of Singapore, and includes any subsidiary legislation promulgated with respect thereto.

SGX-ST has the meaning given in Recital (J).

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SGX-ST Waiver means the waivers and rulings granted by SGX-ST in respect of, among others, Listing Rules 404(3)(a), 404(3)(c), 404(5), 407(4), 705(1), 707(1) and 707(2), as set out in the letter dated 28 July 2017 issued by SGX-ST.

Singapore Sub 1 means Keppel-KBS US REIT S1 Pte. Ltd., a wholly-owned subsidiary of Keppel-KBS US REIT.

Singapore Sub 2 means Keppel-KBS US REIT S2 Pte. Ltd., a wholly-owned subsidiary of Keppel-KBS US REIT.

Singapore Subsidiaries means Singapore Sub 1 and Singapore Sub 2.

Sponsors means KC and KPA, and Sponsor means any one of them.

Stabilisation Agent Appointment Letter means the letter of appointment by the Manager of the stabilising agent in connection with the Offering, in the form attached hereto as Schedule 6.

Stabilisation Period shall have the meaning specified in Clause 2.4.

Stabilisation Regulations shall have the meaning specified in Clause 2.4.

Stabilising Manager means BAML.

Sub-US REITs means the Upper Tier Sub-US REIT and the Lower Tier Sub-US REITs.

Tax Rulings means the advanced tax rulings set out in IRAS’ letter dated 26 September 2017, and as further clarified in IRAS’ emails of 27 September 2017 and IRAS’ letter of 29 September 2017, in relation to the taxation of Keppel-KBS US REIT and its holders of Units.

The Plaza Buildings means the properties and improvements located at 10800 & 10900 NE 8th Street, Bellevue, King County, Washington, as further described in the Preliminary Prospectus and Prospectus.

Title Insurance Exceptions means the exceptions from coverage set out in the Proforma Title Insurance Policies.

Title Insurance Company means First American Title Insurance Company.

Transaction Documents means this Agreement, the Facility Agreement, the Cornerstone Subscription Agreements, the Repayment Side Letter, the Lock-Up Letters, the Depository Services Terms and Conditions, the Keppel Management Agreement, the KBS Management Agreement, the Property Management Agreements, the Leasing Services Agreement, the Portfolio Sale and Purchase Agreement, the Receiving Bank Agreement, the Relevant Entities Subscription Agreements, the Trust Deed and the Unit Lending Agreement.

TRS means Keppel-KBS US TRS, LLC, which is wholly-owned by the Parent US REIT, the Upper Tier Sub-US REIT and the Lower Tier Sub-US REITs, and which is generally permitted to undertake activities that the US REIT rules might prohibit the relevant Lower Tier Sub-US REITs from performing directly.

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Trust Deed has the meaning given in Recital (A).

Trustee means Perpetual (Asia) Limited, as trustee of Keppel-KBS US REIT.

Trust Group Entities means the Singapore Subsidiaries, the Parent US REIT, the Upper Tier Sub-US REIT, the Lower Tier Sub-US REITs and the TRS.

US REIT means an entity qualified as a real estate investment trust for U.S. federal income tax purposes.

U.S. means the United States of America.

US Asset Manager means KBS.

Underwritten Units means the Offering Units and the Cornerstone Units.

Unit means an undivided interest in Keppel-KBS US REIT as provided for in the Trust Deed.

Unit Lenders means KBS SORP and KCIH, and Unit Lender means any one of them.

Unit Lenders Information means all information in the Preliminary Prospectus and the Prospectus relating to (i) KBS SORP, (ii) KCIH, (iii) the Over-Allotment Option and (iv) the Unit Lending Agreement.

Unit Lending Agreement has the meaning given in Recital (D).

Upper Tier Sub-US REIT means Keppel-KBS US Properties REIT, Inc., which is wholly-owned by the Parent US REIT.

US Tax Code means the US Internal Revenue Code of 1986, as amended.

Vendors means the following entities which are wholly-owned by KBS SOR:

(i) KBS SOR Northridge, LLC (being the vendor of Northridge Center);

(ii) KBS SOR Iron Point, LLC (being the vendor of Iron Point);

(iii) KBS SOR 156th Avenue Northeast, LLC (being the vendor of Bellevue Technology Center);

(iv) KBS SOR Powers Ferry Landing East, LLC (being the vendor of Powers Ferry);

(v) KBS SOR 1800 West Loop South, LLC (being the vendor of 1800 West Loop South);

(vi) KBS SOR 6565-6575 West Loop South, LLC (being the vendor of West Loop I & II);

(vii) KBS SOR Austin Suburban Portfolio, LLC (being the vendor of Great Hills Plaza and Westech 360);

(viii) KBS SOR Westmoor Center, LLC (being the vendor of Westmoor Center);

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(ix) KBS SOR Maitland Promenade II, LLC (being the vendor of Maitland Promenade II); and

(x) KBS SOR Plaza Bellevue, LLC (being the vendor of Plaza Bellevue).

Verification Notes means the verification notes of the verification meetings of the Manager held on 23 August 2017 and 21 October 2017.

West Loop I & II means the properties and improvements located at 6565 & 6575 West Loop South Bellaire, Harris County, Texas, as further described in the Preliminary Prospectus and Prospectus.

Westech 360 means the properties and improvements located at 8911 N Capital of Texas Hwy, Austin, Texas, as further described in the Preliminary Prospectus and Prospectus.

Westmoor Center means the properties and improvements located at 10055 – 10385 Westmoor Drive, Westminster, Jefferson County, Colorado, as further described in the Preliminary Prospectus and Prospectus.

1.2 Interpretation

In this Agreement, references to:

(a) a person refers to any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality;

(b) S$ and Singapore dollars denote the lawful currency for the time being of Singapore;

(c) US$ and United States dollars denote the lawful currency for the time being of the United States; and

(d) times of day and dates are to Singapore times and dates unless otherwise stated.

1.3 Modification etc. of Statutes

References to a statute or statutory provision include:

(a) that statute or provision as from time to time modified, re-enacted or consolidated whether before or after the date of this Agreement;

(b) any past statute or statutory provision (as from time to time modified, re-enacted or consolidated) which that statute or provision has directly or indirectly replaced; and

(c) any subordinate legislation made from time to time under that statute or statutory provision.

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1.4 Clauses, recitals and schedules

Any reference in this Agreement to a Clause, a subclause, a Recital or a Schedule is, unless otherwise stated, a reference to a clause or subclause hereof or a recital or schedule hereto.

1.5 Singular, plural, gender

References to one gender include all genders and references to the singular include the plural and vice versa.

1.6 Rounding

Amounts being determined in proportion to other amounts will be subject to rounding to the nearest unit or cent either upwards or downwards, as determined by the Joint Bookrunners and Underwriters finally and conclusively, to avoid fractional units or cents.

1.7 Headings

Headings and sub-headings are for ease of reference only and shall not affect the construction of this Agreement.

1.8 Legislation

Any reference in this Agreement to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted.

1.9 Several liabilities and rights

Any provision of this Agreement which is expressed to bind more than one Joint Bookrunner and Underwriter shall, save where expressly stated to be otherwise, bind each of them severally (and not jointly and severally). For the avoidance of doubt, each Joint Bookrunner and Underwriter will be responsible under this Agreement on a several (and not joint) basis only for its own actions and omissions and will not be responsible in any manner for any actions or omissions of the other Joint Bookrunners and Underwriters. Any provision of this Agreement which is expressed in favour of more than one Joint Bookrunner and Underwriter shall, save where expressly stated to be otherwise, be exercisable by each of them severally and shall not be required to be exercised by them jointly. For the avoidance of doubt, where the right of one Joint Bookrunner and Underwriter under this Agreement is unavailable to such Joint Bookrunner and Underwriter due to the wilful default, fraud or gross negligence of that Joint Bookrunner and Underwriter, then the corresponding rights of the other Joint Bookrunners and Underwriters will not be affected.

1.10 Capacity of the Manager

The Manager hereby confirms and undertakes that it has, and the parties hereto agree that the Manager has, entered into this Agreement solely in its capacity as the manager of Keppel-KBS US REIT, and that it has (unless otherwise specified) made the representations, warranties and undertakings, and has assumed the obligations set forth in this Agreement, on behalf of Keppel-KBS US REIT.

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1.11 Agreed Form

Any reference herein to a document being in “agreed form” means that the document in question has been agreed between the proposed parties thereto, subject to any amendments that the parties may agree upon prior to (i) the Date of Registration in respect of Clause 3.1(mm) and (ii) in all other cases, the First Closing Date.

2. SUBSCRIPTION, PURCHASE AND STABILISATION

2.1 Subscription for Units

Subject to, and otherwise in accordance with, the terms and conditions of this Agreement, each of the Joint Bookrunners and Underwriters agrees, severally (but not jointly or jointly and severally), to use reasonable endeavours, for and on behalf of the Manager, to procure subscribers for, and failing which to subscribe at the Offering Price for the total number of Underwritten Units set forth opposite each such Joint Bookrunner and Underwriter’s name under “Number of Underwritten Units” in Schedule 1, and the Manager undertakes to procure the issuance of the Units to such subscribers or, as the case may be, to such Joint Bookrunner and Underwriter or to such entities as such Joint Bookrunner and Underwriter may direct.

(a) If a Joint Bookrunner and Underwriter defaults in the performance of its obligations on the First Closing Date to procure subscribers or subscribe for, the Underwritten Units which it has agreed to procure subscribers or subscribe for under this Agreement (such Underwritten Units in respect of which the Joint Bookrunner and Underwriter has defaulted in the performance of its obligations being called the Defaulted Underwritten Units), the non-defaulting Joint Bookrunners and Underwriter shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements to subscribe, or to procure subscribers for, all, but not less than all, of the Defaulted Underwritten Units. If, however, the non-defaulting Joint Bookrunners and Underwriters shall not have completed such arrangements within such 24-hour period, then this Agreement shall terminate without liability to the non-defaulting Joint Bookrunners and Underwriters. Nothing herein shall relieve a defaulting Joint Bookrunner and Underwriter from liability for its default. For the avoidance of doubt, the underwriting and selling commissions payable to the non-defaulting Joint Bookrunners and Underwriters which have subscribed for, or have procured to subscribe for the Defaulted Underwritten Units shall be correspondingly increased to include the underwriting and selling commission originally payable to the defaulting Joint Bookrunner and Underwriter for the sale and placement of the Defaulted Units in accordance with the proportion of the Defaulted Underwritten Units subscribed, or subscription of which is procured, by the relevant non-defaulting Joint Bookrunners and Underwriters.

(b) Payment of the Offering Price for, and delivery of, the Underwritten Units shall take place in accordance with Clause 7.

(c) The parties agree that if after the First Closing Date the Units are not listed on the SGX-ST by 2.00 p.m. (Singapore time) on 9 November 2017 for any reason, including by reason of a stop order being issued by the MAS, any of the Joint Bookrunners and Underwriters shall be entitled to require the Manager and the Trustee to return the Offering Proceeds and proceeds of the Cornerstone Units to

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investors subscribing for Units in the Offering or, as the case may be, the Cornerstone Investors, as soon as practicably possible (for subscriptions made via automated teller machines, within 24 hours) following the Joint Bookrunners and Underwriters becoming aware that the Listing and/or trading in the Units will not proceed, and otherwise in accordance with all applicable laws, rules or directives of any governmental or regulatory agency. The parties further agree that to the extent that upon such failure to list and/or trade the Units on the SGX-ST, any Units are not deemed to have been cancelled by operation of law, that they will reasonably cooperate, including by taking actions as may be necessary with CDP, to return such Units to the Manager and the Trustee for cancellation.

2.2 Offering Price

The Offering Price shall be US$0.88 per Unit.

2.3 Over-Allotment Option

(a) Subject to and in accordance with the provisions of this Agreement, the Joint Bookrunners and Underwriters are hereby granted an Over-Allotment Option by the Unit Lenders, exercisable by the Stabilising Manager (or any of its Affiliates or other persons acting on behalf of the Stabilising Manager) in consultation with the other Joint Bookrunners and Underwriters, in full or in part, on one or more occasions, to acquire from the Unit Lenders in equal proportions up to an aggregate of 31,428,200 Units at the Offering Price, representing not more than 12.0% of the total number of Units in the Offering solely to cover the over-allotment of Units (if any) made in connection with the Offering.

The Over-Allotment Option is exercisable from the Listing Date but no later than the earliest of (i) the date falling 30 days from the Listing Date or (ii) the date when the Stabilising Manager (or any of its Affiliates or other persons acting on behalf of the Stabilising Manager) has bought, on the SGX-ST, an aggregate of 31,428,200 Units (representing not more than 12.0% of the total number of Units in the Offering), to undertake stabilising actions to purchase up to an aggregate of 31,428,200 Units (representing not more than 12.0% of the total number of Units in the Offering), at the Offering Price solely to cover the over-allotment of Units (if any), subject to any applicable laws and regulations.

Such notice of exercise shall be substantially in the form of Schedule 7 of this Agreement, shall state the number of Over-Allotment Units from each Unit Lender in respect of which the Over-Allotment Option is being exercised and shall designate the Option Closing Date for the exercise of the Over-Allotment Option which shall be no earlier than the First Closing Date and no earlier than the date falling three Business Days after the date of such notice.

(b) If a Joint Bookrunner and Underwriter defaults in the performance of its obligations on an Option Closing Date to purchase, or procure purchasers for, the Over-Allotment Units which it has agreed to purchase, or procure purchasers for, under this Agreement (such Over-Allotment Units in respect of which the Joint Bookrunner and Underwriter has defaulted in the performance of its obligations being called the Defaulted Over-Allotment Units), the non-defaulting Joint Bookrunners and Underwriters shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements to purchase, or to procure purchasers

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for, all, but not less than all, of the Defaulted Over-Allotment Units. If, however, the non-defaulting Joint Bookrunners and Underwriters shall not have completed such arrangements within such 24-hour period, then the non-defaulting Joint Bookrunner and Underwriter may terminate their obligations to purchase the Defaulted Over-Allotment Units without liability to the non- defaulting Joint Bookrunners and Underwriters. Nothing herein shall relieve a defaulting Joint Bookrunner and Underwriter from liability for its default.

(c) In the event and to the extent that the Over-Allotment Option is exercised, the Unit Lenders agrees to sell to the Stabilising Manager (in equal proportions), as agent of the Joint Bookrunners and Underwriters, and each of the Joint Bookrunners and Underwriters severally agrees to purchase from the Unit Lenders (in equal proportions), through the Stabilising Manager, in the proportion set out opposite such Joint Bookrunner and Underwriter’s name under “Proportion of Over-Allotment Units” in Schedule 1, subject to and in accordance with the provisions of this Agreement, the Over-Allotment Units, at a price per Over-Allotment Unit equal to the Offering Price.

(d) Each of the Unit Lenders shall on each Option Closing Date, deliver such number of Over-Allotment Units equal to the number of Over-Allotment Units specified against its name as stated in the notice of exercise of the Over-Allotment Option against the payment for the Over-Allotment Units in accordance with Clause 7.2(b) of this Agreement. The obligation of the Stabilising Manager to re-deliver the Over-Allotment Units under the Unit Lending Agreement shall be deemed to have been discharged to the extent of the number of Over-Allotment Units in respect of which the Over-allotment Option has been exercised by the Stabilisation Manager and payment of which has been made to the respective Unit Lender.

(e) Any notice of exercise may only be given on a Business Day and if given later than 5:00 p.m. on any Business Day shall be deemed to have been given on the immediately following Business Day.

2.4 Price Stabilisation

(a) In connection with the Offering, the Stabilising Manager (or any of its Affiliates or other persons acting on behalf of the Stabilising Manager) may, in consultation with the other Joint Bookrunners and Underwriters and at its discretion, to the extent permissible by applicable laws and regulations and in compliance therewith, as principal and not as agent of the Manager, over-allot or effect transactions which stabilise or maintain the market price of the Units at levels that might not otherwise prevail in the open market. However, there is no assurance that the Stabilising Manager (or any of its Affiliates or other persons acting on behalf of the Stabilising Manager) will undertake stabilising action.

(b) Such transactions may commence on or after the date of commencement of trading in the Units on the SGX-ST and, if commenced, may be discontinued at any time and shall not be effected after the earlier of (i) the date falling 30 days from the Listing Date and (ii) the date when the Stabilising Manager (or any of its Affiliates or other persons acting on behalf of the Stabilising Manager) has bought on the SGX-ST an aggregate of 31,428,200 Units (representing not more than 12.0% of the total number of Units in the Offering) to undertake stabilising

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actions (the Stabilisation Period). The Stabilising Manager undertakes that stabilisation will be conducted in compliance with the Securities and Futures (Market Conduct) (Exemptions) Regulations 2006 (the Stabilisation Regulations), provided that each of the Manager, the Sponsors and the Unit Lenders complies with the undertaking in Clause 4.11(b) below. Each of the Manager, the Sponsors and the Unit Lenders undertakes that it will not directly or indirectly, effect or cause to be effected any sell orders during the Stabilisation Period as may be prohibited under the Stabilisation Regulations.

(c) Subject to compliance with the Stabilisation Regulations, the Stabilising Manager may appoint an agent to carry out stabilisation on its behalf. Any loss or profit sustained as a consequence of any stabilisation actions undertaken by the Stabilising Manager shall be for the account of the Joint Bookrunners and Underwriters.

2.5 Appointment

Each of the Manager and the Sponsors hereby confirms the appointment, to the exclusion of all others, of DBS as the Sole Financial Adviser and Issue Manager of the Offering, and DBS, BAML, Citi and CS and as the Joint Bookrunners and Underwriters of the Offering.

Such appointment is made on the basis, and on terms, that each Joint Bookrunner and Underwriter is irrevocably authorised to delegate all or any of its relevant rights, duties, powers and discretions (which rights, duties, powers and discretions shall at all times be exercised in accordance with the provisions of this Agreement) in such manner and on such terms as it reasonably thinks fit (with or without formality and without prior notice of any such delegation being required to be given to the Manager or the Sponsors), and to provide information gained by such Joint Bookrunner and Underwriter in the course of or for the purpose of the Offering or any of the other transactions contemplated by this Agreement, to any one or more of its Affiliates, provided that each Joint Bookrunner and Underwriter shall continue to be bound, severally (but not jointly or jointly and severally), by the terms of this Agreement and shall remain liable under this Agreement for all acts and omissions of any person in breach of this Agreement to which it delegates any such rights, duties, powers or discretions.

2.6 Authorisation

Each of the Manager and the Sponsors has authorised and directed the Joint Bookrunners and Underwriters to do all such acts and things as the Joint Bookrunners and Underwriters may reasonably deem necessary, advisable or desirable for the purposes of or in connection with the Listing and the Offering, subject in all cases to compliance with all applicable laws and regulations and the Joint Bookrunners and Underwriters’ obligations pursuant to this Agreement and agrees to ratify and approve all documents, acts and things which the Joint Bookrunners and Underwriters may lawfully do in the exercise of such authorities.

2.7 Sub-underwriters

The Joint Bookrunners and Underwriters shall be at liberty and may at their discretion procure sub-underwriters in respect of their obligations under this Agreement upon such terms and conditions as they deem fit. For the avoidance of doubt, (a) a Joint

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Bookrunner and Underwriter may appoint an Affiliate as a sub- underwriter, and (b) the sub-underwriting of the underwriting obligations of any of the Joint Bookrunners and Underwriters under this Agreement shall not release such Joint Bookrunner and Underwriter from its underwriting obligations and the Joint Bookrunner and Underwriter shall bear all commission and expenses payable in respect of such sub-underwriting.

2.8 Allocation to subscribers

The Joint Bookrunners and Underwriters shall have the absolute discretion (in consultation with the Manager) with respect to the allocation of Offering Units to subscribers. Without limiting the generality of the foregoing, the Manager hereby authorises the Joint Bookrunners and Underwriters to accept or reject any Application as the Joint Bookrunners and Underwriters may decide, and to allocate any of the Offering Units to any applicant in such number as the Joint Bookrunners and Underwriters may decide, in the manner set forth in the Prospectus and in compliance with the requirements of the SGX-ST.

2.9 Allocation between Public Offer and Placement Tranche

The Joint Bookrunners and Underwriters shall have the discretion (in consultation with the Manager): (a) in the allocation of Offering Units between the Public Offer and the Placement Tranche, and (b) in the re- allocation of Offering Units between the Public Offer and Placement Tranche, in each case, in accordance with the provisions of this Agreement (provided that the minimum unitholding and distribution requirements of the SGX-ST are met).

Notwithstanding anything herein to the contrary but subject to any applicable law and the requirements of the SGX-ST, the parties hereto hereby agree that:

(a) any Offering Units offered under the Public Offer not applied for shall be allocated to satisfy applications for Offering Units offered under the Placement Tranche, to the extent there is an over-subscription for the Placement Tranche at the Offering Price, subject to and on the terms and conditions of the Prospectus applicable to applications for Offering Units under the Placement Tranche; and

(b) any Offering Units offered under the Placement Tranche not applied for shall be allocated to satisfy excess applications for Offering Units offered under the Public Offer, subject to and on the terms and conditions of the Prospectus applicable to applications for Offering Units under the Public Offer.

For the avoidance of doubt, the application of this Clause 2.9 shall not vary the commissions payable under Clause 6.1 and in determining the commissions payable under Clause 6.1, no account shall be taken of the reallocation of the Offering Units under the Public Offer to satisfy applications for Offering Units offered under the Placement Tranche or (as the case may be) Public Offer, or the reallocation of Offering Units under the Placement Tranche to satisfy applications for the Offering Units under the Public Offer pursuant to this Clause 2.9.

2.10 Balloting

In the event that valid applications have been received for more than the number of Units allocated under the Public Offer, the Manager authorises the Joint Bookrunners and Underwriters to arrange for balloting or scaling back of such applications in such

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manner and on the basis of such allocations as the Manager may determine in consultation with the Joint Bookrunners and Underwriters and the SGX-ST.

2.11 Distribution of Prospectus and Announcements

The Manager confirms (i) that it has authorised the Joint Bookrunners and Underwriters to distribute copies of the Preliminary Prospectus and the Prospectus, and (ii) the arrangements made on its behalf by the Joint Bookrunners and Underwriters for announcements in respect of the Units which will be published on such dates and in such newspapers or other publications as it has agreed or will agree with the Joint Bookrunners and Underwriters.

2.12 Appointment and Duties of Receiving Bank

(a) The Manager hereby confirms the appointment of DBS Bank Ltd. as receiving bank in connection with the Offering.

(b) The proceeds of the Offering (including any excess application monies) pursuant to the offer of the Offering Units shall, after payments of all amounts due to the Joint Bookrunners and Underwriters under the Repayment Side Letter, be deposited with DBS Bank Ltd. as the Receiving Bank and be held in a separate non-interest bearing account opened by the Manager and operated by the Receiving Bank and designated as the “KORE USD UNIT ISSUE ACCOUNT” solely for the purpose of depositing such proceeds. The Receiving Bank is hereby authorised to operate such account in accordance with the provisions of this Agreement, the terms of the Receiving Bank Agreement, the rules and directives of the SGX-ST for the time being applicable relating to the operation of such account and all other applicable laws, regulations and directives (including without limitation, the SFA).

(c) The Manager hereby irrevocably authorises the Receiving Bank to return the application monies for the Units on its behalf to the applicants free of interest, share of profits or other benefit arising therefrom in the following situations:

(i) in the event that a supplementary prospectus or replacement prospectus is registered pursuant to Section 298 of the SFA and the applicant exercises its right to a refund of the application monies;

(ii) in the event that a stop order is issued by the MAS in accordance with Section 297 of the SFA; or

(iii) if for any reason whatsoever, the Units are not admitted to the Official List of the SGX-ST.

(d) Payment of the proceeds to the Manager shall be made in United States Dollars.

(e) The Joint Bookrunners and Underwriters shall not be in any way responsible for the obligations of the Trustee and the Manager under Sections 258, 297 and 301 of the SFA.

It is hereby agreed and declared by the Manager that subject to the terms of the Receiving Bank Agreement, the Receiving Bank shall not be obliged to account to

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Keppel-KBS US REIT, the Manager, the Trustee or any person for any interest or any share of revenue or other benefits that may accrue or otherwise derive from such proceeds.

3. REPRESENTATIONS AND WARRANTIES

3.1 Representations and warranties of the Manager

The Manager represents and warrants to and agrees with each Joint Bookrunner and Underwriter as set forth in this Clause 3.1 and accepts that the Joint Bookrunners and Underwriters are entering into this Agreement and the Repayment Side Letter in reliance upon each such representation, warranty and undertaking:

(a) Organisation of the Manager, the Manager US Sub and Keppel-KBS US REIT.

(i) The Manager has been duly organised and is validly existing as a limited liability company under the laws of Singapore with full power and authority to conduct its business as described in the Preliminary Prospectus and the Prospectus and is duly qualified to do business in, and is in good standing (if applicable) under the laws of each jurisdiction that its business is currently operated in, or is contemplated;

(ii) The Manager US Sub is wholly-owned by the Manager and has been duly organised and is validly existing as a limited liability corporation under the laws of the State of Delaware, with full power and authority to conduct its business as described in the Preliminary Prospectus and the Prospectus and own or lease, as the case may be, and to operate its assets and properties and has obtained all approvals, licenses, authorisations and consents required to conduct the activities as delegated to it by the Manager in respect of those activities that are required to be performed in the U.S., and is duly qualified to do business in, and is in good standing (if applicable) under the laws of each jurisdiction that its business is currently operated in, or is contemplated;

(iii) The Manager has been granted the CMS Licence, which is in full force and effect and which has not been amended or revoked, there has been no breach of the terms and conditions applicable to the CMS Licence, and all such terms and conditions to the extent that they are required to be complied with prior to the date hereof, have been complied with;

(iv) Keppel-KBS US REIT has been duly constituted and is validly existing as a unit trust under the laws of Singapore (including the Property Funds Appendix) with full power and authority to own or lease, as the case may be, and to operate its assets and properties (including, without limitation, the Trust Group Entities and upon completion of the Acquisitions, the Properties) and to conduct its business as described in the Preliminary Prospectus and the Prospectus, and does not have any assets or conduct any business apart from what is described in the Preliminary Prospectus and the Prospectus; and

(v) Save for the Manager US Sub and the Trust Group Entities, neither the Manager nor Keppel-KBS US REIT respectively have any subsidiaries,

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associated companies, and/or interest in any joint venture companies, and the Manager and Keppel-KBS US REIT do not own, directly or indirectly, any shares of stock or other equity interests or long-term debt securities of, or otherwise own or control any interest in any corporation, firm, partnership, joint venture, association, enterprise, trust, undertaking or other entity;

(b) Organisation of Trust Group Entities. Each of the Trust Group Entities has been incorporated and is validly existing as a corporation under the laws of its jurisdiction of incorporation with the requisite corporate power and authority to own, use or lease, as the case may be, and to operate its assets and properties (including without limitation, the Properties), to execute and perform its obligations under the Transaction Documents to which it is a party, and conduct its business as described in the Preliminary Prospectus and Prospectus, and is duly qualified to conduct its business in, and is in good standing (if applicable) under the laws of each jurisdiction that its business is currently or is contemplated to be operated in, and does not have any material assets or conduct any business apart from those described in each of the Preliminary Prospectus and the Prospectus;

(c) Ownership structure of Keppel-KBS US REIT. In relation to the Trust Group Entities:

(i) all outstanding voting shares of each of the Singapore Subsidiaries have been or, as the case may be, will be when issued, duly authorised and validly issued and fully paid, and owned directly by the Trustee (on behalf of Keppel-KBS US REIT);

(ii) all outstanding voting shares of the Parent US REIT have been or, as the case may be, will be when issued, duly authorised and validly issued and fully paid, and owned directly by the Singapore Subsidiaries in the proportions set for in the Preliminary Prospectus and Prospectus;

(iii) all outstanding voting shares of the Upper Tier Sub-US REIT have been or, as the case may be, will be when issued, duly authorised and validly issued and fully paid, and owned directly by the Parent US REIT;

(iv) all outstanding voting shares of each of the Lower Tier Sub-US REITs have been or, as the case may be, will be when issued, duly authorised and validly issued and fully paid, and owned directly by the Upper Tier Sub-US REIT; and

(v) all outstanding voting shares of the TRS has been duly authorised and validly issued and fully paid, and owned directly by the Parent US REIT, the Upper Tier Sub-US REIT and the Lower Tier Sub-US REITs as disclosed in the Preliminary Prospectus and Prospectus,

in each case, free and clear of any Encumbrances other than as disclosed in the Preliminary Prospectus and the Prospectus;

(d) Trust Deed. The Trust Deed has been duly authorised, executed and delivered by it, and is in full force and effect and has not been amended or supplemented,

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and constitutes its valid and legally binding agreement, enforceable in accordance with its terms;

(e) Transaction Documents. Each of the Transaction Documents to which the Manager, the Manager US Sub or any of the Trust Group Entities is a party, has been duly authorised, executed and delivered by the Manager, the Manager US Sub or the relevant Trust Group Entity, as the case may be, and when executed and delivered by the Manager, the Manager US Sub or the relevant Trust Group Entity, as the case may be, constitutes each parties’ valid and legally binding agreement, enforceable in accordance with their respective terms and each of the Transaction Documents has not been amended or supplemented without the prior consent of the Joint Bookrunners and Underwriters and other than as disclosed in the Preliminary Prospectus and the Prospectus. Each of the Transaction Documents which has been entered into by the Manager, the Manager US Sub or the relevant Trust Group Entity, as the case may be, is in full force and effect and there are no breaches or defaults of these agreements, to the knowledge of the Manager, on the part of the counterparties to these agreements. To the knowledge of the Manager, there is no reason why the transactions described in the Transaction Documents (as applicable) would not be consummated;

(f) The Property Managers and Leasing Agents. The appointment of the Property Managers and Leasing Agents by the Manager, the Manager US Sub, the Lower Tier Sub-US REITs and the TRS, as the case may be, have been duly authorised;

(g) The US Asset Manager. The appointment of the KPA Guarantor and of the US Asset Manager through the KPA Guarantor pursuant to the KBS Management Agreement, (i) has been done in compliance with applicable MAS guidelines on outsourcing, and (ii) to the best of the Manager’s knowledge after due and careful inquiry, has been duly authorised and the US Asset Manager has full power and authority to enter into the KBS Management Agreement and has obtained all approvals, licences, authorisations and consents required to execute and perform its obligations thereunder;

(h) KCI. The outsourcing of services to KCI by the Manager pursuant to the Keppel Management Agreement (i) has been done in compliance with applicable MAS guidelines on outsourcing, and (ii) has been duly authorised and the Manager and KCI have full power and authority to enter into the Keppel Management Agreement and have each obtained all approvals, licences, authorisations and consents required to execute and perform their respective obligations thereunder;

(i) No conflicts. None of the allotment, issue and sale of the Units (including the Offering Units, the Cornerstone Units, the Relevant Entities Subscription Units and the Initial Unit (which includes the Over-Allotment Units)), the execution, delivery and performance of any of the Transaction Documents, the issue, distribution and availability of the Preliminary Prospectus and the Prospectus and any amendment or supplement thereto, the consummation of any of the transactions contemplated herein or therein, the fulfilment of the terms hereof or thereof or any other event, constitutes or will constitute an event which entitles any person to require the redemption, repurchase or repayment of any indebtedness of the Manager, the Manager US Sub, Keppel-KBS US REIT or

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any of the Trust Group Entities, or will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any asset or property belonging to the Manager, the Manager US Sub, Keppel-KBS US REIT or any of the Trust Group Entities (including without limitation, the Properties), whether with the passage of time or giving of notice or otherwise, in each case pursuant to:

(i) the Constitution, bylaws, trust deeds or other constitutive documents of the Manager, the Manager US Sub, Keppel-KBS US REIT or any of the Trust Group Entities;

(ii) the terms of any Document to which the Manager, the Manager US Sub, Keppel-KBS US REIT or any of the Trust Group Entities is a party or bound or to which their assets or properties are subject (including, without limitation, the Trust Deed); or

(iii) any statute, law, rule, regulation, judgment, order or decree (including, without limitation, the Listing Rules, the SFA, the CIS Regulations and the Code (including the Property Funds Appendix)) applicable to the Manager, the Manager US Sub, Keppel-KBS US REIT and/or any of the Trust Group Entities of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Manager, the Manager US Sub, Keppel-KBS US REIT and/or any of the Trust Group Entities, or any of their respective assets and properties (including without limitation, the Properties), as applicable,

except in the case of paragraphs (ii) and (iii) only, where such conflict, breach, violation or imposition would not, individually or in the aggregate, have a Material Adverse Effect.

No event has occurred and is subsisting or to the Manager’s knowledge is about to occur which constitutes or would constitute a default or result in a default, or would reasonably be expected to result in, the acceleration by reason of default of any obligation under any agreement, undertaking, instrument or arrangement to which the Manager, the Manager US Sub, Keppel-KBS US REIT or any of the Trust Group Entities is a party or by which their or any of their interests, properties, revenues and assets are bound, except where such default would not, individually or in the aggregate have a Material Adverse Effect;

(j) No consents required. No consent, approval, authorisation, licence, filing with or order of any court or governmental agency or body (including, but not limited to, any consent, approval or authorisation of the shareholders of the Manager) is required by the Manager, the Manager US Sub, Keppel-KBS US REIT or any of the Trust Group Entities in connection with (1) the transactions contemplated by the Transaction Documents (including the execution, delivery and performance thereof), the appointment of the Manager as manager of Keppel-KBS US REIT, the outsourcing to KCI by the Manager of certain functions pursuant to the Keppel Management Agreement, the outsourcing of certain asset management functions to KBS, through the KPA Guarantor, as U.S. asset manager of Keppel-KBS US REIT pursuant to the KBS Management Agreement, the appointment of the various Property Managers pursuant to the Property Management Agreements and the appointment of the various Leasing Agents pursuant to the

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Leasing Services Agreements, or (2) for the Manager, the Manager US Sub, Keppel-KBS US REIT or any of the Trust Group Entities to own their assets (including the Properties) and to conduct their businesses as contemplated by the Preliminary Prospectus and the Prospectus, except for:

(i) such as have been obtained and disclosed in the Preliminary Prospectus and the Prospectus; and

(ii) the registration of the Prospectus with the MAS,

and all such consents, approvals, authorisations, licences, filings with or orders of court or governmental agency of body, as the case may be, are in full force and effect and to the extent that the same is subject to any conditions that are required to be complied with or fulfilled on or before the First Closing Date, that such conditions have been complied with and fulfilled, except for such consent, approval, authorisation, licence, filing with or order of any court or governmental agency or body, the lack of which, or failure to comply or fulfil would not, individually or in the aggregate have a Material Adverse Effect;

(k) Capitalisation of Keppel-KBS US REIT.

(i) The structure of Keppel-KBS US REIT (including the holding structure of each of the Trust Group Entities and the holding structure of the Properties), and Keppel-KBS US REIT’s authorised and outstanding Units, in each case as of the Listing Date, are as set forth in the Preliminary Prospectus and the Prospectus (and each of such Units is fully paid at such time);

(ii) The Offering Units, the Cornerstone Units, the Initial Unit and the Relevant Entities Subscription Units (which includes the Over-Allotment Units) have been duly and validly authorised and, when issued and delivered to and paid for by the Joint Bookrunners and Underwriters pursuant to this Agreement, the Cornerstone Subscription Agreements, the Unit Lending Agreement or the Relevant Entities Subscription Agreements, or by subscribers or purchasers thereof in the Offering in accordance with the Preliminary Prospectus and the Prospectus, will be duly and validly issued and fully paid and the persons in whose name the Units are registered will be entitled to the rights specified therein and in the Trust Deed;

(iii) The Units (including the Cornerstone Units, the Offering Units, the Initial Unit and the Relevant Entities Subscription Units (which includes the Over-Allotment Units)) will be validly issued fully paid and free from all Encumbrances, and will be freely transferable (subject to the Lock-Up Letters). All such Units will, upon issue, rank pari passu in all respects with each other and with the existing Units in issue. The holders of Units already in issue at the time of issue of such Units will not be entitled to, or will have duly and irrevocably waived, any pre-emptive or any other rights with respect to the acquisition, issuance and sale of those Units;

(iv) Other than pursuant to this Agreement, the Cornerstone Subscription Agreements, the Unit Lending Agreement and the Relevant Entities

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Subscription Agreements, or as described in the Preliminary Prospectus and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for Units or other ownership interests in Keppel-KBS US REIT or any of the Trust Group Entities to which the Manager, the Manager US Sub, Keppel-KBS US REIT or any of the Trust Group Entities is a party are outstanding;

(v) The statements set forth in the Preliminary Prospectus and the Prospectus under the caption “The Formation and Structure of Keppel-KBS US REIT”, insofar as they purport to constitute a summary of the terms of the Trust Deed and the Units, fairly and accurately summarise the matters therein described; and

(vi) Other than pursuant to lock-up undertakings which are or will be given in favour of the Joint Bookrunners and Underwriters (including the Lock-Up Letters) and save as provided in the Trust Deed and/or as disclosed in the Preliminary Prospectus and the Prospectus, there are no restrictions (whether under the laws of Singapore or otherwise) on subsequent transfers of Units subscribed for or purchased under the Offering;

(l) No Violation. None of the Manager, the Manager US Sub, Keppel-KBS US REIT or any of the Trust Group Entities is in, nor is any one of them aware of any fact or circumstances that may give rise to, a violation or default of the terms of:

(i) any provision of its Constitution, memorandum and articles of association or trust deeds or other constitutive documents, as the case may be;

(ii) any Document to which it is a party or bound or to which its assets or properties (including, without limitation, the Properties) is subject (including, without limitation, the Trust Deed); or

(iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over it or any of their assets or properties (including, without limitation, the Properties), as applicable,

except in the case of paragraphs (ii) and (iii) only, where such event, violation or default would not, individually or in the aggregate, have a Material Adverse Effect;

(m) No proceedings. No action, suit or litigation, arbitration, investigation or administrative proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Manager, the Trustee (in its capacity as trustee of Keppel-KBS US REIT), the Manager US Sub, Keppel-KBS US REIT, any of the Trust Group Entities and each of their respective assets and properties (including, without limitation, the Properties), and the directors, officers, employees of the Manager and/or the Manager US Sub is pending or, as far as the Manager is aware, threatened and to the Manager’s knowledge, no event has occurred which could reasonably be expected to give rise to any such proceedings that could, individually or in the aggregate, to have a Material Adverse Effect, and no order has been made or resolution passed and no petition

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has been presented for the winding-up of any of the Manager, the Manager US Sub, Keppel-KBS US REIT, or any of the Trust Group Entities or for the appointment of an administrator, provisional supervisor, provisional liquidator or analogous officer;

(n) No cessation or insolvency. None of the Manager, the Manager US Sub, Keppel-UBS US REIT or any of the Trust Group Entities is in liquidation in any jurisdiction, nor, to the best of the Manager’s knowledge, has any step or action been taken or threatened, nor any resolution passed, nor legal proceedings started or threatened, nor orders made in any jurisdiction, nor any petitions presented, for the winding up or dissolution of any of the Manager, the Manager US Sub, Keppel-UBS US REIT or the Trust Group Entities, or for any of them to enter into any compromise, arrangement, scheme of arrangement or composition for the benefit of creditors, or for the appointment of a receiver, administrator, receiver and manager, judicial manager, trustee, provisional supervisor, provisional liquidator, liquidator or similar or analogous officer or equivalent person of any of them or their respective interests, properties, revenues or assets (including, without limitation, the Properties).;

(o) No immunity. None of the Manager, the Manager US Sub, Keppel-KBS US REIT, any of the Trust Group Entities nor any of their respective properties, assets or revenues (including, without limitation, the Properties) are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment, or from other legal process or proceeding for the giving of any relief or for the enforcement of any judgment in any such court;

(p) No Stabilisation. Neither the Manager nor any person acting on its behalf (other than the Stabilising Manager or any of its Affiliates or other persons acting on behalf of the Stabilising Manager) has taken, directly or indirectly, any action designed to cause or which has constituted or which might reasonably be expected to cause or result, under any applicable law or regulation or otherwise, in the stabilisation or manipulation of the price of any security of Keppel-KBS US REIT (including options in respect of the Units and other securities which are convertible into or exchangeable for those Units and any associated securities) to facilitate the sale or resale of the Units, or which would or might otherwise be reasonably expected to constitute stabilising action or the purpose of which is to create actual, or apparent, active trading in, false or misleading impression as to the market in or value of the Units or to stabilise, manipulate or raise the price of the Units;

(q) Ownership of Properties.

(i) Upon completion of the Acquisitions on the Completion Date, each of the Lower Tier Sub-US REITs will have marketable fee simple title to the relevant Properties as described in the Preliminary Prospectus and the Prospectus as set forth in the Proforma Title Insurance Policies. Except for the Title Insurance Exceptions, the Manager is not aware of any Encumbrances or other title matters relating to the Properties which will adversely affect the relevant Lower Tier Sub-US REITs’ title to the relevant Properties upon such completion of the Acquisitions.

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(ii) Upon completion of the Acquisitions on the Completion Date, except for the Title Insurance Exceptions or as otherwise described in the Preliminary Prospectus and the Prospectus or as otherwise would not individually or in the aggregate have a Material Adverse Effect, the Lower Tier Sub-US REITs:

(a) will have marketable title to all other assets and properties to be owned by them in connection with the ownership and operation of the Properties, in each case, free and clear of all Encumbrances of any kind;

(b) will have obtained all necessary governmental, regulatory and other approvals and/or consents which may be required in connection with the acquisition, lease, sub-lease, licence, occupation and use of the Properties and such approvals and/or consents have not been amended or revoked; and

(c) will be entitled as legal and beneficial owners of the Properties to all rights and benefits as landlord, lessor or licensor under the tenancies, leases or licences to which it will be a party as landlord or licensor in respect of the Properties, and such tenancies, leases or licences are in full force and effect.

(iii) Upon completion of the Acquisitions on the Completion Date, except as described in the Preliminary Prospectus and the Prospectus or as otherwise would not individually or in the aggregate have a Material Adverse Effect, none of the Lower Tier Sub-US REITs:

(a) is or will be, and as far as the Manager is aware, none of the Vendors or any other person are or will be, in breach under any of such leases, tenancies or licences at the Properties (and the Manager does not know of any event which, but for the passage of time or the giving of notice, or both, would constitute a breach under any of such leases, tenancies or licences);

(b) have received notice of any cause of action that has been asserted by anyone adverse to the rights of the Lower Tier Sub-US REITs under any of the leases, tenancies or licences mentioned above, or affecting or challenging their respective rights to the continued possession of the leased, tenanted or licensed premises under any such lease, tenancies or licences; and

(c) have received notice of any cause of action that has been asserted by any governmental entity that the Lower Tier Sub-US REITs or the Properties are subject to any threatened or pending real property tax assessment or condemnation or eminent domain proceeding;

(iv) Save for the Properties, none of the Manager, the Manager US Sub, Keppel-KBS US REIT or any of the Trust Group Entities will, on the

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Listing Date, directly or indirectly, own or have any interest in any real property (whether freehold or leasehold) or any land use rights;

(r) Real Property Regulations. Except for Environmental Laws, which are addressed below, each Property complies with all applicable codes, laws and regulations in the U.S. (including, without limitation, planning, construction planning, construction, building and zoning codes and the relevant laws and regulations relating access to such Properties), except as disclosed in the Preliminary Prospectus and the Prospectus or where the failure to so comply would not individually or in the aggregate reasonably have a Material Adverse Effect. No Property is the subject of any pending condemnation proceedings, land acquisition proceedings, zoning change or proceeding (and to the Manager’s knowledge no such proceedings have been threatened) that would affect the operation of the business at such Property as described in both the Preliminary Prospectus and the Prospectus, size or use of, or access to such Property except for such non-compliance, actions, proceedings or changes that would not, individually or in the aggregate, have a Material Adverse Effect;

(s) Environmental Laws. Save as disclosed in the boxed sections of the Preliminary Prospectus and the Prospectus set out in Schedule 9, except for matters which would not individually or in the aggregate have a Material Adverse Effect, the Trustee, the Manager, the Manager US Sub, Keppel-KBS US REIT, each of the Trust Group Entities and the Properties:

(i) are in compliance with all applicable Environmental Laws, have no actual or contingent liability to make good, repair, re-instate or clean up any of the Properties and have no knowledge of any imminent requirement for any of the foregoing;

(ii) have not received any notice of any actual or potential liability under applicable Environmental Laws; and

(iii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws which may result in the revocation or loss of such permits, licenses or other approvals, or otherwise result, individually or in the aggregate, in a Material Adverse Effect;

(t) No Dispute. To the Manager’s knowledge, there is no outstanding dispute, notice, or complaint affecting, or which might in the future affect, the use of any part of the Properties for the purposes for which it is now used (including pursuant to leases at the Properties), save for any dispute, notice or complaint that would not individually or in the aggregate have a Material Adverse Effect. There are no existing circumstances which would entitle or require the U.S. federal, state and local governments or any landlord or other person to exercise any powers of entry and taking possession or which would otherwise restrict or terminate the current use of any of the Properties or terminate the continued possession or occupation of any of the Properties, except for such event which will not, individually or in the aggregate, have a Material Adverse Effect;

(u) Tenants and Licensees of Properties. No tenant (including sub-tenant), lessee (including sub-lessee) or licensee (including sub-licensee) of any of the

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Properties is subject to a bankruptcy proceeding which is known to the Manager or is in default under or in breach of any of the tenancies, leases or licences pursuant to which parts of the Properties are currently tenanted, leased or licensed (and there is no event, but for the passage of time or the giving of notice, or both, which would constitute a default under any of such tenancies, leases or licences) and to which the Trustee, Keppel-KBS US REIT or any of the Trust Group Entities will be a party as landlord, lessor and/or licensor, such tenancies, leases or licences are in full force and effect, and none of the terms, covenants, stipulations or restrictions contained in any tenancy relating to the Properties will be breached or give rise to a right of lease termination by reason of the implementation of the Acquisitions and the Offering, except for such default or breach which will not, individually or in the aggregate, have a Material Adverse Effect;

(v) Properties. Except for the Title Insurance Exceptions or as otherwise disclosed in the Preliminary Prospectus and the Prospectus or as otherwise would not individually or in the aggregate have a Material Adverse Effect, to the Manager’s knowledge, there are no encroachments affecting any of the Properties which are located on, below or above ground level and each of the Properties:

(i) has legal access, either directly or indirectly, to public roads or rights of way and each of the Properties is served by appropriate drainage, water, electricity and gas services all of which are connected to the public mains with no imminent or likely interruption of such passage or provision; and

(ii) has no structural or other material defects affecting or likely to affect the buildings and structures on or comprising such Properties or any parts of such Properties and such buildings and structures, are in good and substantial repair and condition and are fit for the purposes for which they are presently used or proposed to be used.

Except as disclosed in the Preliminary Prospectus and the Prospectus or as would not individually or in the aggregate have a Material Adverse Effect, no developments, alterations or improvements have been carried out in relation to any of the Properties which would require any consent and for which consent has not been properly obtained and complied with nor have any conditions or restrictions imposed thereon not been fully observed and performed;

(w) Use of Properties. Save as disclosed in the boxed sections of the Preliminary Prospectus and the Prospectus set out in Schedule 9, having duly considered the Title Insurance Exceptions, there are no covenants, restrictions, burdens, stipulations, conditions, terms or outgoings affecting any of the Properties which are of an unusual or onerous nature or which materially and adversely affect the use or intended use of any of the Properties;

(x) Insurance.

(i) Effective as of the Completion Date, title to the Properties will be insured by the Title Insurance Company, in the name or for the benefit of Lower Tier Sub-US REIT 1 in respect of Bellevue Technology Center, Lower Tier Sub-US REIT 2 in respect of The Plaza Buildings, Lower Tier Sub-US REIT 3 in respect of Iron Point, Lower Tier Sub-US REIT 4 in respect

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of Westmoor Center, Lower Tier Sub-US REIT 5 in respect of Great Hills Plaza, Lower Tier Sub-US REIT 6 in respect of Westech 360, Lower Tier Sub-US REIT 7 in respect of 1800 West Loop South, Lower Tier Sub-US REIT 8 in respect of West Loop I & II, Lower Tier Sub- US REIT 9 in respect of Powers Ferry, Lower Tier Sub-US REIT 10 in respect of Northridge Center, and Lower Tier Sub-US REIT 11 in respect of Maitland Promenade II (collectively, the Insured Parties), for so long as the Insured Party shall continue to own its Property, in each case:

(A) in such amounts representing the respective purchase consideration at which each of the Insured Parties will purchase the relevant Property from the relevant Vendor;

(B) subject only to the Title Insurance Exceptions set forth in the applicable Proforma Title Policy for each Property; and

(C) the final title insurance policies shall be substantially in the form of the Proforma Title Policies and shall be in effect on the Listing Date.

(ii) On and from the Completion Date, for as long as the Lower Tier Sub-US REITs are the owners of the Properties, the Properties will be insured in the name or for the relevant Insured Party by insurers of recognised financial responsibility against such losses and risks and in such amounts as are prudent and customary for properties of a similar nature as the relevant Property;

(iii) All such policies of insurance in (i) and (ii) above will be in full force and effect and from the closing of the transactions contemplated by the Portfolio Purchase and Sale Agreement and the Insured Parties will be in compliance with the terms of such policies and instruments, except where the failure to so comply would not individually or in the aggregate, result in the increase of premiums payable, the reduction of insured amounts or the termination of such policies;

(iv) None of the Trustee, the Manager, the Manager US Sub, Keppel-KBS US REIT or any of the Trust Group Entities have been refused any insurance coverage sought or applied for with respect to each of the Properties; and

(v) So far as the Manager is aware, no circumstances have arisen which would vitiate or permit the insurers to void any of the policies of insurance in effect relating to any of the Properties;

(y) Permits and Licences. Save as disclosed in the boxed sections of the Preliminary Prospectus and the Prospectus set out in Schedule 9, the Manager, the Trustee, the Manager US Sub, the US Asset Manager, Keppel-KBS US REIT, the Trust Group Entities and the KPA Guarantor and the US Asset Manager (in respect of activities they undertakes in relation to Keppel-KBS US REIT and its assets and properties (including the Trust Group Entities and the Properties), or the performance of their obligations under the KBS Management Agreement) possess (or will obtain in the ordinary course without breach of any applicable laws or regulations) all licences, certificates, permits and other

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authorisations issued by the appropriate regulatory authorities or required under the provisions of all applicable laws (including but not limited to the Property Funds Appendix) necessary to conduct the business and to own the assets as contemplated to be conducted or owned by it in the Preliminary Prospectus and the Prospectus and the Manager has not and, as far as the Manager is aware, none of the KC Group, the KBS Group and/or any of the Vendors has, with respect to the Properties, received any notice of proceedings relating to the revocation or modification of any such licence, certificate, authorisation or permit and the Manager has no reason to believe that any such licence, certificate, authorisation or permit will not be renewed in the ordinary course, except for such licences, certificates, permits and other authorisations, the lack of which will not, individually or in the aggregate, if the subject of an unfavourable decision, ruling or finding, have a Material Adverse Effect;

(z) Internal Accounting Controls. The Manager will by the Listing Date establish and will maintain, in compliance with applicable rules and regulations, a system of internal accounting and financial reporting controls with respect to Keppel-KBS US REIT and its subsidiaries sufficient to provide reasonable assurance that:

(i) transactions are executed in accordance with management’s general and specific authorisations;

(ii) transactions are recorded as necessary to (1) permit preparation of financial statements in accordance with International Financial Reporting Standards, (2) maintain books, records and accounts in relation to the performance of the assets of Keppel-KBS US REIT and its subsidiaries which are accurate and fair and provide sufficient basis for the preparation of financial statements; and

(iii) all necessary announcements can and will be made as and when required by the Code and the Listing Rules.

(aa) Accounting Policies. From the date of constitution of Keppel-KBS US REIT, Keppel-KBS US REIT and the Trust Group Entities have adopted accounting policies which are in conformity with International Financial Reporting Standards, and such accounting policies have been applied on a consistent basis and have not been amended or modified since their adoption;

(bb) Intellectual Property. Neither Keppel-KBS US REIT nor any of the Trust Group Entities owns or possesses any trademarks, service marks or trade names, or licensing rights for the use of any trademarks, service marks and trade names (together, Intellectual Property) (if any). The Manager, the Trustee, the Manager US Sub, Keppel-KBS US REIT and the Trust Group Entities have obtained all permissions and consents for the use of any Intellectual Property being used, have complied with all obligations and requirements in the use of such Intellectual Property, have not received any notice and are not aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property and which non-compliance or infringement would individually or in the aggregate result in a Material Adverse Effect;

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(cc) Information Provided. All information provided by or on behalf of the Manager and its directors, employees and officers to the Joint Bookrunners and Underwriters or their legal advisers, or to any of the Advisers, Experts or the Reporting Auditors for the purposes of the Offering (including the Verification Notes) or any of their respective reports or letters contained or referred to in the Preliminary Prospectus and the Prospectus or any management representations or documents or other information requested by the Reporting Auditors or Allen & Gledhill LLP or DLA Piper LLP or Sheppard Mullin Richter & Hampton LLP in connection with the provision of any comfort letters and with the legal due diligence reports on the Properties or for the purposes of or in the course of preparation of any application, request or response to the SGX-ST and the MAS or other regulatory authorities or set out in or accompanying the applications to the SGX-ST dated 14 June 2017 and 25 August 2017 for the listing and quotation of the Units, or any other purpose related to the Offering, in each case, as amended, modified or supplemented by any additional material information provided by or on behalf of the Manager to the Joint Bookrunners and Underwriters, their legal advisers or any of the Advisers prior to the date of this Agreement or otherwise superseded by information in the Preliminary Prospectus and the Prospectus, are:

(i) true and accurate in all material respects, and not misleading in any material respect, whether by omission or misstatement in light of the circumstances under which such statement was made, and no information in connection with the Offering or otherwise has been withheld by the Manager from the Joint Bookrunners and Underwriters and their legal or other professional advisers, or any of the Advisers, the SGX-ST or the MAS; and

(ii) as regards forecasts or estimates, and statements of opinion, belief, intention or expectation, truly, honestly and reasonably held and given in good faith after due and careful enquiry;

(dd) Marketing Materials. The information, opinions, projections and intentions contained in any Marketing Material approved by the Manager and distributed or communicated in connection with the Offering are consistent in all material respects with the information, opinions, projections and intentions contained in the Preliminary Prospectus and the Prospectus, are true and accurate and not misleading in any material respect, and all reasonable enquiries have been made to ascertain or verify the foregoing, and will comply with all applicable statutory, regulatory and stock exchanges rules; in particular, the product highlights sheets accompanying each of the Preliminary Prospectus and Prospectus are prepared in accordance with applicable laws, regulations and guidelines, including the Guideline No. SFA 13-G13 titled “Guidelines on the Product Highlights Sheet for Offers of Debt Securities, Hybrid Instruments and Equity Securities” issued by the MAS on 5 February 2016;

(ee) Preliminary Prospectus and Prospectus.

(i) The Preliminary Prospectus (as at its date of publication) and the Prospectus (as of its date of publication and as at each Closing Date) contains and any amendment or supplement thereto will at their date of publication and each Closing Date contain, all information that investors

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and their professional advisers would reasonably require and reasonably expect to find there, or that is necessary to enable investors and their investment advisers to make an informed assessment of the merits and risks of an investment in Keppel-KBS US REIT, including without limitation the assets and liabilities, financial position, performance, profits and losses and prospects of Keppel-KBS US REIT and its subsidiaries, and the rights attaching to the Units;

(ii) the Preliminary Prospectus (as at its date of publication) and the Prospectus (as at its date of publication and each Closing Date) do not, and in the case of any amendment or supplement to the Prospectus as at the date of its publication and the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(iii) the statements of intention, opinion, belief or expectation contained in the Preliminary Prospectus (as at its date of publication) and the Prospectus (as at its date of publication and the Closing Date) were, and in the case of any amendment or supplement to the Prospectus at the date of its publication and the Closing Date will be, honestly and reasonably made or held; and

(iv) all reasonable enquiries have been made to ascertain such facts and to verify the accuracy of all such statements;

(ff) Independent Valuers. The valuers who prepared the valuations in respect of the Properties, as described in the Preliminary Prospectus and the Prospectus, are independent valuers with respect to the Sponsors, the Manager, the Manager US Sub, Keppel-KBS US REIT and the Trust Group Entities;

(gg) Reporting Auditors. The Reporting Auditors who have certified certain financial information of Keppel-KBS US REIT and its subsidiaries and delivered their report with respect to the financial information of Keppel-KBS US REIT and its subsidiaries (including the related notes and schedules) included in the Preliminary Prospectus and the Prospectus, are independent registered public accountants/independent auditors with respect to Keppel-KBS US REIT and its subsidiaries pursuant to the SFA and duly licensed under applicable regulatory requirements of Singapore;

(hh) Financial and Statistical Information.

(i) The unaudited pro forma financial information of Keppel-KBS US REIT and its subsidiaries (including any related notes and schedules) included in both the Preliminary Prospectus and the Prospectus:

(a) presents accurately in all material respects the financial condition of Keppel-KBS US REIT and its subsidiaries as of the dates indicated and has been prepared in conformity with International Financial Reporting Standards. The financial data set forth under the caption “Unaudited Pro Forma Financial Information” in both the Preliminary Prospectus and the

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Prospectus fairly and accurately presents in all material respects, on the basis stated in both the Preliminary Prospectus and the Prospectus, respectively, the information included therein;

(b) has been properly prepared on the basis of the assumptions set out in both the Preliminary Prospectus and the Prospectus after making the adjustments set out in the Preliminary Prospectus and the Prospectus (and that such adjustments are appropriate for the purpose of such preparation); and

(c) has been reviewed by the Reporting Auditors; and

(ii) Nothing has come to the attention of the Manager that has caused the Manager to believe that the statistical and market-related data included in the Preliminary Prospectus and the Prospectus is not based on or derived from sources that are reliable and accurate and the Manager has obtained the written consent to the use of such data from such sources to the extent required;

(ii) Forward-Looking Statements. No Forward-Looking Statement contained in the Preliminary Prospectus and the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith. All Forward-Looking Statements and all forecasts, estimates, expressions of opinion, intention and expectation contained in the Preliminary Prospectus and the Prospectus are made on reasonable grounds, are honestly held by the Manager and have been made after reasonable enquiry and consideration, and all expressions of opinion, intention and expectation attributed to any person or persons in the Preliminary Prospectus and the Prospectus are considered by the Manager and its directors to be fair and not misleading in any material respect. The statements and financial information (including the assumptions) included in the Preliminary Prospectus and the Prospectus under the heading “Profit Forecast and Profit Projection” (together, the Projections) have been properly compiled, have taken into account such receivables (including all rental income from the Properties), payables (including capital expenditures, operating expenses, property taxes and such other payments required to be made in respect of the Properties as noted in the Title Insurance Exceptions) and other contingent liabilities (other than those which Keppel-KBS US REIT and/or the Trust Group Entities have been indemnified under legally enforceable indemnities provided by parties other than the Manager, the Manager US Sub, the Trustee, Keppel-KBS US REIT or any of the Trust Group Entities) of Keppel-KBS US REIT for the period from 1 January 2018 to 31 December 2019, and have been prepared in accordance with the accounting policies set out in the Preliminary Prospectus and the Prospectus and are presented in accordance with the relevant presentation principles of International Financial Reporting Standards applied on a consistent basis throughout the periods involved. All assumptions material to the Projections are fairly and accurately described in the Preliminary Prospectus and the Prospectus, the assumptions used in the preparation of the Projections are appropriate and reasonable, there are no facts or any assumptions known to the Manager and its directors which have not been taken into account in preparing the Projections and which could reasonably be expected to have, individually or in aggregate, a material

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adverse effect on the Projections, and the Manager and its directors are not aware of any business, economic or industry developments inconsistent in any material respect with the assumptions underlying the Projections. Without prejudice to the generality of the foregoing, the Manager discussed the Projections with the Reporting Auditors and the Manager does not disagree with the opinion of the Reporting Auditors expressed in their reports contained in the Preliminary Prospectus and the Prospectus;

(jj) Working capital. (i) Keppel-KBS US REIT and the Trust Group Entities do not have any capital commitment which is sufficiently material to merit disclosure in the Preliminary Prospectus and the Prospectus but is not so disclosed; and (ii) taking into account the net proceeds to be received by Keppel-KBS US REIT from the Offering and the application of such proceeds in the manner stated in the section of the Preliminary Prospectus and the Prospectus under the heading “Use of Proceeds”, the available cash balance of Keppel-KBS US REIT and the cash flow expected to be generated from operations after the Listing Date, the Manager believes that the working capital available to Keppel-KBS US REIT and its subsidiaries is and will be sufficient for the present working capital requirements of the Keppel-KBS US REIT and its subsidiaries and in any event for at least 12 months from the close of the Offering;

(kk) No indebtedness. Save as disclosed in the Preliminary Prospectus and the Prospectus, none of the Manager, the Manager US Sub, Keppel-KBS US REIT or any of the Trust Group Entities has any capital commitment, guarantees or other contingent liabilities and is, or has been party to any unusual, long term or onerous commitments, contracts or arrangements not in the ordinary and usual course of business.;

(ll) Collective Investment Scheme. Keppel-KBS US REIT has been duly authorised by the MAS as a collective investment scheme which is a real estate investment trust pursuant to Section 286 of the SFA and in accordance with the Code and the Property Funds Appendix;

(mm) Announcements. All statements of fact contained in any public announcements required for the purposes of the Offering in relation to the Offering made by or on behalf of entities within the Keppel Group, the KBS Group or by the Manager or KPAor their respective Affiliates are true and accurate in all material respects and not misleading in any material respect;

(nn) Eligibility-to-list letter. Keppel-KBS US REIT has received the ETL Letter from the SGX-ST for the Listing and all necessary copies of the Prospectus will be delivered to the SGX-ST pursuant to such letter;

(oo) Registration of Prospectus. A copy of the Prospectus in agreed form (duly signed by or on behalf of the directors of the Manager) will be registered as a prospectus with the MAS in accordance with Section 296 of the SFA on the date hereof together with all other documents required by law or the MAS to be filed or accompanying the Prospectus at the time of registration;

(pp) No Broker’s Fees. Neither the Manager nor any of their Affiliates or any person acting on its behalf has paid or agreed to pay to any person any compensation for soliciting another to subscribe or purchase any securities of Keppel-KBS US

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REIT (except as contemplated by this Agreement or as disclosed in the Preliminary Prospectus and the Prospectus);

(qq) Taxes. Other than real property transfer taxes and nominal stamp duty, there are no stamp duties or other issuance or transfer, capital gains, income and withholding taxes or duties or other similar taxes, fees or charges required to be paid in connection with the execution, delivery and performance of any of the Transaction Documents or the issuance or the sale of the Offering Units under this Agreement; save as disclosed above and in the Preliminary Prospectus and the Prospectus, none of the Properties or properties and assets of the Manager, the Manager US Sub, Keppel-KBS US REIT or any of the Trust Group Entities will be subject to any taxes or duties or similar fees or charges in connection with the transactions to be performed under the Transaction Documents. Each of the Manager, the Manager US Sub, Keppel-KBS US REIT and the Trust Group Entities has complied with all applicable laws and regulations in respect of the payment of taxes;

(rr) Distributions. Save as disclosed in the Preliminary Prospectus and the Prospectus, none of Keppel-KBS US REIT or any of the Trust Group Entities is prohibited by applicable law or by any contractual obligation or contractual restriction, directly or indirectly, from paying any dividends or from making any other distribution on its income or its capital, or from repaying any loans or advances to it and the Manager is not prohibited by applicable law or by any contractual obligation or contractual restriction from declaring any distributions on Keppel-KBS US REIT’s income in accordance with the Trust Deed. No authorisation, approval or consent of any governmental authority or agency of such jurisdiction is required to effect distributions by Keppel-KBS US REIT or any of the Trust Group Entities and such distributions may be converted into foreign currency and freely transferred out of such jurisdiction;

(ss) No Undisclosed Relationships. Other than as disclosed in both the Preliminary Prospectus and the Prospectus:

(i) none of the Manager (as manager of Keppel-KBS US REIT), the Manager US Sub, the Trustee (as trustee of Keppel-KBS US REIT), Keppel-KBS US REIT, any of the Trust Group Entities is a party to any transaction entered into other than on normal commercial terms; and

(ii) no transaction exists between (1) the Manager (as manager of Keppel-KBS US REIT), the Manager US Sub, Keppel-KBS US REIT, the Trustee (as trustee of Keppel-KBS US REIT), any of the Trust Group Entities and (2) any of the entities within the Keppel Group and/or the KBS Group and any interested party (as such term is defined in the Code) with regard to the business, undertakings, assets or properties (including the Properties) of Keppel-KBS US REIT or any of the Trust Group Entities or otherwise,

which is required to be described in the Preliminary Prospectus and the Prospectus pursuant to the SFA;

(tt) Material Contracts. Neither the Manager, the Manager US Sub, Keppel-KBS US REIT or any of the Trust Group Entities is party to, or affected by, any agreement, arrangement or obligation entered into not in the ordinary course of

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business that is material in the context of the Offering, or of the financial condition, prospects, earnings, business, undertakings, assets or properties of Keppel-KBS US REIT and its subsidiaries, taken as a whole (including for the avoidance of doubt, the Properties) which is not disclosed in the Preliminary Prospectus and the Prospectus;

(uu) No Material Adverse Change. Except as disclosed in both the Preliminary Prospectus and the Prospectus, since the date of constitution of Keppel-KBS US REIT:

(i) there has not been any change or a development involving a prospective change in the capital or long-term debt of Keppel-KBS US REIT and/or any of the Trust Group Entities, or any distribution of any kind declared, set aside for payment, paid or made by Keppel-KBS US REIT and/or any of the Trust Group Entities on any class of capital, or any change having a Material Adverse Effect, or any development involving a prospective change which will have a Material Adverse Effect (including without limitation, having sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labour disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority).; and

(ii) neither Keppel-KBS US REIT nor any of the Trust Group Entities have entered into any transaction that is material in the context of the Offering or incurred any liability or obligation, direct or contingent, that is material in the context of the Offering;

(vv) No Registration. None of the Manager or any of its Affiliates (which for the avoidance of doubt, includes both of the Unit Lenders), or any person acting on its or their behalf (which, for the avoidance of doubt, shall not include any Joint Bookrunner and Underwriter) has, directly or indirectly, made or will make offers or sales of any security, or has solicited or will solicit offers to buy, any security under circumstances that would require registration of the Units under the Securities Act. No registration under the Securities Act is required for the offer and sale of the Units to or by the Joint Bookrunners and Underwriters in the manner contemplated herein and in the Preliminary Prospectus and the Prospectus;

(ww) AIFMD Compliance. The Manager has complied with all necessary requirements and formalities in the United Kingdom as required for purposes of the Offering pursuant to the AIFMD, as transposed into the laws of the United Kingdom, for the offering of Offering Units to eligible investors in the United Kingdom;

(xx) No Directed Selling Efforts. Keppel-KBS US REIT is a “foreign issuer” (as defined in Regulation S), and none of the Manager, Keppel-KBS US REIT nor any of their respective Affiliates (which for the avoidance of doubt, includes both of the Unit Lenders) nor any person acting on its or their behalf (which, for the avoidance of doubt, shall not include any Joint Bookrunner and Underwriter, concerning whom no representation is made) has engaged or will engage in

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any directed selling efforts (within the meaning of Regulation S) with respect to the Units;

(yy) No SUSMI. The Manager reasonably believes that there is “no substantial U.S. market interest” (as defined in Regulation S) in the Units or any security in the same class or series as the Units;

(zz) lnvestment Company Act. Keppel-KBS US REIT is not, and as a result of the Offering or the receipt or application of the proceeds thereof will not be, an “investment company” as defined in the U.S. lnvestment Company Act of 1940, as amended;

(aaa) Compliance with the US Tax Code. The Parent US REIT’s and each of the Sub-US REITs’ current organization and its current and anticipated investments and plan of operations as disclosed in the Preliminary Prospectus and the Prospectus will enable each of them to meet the requirements for qualification and taxation as a “real estate investment trust” pursuant to sections 856 through 860 of the US Tax Code;

(bbb) All tax rulings obtained. Save for the Tax Rulings and confirmations sought from IRAS on the continued validity of such Tax Rulings, the Manager has not (through its tax advisers or otherwise) and is not required to obtain any material tax rulings from the IRAS or the IRS for the taxation structure of Keppel-KBS US REIT as described in the Preliminary Prospectus and the Prospectus, and the Tax Rulings have not been withdrawn or materially and adversely amended;

(ccc) Compliance With Laws. Each of the Preliminary Prospectus and the Prospectus contains all particulars and information required by, and is in compliance with, and save as disclosed in the boxed sections of the Preliminary Prospectus and the Prospectus set out in Schedule 9, each of Keppel-KBS US REIT, the Trust Group Entities, the Manager and the Manager US Sub are in compliance with all applicable provisions of the SFA, the Code, the CIS Regulations, the Listing Rules and all other requirements of the SGX-ST, the MAS and all other applicable statutes, governmental regulations and laws;

(ddd) Use of proceeds. The statements in the section of the Preliminary Prospectus and the Prospectus titled “Use of Proceeds” fairly and accurately describe the intended use of proceeds of the Offering and the Manager will apply such proceeds in the manner stated therein;

(eee) No unlawful payments. Neither the Manager, the Manager US Sub, Keppel-KBS US REIT, any of the Trust Group Entities, nor any director or officer of the Manager, the Manager US Sub, Keppel-KBS US REIT and the Trust Group Entities, nor, to the knowledge of the Manager, any of their respective employees, agents, Affiliates (other than those publicly disclosed by Keppel Corporation Limited, an Affiliate of KC) or other persons acting on behalf of any of the foregoing has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, offered to make, agreed, requested, received, authorized, or taken an act in furtherance of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including officials and employees of any government-owned or controlled entity or of a public

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international organisation, any political party or party official or candidate for political office, any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or any other person; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law (collectively, the Anti-Bribery Laws). Except as otherwise disclosed, no action, suit, proceeding, investigation (where the subject of the investigation has knowledge or reason to know of such investigations), or other written inquiry by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Manager, the Manager US Sub, Keppel-KBS US REIT, any of the Trust Group Entities with respect to Anti-Bribery Laws is pending or, to the knowledge of the Manager, threatened. The Manager, the Manager US Sub, Keppel-KBS US REIT and the Trust Group Entities have instituted, and maintain and enforce, policies, procedures and controls designed to promote and ensure compliance with all applicable Anti-Bribery Laws;

(fff) No conflicts with Sanctions Laws. Neither the Manager, the Manager US Sub, Keppel-KBS US REIT, the Trust Group Entities nor any of their respective directors or officers, nor, to the knowledge of the Manager, any of their respective employees, agents, Affiliates or other persons acting on behalf of the foregoing is currently the subject or the target of any sanctions administered or enforced by the U.S. Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (UNSC), the European Union or any of its Member States, Her Majesty’s Treasury (HMT), or other relevant sanctions authority (collectively, Sanctions), nor is the Manager, the Manager US Sub, Keppel-KBS US REIT or any of the Trust Group Entities located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Crimea region of Ukraine and Syria (each, a Sanctioned Country); and the Manager, the Manager US Sub, Keppel-KBS US REIT and the Trust Group Entities will not directly or indirectly use, or authorize any other person to use, the proceeds of the offering of the Offering Units hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that causes any of the Joint Bookrunners and Underwriters to violate the Sanctions. The Manager, the Manager US Sub, Keppel-KBS US REIT and the Trust Group Entities have not, and to the knowledge of the Manager, none of the directors, officers, employees, agents and Affiliates of the foregoing have engaged in, directly or indirectly, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, or that otherwise violates Sanctions; and

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(ggg) Compliance with Money Laundering Laws. The operations of the Manager, the Manager US Sub, Keppel-KBS US REIT and the Trust Group Entities are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering and terrorism financing statutes of all jurisdictions where the Manager, the Manager US Sub, Keppel-KBS US REIT and the Trust Group Entities conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental or regulatory agency (collectively, the Anti-Money Laundering and Anti-Terrorism Financing Laws) and no action, suit, proceeding, investigation (where the subject of the investigation has knowledge or reason to know of such investigations), or other written inquiry by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Manager, the Manager US Sub, Keppel-KBS US REIT and the Trust Group Entities with respect to the Anti-Money Laundering and Anti-Terrorism Financing Laws is pending or, to the knowledge of the Manager, threatened.

3.2 Representations and warranties of the Sponsors

Each of the Sponsors severally represents and warrants to and agrees with each Joint Bookrunner and Underwriter as set forth in this Clause 3.2 (save for those representations and warranties expressly provided to be jointly and severally represented and warranted by KC and KPA), and accepts that the Joint Bookrunners and Underwriters are entering into this Agreement and the Repayment Side Letter in reliance upon each such representation, warranty and undertaking:

(a) Organisation of Sponsors and their respective subsidiaries.

(i) (as a representation and warranty of KPA) KPA has been duly organised and is validly existing as a corporation under the laws of Singapore with full power and authority to enter into and perform any of the Transaction Documents to which it is a party and to own or lease, as the case may be, and to operate its assets and properties and conduct its business as described in the Preliminary Prospectus and the Prospectus;

(ii) (as a representation and warranty of KC) KC has been duly organised and is validly existing as a corporation under the laws of Singapore with full power and authority and has obtained all approvals, licenses, authorisations and consents to enter into and perform any of the Transaction Documents to which it is a party and to own or lease, as the case may be, and to operate its assets and properties and conduct its business as described in the Preliminary Prospectus and the Prospectus;

(iii) (as a representation and warranty of KPA) KBS SORP has been duly organised and is validly existing as a limited liability company under the laws of the State of Delaware with full power and authority and has obtained all approvals, licenses, authorisations and consents to enter into and perform any of the Transaction Documents to which it is a party;

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(iv) (as a representation and warranty of KC) KCIH has been duly organised and is validly existing as a corporation under the laws of Singapore with full power and authority and has obtained all approvals, licenses, authorisations and consents to enter into and perform any of the Transaction Documents to which it is a party;

(v) (as a joint and several representation and warranty of both KC and KPA) To the best of the Sponsors’ knowledge after due and careful inquiries, the US Asset Manager has been duly organised and is validly existing as a limited liability company under the laws of the State of Delaware with full power and authority and has obtained all approvals, licenses, authorisations and consents to enter into and perform any of the Transaction Documents to which it is a party;

(vi) (as a representation and warranty of KPA), KPA and KBS SORP have not taken any action, nor to the knowledge of KPA have any other steps been taken or legal proceedings started or threatened against KPA and/or KBS SORP for their winding up or dissolution, or for either of them to enter into any arrangement or composition for the benefit of creditors, or for the appointment of a receiver, administrative receiver, provisional liquidator, trustee or similar officer for any of them, or any of their interests, properties, revenues or assets;

(vii) (as a representation and warranty of KC) KC and KCIH have not taken any action, nor to the knowledge of KC have any other steps been taken or legal proceedings started or threatened against KC and/or KCIH for their winding up or dissolution, or for either of them to enter into any arrangement or composition for the benefit of creditors, or for the appointment of a receiver, administrative receiver, provisional liquidator, trustee or similar officer for any of them, or any of their interests, properties, revenues or assets;

(viii) (as a joint and several representation and warranty of both KC and KPA) to the best of the Sponsors’ knowledge after due and careful inquiries, the US Asset Manager have not taken any action, nor to the knowledge of either Sponsor have any other steps been taken or legal proceedings started or threatened against the US Asset Manager for its winding up or dissolution, or for it to enter into any arrangement or composition for the benefit of creditors, or for the appointment of a receiver, administrative receiver, provisional liquidator, trustee or similar officer for it, or any of its interests, properties, revenues or assets;

(b) The US Asset Manager. (as a joint and several representation and warranty of both KC and KPA) The appointment of the KPA Guarantor and of the US Asset Manager through the KPA Guarantor pursuant to the KBS Management Agreement, (i) has been done in compliance with applicable MAS guidelines on outsourcing, and (ii) to the best of the Sponsors’ knowledge after due and careful inquiries, has been duly authorised and the US Asset Manager has full power and authority to enter into the KBS Management Agreement and has obtained all approvals, licences, authorisations and consents required to execute and perform its obligations thereunder;

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(c) KCI. (as a joint and several representation and warranty of both KC and KPA) The outsourcing of services to KCI by the Manager pursuant to the Keppel Management Agreement (i) has been done in compliance with applicable MAS guidelines on outsourcing, and (ii) has been duly authorised and the Manager and KCI have full power and authority to enter into the Keppel Management Agreement and have each obtained all approvals, licences, authorisations and consents required to execute and perform their respective obligations thereunder;

(d) Transaction Documents (KC). (as a representation and warranty of KC) Each of the Transaction Documents to which KC or entities within the KC Group are a party to has been duly authorised, executed and delivered by KC and the respective entity within the KC Group, and each of those Transaction Documents to be entered into by KC or entities within the KC Group on the Listing Date will, when executed and delivered by such party, constitute such parties’ valid and legally binding agreements, enforceable in accordance with its terms and each of such Transaction Documents has not been amended or supplemented other than as disclosed in the Preliminary Prospectus and the Prospectus. Each of the Transaction Documents which has been entered into by KC or entities within the KC Group are in full force and effect and there are no material breaches or defaults of these agreements on the part of the counterparties to these agreements. To the knowledge of KC, there is no reason why the transactions described in the Transaction Documents (as applicable) would not be consummated;

(e) Transaction Documents (KPA). (as a representation and warranty of KPA) Each of the Transaction Documents to which KPA or entities within the KBS Group are a party to has been duly authorised, executed and delivered by KPA and the respective entity within the KBS Group, and each of those Transaction Documents to be entered into by KPA or entities within the KBS Group on the Listing Date will, when executed and delivered by such party, constitute such parties’ valid and legally binding agreements, enforceable in accordance with its terms and each of such Transaction Documents has not been amended or supplemented other than as disclosed in the Preliminary Prospectus and the Prospectus. Each of the Transaction Documents which has been entered into by KPA or entities within the KBS Group are in full force and effect and there are no material breaches or defaults of these agreements on the part of the counterparties to these agreements. To the knowledge of KPA, there is no reason why the transactions described in the Transaction Documents (as applicable) would not be consummated;

(f) No conflicts of the KC. (as a representation and warranty of KC) None of the execution and delivery of any of the Transaction Documents to which KC or entities within the KC Group are a party to, the consummation of any of the transactions contemplated herein or therein or the fulfilment of the terms hereof or thereof or any other event, constitutes or will constitute an event which entitles any person to require the redemption, repurchase or repayment of any indebtedness of KC, or will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any asset or property belonging to KC, whether with the passage of time or giving of notice or otherwise, in each case pursuant to:

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(i) its Constitution, bylaws or other constitutive documents;

(ii) the terms of any Document to which KC is a party or bound or to which its assets or properties are subject; or

(iii) any statute, law, rule, regulation, judgment, order or decree applicable to KC of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over KC or any of its assets and properties, as applicable,

except in the case of paragraphs (ii) and (iii) only, where such conflict, breach, violation or imposition would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on KC’s performance of this Agreement;

(g) No conflicts of the KPA. (as a representation and warranty of KPA) None of the execution and delivery of any of the Transaction Documents to which KPA or entities within the KBS Group are a party to, the consummation of any of the transactions contemplated herein or therein or the fulfilment of the terms hereof or thereof or any other event, constitutes or will constitute an event which entitles any person to require the redemption, repurchase or repayment of any indebtedness of KPA, or will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any asset or property belonging to KPA, whether with the passage of time or giving of notice or otherwise, in each case pursuant to:

(i) its Constitution, bylaws or other constitutive documents;

(ii) the terms of any Document to which KPA is a party or bound or to which its assets or properties are subject; or

(iii) any statute, law, rule, regulation, judgment, order or decree applicable to KPA of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over KPA or any of its assets and properties, as applicable,

except in the case of paragraphs (ii) and (iii) only, where such conflict, breach, violation or imposition would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on KPA’s performance of this Agreement;

(h) No Consents Required by KC. (as a representation and warranty of KC) No consent, approval, authorisation, licence, filing with or order of any court or governmental agency or body (including any consent, approval or authorisation of shareholders of KC) is required by KC in connection with the transactions contemplated by this Agreement or any of the Transaction Documents to which KC is a party (including, without limitation, the execution, delivery and performance thereof), except such as have been obtained and disclosed in the Preliminary Prospectus and the Prospectus and all such consents, approvals, authorisations, licences, filings with or orders of any court or governmental agency or body, as the case may be, are in full force and effect and to the extent that the same is subject to any conditions that are required to be

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complied with or fulfilled on or before the First Closing Date, that such conditions have been or will be complied with and fulfilled, save for such consents, approvals, authorisations, licences, filings or orders, the lack of which, or failure to comply or fulfil do not, individually or in the aggregate, give rise to a Material Adverse Effect or a material adverse effect on KC’s performance of this Agreement;

(i) No Consents Required by KPA. (as a representation and warranty of KPA) No consent, approval, authorisation, licence, filing with or order of any court or governmental agency or body (including any consent, approval or authorisation of shareholders of KPA) is required by KPA in connection with the transactions contemplated by this Agreement or any of the Transaction Documents to which KPA is a party (including, without limitation, the execution, delivery and performance thereof), except such as have been obtained and disclosed in the Preliminary Prospectus and the Prospectus and all such consents, approvals, authorisations, licences, filings with or orders of any court or governmental agency or body, as the case may be, are in full force and effect and to the extent that the same is subject to any conditions that are required to be complied with or fulfilled on or before the First Closing Date, that such conditions have been or will be complied with and fulfilled, save for such consents, approvals, authorisations, licences, filings or orders, the lack of which, or failure to comply or fulfil do not, individually or in the aggregate, give rise to a Material Adverse Effect or a material adverse effect on KPA’s performance of this Agreement;

(j) No Violation by KC. (as a representation and warranty of KC) Neither KC is in, nor is KC aware of any fact or circumstance that may give rise to a, violation or default of the terms of:

(i) any provision of its Constitution, bylaws or other constitutive documents;

(ii) any Document to which it is a party or bound or to which its assets or properties is subject; or

(iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over it or any of its assets or properties, as applicable,

except in the case of paragraphs (ii) and (iii) only, where such event, violation or default would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on KC’s performance of this Agreement;

(k) No Violation by KPA. (as a representation and warranty of KPA) Neither KPA is in, nor is KPA aware of any fact or circumstance that may give rise to a, violation or default of the terms of:

(i) any provision of its Constitution, bylaws or other constitutive documents;

(ii) any Document to which it is a party or bound or to which its assets or properties is subject; or

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(iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over it or any of its assets or properties, as applicable,

except in the case of paragraphs (ii) and (iii) only, where such event, violation or default would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on KPA’s performance of this Agreement;

(l) No Proceedings involving KC. (as a representation and warranty of KC) No action, suit or litigation, arbitration, investigation or administrative proceeding by or before any court or governmental agency, authority or body or any arbitrator involving KC and its assets and properties is pending or, as far as KC is aware, threatened and to its knowledge, no event has occurred which could reasonably be expected to give rise to any such proceedings that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or a material adverse effect on KC’s performance of this Agreement, and no order has been made or resolution passed and no petition has been presented for the winding-up of KC or for the appointment of an administrator, provisional supervisor, provisional liquidator or analogous officer;

(m) No Proceedings involving KPA. (as a representation and warranty of KPA) No action, suit or litigation, arbitration, investigation or administrative proceeding by or before any court or governmental agency, authority or body or any arbitrator involving KPA and its assets and properties is pending or, as far as KPA is aware, threatened and to its knowledge, no event has occurred which could reasonably be expected to give rise to any such proceedings that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or a material adverse effect on KPA’s performance of this Agreement, and no order has been made or resolution passed and no petition has been presented for the winding-up of KPA or for the appointment of an administrator, provisional supervisor, provisional liquidator or analogous officer;

(n) No immunity of KC. (as a representation and warranty of KC) None of KC, the entities within the KC Group, their properties, assets or revenues (including, without limitation, the Properties) are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment;

(o) No immunity of KPA. (as a representation and warranty of KPA) None of KPA, the entities within the KBS Group, their properties, assets or revenues (including, without limitation, the Properties) are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment;

(p) No Stabilisation. (as a joint and several representation and warranty of both KC and KPA) None of the Sponsors or any person acting on their behalf (other than the Stabilising Manager or any of its Affiliates or other persons acting on behalf of the Stabilising Manager) has taken, directly or indirectly, any action designed to cause or which has constituted or which might reasonably be expected to

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cause or result, under any applicable law or regulation or otherwise, in the stabilisation or manipulation of the price of any security of Keppel-KBS US REIT (including options in respect of the Units and other securities which are convertible into or exchangeable for those Units and any associated securities) to facilitate the sale or resale of the Units, or which would or might otherwise be reasonably expected to constitute stabilising action or the purpose of which is to create actual, or apparent, active trading in, false or misleading impression as to the market in or value of the Units or to stabilise, manipulate or raise the price of the Units;

(q) Information Provided on the KC Group. (as a representation and warranty of KC) All information provided, or documents provided, disclosed or made available from time to time by KC, the entities within the KC Group, and their directors, officers and employees in relation to the KC Group only to the Joint Bookrunners and Underwriters or their legal advisers, or to any of the Advisers, Experts or the Reporting Auditors for the purposes of the Offering (including the Verification Notes) or any of their respective reports or letters contained or referred to in the Preliminary Prospectus and the Prospectus or any management representations or documents or other information requested by the Reporting Auditors or Allen & Gledhill LLP or DLA Piper LLP or Sheppard Mullin Richter & Hampton LLP in connection with the provision of any comfort letters (if applicable) and in connection with the legal due diligence reports on the Properties or for the purposes of or in the course of preparation of any application, request or response to the SGX-ST and the MAS or other regulatory authorities or set out in or accompanying the applications to the SGX-ST dated 14 June 2017 and 25 August 2017 for the listing and quotation of the Units, or any other purpose related to the Offering, in each case, as amended, modified or supplemented by any additional material information provided by or on behalf of either Sponsor to the Joint Bookrunners and Underwriters, their legal advisers or any of the Advisers prior to the date of this Agreement or otherwise superseded by information in the Preliminary Prospectus and the Prospectus, are:

(i) true and accurate in all material respects, and not misleading in any material respect, whether by omission or misstatement in light of the circumstances under which such statement was made; and

(ii) as regards forecasts or estimates, and statements of opinion, belief, intention or expectation, truly, honestly and reasonably held and given in good faith after due and careful enquiry;

(r) Information Provided on the KBS Group. (as a representation and warranty of KPA) All information provided, or documents provided, disclosed or made available from time to time by KPA, the entities within the KBS Group, and their directors, officers and employees in relation to the KBS Group only to the Joint Bookrunners and Underwriters or their legal advisers, or to any of the Advisers, Experts or the Reporting Auditors for the purposes of the Offering (including the Verification Notes) or any of their respective reports or letters contained or referred to in the Preliminary Prospectus and the Prospectus or any management representations or documents or other information requested by the Reporting Auditors or Allen & Gledhill LLP or DLA Piper LLP or Sheppard Mullin Richter & Hampton LLP in connection with the provision of any comfort

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letters and in connection with the legal due diligence reports on the Properties or for the purposes of or in the course of preparation of any application, request or response to the SGX-ST and the MAS or other regulatory authorities or set out in or accompanying the applications to the SGX- ST dated 14 June 2017 and 25 August 2017 for the listing and quotation of the Units, or any other purpose related to the Offering, in each case, as amended, modified or supplemented by any additional material information provided by or on behalf of either Sponsor to the Joint Bookrunners and Underwriters, their legal advisers or any of the Advisers prior to the date of this Agreement or otherwise superseded by information in the Preliminary Prospectus and the Prospectus, are:

(i) true and accurate in all material respects, and not misleading in any material respect, whether by omission or misstatement in light of the circumstances under which such statement was made; and

(ii) as regards forecasts or estimates, and statements of opinion, belief, intention or expectation, truly, honestly and reasonably held and given in good faith after due and careful enquiry;

(s) Preliminary Prospectus and Prospectus (KC). (as a representation and warranty of KC) In relation to information relating to the KC Group contained in the Preliminary Prospectus (as at its date of publication) and the Prospectus (as at its date of publication and each Closing Date) are true and accurate in all material respects, and not misleading in any material respect, whether by omission or misstatement in light of the circumstances under which such statement was made do not, and in the case of any amendment or supplement to the Prospectus as at the date of its publication and the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(t) Preliminary Prospectus and Prospectus (KPA). (as a representation and warranty of KPA) In relation to information relating to the KBS Group contained in the Preliminary Prospectus (as at its date of publication) and the Prospectus (as at its date of publication and each Closing Date) are true and accurate in all material respects, and not misleading in any material respect, whether by omission or misstatement in light of the circumstances under which such statement was made do not, and in the case of any amendment or supplement to the Prospectus as at the date of its publication and the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(u) No Registration. (as a joint and several representation and warranty of both KC and KPA) None of the Sponsors, or any of their Affiliates (which for the avoidance of doubt, includes both the Unit Lenders) nor any person acting on any of their behalf (which, for the avoidance of doubt, shall not include any Joint Bookrunner and Underwriter) has, directly or indirectly, made or will make offers or sales of any security, or has solicited or will solicit offers to buy, any security under circumstances that would require registration of the Units under the Securities Act. No registration under the Securities Act of the Units is required

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for the offer and sale of the Units to or by the Joint Bookrunners and Underwriters in the manner contemplated herein and in the Preliminary Prospectus and the Prospectus;

(v) No Directed Selling Efforts. (as a joint and several representation and warranty of both KC and KPA) None of the Sponsors or any of their Affiliates (which for the avoidance of doubt, includes both the Unit Lenders) nor any person acting on any of their behalf (which, for the avoidance of doubt, shall not include any Joint Bookrunner and Underwriter, concerning whom no representation is made) has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Units;

(w) No SUSMI. (as a joint and several representation and warranty of both KC and KPA) The Sponsors reasonably believe that there is no “substantial US market interest” (as defined in Regulation S) in the Units or any security in the same class or series of the Units;

(x) No unlawful payments (KC). (as a representation and warranty of KC) None of KC or any of the entities within the KC Group nor any of their directors or officers nor, to the knowledge of KC, any employee of KC or the entities within the KC Group or any agent, Affiliate acting on behalf of any of the entities within the KC Group (other than those publicly disclosed by Keppel Corporation Limited, an Affiliate of KC) or other person acting on behalf of any of the foregoing has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, offered to make, agreed, requested, received, authorized, or taken an act in furtherance of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including officials and employees of any government-owned or controlled entity or of a public international organisation, any political party or party official or candidate for political office, any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or any other person; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, any applicable Anti-Bribery Laws. Except as otherwise disclosed, no action, suit, proceeding, investigation (where the subject of the investigation has knowledge or reason to know of such investigations), or other written inquiry by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving KC or the entities within the KC Group with respect to Anti-Bribery Laws is pending or, to the knowledge of the Manager, threatened. KC and the entities within the KC Group have instituted, and maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable Anti-Bribery Laws;

(y) No unlawful payments (KPA). (as a representation and warranty of KPA) None of KPA or any of the entities within the KBS Group nor any of their directors or officers nor, to the knowledge of KPA, any employee of KPA or the entities within the KBS Group or any agent, Affiliate acting on behalf of any of the entities within the KBS Group or other person acting on behalf of any of the foregoing has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, offered to make, agreed, requested, received, authorized, or taken an act in furtherance of any direct or indirect unlawful payment or benefit to any foreign

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or domestic government or regulatory official or employee, including officials and employees of any government-owned or controlled entity or of a public international organisation, any political party or party official or candidate for political office, any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or any other person; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, any applicable Anti-Bribery Laws. Except as otherwise disclosed, no action, suit, proceeding, investigation (where the subject of the investigation has knowledge or reason to know of such investigations), or other written inquiry by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving KPA or the entities within the KBS Group with respect to Anti-Bribery Laws is pending or, to the knowledge of the Manager, threatened. KPA and the entities within the KBS Group have instituted, and maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable Anti-Bribery Laws;

(z) No conflicts with Sanctions Laws (KC). (as a representation and warranty of KC) None of KC or any of the entities within the KC Group nor any of their directors or officers nor, to the knowledge of KC, any employee of KC or the entities within the KC Group or any agent, Affiliate acting on behalf of any of the entities within the KC Group or other person acting on behalf of any of the entities within the KC Group is currently the subject or the target of any Sanctions, nor is KC or any of the entities within the KC Group located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Sanction Country; and KC will not directly or indirectly use, or authorize any other person to use, the proceeds of the offering of the Offering Units hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that causes any of the Joint Bookrunners and Underwriters to violate the Sanctions. KC and the entities within the KC Group have not, and to the knowledge of the Manager, none of the directors, officers, employees, agents, and Affiliates acting on behalf of any of the entities within the KC Group have engaged in, directly or indirectly, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, or that otherwise violates Sanctions, and no action, suit, proceeding, investigation (where the subject of the investigation has knowledge or reason to know of such investigations), or other written inquiry by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving KC or the entities within the KC Group with respect to Sanctions is pending or, to the knowledge of KC, threatened. KC and the entities within the KC Group have instituted, and maintain and enforce, policies, procedures and controls designed to promote and ensure compliance with Sanctions; and

(aa) No conflicts with Sanctions Laws (KPA). (as a representation and warranty of KPA) None of KPA or any of the entities within the KBS Group nor any of their directors or officers nor, to the knowledge of KPA, any employee of KPA or the entities within the KBS Group or any agent, or Affiliate acting on behalf of any of

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the entities within the KBS Group or other person acting on behalf of any of the entities within the KBS Group is currently the subject or the target of any Sanctions, nor is KPA or any of the entities within the KBS Group located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Sanction Country; and KPA will not directly or indirectly use, or authorize any other person to use, the proceeds of the offering of the Offering Units hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that causes any of the Joint Bookrunners and Underwriters to violate the Sanctions. KPA and the entities within the KBS Group have not, and to the knowledge of the Manager, none of the directors, officers, employees, agents, and Affiliates acting on behalf of any of the entities within the KBS Group have engaged in, directly or indirectly, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, or that otherwise violates Sanctions, and no action, suit, proceeding, investigation (where the subject of the investigation has knowledge or reason to know of such investigations), or other written inquiry by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving KPA or the entities within the KBS Group with respect to Sanctions is pending or, to the knowledge of KPA, threatened. KPA and the entities within the KBS Group have instituted, and maintain and enforce, policies, procedures and controls designed to promote and ensure compliance with Sanctions; and

(bb) Compliance with Money Laundering Laws (KC). (as a representation and warranty of KC) The operations of KC and the entities within the KC Group are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Anti-Money Laundering and Anti-Terrorism Financing Laws and no action, suit, proceeding, investigation (where the subject of the investigation has knowledge or reason to know of such investigations), or other written inquiry by or before any court or KC or any of the entities within the KC Group with respect to the Anti-Money Laundering and Anti-Terrorism Financing Laws is pending or, to the knowledge of either Sponsor, threatened; and

(cc) Compliance with Money Laundering Laws (KPA). (as a representation and warranty of KPA) The operations of KPA and the entities within the KBS Group are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Anti-Money Laundering and Anti-Terrorism Financing Laws and no action, suit, proceeding, investigation (where the subject of the investigation has knowledge or reason to know of such investigations), or other written inquiry by or before any court or KBS or any of the entities within the KBS Group with respect to the Anti-Money Laundering and Anti-Terrorism Financing Laws is pending or, to the knowledge of either Sponsor, threatened.

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3.3 Representations and warranties of the Unit Lenders

Each of the Unit Lenders severally represents and warrants to and agrees with each Joint Bookrunner and Underwriter, as follows:

(a) Organisation of the Unit Lenders.

(i) (as a representation and warranty of KBS SORP) KBS SORP has been duly organised and is validly existing as a limited liability company under the laws of the State of Delaware with full power and authority and has obtained all approvals, licenses, authorisations and consents to enter into and perform its obligations under this Agreement, Unit Lending Agreement and the Lock-up Letter executed by it, and to carry out the transactions contemplated by them;

(ii) (as a representation and warranty of KCIH) KCIH has been duly organised and is validly existing as a corporation under the laws of Singapore and has full legal right, power and authority and has obtained all approvals, licenses, authorisations and consents to enter into and perform its obligations under this Agreement, Unit Lending Agreement and the Lock-up Letter executed by it, and to carry out the transactions contemplated by them;

(iii) (as a representation and warranty of KCIH) KCIH has not taken any action, nor to the knowledge of KCIH have any other steps been taken or legal proceedings started or threatened against any of KCIH for its winding up or dissolution, or for it to enter into any arrangement or composition for the benefit of creditors, or for the appointment of a receiver, administrative receiver, provisional liquidator, trustee or similar officer for it, or any of its interests, properties, revenues or assets; and

(iv) (as a representation and warranty of KBS SORP) KBS SORP has not taken any action, nor to the knowledge of KBS SORP have any other steps been taken or legal proceedings started or threatened against any of KBS SORP for its winding up or dissolution, or for it to enter into any arrangement or composition for the benefit of creditors, or for the appointment of a receiver, administrative receiver, provisional liquidator, trustee or similar officer for it, or any of its interests, properties, revenues or assets.

(b) Execution of Agreements by KCIH. (as a representation and warranty of KCIH) Each of the Transaction Documents to which KCIH is a party to has been duly authorised, executed and delivered by KCIH, is in full force and effect and has not been amended or supplemented and constitute valid and legally binding agreement, enforceable in accordance with their respective terms; there shall not have occurred any breach, default or non-compliance by any of the parties thereto of any of their obligations and agreements under such documents and to the knowledge of KCIH, there is no reason why the transactions as described in the relevant Transaction Documents to which KCIH is a party would not be consummated;

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(c) Execution of Agreements by KBS SORP. (as a representation and warranty of KBS SORP) Each of the Transaction Documents to which KBS SORP is a party to has been duly authorised, executed and delivered by KBS SORP, is in full force and effect and has not been amended or supplemented and constitute valid and legally binding agreement, enforceable in accordance with their respective terms; there shall not have occurred any breach, default or non-compliance by any of the parties thereto of any of their obligations and agreements under such documents and to the knowledge of KBS SORP, there is no reason why the transactions as described in the relevant Transaction Documents to which KBS SORP is a party would not be consummated;

(d) No conflicts of KCIH. (as a representation and warranty of KCIH) None of the execution, delivery and performance of any of the Transaction Documents to which KCIH is a party to, the consummation of any of the transactions contemplated herein or therein, the fulfilment of the terms hereof or thereof or any other event, constitutes or will constitute an event which entitles any person to require the redemption, repurchase or repayment of any indebtedness of KCIH, or will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any asset or property belonging to KCIH, whether with the passage of time or giving of notice or otherwise, in each case pursuant to:

(i) its Constitution, bylaws or other constitutive documents;

(ii) the terms of any Document to which KCIH is a party or bound or to which its assets or properties is subject; or

(iii) any statute, law, rule, regulation, judgment, order or decree (including, without limitation, the Listing Rules) of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority applicable to KCIH or any of its assets and properties,

except in the case of paragraphs (ii) and (iii) only, where such conflict, breach violation or imposition would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on KCIH’s performance of this Agreement and the Unit Lending Agreement;

(e) No conflicts of KBS SORP. (as a representation and warranty of KBS SORP) None of the execution, delivery and performance of any of the Transaction Documents to which KBS SORP is a party to, the consummation of any of the transactions contemplated herein or therein, the fulfilment of the terms hereof or thereof or any other event, constitutes or will constitute an event which entitles any person to require the redemption, repurchase or repayment of any indebtedness of KBS SORP, or will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any asset or property belonging to KBS SORP, whether with the passage of time or giving of notice or otherwise, in each case pursuant to:

(i) its Constitution, bylaws or other constitutive documents;

(ii) the terms of any Document to which KBS SORP is a party or bound or to which its assets or properties is subject; or

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(iii) any statute, law, rule, regulation, judgment, order or decree (including, without limitation, the Listing Rules) of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority applicable to KBS SORP or any of its assets and properties,

except in the case of paragraphs (ii) and (iii) only, where such conflict, breach violation or imposition would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on any KBS SORP’s performance of this Agreement and the Unit Lending Agreement;

(f) Preliminary Prospectus and Prospectus (KCIH). (as a representation and warranty of KCIH) The Unit Lenders Information in relation to KCIH only contained in the Preliminary Prospectus (as at the date of its publication) and the Prospectus (as at the date of publication and the Closing Date) were, and in the case of any amendment or supplement to the Prospectus at the date of its publication and the Closing Date will be, true and accurate in all material respects and not misleading in any material respect and that there are no other material facts in relation to KCIH the omission of which would in the context of the offering and sale of Offering Units pursuant to the Public Offer and the Placement Tranche, make any statement relating to KCIH in the Prospectus (and any amendment or supplement to it) or the Preliminary Prospectus (as at their respective dates) misleading in any material respect;

(g) Preliminary Prospectus and Prospectus (KBS SORP). (as a representation and warranty of KBS SORP) The Unit Lenders Information in relation to KBS SORP only contained in the Preliminary Prospectus (as at the date of its publication) and the Prospectus (as at the date of publication and the Closing Date) were, and in the case of any amendment or supplement to the Prospectus at the date of its publication and the Closing Date will be, true and accurate in all material respects and not misleading in any material respect and that there are no other material facts in relation to KBS SORP the omission of which would in the context of the offering and sale of Offering Units pursuant to the Public Offer and the Placement Tranche, make any statement relating to KBS SORP in the Prospectus (and any amendment or supplement to it) or the Preliminary Prospectus (as at their respective dates) misleading in any material respect;

(h) No consents required by KCIH. (as a representation and warranty of KCIH) No consent, approval, authorisation, licence, filing with or order of any court or governmental agency or body (including any consent, approval or authorisation of shareholders of KCIH) is required by KCIH in connection with the transactions contemplated by any of the Transaction Documents to which they are a party (including the execution, delivery and performance thereof), except such as have been obtained and disclosed in the Preliminary Prospectus and the Prospectus, and all such consents, approvals, authorisations, licences, filings with or orders of court or governmental agency of body, as the case may be, are in full force and effect and to the extent that the same is subject to any conditions that are required to be complied with or fulfilled on or before the First Closing Date, that such conditions have been complied with and fulfilled, except for such consent, approval, authorisation, licence, filing with or order of any court or governmental agency or body, the lack of which would not, individually or in the aggregate have a Material Adverse Effect or a material adverse effect on KCIH’s performance of this Agreement and the Unit Lending Agreement;

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(i) No consents required by KBS SORP. (as a representation and warranty of KBS SORP) No consent, approval, authorisation, licence, filing with or order of any court or governmental agency or body (including any consent, approval or authorisation of shareholders of KBS SORP) is required by KBS SORP in connection with the transactions contemplated by any of the Transaction Documents to which they are a party (including the execution, delivery and performance thereof), except such as have been obtained and disclosed in the Preliminary Prospectus and the Prospectus, and all such consents, approvals, authorisations, licences, filings with or orders of court or governmental agency of body, as the case may be, are in full force and effect and to the extent that the same is subject to any conditions that are required to be complied with or fulfilled on or before the First Closing Date, that such conditions have been complied with and fulfilled, except for such consent, approval, authorisation, licence, filing with or order of any court or governmental agency or body, the lack of which would not, individually or in the aggregate have a Material Adverse Effect or a material adverse effect on KBS SORP’s performance of this Agreement and the Unit Lending Agreement;

(j) Authority of Vendor-related Parties. (as a representation and warranty of KBS SORP) The execution of the Portfolio Purchase and Sale Agreement and the sale of the Properties and performance by the Vendors of their obligations under the Portfolio Purchase and Sale Agreement:

(i) have been duly considered (with legal advice having been received) and approved by the board of directors (or such committee thereof) of KBS SOR, and the board of directors (or such committee thereof) of KBS SOR has the authority to approve the sale of the Properties by the Vendors to Keppel-KBS US REIT without any specific approval from the shareholders of KBS SOR, and the sale of the Properties by the Vendors to Keppel-KBS US REIT is in accordance with the terms of any constitutive documents or Documents of KBS SOR, and complies with all laws and regulations applicable to KBS SOR; and

(ii) have been duly considered (with legal advice having been received) and approved by the board of directors (or such committee thereof) of KBS BVI, and the board of directors (or such committee thereof) of KBS BVI has the authority to approve the sale of the Properties by the Vendors to Keppel-KBS US REIT without any specific approval from holders of the debt securities issued by KBS BVI, and the sale of the Properties by the Vendors to Keppel-KBS US REIT is in accordance with the terms and conditions of the debt securities issued by KBS BVI or of any constitutive documents or Documents of KBS BVI, and complies with all laws and regulations applicable to KBS BVI and the terms and conditions of the debt securities it issued.

(k) No violation by KCIH. (as a representation and warranty of KCIH) Neither KCIH is in, nor is KCIH aware of any fact or circumstance that may give rise to, a violation or default of the terms of:

(i) any provision of its Constitution, bylaws or other constitutive documents;

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(ii) any Document to which it is a party or bound or to which its assets or properties is subject; or

(iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over its or any of its assets or properties, as applicable,

except (with respect to paragraphs (ii) and (iii) only) for such violation or default which would not, individually or in the aggregate, have a Material Adverse Effect and a material adverse effect on KCIH’s performance of this Agreement and the Unit Lending Agreement;

(l) No violation by KBS SORP. (as a representation and warranty of KBS SORP) Neither KBS SORP is in, nor is KBS SORP aware of any fact or circumstance that may give rise to, a violation or default of the terms of:

(i) any provision of its Constitution, bylaws or other constitutive documents;

(ii) any Document to which it is a party or bound or to which its assets or properties is subject; or

(iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over its or any of its assets or properties, as applicable,

except (with respect to paragraphs (ii) and (iii) only) for such violation or default which would not, individually or in the aggregate, have a Material Adverse Effect and a material adverse effect on KBS SORP’s performance of this Agreement and the Unit Lending Agreement;

(m) No proceedings involving KCIH. (as a representation and warranty of KCIH) No action, suit or litigation, arbitration, investigation or administrative proceeding by or before any court or governmental agency, authority or body or any arbitrator involving KCIH and its assets and properties is pending or, as far as KCIH is aware, threatened and no event has occurred which could reasonably be expected to give rise to any such proceedings that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or a material adverse effect on KCIH’s performance of this Agreement and the Unit Lending Agreement, and no order has been made or resolution passed and no petition has been presented for the winding-up of KCIH or for the appointment of an administrator, provisional supervisor, provisional liquidator or analogous officer;

(n) No proceedings involving KBS SORP. (as a representation and warranty of KBS SORP) No action, suit or litigation, arbitration, investigation or administrative proceeding by or before any court or governmental agency, authority or body or any arbitrator involving KBS SORP and its assets and properties is pending or, as far as KBS SORP is aware, threatened and no event has occurred which could reasonably be expected to give rise to any such proceedings that could reasonably be expected, individually or in the

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aggregate, to have a Material Adverse Effect or a material adverse effect on KBS SORP’s performance of this Agreement and the Unit Lending Agreement, and no order has been made or resolution passed and no petition has been presented for the winding-up of KBS SORP or for the appointment of an administrator, provisional supervisor, provisional liquidator or analogous officer;

(o) No immunity of KCIH. (as a representation and warranty of KCIH) None of KCIH or its subsidiaries, properties, assets or revenues (including, without limitation, the Properties) are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment.

(p) No immunity of KBS SORP. (as a representation and warranty of KBS SORP) None of KBS SORP or its subsidiaries, properties, assets or revenues (including, without limitation, the Properties) are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment.

(q) Over-Allotment Units (KCIH). (as a representation and warranty of KCIH) As at each Option Closing Date, KCIH will have full legal ownership of the Over-Allotment Units as described in the Preliminary Prospectus and the Prospectus and are entitled to deliver its Over-Allotment Units to the Stabilising Manager, as agent of the Joint Bookrunners, in accordance with this Agreement, and the Over-Allotment Units, when (and to the extent) delivered to the Stabilising Manager, will be fully paid and will be delivered free from all Encumbrances, and will be freely transferable;

(r) Over-Allotment Units (KBS SORP). (as a representation and warranty of KBS SORP) As at each Option Closing Date, KBS SORP will have full legal ownership of the Over-Allotment Units as described in the Preliminary Prospectus and the Prospectus and are entitled to deliver its Over-Allotment Units to the Stabilising Manager, as agent of the Joint Bookrunners, in accordance with this Agreement, and the Over-Allotment Units, when (and to the extent) delivered to the Stabilising Manager, will be fully paid and will be delivered free from all Encumbrances, and will be freely transferable;

(s) No stabilisation (KCIH): (as a representation and warranty of KCIH) None of KCIH nor any person acting on its behalf (other than the Stabilising Manager or any of its Affiliates or other persons acting on behalf of the Stabilising Manager) has taken, directly or indirectly, any action designed to cause or which has constituted or which might reasonably be expected to cause or result, under any applicable law or regulation or otherwise, in the stabilisation or manipulation of the price of any security of Keppel-KBS US REIT (including options in respect of the Units and other securities which are convertible into or exchangeable for those Units and any associated securities) to facilitate the sale or resale of the Units, or which would or might reasonably be expected to otherwise constitute stabilising action or the purpose of which is to create actual, or apparent, active trading in, false or misleading impression as to the market in or value of the Units or to stabilise, manipulate or raise the price of the Units;

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(t) No stabilisation (KBS SORP): (as a representation and warranty of KBS SORP) None of KBS SORP nor any person acting on its behalf (other than the Stabilising Manager or any of its Affiliates or other persons acting on behalf of the Stabilising Manager) has taken, directly or indirectly, any action designed to cause or which has constituted or which might reasonably be expected to cause or result, under any applicable law or regulation or otherwise, in the stabilisation or manipulation of the price of any security of Keppel-KBS US REIT (including options in respect of the Units and other securities which are convertible into or exchangeable for those Units and any associated securities) to facilitate the sale or resale of the Units, or which would or might reasonably be expected to otherwise constitute stabilising action or the purpose of which is to create actual, or apparent, active trading in, false or misleading impression as to the market in or value of the Units or to stabilise, manipulate or raise the price of the Units;

(u) Unit Lending Agreement (KCIH). (as a representation and warranty of KCIH) The representations and warranties made by KCIH (whether severally or jointly and severally) in the Unit Lending Agreement are true and correct;

(v) Unit Lending Agreement (KBS SORP). (as a representation and warranty of KBS SORP) The representations and warranties made by KBS SORP (whether severally or jointly and severally) in the Unit Lending Agreement are true and correct;

(w) No Registration (KCIH). (as a representation and warranty of KCIH) None of KCIH nor any person acting on any of its behalf (which, for the avoidance of doubt, shall not include any Joint Bookrunner and Underwriter) has, directly or indirectly, made or will make offers or sales of any security, or has solicited or will solicit offers to buy, any security under circumstances that would require registration of the Units under the Securities Act. No registration under the Securities Act of the Units is required for the offer and sale of the Units to or by the Joint Bookrunners and Underwriters in the manner contemplated herein and in the Preliminary Prospectus and the Prospectus;

(x) No Registration (KBS SORP). (as a representation and warranty of KBS SORP) None of KBS SORP nor any person acting on any of its behalf (which, for the avoidance of doubt, shall not include any Joint Bookrunner and Underwriter) has, directly or indirectly, made or will make offers or sales of any security, or has solicited or will solicit offers to buy, any security under circumstances that would require registration of the Units under the Securities Act. No registration under the Securities Act of the Units is required for the offer and sale of the Units to or by the Joint Bookrunners and Underwriters in the manner contemplated herein and in the Preliminary Prospectus and the Prospectus;

(y) No Directed Selling Efforts (KCIH). (as a representation and warranty of KCIH) None of KCIH nor any of its Affiliates nor any person acting on any of their behalf (which, for the avoidance of doubt, shall not include any Joint Bookrunner and Underwriter, concerning whom no representation is made) has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Units;

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(z) No Directed Selling Efforts (KBS SORP). (as a representation and warranty of KBS SORP) None of KBS SORP nor any of its Affiliates nor any person acting on any of their behalf (which, for the avoidance of doubt, shall not include any Joint Bookrunner and Underwriter, concerning whom no representation is made) has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Units;

(aa) No SUSMI (KCIH). (as a representation and warranty of KCIH) KCIH reasonably believes that there is no “substantial US market interest” (as defined in Regulation S) in the Units or any security in the same class or series of the Units;

(bb) No SUSMI (KBS SORP). (as a representation and warranty of KBS SORP) KBS SORP reasonably believes that there is no “substantial US market interest” (as defined in Regulation S) in the Units or any security in the same class or series of the Units;

(cc) No unlawful payments (KCIH). (as a representation and warranty of KCIH) None of KCIH nor any director or officer of KCIH nor, to the knowledge of KCIH, any employee of KCIH or any agent, Affiliate (other than those publicly disclosed by Keppel Corporation Limited, an Affiliate of KC), or other person acting on behalf of KCIH has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, offered to make, agreed, requested, received, authorized, or taken an act in furtherance any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including officials and employees of any government-owned or controlled entity or of a public international organisation, any political party or party official or candidate for political office, any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or any other person; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, any applicable Anti-Bribery Laws. No action, suit, proceeding, investigation (where the subject of the investigation has knowledge or reason to know of such investigations), or other written inquiry by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving KCIH or, to the knowledge of KCIH, its Affiliates with respect to Anti-Bribery Laws (other than those publicly disclosed by Keppel Corporation Limited, an Affiliate of KCIH) is pending or, to the knowledge of the KCIH, threatened. KCIH has instituted, and maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable Anti-Bribery Laws;

(dd) No unlawful payments (KBS SORP). (as a representation and warranty of KBS SORP) None of KBS SORP nor any director or officer of KBS SORP nor, to the knowledge of KBS SORP, any employee of KBS SORP or any agent, Affiliate (other than those publicly disclosed by Keppel Corporation Limited, an Affiliate of KC), or other person acting on behalf of KBS SORP has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made, offered to make, agreed, requested, received, authorized, or taken an act in furtherance any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including officials and employees of any

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government- owned or controlled entity or of a public international organisation, any political party or party official or candidate for political office, any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or any other person; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, any applicable Anti-Bribery Laws. No action, suit, proceeding, investigation (where the subject of the investigation has knowledge or reason to know of such investigations), or other written inquiry by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving KBS SORP or, to the knowledge of KBS SORP, its Affiliates with respect to Anti-Bribery Laws (other than those publicly disclosed by Keppel Corporation Limited, an Affiliate of KC) is pending or, to the knowledge of the KBS SORP, threatened. KBS SORP has instituted, and maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable Anti-Bribery Laws;

(ee) No conflicts with Sanctions Laws (KCIH). (as a representation and warranty of KCIH) None of KCIH nor any director or officer of any of KCIH nor, to the knowledge of KCIH, any employee of KCIH or any agent, Affiliate, or other person acting on behalf of KCIH is currently the subject or the target of any Sanctions, nor is KCIH located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Sanction Countries; and KCIH will not directly or indirectly use, or authorize any other person to use, the proceeds of the offering of the Over-Allotment Units hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity: (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that causes any of the Joint Bookrunners and Underwriters to violate the Sanctions. KCIH has not, and to the knowledge of KCIH, none of the directors, officers, employees, agents, and Affiliates of the foregoing have engaged in, directly or indirectly, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, or that otherwise violates Sanctions;

(ff) No conflicts with Sanctions Laws (KBS SORP). (as a representation and warranty of KBS SORP) None of KBS SORP nor any director or officer of any of KBS SORP nor, to the knowledge of KBS SORP, any employee of KBS SORP or any agent, Affiliate, or other person acting on behalf of KBS SORP is currently the subject or the target of any Sanctions, nor is KBS SORP located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Sanction Countries; and KBS SORP will not directly or indirectly use, or authorize any other person to use, the proceeds of the offering of the Over-Allotment Units hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity: (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that causes any of the Joint Bookrunners and Underwriters to violate the Sanctions. KBS SORP has not, and to the knowledge of KBS SORP, none of the directors, officers,

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employees, agents, and Affiliates of the foregoing have engaged in, directly or indirectly, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, or that otherwise violates Sanctions;

(gg) Compliance with Money Laundering Laws (KCIH). (as a representation and warranty of KCIH) The operations of KCIH are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Anti-Money Laundering and Anti-Terrorism Financing Laws and no action, suit, proceeding, investigation (where the subject of the investigation has knowledge or reason to know of such investigations), or other written inquiry by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving KCIH with respect to the Anti-Money Laundering and Anti-Terrorism Financing Laws is pending or, to the knowledge of KCIH, threatened; and

(hh) Compliance with Money Laundering Laws (KBS SORP). (as a representation and warranty of KBS SORP) The operations of KBS SORP are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Anti-Money Laundering and Anti-Terrorism Financing Laws and no action, suit, proceeding, investigation (where the subject of the investigation has knowledge or reason to know of such investigations), or other written inquiry by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving KBS SORP with respect to the Anti-Money Laundering and Anti-Terrorism Financing Laws is pending or, to the knowledge of KBS SORP, threatened.

3.4 Repetition of representations and warranties

The representations and warranties of the Manager in Clause 3.1, the Sponsors in Clause 3.2 and the Unit Lenders in Clause 3.3 shall be deemed to be repeated by the relevant parties as of the Execution Time and at all times up to and including each Closing Date (including without limitation, the date of the Repayment Side Letter, the Completion Date and at the time immediately prior to closing on each Closing Date. As of the date of any amendments or supplements to the Prospectus prepared by the Manager in accordance with the terms of this Agreement, the representations and warranties of the Manager in Clause 3.1, of the Sponsors in Clause 3.2 and of the Unit Lenders in Clause 3.3, will be true and accurate with respect to the Prospectus as so amended or supplemented as if repeated as at such date.

3.5 Reliance on representations and warranties

Each of the Manager, the Sponsors and the Unit Lenders acknowledge, in respect of itself (and in the case of the Manager, in respect of Keppel-KBS US REIT) that the Joint Bookrunners and Underwriters are entering into this Agreement in reliance on each representation and warranty given by it in this Clause 3.

3.6 Representations and warranties independent

Each representation or warranty is to be construed independently and (except where this Agreement provides otherwise) is not limited by any provision of this Agreement or any other representation or warranty.

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3.7 Officers’ Certificates

Any Officers’ Certificate signed by any officer of the Manager, the Sponsors and/or the Unit Lenders delivered to the Joint Bookrunners and Underwriters or their counsel shall be deemed a representation and warranty by the Manager, the relevant Sponsor and the relevant Unit Lender, as the case may be, to each Joint Bookrunner and Underwriter as to the matters covered thereby.

4. UNDERTAKINGS BY THE MANAGER, THE SPONSORS AND THE UNIT LENDERS

4.1 Copies of Prospectus

The Manager will furnish to each Joint Bookrunner and Underwriter and counsels for the Joint Bookrunners and Underwriters, without charge, during the period referred to in Clause 4.3, such number of copies of the Preliminary Prospectus and the Prospectus and any amendments and supplements thereto as they may reasonably request from time to time.

4.2 No amendments

The Manager and each of the Sponsors undertakes that they will not amend or supplement the Preliminary Prospectus or Prospectus without the prior written consent of the Joint Bookrunners and Underwriters (such consent not to be unreasonably withheld or delayed) except as required by applicable law or regulation, rule or directive (including without limitation, the SFA or the Listing Rules) (and in such case, without prejudice to Clauses 3.1(cc), 3.2(m) and 3.3(d) and subject to the prior agreement of the Joint Bookrunners and Underwriters) as to the contents of the amendments or supplements. Neither the consent of the Joint Bookrunners and Underwriters, nor the delivery by any Joint Bookrunner and Underwriter of any such amendment or supplement to offerees or investors, shall constitute a waiver of any of the conditions set forth in Section 4 hereof or waiver of any rights under this Agreement, including termination rights under Clause 8.

4.3 Notice

If at any time prior to the Closing Date, the Manager, any of the Sponsors or any of the Unit Lenders becomes aware that any event has occurred as a result of which:

(a) Representations and Warranties. Any of the representations and warranties given pursuant to Clause 3.1 or Clause 3.2 or Clause 3.3 would be untrue or incorrect as if such representations and warranties had been made or given at such time; or

(b) Prospectus.

(i) any statement of fact contained in the Preliminary Prospectus or the Prospectus (as then amended or supplemented) would not be true and accurate in all material respects or is misleading in any material respect;

(ii) the Preliminary Prospectus or the Prospectus (as then amended or supplemented) would not contain all information investors and their professional advisers would reasonably require and reasonably expect to find there, or that is necessary to enable investors and their professional

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advisers to make an informed assessment of the merits and risks of an investment in Keppel-KBS US REIT, including without limitation the assets and liabilities, financial position, profits and losses and prospects of Keppel-KBS US REIT and the Trust Group Entities and of the rights attached to the Units;

(iii) any information would be omitted from the Preliminary Prospectus or the Prospectus (as then amended or supplemented) which might be necessary in order to make the statements in the Preliminary Prospectus or the Prospectus (as then amended or supplemented and as the case may be) not misleading in any material respect or which, in the context of the offering and sale of Units pursuant to the Offering, would be material for disclosure in the Preliminary Prospectus or the Prospectus (as the case may be); or

(iv) if it shall be necessary to amend or supplement the Prospectus, to comply with applicable law or regulation, rule or directive (including without limitation, the SFA, the CIS Regulations, the Code and the Listing Rules) by any governmental, supervisory or administrative bodies or agencies (including without limitation the SGX-ST and MAS); or

(c) Breach. Any of the Manager, the Sponsors or the Unit Lenders has failed to comply with any of its undertakings under this Agreement or breached in any material respect an obligation it has under a Transaction Document, or if any of the conditions set out in Clauses 7.3 and 7.4 are not, or will not be fulfilled by the First Closing Date and the relevant Option Closing Date (as the case may be),

then the Manager (on behalf of the Trustee and itself), the relevant Sponsor or the relevant Unit Lender, as the case may be, will promptly upon becoming aware of such failure:

(i) notify the Joint Bookrunners and Underwriters of any such event or circumstance in writing;

(ii) in the case of the Manager only, subject to the requirements of Clause 4.2, with respect to Clause 4.3(b) prepare an amendment or supplement that will correct such statement or omission or effect such compliance;

(iii) in the case of the Manager only, supply any supplemented or amended Prospectus to the Joint Bookrunners and Underwriters, and the counsel for the Joint Bookrunners and Underwriters without charge in such quantities as they may reasonably request; and

(iv) take such other steps as may be reasonably requested by the Joint Bookrunners and Underwriters to publicise the same.

Without prejudice to the generality of this Clause 4.3, each of the Manager, the Sponsors and the Unit Lenders undertakes to the Joint Bookrunners and Underwriters that they will not knowingly do or omit to do any act or thing which would render any of the warranties, agreements, or undertakings given pursuant to Clause 3 of this Agreement to be untrue or incorrect, or breached.

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4.4 Qualifications

The Manager (on behalf of Keppel-KBS US REIT) will arrange, if necessary, for the qualification of the Units for sale by the Joint Bookrunners and Underwriters under the laws of such jurisdictions as the Manager (on behalf of Keppel-KBS US REIT) and the Joint Bookrunners and Underwriters may agree and will maintain such qualifications in effect so long as required for the sale of the Units. However, in no event shall the Manager be obliged to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Units, in any jurisdiction where it is not now so subject. The Manager (on behalf of Keppel-KBS US REIT) will promptly advise the Joint Bookrunners and Underwriters of the receipt by the Manager of any notification with respect to the suspension or withdrawal of the qualification of the Units for subscription or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

4.5 No actions which would require registration of Units

None of the Manager, the Sponsors, the Unit Lenders, any of their respective Affiliates, nor any person acting on its or their behalf (which, for the avoidance of doubt, shall not include any Joint Bookrunner and Underwriter) will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration or (subject to Clause 4.4) qualification of the Units in any jurisdiction outside Singapore, including registration under the Securities Act.

4.6 No directed selling efforts

None of the Trustee, the Manager, the Sponsors, the Unit Lenders or any of their Affiliates, nor any person acting on its or their behalf (which for the avoidance of doubt, shall not include any Joint Bookrunner and Underwriter) will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Units.

4.7 Listing, clearance and settlement

The Manager will:

(a) Cause Listing. Use its best endeavours to cause the Listing of the Units from 2 p.m. on the First Closing Date, and will procure that any conditions in the ETL Letter that are required to be complied with and fulfilled by each of them (as the case may be) before the First Closing Date, are so complied with and fulfilled;

(b) Maintain Listing. Use their best endeavours to maintain such Listing and if they are unable to do so, having used such endeavours, the Manager shall use all reasonable endeavours to obtain and maintain a listing for the Units on one or more other alternative stock exchanges as the Manager (on behalf of Keppel-KBS US REIT), with the approval of the Joint Bookrunners and Underwriters may decide; and

(c) Clearance and Settlement. Co-operate with the Joint Bookrunners and Underwriters and use its best endeavours to cause the Units to become eligible for clearance and settlement through CDP from the First Closing Date.

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4.8 Lock-ups

(a) Each of the Manager, KC, KCIH and KBS SORP severally agrees to execute and deliver, to the Joint Bookrunners and Underwriters their respective Lock-up Letters and to comply with and procure the compliance with the same.

(b) Each of the Manager, the Sponsors and the KPA Guarantor severally agrees to procure the execution and delivery to the Joint Bookrunners and Underwriters of the Lock-up Letter by KBS SOR, KBS SOLP and KBS BVI.

4.9 Further undertakings

Each of the Manager, the Sponsors and the Unit Lenders undertakes and covenants as follows:

(a) to not amend any of the terms of the Relevant Entities Subscription Agreements without the written consent of all the Joint Bookrunners and Underwriters (such consent not to be unreasonably withheld or delayed);

(b) (in the case of the Manager only) to not waive any breach by either of KBS SOLP or KCIH of the terms of the KBS Subscription Agreement and the KCIH Subscription Agreement respectively without the written consent of all the Joint Bookrunners and Underwriters (such consent not to be unreasonably withheld or delayed);

(c) to not terminate any of the Relevant Entities Subscription Agreements or take any action which might jeopardise the existence, or enforceability of any of the terms, of the Relevant Entities Subscription Agreements without the written consent of all the Joint Bookrunners and Underwriters (such consent not to be unreasonably withheld or delayed);

(d) that it shall not breach any of its obligations and it shall duly and promptly perform its obligations under this Agreement and each of the Transaction Documents to which it is a party, and to procure the performance of the relevant entities’ obligations under the Portfolio Sale and Purchase Agreement;

(e) to procure that non-voting, fixed coupon preferred stock shall be issued by each of the Parent US REIT and the Sub-US REITs to more than 100 individuals who shall not be related to the Manager, KC, KPA or their respective Affiliates no later than 31 January 2018, and to procure that all common shares of each of the Lower Tier Sub-US REITs shall be held solely by the Upper Tier Sub-US REIT and all the common shares of the Upper Tier Sub-US REIT shall be held solely by the Parent U.S. REIT as described in the Preliminary Prospectus and the Prospectus immediately following the issue of such non-voting, fixed coupon preferred stock;

(f) to procure the issue of the title insurance policies in the form of the Proforma Title Insurance Policies (which shall provide coverage for a Property up to the amount of consideration paid or payable to the applicable Vendor and which shall only be subject the Title Insurance Exceptions) by the Title Insurance Company;

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(g) to promptly notify the Joint Bookrunners and Underwriters of all communications (written or oral) between the Manager (or any person acting on its behalf, including any legal counsel), KC (or any person acting on its behalf, including any legal counsel) and/or KPA (or any person acting on its behalf, including any legal counsel) in respect of or relating to (a), (b) or (c) of this Clause 4.9; and

(h) (in the case of the Manager only) to diligently pursue and enforce its rights under the Relevant Entities Subscription Agreements, including without limitation, if requested by any Joint Bookrunner and Underwriter, claiming for specific performance under the Relevant Entities Subscription Agreements. In pursuing or enforcing its rights under the Relevant Entities Subscription Agreements, the Manager shall act in accordance with the reasonable instructions of the Joint Bookrunners and Underwriters.

4.10 Cornerstone Subscription Agreements

The Manager undertakes and covenants that it:

(a) shall not amend any of the terms of the Cornerstone Subscription Agreements without the written consent of all the Joint Bookrunners and Underwriters (such consent not to be unreasonably withheld or delayed);

(b) shall not waive any breach by any Cornerstone Investor of the terms of the Cornerstone Subscription Agreement without the written consent of all the Joint Bookrunners and Underwriters (such consent not to be unreasonably withheld or delayed);

(c) shall not terminate the Cornerstone Subscription Agreements or take any action which might jeopardise the existence, or enforceability of any of the terms, of the Cornerstone Subscription Agreements without the written consent of all the Joint Bookrunners and Underwriters (such consent not to be unreasonably withheld or delayed;

(d) shall not breach any of its obligations and it shall duly and promptly perform its obligations under the Cornerstone Subscription Agreements;

(e) shall promptly notify the Joint Bookrunners and Underwriters of all written communications between the Manager (or any person acting on its behalf, including any legal counsel) and the Cornerstone lnvestor (or any person acting on its behalf, including any legal counsel) in respect of or relating to amendment or waiver of any terms of the Cornerstone Subscription Agreements or termination of the Cornerstone Subscription Agreements; and

(f) shall diligently pursue and enforce its rights under the Cornerstone Subscription Agreements, including without limitation, if requested by any Joint Bookrunner and Underwriter, claiming for specific performance under the Cornerstone Subscription Agreements. In pursuing or enforcing its rights under the Cornerstone Subscription Agreements, the Manager shall act in accordance with the reasonable instructions of the Joint Bookrunners and Underwriters. The Manager shall, at the request of the Joint Bookrunners and Underwriters, to the

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extent permitted under law, assign its rights under the Cornerstone Subscription Agreements to the Joint Bookrunners and Underwriters.

4.11 No stabilisation

(a) None of the Manager, KC, KPA, KCIH, KBS SOLP, KBS SORP, the KPA Guarantor or any of their respective Affiliates or any person acting on its behalf (other than the Stabilising Manager or any of its Affiliates or other persons acting on behalf of the Stabilising Manager), will take, directly or indirectly, any action designed to or which has constituted or which might be expected to cause or result, under any applicable law or regulation or otherwise, in stabilisation or manipulation of the price of any security of Keppel-KBS US REIT (including the Units, options in respect of the Units and other securities which are convertible into or exchangeable for Units) to facilitate the sale or resale of the Units, or which would or might otherwise constitute stabilising action or the purpose of which is to create actual, or apparent, active trading in or to raise the price of the Units. For the avoidance of doubt, the Stabilising Manager may, on behalf of the Joint Bookrunners and Underwriters, engage in transactions which stabilise the market price of the Units.

            (b) (i) The Manager will, on the date of this Agreement, execute and deliver the Stabilising Manager Appointment Letter (such letter to be in form and substance compliant with applicable law as set out in Schedule 6) to the Stabilising Manager, for the Stabilising Manager to deliver to the SGX-ST;

(ii) The Manager and each of the Unit Lenders will, (i) as soon as practicable before the First Closing Date, deliver to the Stabilising Manager a list in writing of all their associates (as defined in Section 4(6) of the SFA and for the purpose of Regulation 3A(8) of the Securities and Futures (Market Conduct) (Exemptions) Regulations 2006 of Singapore) as of the date of its notice to the Stabilising Manager (being a date after the date of this Agreement), and (ii) thereafter, and from time to time up to the last day on which the Over-allotment Option may be exercised, deliver to the Stabilising Manager an updated list of any other persons who become their associates after the date of the earlier notice to the Stabilising Manager; and

(iii) The Manager and each of the Unit Lenders will not, and will procure that their respective associates (as defined for the purposes of Regulation 3A(8) of the Securities and Futures (Market Conduct) (Exemptions) Regulations 2006) will not, directly or indirectly, effect any sell order of the Units through the Stabilising Manager for the period commencing the date of the commencement of dealing in the Units on the SGX-ST and expiring on the Option Closing Date.

4.12 Use of Proceeds

The Manager and Keppel-KBS US REIT will apply the net proceeds from the sale of the Units as described in the Preliminary Prospectus and the Prospectus and will not directly or indirectly use such proceeds, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity:

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(i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of the Sanctions,

(ii) to fund or facilitate any activities of or business in any Sanctioned Country,

(iii) in any other manner that causes any person, including the Joint Bookrunners and Underwriters, to violate the Sanctions, or

(iv) in any manner that violates Anti-Money Laundering and Anti-Terrorism Financing Laws or Anti-Bribery Laws,

and the Manager further covenants not to engage, directly or indirectly, in any other activities that would cause any of the Joint Bookrunners and Underwriters to violate the Sanctions.

4.13 Assistance

The Manager and the Sponsors will co-operate to give all such assistance and provide all such information as the Joint Bookrunners and Underwriters may reasonably require in connection with the making and implementation of the Offering in accordance with the arrangements contemplated by this Agreement.

4.14 No announcements

None of the Manager, KC, KPA or any of their respective affilaites shall make any announcement in relation to the Offering from the Execution Time up to (and including) the later of the First Closing Date or the Option Closing Date, if the Over-Allotment Option is exercised, without the prior approval of the Joint Bookrunners and Underwriters (such approval not to be unreasonably withheld or delayed), except where such announcement is required by applicable law or regulations or the Listing Rules, and in such event, such announcement shall be made with the prior consultation of the Joint Bookrunners and Underwriters. None of the Manager, KC, KPA or their respective Affiliates shall make any announcement in relation to the Offering for the period from the date following the First Closing Date or the Option Closing Date, if the Over-Allotment Option is exercised until the date falling 90 days from the First Closing Date or the Option Closing Date, if the Over-Allotment Option is exercised without consulting the Joint Bookrunners and Underwriters prior to publicising such announcement.

4.15 Compliance with Laws

The Manager, the Sponsors and the Unit Lenders each undertake to comply, in all material respects, with all the applicable provisions of the SFA, the Code, the CIS Regulations, the on-going requirements of the relevant laws of the United Kingdom implementing the AIFMD, the Listing Rules and all other requirements of the SGX-ST and all other applicable statutes, governmental regulations and laws.

4.16 Selling restrictions

Each of the Manager, KC, KPA and their respective Affiliates has complied and will comply with the restrictions in connection with the Offering as set forth in the section titled “Plan of Distribution — Distribution and Selling Restrictions” in the Preliminary Prospectus and the Prospectus.

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4.17 No public offering

None of the Manager, KC, KPA or their respective affiliates will take any action to permit a public offering of the Offering Units or distribute the Preliminary Prospectus or the Prospectus or any relevant application forms for the Offering Units or other material relating to the Offering in any country or jurisdiction except in Singapore or any other country or jurisdiction where such offering or distribution is permitted.

4.18 Compliance with US Tax Code

The Manager shall act in good faith to cause the Parent US REIT and each of the Sub-US REITs to continue to qualify as “real estate investment trusts” pursuant to sections 856 through 860 of the US Tax Code from the completion of the Acquisitions.

4.19 No competition

None of the Manager, the Sponsors or their respective Affiliates will, from the date of this Agreement until the earliest of:

(a) 30 days from the last Option Closing Date; and

(b) the date this Agreement is terminated in accordance with Clause 8.1,

launch any other real estate-related equity offerings listed on the SGX-ST (except those which relates to entities or real estate investment trusts or business trusts which are already listed on the SGX-ST and of which the constitution of the board of directors are in compliance with the listing rules of the SGX-ST) which might, in the reasonable opinion of the Joint Bookrunners, have a material adverse effect on the Offering, and Underwriters, without the prior written consent of the Joint Bookrunners and Underwriters (such consent not to be unreasonably withheld or delayed). For the avoidance of doubt, with respect only to Sponsors, this provision shall exclude entities which are not subsidiaries, direct or indirect, of any of the Sponsors.

4.20 Additional KPA Undertakings

KPA further undertakes to the Joint Bookrunners and Underwriters, for the period until 30 September 2018 (the Lockup Period), as follows:

(a) Except as provided below, KPA shall not create or allow to exist any Encumbrance on any of its assets.

(b) KPA shall not, without the written consent of the Joint Bookrunners and Underwriter:

(i) sell, transfer or otherwise dispose of any of its assets;

(ii) factor, sell, transfer or otherwise dispose of any of its receivables on recourse terms

(iii) enter into or permit to subsist any title retention arrangement in relation to any of its assets;

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(iv) create or allow to subsist any Encumbrance over any of its assets or any guarantee in respect of any obligation of any person;

(v) enter into or permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(vi) enter into any other arrangement having a similar effect.

(c) KPA will procure that KC remits US$13.0 million of the KPA Payment to the KPA Lock-up Account on such date when the KPA Payment is due to be made to KPA. Subject to Clause 4.20(d), KPA agrees that any withdrawals from the Lock-up Account on or prior the last day of the Lockup Period shall be authorised by two signatories, one being a representative appointed by DBS Bank Ltd., and the other being a representative appointed by KPA. All interests accrued in the Lock-up Account shall belong to KPA, and the interest shall be equivalent to the fixed deposit rates of DBS Bank Ltd. for an equivalent period.

(d) KPA undertakes that it shall not, without the prior written consent of the Joint Bookrunners and Underwriter, transfer or procure the transfer of any amount in the KPA Lock-up Account to any party during the Lockup Period, except for US$1.0 million which the Joint Bookrunners and Underwriters agree can be transferred out of the KPA Lock-up Account at any time after 30 June 2018.

4.21 KC Undertakings

KC further undertakes to the Joint Bookrunners and Underwriters that it shall pay US$13.0 million of the KPA Payment to the KPA Lock-up Account on such date when the KPA Payment is due to be made to KPA.

5. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE JOINT BOOKRUNNERS AND UNDERWRITERS

5.1 Selling Restrictions

Each Joint Bookrunner and Underwriter, severally (and not jointly or jointly and severally), represents and warrants to and agrees with the Manager that subject to the compliance by the Manager and each of the Sponsors of their respective representations and warranties in this Agreement, it has complied and will comply with the restrictions set forth in the section titled “Plan of Distribution—Distribution and Selling Restrictions” in the Preliminary Prospectus and the Prospectus in connection with the Offering and sale of Offering Units pursuant to the Public Offer and the Placement Tranche.

5.2 Representations and warranties

Each Joint Bookrunner and Underwriter severally (and not jointly or jointly and severally), represents and warrants to and agrees with the Manager and each of the Sponsors that:

(a) it has the requisite power and authority to enter into and perform this Agreement;

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(b) this Agreement constitutes its valid and legally binding obligations in accordance with its terms (subject to bankruptcy, insolvency and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity); and

neither it, its Affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to the Units.

6. COMMISSIONS, COSTS AND EXPENSES

6.1 Fees payable by the Manager, the Sponsors and the Unit Lenders

(a) Financial Adviser Fee. The Manager (failing whom, the Sponsors (on a joint and several basis)) shall pay, or direct the Trustee to pay, to DBS in its role as the Sole Financial Adviser and Issue Manager in connection with the Offering related structuring services (excluding, for the avoidance of doubt, the sale and purchase of the securities under this Agreement), a financial adviser’s fee as separately agreed between the DBS, the Manager and the Sponsors in writing;

(b) Underwriting, Selling and Management Commission on the Offering Units and Cornerstone Units. The Manager (failing whom, the Sponsors (on a joint and several basis)) shall pay, or direct the Trustee to pay:

(i) to the Joint Bookrunners and Underwriters (other than Citi) an underwriting, selling and management fee of 1.9% of the Offering Price multiplied by the aggregate number of Offering Units and Cornerstone Units (and together with any GST payable thereon), in the proportion set forth opposite each such Joint Bookrunner and Underwriter’s name in Column 1 of Schedule 1; and

(ii) to Citi an underwriting, selling and management fee as separately agreed between Citi, the Manager and the Sponsors in writing, which shall not exceed 1.9% but which shall not be lower than 0.9% of the Offering Price multiplied by the aggregate number of Offering Units and Cornerstone Units (and together with any GST payable thereon), in the proportion set forth opposite Citi in Column 1 of Schedule 1;

(c) Underwriting, Selling and Management Commission on the Over-Allotment Units. The Manager (failing whom, the Sponsors (on a joint and several basis)) shall pay, or direct the Trustee to pay, to the Joint Bookrunners and Underwriters an underwriting, selling and management fee of 1.9% of the Offering Price multiplied by the aggregate number of Over-Allotment Units for which such Over-Allotment Option has been exercised (and together with any GST payable thereon), in the proportion set forth opposite each such Joint Bookrunner and Underwriter’s name in Schedule 1;

(d) Incentive Fee on the Offering Units and Cornerstone Units. The Manager may at its sole discretion pay, or direct the Trustee to pay, to the Joint Bookrunners and Underwriters an incentive fee of up to 0.3% of the Offering Price multiplied by the aggregate number of Offering Units and Cornerstone Units (and together with any GST payable thereon), in such amounts and in such proportion among

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the Joint Bookrunners and Underwriters as may be determined by the Manager in its sole discretion; and

(e) Incentive Fee on the Over-Allotment Units. The Manager may at its sole discretion pay, or direct the Trustee to pay, to the Joint Bookrunners and Underwriters an incentive fee of up to 0.3% of the Offering Price multiplied by the aggregate number of Over-Allotment Units (and together with any GST payable thereon), in such proportion among the Joint Bookrunners and Underwriters as may be determined by the Unit Lender in its sole discretion.

Without prejudice to the obligations of the Manager and the Sponsors (as the case may be) under this Clause 6, unless previously paid by the Manager or the Sponsors, the equivalent in United States dollars (as determined by the Joint Bookrunners and Underwriters) of any amount due under Clauses 6.1(a) and 6.1(b) may be deducted from the Offering Proceeds to be paid to the Trustee for Keppel-KBS US REIT on the First Closing Date in accordance with Clauses 7.2(a). The amount due under Clause 6.1(c) and incentive fees under Clauses 6.1(d) and 6.1(e) shall be paid to the Joint Bookrunners and Underwriters within 45 days of the First Closing Date or such other date as may be agreed between the Joint Bookrunners and Underwriters, the Manager and the Sponsors.

6.2 Keppel-KBS US REIT’s costs and expenses

Regardless whether closing occurs on the First Closing Date, the Manager will pay or cause the Trustee to pay and/or reimburse (as the case may be) (failing such payment and/or reimbursement, the Sponsors shall pay and/or reimburse) all the costs, charges and expenses whether incurred directly or indirectly (plus any applicable GST or value added tax):

(a) Professional Advisers. Of the legal, accountancy and other professional advisers instructed by the Manager, the Trustee, the KC Group and/or the KBS Group in connection with the Offering, including those of Allen & Gledhill LLP, DLA Piper LLP, Sheppard Mullin Richter & Hampton LLP, the Reporting Auditor, Cushman & Wakefield of Illinois, Inc. and JLL Valuation & Advisory Services, LLC incurred in connection with the Offering;

(b) Trustee. Of the preparation of the Trust Deed, the issuance thereunder of the Units and the fees and expenses of the Trustee;

(c) Transaction Documents. In connection with the preparation and execution of the other Transaction Documents;

(d) Offering Documents. Of the preparation, printing, reproduction, delivery (including postage, airfreight charges and charges for counting and packaging) of the Preliminary Prospectus and the Prospectus, and each amendment or supplement thereto, in such number as may be reasonably requested for use in connection with the offering and sale of the Units;

(e) Marketing logistics. In association with the expenses relating to the marketing the Offering and the Cornerstone Subscription Agreements (including, without limitation, roadshow transportation and other costs and expenses incurred by or

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on behalf of the representatives of the Managers in connection with the presentation to investors (including cornerstone investors));

(f) Qualification. In connection with any registration or qualification of the Units for offer, subscription and sale under the laws of any jurisdiction (pursuant to Clause 4.4 (including filing fees and the reasonable fees and expenses of counsel for the Joint Bookrunners and Underwriters relating to such registration and qualification)) where such Units are offered or sold;

(g) SGX-ST and MAS. In connection with admission of the Units to the Official List of the SGX-ST and any filings or registration requirements by the MAS;

(h) Participating Banks. Of the fees and expenses of the Participating Banks through which applications for the Public Offer are made through the automated teller machines of the Participating Banks;

(i) Taxes and Duties. Of all stamp, registrations, transfer and other similar taxes, duties fees and charges (including any interest and penalties thereon or in connection therewith) arising under the laws of Singapore or any other jurisdiction where the Manager and the Joint Bookrunners and Underwriters have agreed the Units may be offered and sold in connection with the issue of and subscription for the Units contemplated hereby other than such taxes, duties, fees and charges as are payable by subscribers or purchasers of Units through or from any Joint Bookrunners and Underwriter; and

(j) Other. Otherwise incurred by the Trustee, the Manager, any of the Sponsors or the Unit Lenders and incidental to the performance by them of their obligations under this Agreement and not otherwise specifically provided for in this Clause 6.2.

Unless previously paid by the Trustee, the Manager or the Sponsors, the equivalent in United States dollars (as reasonably determined by the Joint Bookrunners and Underwriters and notified in advance to the Manager) of any amount due under this Clause 6.2 may be deducted from the Offering Proceeds to be paid to the Trustee for Keppel-KBS US REIT on the First Closing Date (provided that any marketing or promotional expenses not permitted to be so deducted pursuant to the Code shall be paid by the Manager to the Joint Bookrunners and Underwriters on the First Closing Date).

6.3 Joint Bookrunners and Underwriters’ expenses

Whether or not there is closing on the First Closing Date, the Manager will pay or cause the Trustee to pay and/or reimburse (as the case may be) (failing such payment and/or reimbursement, the Sponsors (on a joint and several basis) shall be liable to pay and/or reimburse each of the Joint Bookrunners and Underwriters) within 14 days after demand all out-of-pocket costs and expenses properly incurred in connection with the Offering, including but not limited to:

(a) Professional Advisers. the fees and expenses of third party advisers, including Allen & Overy LLP and other advisers engaged for the purposes of advising on applicable selling restrictions in connection with the Offering, incurred by the Joint Bookrunners and Underwriters in connection with the Offering (for the

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avoidance of doubt, such fees and expenses also includes those incurred in connection with the Repayment Side Letter and the transactions contemplated thereunder);

(b) Marketing Logistics. the costs and expenses incurred by the Joint Bookrunners and Underwriters in connection with the Offering and the Cornerstone Subscription Agreements, including, without limitation, all travel and accommodation expenses, all roadshow expenses, document production costs, translation fees courier costs, advertising and promotion expenses, ratings agency fees, accounting fees, registration and listing fees and expenses, all printing costs in connection with the Offering and the Cornerstone Subscription Agreements, all costs and expenses incurred by the Joint Bookrunners and Underwriters in connection with preparing, reviewing and publishing the “tombstone”, the pre-deal investor education costs, costs incurred in connection with the cornerstone subscription process and the costs of any other marketing, advertising and any other announcement permitted by applicable law in relation to the Offering and the Cornerstone Subscription Agreements (for the avoidance of doubt, such costs and expenses also includes those incurred in connection with the Repayment Side Letter and the transactions contemplated thereunder);

(c) Acquisitions. Any amounts and costs incurred in relation to any funding to facilitate the completion of the Acquisitions pursuant to the Repayment Side Letter;

(d) Taxes and Duties. any taxes, duties, fees and charges which are payable by the Manager (or Keppel-KBS US REIT) but which are charged to the Joint Bookrunners and Underwriters;

(e) Keppel-KBS US REIT’s Costs and Expenses. Any costs and expenses incurred in connection with the Offering and Cornerstone Subscription Agreements which are payable by the Manager (or Keppel-KBS US REIT) but which are charged to the Joint Bookrunners and Underwriters;

(f) Remittance. any charges or fees levied on the remittance of moneys by the Joint Bookrunners and Underwriters, the Trustee, the Manager or Keppel-KBS US REIT (as the case may be); and

(g) Other. all other costs and expenses which are incurred by the Joint Bookrunners and Underwriters with the prior approval of the Manager.

Unless previously paid by the Trustee or the Manager, the equivalent in United States dollars (as determined by the Joint Bookrunners and Underwriters) of any amount due, or which the Joint Bookrunners and Underwriters estimate will be due (such estimate having been agreed between the Manager and the Joint Bookrunners and Underwriters) under this Clause 6.3 will be deducted from the Offering Proceeds paid to the Trustee on the First Closing Date.

6.4 Gross-up

All payments made by the Manager, the Trustee, KC or KPA, as the case may be, under this Clause 6 and Clause 9 shall be made gross, free of any right of counterclaim or set

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off and without deduction or withholding of any kind other than any deduction or withholding required by law, provided that if the Manager, the Trustee, KC or KPA, as the case may be, makes a deduction or withholding required by law, the sum due to the Joint Bookrunners and Underwriters or any of them from the Manager, the Trustee, KC or KPA, as the case may be, shall be increased to the extent necessary to ensure that, after the making of any deduction or withholding, the relevant Joint Bookrunner(s) and Underwriter(s) receive a sum equal to the sum it/they would have received had no deduction or withholding been made. The Joint Bookrunners and Underwriters agree that all invoices to be issued by them to the Manager, the Trustee, KC or KPA, as the case may be, shall be issued by their respective Singapore offices.

6.5 Goods and Services Tax

All amounts set out in this Clause 6 are exclusive of GST or any other tax or other levies imposed in connection with the Joint Bookrunners and Underwriters’ obligations pursuant to this Agreement. Any GST or other levies now or hereafter imposed by law or required to be paid in respect of any moneys payable to or received or receivable by the Joint Bookrunners and Underwriters or any of them pursuant to this Agreement shall (except to the extent prohibited by law) be borne and paid by the Trustee (failing which, the Manager, and failing which, the Sponsors (on a joint and several basis) shall liable to pay).

6.6 Brokerage fees

The Manager and the Sponsors agree that other than the fees and commissions referred to in Clause 6.1, the Joint Bookrunners and Underwriters may charge any brokerage or other similar fees up to one per cent. of the Offering Price per Unit in respect of the issue, sale or re-sale of the such number of Offering Units (including the Cornerstone Units) set forth against the name of each Joint Bookrunner and Underwriter in Schedule 1 and any GST or other levies now or hereafter imposed by law, save that no brokerage or fees will be charged to Keppel-KBS US REIT, the Manager and the Sponsors under this Agreement.

6.7 Repayment Side Letter

Without prejudice to the obligations of the Manager under this Clause 6, the Manager acknowledges and agrees that any amount due and owing (including principal, interests and fees accrued thereof and all out-of-pocket costs and expenses) under the Repayment Side Letter may be deducted from the Offering Proceeds to be paid to the Trustee for Keppel-KBS US REIT on the First Closing Date in accordance with Clauses 7.2(a).

7. CLOSING AND CONDITIONS

7.1 Closing

(a) Subject to the fulfilment of the conditions set out in Clause 7.3, the closing of the subscription for the Offering Units and the sale and purchase of any Over-Allotment Units in respect of which the First Closing Date has been designated as the Option Closing Date shall take place at 10.00 a.m. (Singapore time) (or such other time as the parties hereto may agree) on the First Closing Date. The closing of the sale and purchase of any Over-Allotment Units in respect of which

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the Over-Allotment Option has been exercised and in respect of which the First Closing Date has not been designated as the Option Closing Date therefore shall take place at 3.00 p.m. (Singapore time) (or such other time as the parties hereto may agree) on the Option Closing Date designated in the notice of such exercise.

(b) The Manager (in the case of the Offering Units), the Unit Lender (in the case of the Over-Allotment Units), the Sponsors and the Joint Bookrunners and Underwriters may agree to postpone any Closing Date (in the case of Offering Units) or Option Closing Date (in the case of Over-Allotment Units) to another date being (in relation to that Closing Date) a date failing not more than 20 Business Days after the date originally designated as such Closing Date, and (in relation to any Option Closing Date) a date falling not more than two Business Days after the date originally designated as such Option Closing Date, whereupon all other references herein to such Closing Date or Option Closing Date (as the case may be) shall be construed as being to that later date.

7.2 Payment and delivery

(a) Delivery of the Units shall be made to the CDP account(s) or sub-account(s) of each Joint Bookrunner and Underwriter or as it may direct against payment by the Joint Bookrunners and Underwriters of the Offering Price in relation to the Offering Units, to be paid to the Trustee in the manner to be agreed between the Manager and the Joint Bookrunners and Underwriters, less any deductions made pursuant to Clause 6.1, Clause 6.2, Clause 6.3, Clause 6.4 Clause 6.5 and/or Clause 6.7; and

(b) in relation to the Over-Allotment Units in respect of which the Over-Allotment Option has been exercised, payment by the Joint Bookrunners and Underwriters of the Offering Price in relation to the Over-Allotment Units on an Option Closing Date, to or to the order of the Unit Lender, by giving irrevocable instructions to effect a telegraphic transfer, less any deductions made pursuant to Clause 6.1, Clause 6.4 and/or Clause 6.5.

It is understood and agreed by the parties hereto that no delivery of Units on the First Closing Date or an Option Closing Date (as the case may be) shall be effective unless and until payment therefore has been made, and that no such payment shall be effective unless such delivery has been made, in each case in accordance with this Agreement.

7.3 Conditions Precedent to First Closing

The obligations of the Joint Bookrunners and Underwriters to subscribe or to procure subscribers for the Offering Units shall be subject to the accuracy of the representations and warranties on the part of the Manager and the Sponsors (by reference to the facts or circumstances subsisting at that time) contained in this Agreement as of the Execution Time and the time immediately prior to the payment of the Offering Price for the Units on the First Closing Date, to the accuracy of the representations and warranties of the Manager and the Sponsors (by reference to the facts or circumstances subsisting at that time) made in any certificate delivered pursuant to this Agreement, to the performance by the Manager and the Sponsors of their respective obligations under this Agreement and to the following additional conditions:

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(a) Closing Documents. The Joint Bookrunners and Underwriters shall have received on the Date of Registration and/or on or before payment for the Offering Units on the First Closing Date, as the case may be, the following documents:

(i) Opinions of Allen & Gledhill LLP. On the Date of Registration, a Singapore law disclosure opinion dated the Date of Registration, and on the First Closing Date, a Singapore law enforceability opinion and a “bring down” Singapore law disclosure opinion dated as of the First Closing Date, addressed to the Joint Bookrunners and Underwriters from Allen & Gledhill LLP, in agreed form;

(ii) Opinions of Allen & Overy LLP. On the Date of Registration, a Singapore law disclosure opinion dated the Date of Registration, and on the First Closing Date, a Singapore law enforceability opinion and a “bring down” Singapore law disclosure opinion dated as of the First Closing Date, addressed to the Joint Bookrunners and Underwriters from Allen & Overy LLP, in agreed form;

(iii) Opinions of DLA Piper LLP. On the date of lodgement of the Preliminary Prospectus with the MAS, a U.S. corporate legal opinion dated the date of lodgment, on the Date of Registration, a U.S. corporate legal opinion dated the Date of Registration, and on the First Closing Date, a U.S. corporate legal opinion dated as of the First Closing Date, addressed to the Joint Bookrunners and Underwriters from DLA Piper LLP, in agreed form;

(iv) Opinions of Sheppard Mullin Richter & Hampton LLP. On the Date of Registration, a U.S. corporate and enforceability legal opinion on the Portfolio Sale and Purchase Agreement dated the Date of Registration, and on the First Closing Date, a “bring down” U.S. corporate and enforceability legal opinion on the Portfolio Sale and Purchase Agreement dated as of the First Closing Date, addressed to the Joint Bookrunners and Underwriters from Sheppard Mullin Richter & Hampton LLP, in agreed form

(v) No-Registration Opinion. On the First Closing Date, a no-registration opinion dated the First Closing Date addressed to the Joint Bookrunners and Underwriters from Allen & Overy LLP, in agreed form;

(vi) Legal Due Diligence Reports of Sheppard Mullin Richter & Hampton LLP. On or prior to the date of lodgment of the Prospectus, and on the Date of Registration, legal due diligence reports for each of the Properties addressed to the Joint Bookrunners and Underwriters from Sheppard Mullin Richter & Hampton LLP, in agreed form;

(vii) Consents from PBren and Schreiber. Before the First Closing Date, the execution of the consent letter by GKP, PBren Investments, L.P, Schreiber Real Estate Investments, L.P., KBS Holdings LLC, KBS Capital Advisors LLC and the Joint Bookrunners and Underwriters, in form and substance satisfactory to the Joint Bookrunners and Underwriters;

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(viii) Certificate of the Manager. A signed Officers’ Certificate dated as of the First Closing Date from the Manager, substantially in the form set out in Schedule 3;

(ix) Certificates of the Sponsors. A signed Officers’ Certificate dated as of the First Closing Date from each Sponsor, substantially in the form set out in Schedule 4;

(x) Reporting Auditor’s Comfort Letters. On the date of lodgement of the Preliminary Prospectus with the MAS and on the Date of Registration, comfort letters dated the date of lodgement of the Prospectus with the MAS and the Date of Registration respectively, and on the First Closing Date, a “bring-down” comfort letter dated as of the First Closing Date, addressed to the Joint Bookrunners and Underwriters from the Reporting Auditor, in agreed form;

(xi) Tax Comfort Letters. On the date of lodgement of the Preliminary Prospectus with the MAS and on the Date of Registration, comfort letters dated the date of lodgment of the Preliminary Prospectus with the MAS and the Date of Registration respectively, and on the First Closing Date, a “bring-down” comfort letter dated as of the First Closing Date, addressed to the Joint Bookrunners and Underwriters from each of the independent Singapore tax adviser, Allen & Gledhill LLP and the independent U.S. tax adviser, DLA Piper LLP, in agreed form;

(xii) Reliance Letters. On the date of lodgement of the Preliminary Prospectus and on the Date of Registration, reliance letters dated the date of lodgement of the Preliminary Prospectus and the Date of Registration respectively, addressed to the Joint Bookrunners and Underwriters from the independent market research consultant, Cushman & Wakefield Illinois, Inc., in agreed form;

(xiii) Transaction Documents. Each Transaction Document to be entered into prior to the First Closing Date, duly executed and delivered, on or before the First Closing Date by or on behalf of all parties thereto;

(xiv) Tax Rulings. The Tax Rulings shall not have been withdrawn or materially and adversely amended;

(xv) SGX-ST Waiver. The SGX-ST Waiver shall not have been withdrawn or materially and adversely amended;

(xvi) MAS Waiver. The MAS Waiver shall not have been withdrawn or materially and adversely amended;

(xvii) CMS Licence. The CMS Licence, shall be in full force and effect and not amended or revoked and there being no breach of the terms and conditions applicable to the CMS Licence; and

(xviii) Authorisation. The authorisation of Keppel-KBS US REIT as a collective investment scheme by the MAS having not been withdrawn or materially and adversely amended;

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(b) Unit Lending Agreement. The Unit Lenders shall have entered into the Unit Lending Agreement with the Stabilising Manager in agreed form, and the Unit Lending Agreement shall be in full force and effect without any breach by any of the Unit Lenders of their respective representations, warranties or undertakings thereunder;

(c) Completion of Relevant Entities’ Subscription Agreement. (i) KCIH shall have completed its subscription of the KCIH Subscription Units pursuant to the terms of the KCIH Subscription Agreement, and (ii) KBS SOLP shall have completed its subscription of the KBS SOLP Subscription Units pursuant to the terms of the KBS SOLP Subscription Agreement;

(d) Lock-Up Letters. On or prior to the date of this Agreement, the Joint Bookrunners and Underwriters having received the Lock-Up Letters from each of KCIH, KC, KBS BVI, KBS SORP, KBS SOLP, KBS SOR and the Manager, each signed by duly authorised signatories and the Lock-Up Letters shall not have been breached subsequent thereto;

(e) Listing of Units. All necessary steps have been taken, all necessary approvals and consents have been obtained (including the in-principle approval for listing of the Units on the SGX-ST), all necessary formalities in Singapore have been completed and all applicable laws, regulations and directives have been complied with to enable the Units to be issued and allotted and listed and traded on the SGX-ST (including but not limited to compliance with the unitholding and distribution requirements under the Listing Manual), and there shall not have occurred any withdrawal of such approval or any ruling or any event or condition that would prevent the commencement of trading of the Units;

(f) Breach of Obligations. Each Transaction Document is in full force and effect (and not amended or supplemented) (but not including a termination of any Cornerstone Subscription Agreement which is solely caused by a Cornerstone Investor failing to make payment for the Units to be subscribed under the relevant Cornerstone Subscription Agreement) and each of the conditions precedent (if any) (but not including any conditions precedent in any Cornerstone Subscription Agreement which a Cornerstone Investor is to make payment for the Units to be subscribed under the Cornerstone Subscription Agreement) in each of the Transaction Documents shall have been satisfied (except with respect to the unconditionality of this Agreement) or waived (provided that any such waiver shall not have any material adverse effect on the transaction contemplated by such Transaction Document), there shall not have occurred any breach or non-compliance by any of the parties thereto of their obligations and agreements under such documents which prevents the closing of or which have any material adverse effect on the transactions contemplated by such Transaction Documents (save for a failure by any Cornerstone Investor to make payment for the Units to be subscribed by it under the relevant Cornerstone Subscription Agreement). For purposes of this Clause 7.3(f) and without prejudice to any rights of the Joint Bookrunners and Underwriters under this Agreement and the Cornerstone Subscription Agreements, in the event that a Cornerstone Investor makes payment for the Units to be subscribed under the relevant Cornerstone Subscription Agreement in full before such time when payment under Clause 7.2 is required to be made by the Joint Bookrunners and

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Underwriters, and the relevant Units subscribed for under such Cornerstone Subscription Agreement are issued to that Cornerstone Investor, the Joint Bookrunners and Underwriters hereby agree that, in relation to such Cornerstone Subscription Agreement, the conditions in this Clause 7.3(f) shall be satisfied or deemed to be satisfied and the Joint Bookrunners and Underwriters shall not be entitled to claim that, in relation to such Cornerstone Subscription Agreement, the condition in this Clause 7.3(f) is not satisfied;

(g) Specific Obligations. Without prejudice to Clause 7.3(f), the obligations of the Joint Bookrunners and Underwriters to purchase the Units shall be subject to:

(i) the completion of the Portfolio Sale and Purchase Agreement, and the terms thereof not having been breached in any respect or terminated;

(ii) the execution of the escrow letter pursuant to the Portfolio Sale and Purchase Agreement ensuring, among other things, the commitment of the Title Insurance Company to issue its owner’s policy of title insurance upon satisfaction of the conditions precedent to such escrow letter; and

(iii) the Facility Agreement and the terms therein being in full force and effect and not having been waived, breached, amended, varied, supplemented or terminated in any material respect;

(h) Prospectus. The Prospectus having been registered by the MAS in accordance with Section 296 of the SFA and not being withdrawn;

(i) No Change in Law. No stop order or similar order has been issued by the MAS or any court or other judicial, governmental or regulatory authority in Singapore in relation to the Offering nor is the sale and subscription and/or purchase of the Units in accordance with the provisions of this Agreement or the execution and performance of any of the Transaction Documents prohibited by any statute, order, rule, regulation or directive issued by, or objected to by any legislative, executive or regulatory body or authority of Singapore (including, without limitation, the MAS and the SGX-ST);

(j) No Amendment or Supplement to the Prospectus. No amendment or supplement to the Prospectus shall have been announced, issued, published or delivered to investors without prior approval by the Joint Bookrunners and Underwriters;

(k) No Withdrawal of Consent. None of the Reporting Auditors or the Experts has withdrawn its consent to the issue of the Prospectus with the inclusion of their respective reports and references to their names included in the form and context in which such reports and names appear in the Prospectus; and

(l) No Termination. There shall not have occurred any event or circumstances, which would authorize the Joint Bookrunners and Underwriters to terminate this Agreement pursuant to Clause 8.1 hereof.

provided, however, that the Joint Bookrunners and Underwriters may, at their discretion, waive satisfaction or modify (with or without condition(s) attached) any of the conditions specified in this Clause 7.3 or extend the time provided for fulfilment of any such conditions in respect of all or any part of the performance thereof provided always that

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any such waiver or modification as aforesaid shall be without prejudice to the right of the Joint Bookrunners and Underwriters to elect to treat any further or other breach, failure or event as releasing and discharging the Joint Bookrunners and Underwriters from their payment or underwriting obligations under Clause 2 and shall be without prejudice to the right of the Joint Bookrunners and Underwriters to terminate this Agreement by notice pursuant to Clause 8.

The parties acknowledge that the conditions specified above are for the benefit of the Joint Bookrunners and Underwriters only.

7.4 Conditions Precedent to Option Closing

The obligations of the Joint Bookrunners and Underwriters to subscribe or to procure subscribers for the Over-Allotment Units shall be subject to the accuracy of the representations and warranties on the part of the Manager and the Sponsors (by reference to the facts or circumstances subsisting at that time) contained in this Agreement as of the Execution Time and the time immediately prior to the payment of the Offering Price for the Over-Allotment Units on the Option Closing Date, to the accuracy of the representations and warranties of the Manager and the Sponsors (by reference to the facts or circumstances subsisting at that time) made in any certificate delivered pursuant to this Agreement, to the performance by the Manager and the Sponsors of their respective obligations under this Agreement and to the following additional conditions:

(a) Closing Documents. The Joint Bookrunners and Underwriters receive on or before payment for the Over-Allotment Units on the Option Closing Date, as the case may be, the following documents:

(i) Opinions of Allen & Gledhill LLP. On the Option Closing Date, a “bring down” Singapore law enforceability opinion dated as of the Option Closing Date, addressed to the Joint Bookrunners and Underwriters from Allen & Gledhill LLP, in agreed form;

(ii) Opinions of Allen & Overy LLP. On the Option Closing Date, a “bring down” Singapore law enforceability opinion dated as of the Option Closing Date, addressed to the Joint Bookrunners and Underwriters from Allen & Overy LLP, in agreed form;

(iii) No-Registration Opinion. On the Option Closing Date, a “bring-down” no-registration opinion dated as of the Option Closing Date addressed to the Joint Bookrunners and Underwriters from Allen & Overy LLP, in agreed form;

(iv) Certificate of the Manager. A signed Officers’ Certificate dated as of the Option Closing Date from the Manager, substantially in the form set out in Schedule 3;

(v) Certificate of the Sponsors. A signed Officers’ Certificates dated as of the Option Closing Date from each Sponsor, substantially in the form set out in Schedule 4;

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(vi) Certificate of the Unit Lenders. A signed Officers’ Certificates dated as of the Option Closing Date from each Unit Lender, substantially in the form set out in Schedule 5;

(vii) Reporting Auditor’s Comfort Letters. On the Option Closing Date, a “bring down” comfort letter dated as of the Option Closing Date, addressed to the Joint Bookrunners and Underwriters from the Reporting Auditors, in agreed form; and

(viii) Tax Comfort Letters. On the Option Closing Date, a “bring-down” comfort letter dated as of the Closing Date, addressed to the Joint Bookrunners and Underwriters from each of the independent Singapore tax adviser, Allen & Gledhill LLP and the independent U.S. tax adviser, DLA Piper LLP, in agreed form;

(b) No changes. There shall not have occurred and be continuing any circumstances contemplated by Clause 8.1;

(c) Breach of Obligations. Each Transaction Document is in full force and effect (and not amended or supplemented) (but not including a termination of any Cornerstone Subscription Agreement which is solely caused by a Cornerstone Investor failing to make payment for the Units to be subscribed under the relevant Cornerstone Subscription Agreement) and each of the conditions precedent (if any) (but not including any conditions precedent in any Cornerstone Subscription Agreement which a Cornerstone Investor is to make payment for the Units to be subscribed under the Cornerstone Subscription Agreement) in each of the Transaction Documents shall have been satisfied or waived (provided that any such waiver shall not have any material adverse effect on the transaction contemplated by such Transaction Document), there shall not have occurred any breach or non-compliance by any of the parties thereto of their obligations and agreements under such documents which prevents the closing of or which have any material adverse effect on the transactions contemplated by such Transaction Documents (save for a failure by any Cornerstone Investor to make payment for the Units to be subscribed by it under the relevant Cornerstone Subscription Agreement). For purposes of this Clause 7.4(c) and without prejudice to any rights of the Joint Bookrunners and Underwriters under this Agreement and the Cornerstone Subscription Agreements, in the event that a Cornerstone Investor makes payment for the Units to be subscribed under the relevant Cornerstone Subscription Agreement in full before such time when payment under Clause 7.2 is required to be made by the Joint Bookrunners and Underwriters, and the relevant Units subscribed for under such Cornerstone Subscription Agreement are issued to that Cornerstone Investor, the Joint Bookrunners and Underwriters hereby agree that, in relation to such Cornerstone Subscription Agreement, the conditions in this Clause 7.4(c) shall be satisfied or deemed to be satisfied and the Joint Bookrunners and Underwriters shall not be entitled to claim that, in relation to such Cornerstone Subscription Agreement, the condition in this Clause 7.4(c) is not satisfied;

(d) No Amendment or Supplement to the Prospectus. No amendment or supplement to the Prospectus shall have been announced, issued, published or

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delivered to investors without prior approval by the Joint Bookrunners and Underwriters;

(e) Lock-Up Letters. The Lock-Up Letters remain in full force and effect and have not been breached.

(f) No Withdrawal of Consent. None of the Reporting Auditors or the Experts has withdrawn its consent to the issue of the Prospectus with the inclusion of their respective reports and references to their names included in the form and context in which such reports and names appear in the Prospectus;

(g) No Termination. There shall not have occurred any event or circumstances, which would authorize the Joint Bookrunners and Underwriters to terminate this Agreement pursuant to Clause 8.1 hereof; and

(h) Status of Documents and Approvals, Rulings or Waivers. There shall not have occurred: (i) any event causing any of the documents delivered pursuant to Clause 7.3(a) and 7.4(a) not to be in full force and effect, and no occurrence of any breach or non-compliance by any of the parties hereto of their obligations and agreements under such documents; and (ii) any withdrawal, revocation, or material and adverse amendment of any of the approvals, rulings or waivers referred to in Clauses 7.3(a)(xv), 7.3(a)(xvi), 7.3(a)(xvii), 7.3(a)(xviii), 7.3(a)(xix) and 7.3(e),

provided, however, that the Joint Bookrunners and Underwriters may, at their discretion, waive satisfaction of or modify (with or without condition(s) attached) any of the conditions specified in this Clause 7.4 or extend the time provided for fulfilment of any such conditions in respect of all or any part of the performance thereof provided always that any such waiver or modification as aforesaid shall be without prejudice to the right of the Joint Bookrunners and Underwriters to elect to treat any further or other breach, failure or event as releasing and discharging the Joint Bookrunners and Underwriters from their payment or underwriting obligations under Clause 2 and shall be without prejudice to the right of the Joint Bookrunners and Underwriters to terminate this Agreement by notice pursuant to Clause 8.

7.5 Delivery of documents

The documents required to be delivered under Clauses 7.3 and 7.4 will be delivered at the offices of Allen & Overy LLP, at 50 Collyer Quay #09-01 OUE Bayfront, Singapore 049321 or such other location as the Joint Bookrunners and Underwriters and the Manager may agree, on the Closing Date and the Option Closing Date, respectively.

7.6 Effect of non-fulfilment of conditions precedent

If any of the conditions in this Clause 7 is not satisfied on or before the First Closing Date (in the case of conditions in Clause 7.3) or on or before the Option Closing Date (in the case of conditions in Clause 7.4), as the case may be, the Joint Bookrunners and Underwriters may terminate this Agreement by notice pursuant to Clause 8 given at, or at any time prior to the relevant Closing Date. Notice of such termination shall be given to the Manager and the Sponsors in writing or by telephone or facsimile confirmed in writing. Upon such notice being given, this Agreement shall terminate and be of no further effect and no party shall be under any liability to any other in respect of this

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Agreement, except (a) for any antecedent breach by the Manager, Keppel-KBS US REIT, the Sponsors, the Unit Lenders, the KPA Guarantor and/or the Joint Bookrunners and Underwriters; (b) for the rights of the Joint Bookrunners and Underwriters pursuant to Clause 8.3 and Clause 9 which shall survive such termination, (c) that the Manager and the Sponsors (on a joint and several basis) shall be liable for the payment of all costs and expenses referred to in Clause 6 and already incurred or incurred in consequence of or in connection with such termination and the respective obligations of the parties pursuant to Clause 10.2 which would have continued had the arrangements for the subscription and issue of the Units been completed, shall continue. Termination pursuant to this Clause 7.6 will not affect the liability of the Manager, the Sponsors (acting jointly and severally), the Unit Lenders (acting jointly and severally) or the KPA Guarantor in relation to any liability arising before or in relation to such termination.

8. TERMINATION

8.1 Termination notice

Notwithstanding anything contained in this Agreement, the Joint Bookrunners and Underwriters may in their sole discretion, following consultation with the Manager (to the extent reasonably practicable), by notice to the other parties terminate this Agreement at any time prior to, in respect of the Offering Units, 10.00 a.m. on the First Closing Date and, in respect of the Option Units, 3.00 p.m. on the Option Closing Date, if in the opinion of the Joint Bookrunners and Underwriters:

(a) Inaccuracy of representations and warranties: there occurs any breach of, or any event rendering untrue, misleading or incorrect in any respect (or in the case of any representation or warranty which is not qualified by materiality, in any material respect) any of the representations and warranties contained in Clause 3 and Clause 14.4 or any failure to perform in any material respect any of the undertakings or agreements by any party (other than the Joint Bookrunners and Underwriters) in this Agreement;

(b) Material adverse change: there occurs (i) any breach of the obligations, warranties or undertakings by any of the Manager, the Trustee, the Sponsors, the Unit Lenders or the KPA Guarantor under this Agreement and/or the Transaction Documents, or (ii) any change or any development, which individually or in aggregate, have a Material Adverse Effect or will have a prospective Material Adverse Effect;

(c) Suspension of trading: there shall have occurred a suspension, moratorium or restriction of trading in shares or securities generally on the SGX-ST, The Stock Exchange of Hong Kong Limited, London Stock Exchange plc or the New York Stock Exchange, Inc. or any moratorium on banking activities or foreign exchange rating or securities settlement or clearing services in or affecting Singapore, Hong Kong, United Kingdom or the U.S. such as would in their view be likely to prejudice materially the success of the Offering and distribution of the Units, the ability of the Joint Bookrunners and Underwriters to market the Offering and distribute the Offering Units and/or dealings in the Units in the secondary market;

(d) Force majeure: there shall have been, since the date of this Agreement, any change in national or international monetary, financial, political or economic

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conditions or currency exchange rates or foreign exchange controls or legal or regulatory environment or such other event or series of events in the nature of force majeure (including, without limitation, acts of government, strikes, lock-outs, fire, explosion, flooding, civil commotion, acts of war, acts of God, epidemic, accident or interruption or delay in transportation) in or affecting any of Singapore, Hong Kong, the United Kingdom or the U.S. such as would in their view be likely to prejudice materially the success of the Offering and distribution of the Units, the ability of the Joint Bookrunners and Underwriters to market the Offering and distribute the Offering Units and/or dealings in the Units in the secondary market;

(e) Hostilities: without limiting the foregoing, there shall have occurred any local, national, regional or international outbreak or escalation of epidemics, hostilities (whether or not war is or has been declared), act of terrorism, or any other state of emergency or calamity or crisis, which would in their view be likely to prejudice materially the success of the Offering and distribution of the Units, the ability of the Joint Bookrunners and Underwriters to market the Offering and distribute the Offering Units and/or dealings in the Units in the secondary market;

(f) Taxation: there shall have occurred a material adverse change or development involving a prospective material adverse change, in taxation in Singapore or in the U.S. such as would in their view be likely to prejudice materially the success of the Offering and distribution of the Units, the ability of the Joint Bookrunners and Underwriters to market the Offering and distribute the Offering Units and/or dealings in the Units in the secondary market;

(g) Change: if there shall have been, since the date of this Agreement, any introduction or prospective introduction of or any change or any prospective change in any legislation, regulation, order, policy, rule, guideline or directive in Singapore, Hong Kong, the United Kingdom or the U.S. (whether or not having the force of law and including, without limitation, any directive or request issued by the Securities industry Council of Singapore, the SGX-ST, the MAS, the IRAS or the IRS) or in the interpretation or application thereof by any court, government body, regulatory authority or other competent authority in Singapore, Hong Kong, the United Kingdom or the U.S. which would in their view be likely to prejudice materially the success of the Offering and distribution of the Units, the ability of the Joint Bookrunners and Underwriters to market the Offering and distribute the Offering Units and/ or dealings in the Units in the secondary market;

(h) Winding up: there is an order or petition for the winding up of the KPA Guarantor, or any composition or arrangement made by the KPA Guarantor, with any of their respective creditors or a scheme of arrangement entered into by the KPA Guarantor, or any resolution for the winding-up of any of the KPA Guarantor, or a provisional liquidator, receiver or manager over all or part of the material assets or undertaking of the KPA Guarantor, is appointed or anything analogous thereto occurs in respect of it; or

(i) Closing Date: if the First Closing Date falls on a date later than 10 November 2017 (or such other date as the Manager and the Joint Bookrunners and Underwriters may agree).

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8.2 Effects of termination

Upon such notice being given pursuant to this Clause 8, this Agreement shall terminate and be of no further effect and no party shall be under any liability to any other in respect of this Agreement, except that (i) in the event such termination occurs on or prior to the First Closing Date, the Manager, the Sponsors (on a joint and several basis) and the KPA Guarantor shall continue to be bound, by their respective obligations under Clause 6 (other than Clause 6.1), this Clause 8.2, Clause 8.3, Clause 9 and Clauses 10.2 to Clause 14, (ii) in the event any such termination occurs after the First Closing Date but prior to the Option Closing Date, the Manager, the Sponsors (on a joint and several basis), the KPA Guarantor and the Joint Bookrunners and Underwriters shall continue to be bound by all of their respective obligations (other than Clause 2.1, Clauses 6.1(c) and Clause 6.1(e)), and (iii) Clause 9 and Clause 14 shall survive any termination and shall remain in full force and effect.

8.3 Saving

Termination pursuant to this Clause 8 will not affect the liability of the Manager, the Sponsors, the Unit Lenders of the KPA Guarantor in relation to any liability arising before or in relation to such termination.

9. INDEMNIFICATION AND CONTRIBUTION

9.1 Indemnity by the Manager

The Manager on behalf of itself and Keppel-KBS US REIT agrees with each Joint Bookrunner and Underwriter to fully indemnify, defend and hold harmless on a continuing and after tax basis, each Joint Bookrunner and Underwriter and each of its Affiliates and each officer, director, employee and agent of such Joint Bookrunner and Underwriter and each such Affiliate and each person who controls such Joint Bookrunner and Underwriter within the meaning of section 15 of the Securities Act or section 20 of the Exchange Act (each an Indemnified Person) on demand from and against any and all claims, demands, actions, liabilities, damages, losses, costs or expenses, investigations, awards, proceedings or judgments, each of which an Indemnified Person may become subject to (collectively, Claims) (whether or not such Claim is successful, compromised or settled, joint or several, threatened, pending or actual) (including, without limitation, legal fees, all payments, costs, expenses and charges arising out of, in relation to or in connection with the investigation, dispute, defence or settlement of or response to any Claims or the enforcement of any such settlement or any judgment obtained in respect of any Claims) and taxes, each of which an Indemnified Person may become subject to (collectively, Losses), arising out of or in connection with:

(a) Performance of the Agreement: the performance of the Joint Bookrunners and Underwriters’ obligations under this Agreement or any Claims which may be brought against any of them in relation to the Offering, the Listing or the offer and sale of the Units;

(b) Misstatements or Omissions. any statement of a material fact contained in the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) not being, or being alleged not to be, true and accurate and not misleading, any information being or being alleged to be omitted from the

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Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) which might make a material statement of fact, forecast, estimate or expression of opinion, intention or expectation in the Preliminary Prospectus or the Prospectus (as the case may be) untrue, inaccurate or misleading or which, in the context of the offering and sale of Units pursuant to the Public Offer and Placement Tranche, is or is alleged to be material for disclosure in the Preliminary Prospectus or the Prospectus (as the case may be);

(c) General Duty of Disclosure. the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) not containing, or being alleged not to contain, all information about Keppel-KBS US REIT which is or might be material for disclosure to a potential investor and its professional advisers or which they would reasonably require and reasonably expect to find there for the purpose of making an informed assessment of the merits and risk of an investment in Keppel-KBS US REIT, including without limitation the assets and liabilities, financial position, profits and losses and prospects of Keppel-KBS US REIT and of the rights attached to Keppel-KBS US REIT’s unit capital, issued and to be issued;

(d) Breach of Agreement. Any breach or alleged breach by the Manager, any of the Sponsors or the Unit Lenders of the respective representations, warranties, undertakings, covenants or obligations made by, or relating to, it under this Agreement; or

(e) Failure to comply with law. any failure or alleged failure by the Manager, any of the Sponsors or the Unit Lenders or any of their respective directors, agents or employees to comply with any law, regulation, order, judgment, in any jurisdiction in relation to the Offering,

and agrees to reimburse each such Indemnified Person on a full indemnity basis for all costs, charges and expenses, (including legal fees and any applicable GST or value added tax) as incurred by such Indemnified Person in connection with investigating, disputing or defending any such Claims or Losses (whether actual, pending or threatened and whether or not any Indemnified Person is or may be a party to any such Claims) or exercise of any right of action, provided that the indemnity provided in Clause 9.1(a) (to the extent it relates to the performance of Joint Bookrunners and Underwriters’ obligations under this Agreement) shall not apply to the extent that such Claims or Losses have been determined by a final judgment of a court of competent jurisdiction to have resulted from the fraud, wilful default or gross negligence of such Indemnified Person. This indemnity will be additional to any liability which the Manager may otherwise have, and will be additional and without prejudice to any rights which such Indemnified Person may have at common law or otherwise. The non-application of the indemnity to an Indemnified Person shall not affect the application of such indemnity in respect of any other Indemnified Persons.

9.2 Indemnity by the Sponsors

Each Sponsor hereby severally undertake to each Joint Bookrunner and Underwriter (on behalf of itself and its relevant Indemnified Person):

(a) to fully indemnify, defend and hold harmless on a continuing and after tax basis each Indemnified Person against any and all Losses or Claims (joint or several

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(including legal fees and any applicable GST, value added tax or other similar taxes)) which it may become subject to (whether or not such Claim is successful, compromised or settled, and whether actual, pending or threatened), insofar as such Losses or Claims are based on or arising, or indirectly, out of any breach or alleged breach by any of the representations, warranties, undertakings or obligations made by, or relating to, it under this Agreement; and

(b) to reimburse each Indemnified Person on a full indemnity basis for all costs, charges and expenses, (including legal fees and any applicable GST or value added tax) incurred by such Indemnified Person in connection with investigating, disputing, defending, settling or responding any such Claims or Losses (whether actual, pending or threatened and whether or not any Indemnified Person is or may be a party to any such Claims) or exercise of any right of action or the enforcement of any such settlement or any judgment obtained in respect of any Claims and Losses.

This indemnity will be additional to any liability which each Sponsor may otherwise have (whether severally or joint and severally), and will be additional and without prejudice to any rights which such Indemnified Person may have at common law or otherwise. The non-application of the indemnity to an Indemnified Person shall not affect the application of such indemnity in respect of any other Indemnified Persons.

9.3 Back-up indemnity by the Sponsors

As a separate, additional and continuing obligation, each of the Sponsors severally undertakes, unconditionally and irrevocably, by way of a full indemnity (by way of a back-up indemnity) to the Joint Bookrunner and Underwriters (on behalf of itself and its Indemnified Persons) that:

(a) if the Manager fails to pay any or all amounts owed by it under Clause 9.1 or Clause 9.5 following (i) the date on which such amounts have been declared by a court of competent jurisdiction (without being subject to further appeal) to be due and payable, or (ii) the date on which the Manager has admitted liability in writing to make such payments; or

(b) if the Manager shall have been adjudged by a court of competent jurisdiction to have acted with fraud, gross negligence, wilful default and/or breach of the Trust Deed while acting as manager of Keppel-KBS US REIT and/or to have failed to have shown the degree of diligence and care required of it having regard to the provisions of the Trust Deed, and thereby having no right to be indemnified out of and to have recourse to the assets of Keppel-KBS US REIT under the Trust Deed or at law, for the amounts owed by such Manager under Clause 9.1 or Clause 9.5,

the Joint Bookrunners and Underwriters (on behalf of themselves and each relevant Indemnified Person) shall be entitled upon written demand to each of the Sponsors to recover from each Sponsor (on a several basis), and each of the Sponsors shall thereupon (on a several basis) pay to the Joint Bookrunners and Underwriters an amount equal to half of the Manager’s unpaid liability under Clause 9.1 and/or Clause 9.5 plus accrued interest from the date of original demand on the Manager pursuant to Clause 9.1 and/or Clause 9.5 at any applicable judgment rate, including any costs and legal fees incurred by the Joint Bookrunners and Underwriters to collect such amounts.

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For the avoidance of doubt, in the event that a Sponsor fails to pay such amount equal to half of the Manager’s unpaid liability under the aforementioned clauses, the other Sponsor shall not be obligated to pay for such shortfall.

This indemnity will be additional to any liability which the Sponsors may otherwise have (whether severally or joint and severally), and will be additional and without prejudice to any rights which such Indemnified Person may have at common law or otherwise.

9.4 Indemnity by the Unit Lenders

The Unit Lenders jointly and severally undertake to and agree with each Joint Bookrunner and Underwriter:

(a) to fully indemnify, defend and hold harmless on a continuing and after tax basis each Indemnified Person against any and all Losses or Claims (joint or several (including legal fees and any applicable GST, value added tax or other similar taxes)) which it may become subject to (whether or not such Claim is successful, compromised or settled, and whether actual, pending or threatened), insofar as such Losses or Claims are based on or arising, or indirectly, out of any breach or alleged breach by any of the Unit Lenders of the representations, warranties, undertakings or obligations made by, or relating to, it under this Agreement; and

(b) to reimburse each Indemnified Person on a full indemnity basis for all costs, charges and expenses, (including legal fees and any applicable GST or value added tax) incurred by such Indemnified Person in connection with investigating, disputing, defending, settling or responding any such Claims or Losses (whether actual, pending or threatened and whether or not any Indemnified Person is or may be a party to any such Claims) or exercise of any right of action or the enforcement of any such settlement or any judgment obtained in respect of any Claims and Losses.

This indemnity will be additional to any liability which the Unit Lenders may otherwise have (whether severally or joint and severally), and will be additional and without prejudice to any rights which such Indemnified Person may have at common law or otherwise. The non-application of the indemnity to an Indemnified Person shall not affect the application of such indemnity in respect of any other Indemnified Persons.

9.5 Contribution

If the indemnification provided for in Clause 9.1 (both separately and after taking into account the Sponsors’ obligations in Clause 9.3), Clause 9.2 and/or Clause 9.4 is unavailable to or insufficient to hold harmless an Indemnified Person in respect of any Losses or Claims (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such Indemnified Person as a result of such Losses or Claims in such proportion as is appropriate to reflect the relative benefits received by the Manager, the Sponsors or the Unit Lenders on the one hand and the Joint Bookrunners and Underwriters on the other from the offering of the Units.

If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such Indemnified Person in such proportion as is appropriate

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to reflect not only such relative benefits but also the relative fault of the Manager, the Sponsors and/or the Unit Lenders on the one hand and the Joint Bookrunners and Underwriters on the other in connection with the statements or omissions which resulted in such Losses or Claims (or actions in respect thereof), as well as any other relevant equitable considerations.

The relative benefits received by the Manager, the Sponsors and/or the Unit Lenders on the one hand and the Joint Bookrunners and Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the Offering Units and Cornerstone Units subscribed for or purchased under this Agreement (before deducting expenses), bear to the total underwriting discounts and commissions received by the Joint Bookrunners and Underwriters with respect to the Offering Units and Cornerstone Units subscribed for or purchased under this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Manager, the Sponsors and the Unit Lenders on the one hand or the Joint Bookrunners and Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Manager, the Sponsors, the Unit Lenders and the Joint Bookrunners and Underwriters agree that it would not be just and equitable if contributions pursuant to this Clause 9.5 were determined by pro rata allocation (even if the Joint Bookrunners and Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Clause 9.5. The amount paid or payable by an Indemnified Person as a result of the Losses or Claims (or actions in respect thereof) referred to above in this Clause 9.5 shall be deemed to include any legal or other expenses incurred by such Indemnified Person in connection with investigating, disputing or defending any such Claims or Losses (whether actual, pending or threatened and whether or not any Indemnified Person is or may be a party to any such Claims).

Notwithstanding the provisions of this Clause 9.5, no Joint Bookrunner and Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Units underwritten by it and distributed to the public were offered to investors by such Joint Bookrunner and Underwriter with respect to the Offering exceeds the amount of any damages which such Joint Bookrunner and Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Joint Bookrunner and Underwriters’ obligations in this Clause 9.5 to contribute are several in proportion to their respective underwriting obligations and not joint.

9.6 Conduct of Claims

If any Claim or action shall be brought or asserted against an Indemnified Person hereunder, and with respect to which an indemnity may be sought hereunder against any of the Manager, the Sponsors or the Unit Lenders (as the case may be), the relevant Indemnified Person shall notify the indemnifying party in writing as soon as practicable (but the failure or delay so to notify any indemnifying party will not relieve it from liability under this Clause 9). An indemnifying party may participate at its own

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expense in the defence of any such action, provided however, that legal advisers to the indemnifying party shall not (except with the consent of the Indemnified Person) also be legal advisers to the Indemnified Person.

No indemnifying party shall, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any proceeding, commenced or threatened, or any Claim whatsoever in respect of which indemnification may be sought under this Clause 9 (whether or not the Indemnified Persons are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each Indemnified Person in form and substance reasonably satisfactory to such Indemnified Party from all liability arising out of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. The rights of the Indemnified Persons herein are in addition to any rights that each Indemnified Person may have at law or otherwise and the obligations of the indemnifying party herein shall be in addition to any liability which the indemnifying parties may otherwise have. The indemnifying party shall be liable for the fees and expenses of any legal advisers (in addition to any local legal advisers) separate from its own legal adviser for any Indemnified Person.

9.7 Arrangement with advisers

If an indemnifying party enters into any agreement or arrangement with any Adviser for the purpose of or in connection with the Offering, the terms of which provide that the liability of the Adviser to the indemnifying party or any other person is excluded or limited in any manner, and any of the Indemnified Persons may have joint and/or several liability with such Adviser to the indemnifying party or to any other person arising out of the performance of its duties under this Agreement, the indemnifying party shall:

(a) not be entitled to recover any amount from any Indemnified Person which, in the absence of such exclusion or limitation, the indemnifying party or the Indemnified Person would not have been entitled to recover; and

(b) indemnify the Indemnified Persons in respect of any increased liability to any third party which would not have arisen in the absence of such exclusion or limitation.

9.8 Payments

All payments by the Manager, the Sponsor and/or the Unit Lender under this Agreement shall be paid without deductions, set-off, withholdings or counterclaim.

10. GENERAL

10.1 Time of the essence

Any date or period specified herein may be postponed or extended by mutual agreement among the parties but, as regards any date or period originally fixed or so postponed or extended, time shall be of the essence.

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10.2 Survival

The representations and warranties, undertakings, and other obligations made by the parties under this Agreement, the indemnities given by the Manager, the Sponsors and the Unit Lenders under this Agreement, and the guarantee by the KPA Guarantor under Clause 14, will continue in full force and effect notwithstanding a Joint Bookrunner and Underwriter’s actual or constructive knowledge with respect to any of the matters referred to in the representations and warranties given by the Manager, the Sponsors or the Unit Lenders, the completion of the arrangements set out in this Agreement for the subscription, transfer and payment for the Units, any investigation by the Joint Bookrunners and Underwriters or the termination of this Agreement pursuant to Clause 2.1, Clause 7.6 and Clause 8.

10.3 Rights and remedies

The rights and remedies of the Joint Bookrunners and Underwriters provided for herein are cumulative and not exclusive of those provided by law. The failure to exercise or any delay in exercising a right or remedy under this Agreement shall not constitute a waiver thereof or a waiver of any other right or remedy.

10.4 Currency indemnity

If a judgment or order is rendered by a court of any particular jurisdiction for the payment of any amounts owing to any of the parties to this Agreement or under a judgment or order of a court of any other jurisdiction in respect thereof, or for the payment of damages in respect thereof, in each case by any other party to this Agreement, and any such judgment or order is expressed in a currency (the Judgment Currency) other than the currency of the relevant obligation (the Contractual Currency), the relevant payor shall indemnify the relevant payee against any deficiency arising or resulting from any variation in rates of exchange between the Judgment Currency and the Contractual Currency occurring between (a) the date as at which any amount expressed in the Contractual Currency is converted, for the purposes of making or filing any claim resulting in any such judgment or order into an equivalent amount in the Judgment Currency or, if such conversion is made by the court for the purpose of making such judgment or order, the date as at which such conversion was made and (b) the date or dates of payment of such amount or of discharge of such first-mentioned judgment or order as appropriate.

10.5 Successors and assigns

This Agreement shall be binding on and enure to the benefit of the parties hereto and their respective successors and assigns except that none of the parties may assign any of their rights or obligations hereunder (except that any Joint Bookrunner and Underwriter may assign any of its rights hereunder to any of its Affiliates but a subscriber or purchaser of any Units through or from a Joint Bookrunner and Underwriter shall not be deemed such a successor or assign by virtue only of that fact).

10.6 Rights of third parties

A person who is not a party to this Agreement, may not enforce its terms under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore, except that each non-contracting Indemnified Person referred to in Clause 9 shall have the right under the

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Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore, to enforce their respective rights under this Agreement as amended from time to time.

10.7 Entire agreement

Without prejudice to:

(a) the Lock-Up Letters;

(b) the Repayment Side Letter;

(c) the Unit Lending Agreement; and

(d) the notices delivered pursuant to this Agreement,

this Agreement supersedes any prior agreement, understanding or arrangement between the parties to this Agreement (or any of them) in connection with the issuance, subscription and sale of the Units in connection with the Offering and constitutes the sole and entire Agreement between the parties in connection therewith.

10.8 No fiduciary relationship

Each of the Manager, the Sponsors and the Unit Lenders acknowledges that:

(a) each of the Joint Bookrunners and Underwriters is acting on an arm’s length basis as principal, and not as its agent or adviser, to provide the services described herein and owes no fiduciary duties to it or any of its directors or management, employees, shareholders, Affiliates or creditors;

(b) the Joint Bookrunners and Underwriters are not acting in a fiduciary or advisory capacity with respect to it;

(c) the Joint Bookrunners and Underwriters are not assuming any duties or obligations other than those expressly set forth in this Agreement and may have interests that differ from its interests; and

(d) it has consulted its own professional advisers to the extent it deems appropriate.

Further, each of the Manager, the Sponsors and the Unit Lenders agrees and acknowledges that it is not the intention of the parties to create a fiduciary relationship between them and that it will not claim that the Joint Bookrunners and Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any of the Manager, the Sponsors or the Unit Lenders in connection with the purchase and sale of the securities under this Agreement or the process leading thereto.

10.9 Severability

If any provision of this Agreement is held to be invalid or unenforceable, then such provision shall (so far as invalid or unenforceable) be given no effect and shall be deemed to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement.

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11. NOTICES

11.1 Form

Unless expressly stated otherwise in this Agreement, all notices, certificates, consents, approvals, waivers and other communications in connection with this Agreement must be in writing, signed by an authorised officer of the sender and marked for attention as set out below in Clause 11.2 or, if the recipient has notified otherwise, then marked for attention in the way last notified.

11.2 Delivery

They must be:

(a) left at the address set out below; or

(b) sent by prepaid post (airmail if appropriate) to the address set out below; or

(c) sent by fax to the fax number set out below,

if to the Manager, to it at:

Keppel-KBS US REIT Management Pte. Ltd.

230 Victoria Street

#05-08 Bugis Junction Towers

Singapore 188024

Fax:                     +65 6803 1717

Attention:            Chief Executive Officer / Chief Financial Officer

if to KPA, to it at:

KBS Pacific Advisors Pte. Ltd.

60 Paya Lebar Road

#11-06, Paya Lebar Square

Singapore 409051

Fax:                     +65 6702 1284

Attention:            Director

if to KC, to it at:

Keppel Capital Holdings Pte. Ltd.

230 Victoria Street

#05-08 Bugis Junction Towers

Singapore 188024

Fax:                     6803 1717

Attention:            Paul Tham / Kang Leng Hui

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if to the KPA Guarantor, to it at:

GKP Holding LLC

Willowbrook Capital

11150 Santa Monica Blvd Ste 400

Los Angeles, CA 90025

Fax:                         +1 (310) 432-2119

Attention:               Keith Hall & Peter McMillan

                  With a copy to:

                  Address: 230 Victoria Street

                  Bugis Junction Tower #05-08

                  Singapore 188024

                  Attention: David Snyder

if to KBS SORP, to it at:

KBS SOR Properties, LLC

800 Newport Center drive, suite 700

Newport Beach, CA 92660

Fax:                         +1 949-417-6501

Attention:              Jeff Waldvogel

if to KCIH, to it at:

Keppel Capital Investment Holdings Pte. Ltd.

230 Victoria Street

#05-08 Bugis Junction Towers

Singapore 188024

Fax:                         +65 6803 1717

Attention:              Paul Tham / Kang Leng Hui

if to DBS, to them at:

DBS Bank Ltd.

12 Marina Boulevard, Level 46

DBS Asia Central @ MBFC Tower 3

Singapore 018982

Fax:                         +65 6227 9162

Attention:              Tan Jeh Wuan / Sanjog Kusumwal

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if to BAML, to them at:

Merrill Lynch (Singapore) Pte. Ltd.

50 Collyer Quay

#14-01, OUE Bayfront

Singapore 049321

Fax:                         +65 6678 0130

Attention:              Martin Siah / Antonio Puno

if to Citi, to them at:

Citigroup Global Markets Singapore Pte. Ltd.

8 Marina View

#21-00 Asia Square Tower 1

Singapore 018960

Fax:                         +65 6722 4321 / +65 6722 5895

Attention:              Mr. Jonathan Quek / Mr. Jonathan Siow

if to CS, to them at:

Credit Suisse (Singapore) Limited

One Raffles Link

#03/#04-01 South Lobby

Singapore 039393

Fax:                         +852 2284 7184

Attention:              Investment Banking & Capital Markets – Legal

However, if the intended recipient has notified a changed postal address or changed fax number, then the communication must be to that address or number.

11.3 Effectiveness

Every notice or communication sent in accordance with Clause 11.2 shall be effective upon receipt by the addressee, except in the case of any notice or communication sent by fax, which shall be effective upon despatch by the sender.

12. LAW AND JURISDICTION

12.1 Governing law

This Agreement and all matters arising from or connected with it are governed by, and shall be construed in accordance with, Singapore law.

12.2 Jurisdiction of Singapore courts

All the parties agree that the courts of Singapore are to have non-exclusive jurisdiction to settle any dispute (including claims for set-off and counter claims) which may arise in connection with the creation, validity, effect, interpretation, or performance of, or of legal relationships established by, this Agreement or otherwise arising in connection with this

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Agreement and for such purposes irrevocably submit to the jurisdiction of the Singapore courts.

12.3 Serving documents

Without preventing any other method of service, any document in a court action may be served on a party by being delivered to or left at that party’s address for service of notices under Clause 11.

12.4 Appointment of Process Agents

(a) The KPA Guarantor hereby irrevocably appoints KPA of 60 Paya Lebar Road, #11-06, Paya Lebar Square, Singapore 409051 as agent to accept service of process in Singapore in any legal action or proceedings arising out of this Agreement, service upon whom will be deemed completed whether or not forwarded to or received by the KPA Guarantor. The KPA Guarantor will inform the Joint Bookrunners and Underwriters, in writing, of any change in the address of the process agent of the KPA Guarantor and such change in address will not be effective until such notice is received by the Joint Bookrunners and Underwriters. Such service will be deemed to be completed on delivery to the process agent (whether or not it is forwarded to and received by the KPA Guarantor). If such process agent ceases to be able to act as such or to have an address in Singapore, the KPA Guarantor irrevocably agrees to immediately appoint a new process agent in Singapore acceptable to the Joint Bookrunners and Underwriters and to deliver to the Joint Bookrunners and Underwriters within 14 days a copy of a written acceptance of appointment by the process agent.

(b) KBS SORP hereby irrevocably appoints KPA of 60 Paya Lebar Road, #11-06, Paya Lebar Square, Singapore 409051 as agent to accept service of process in Singapore in any legal action or proceedings arising out of this Agreement, service upon whom will be deemed completed whether or not forwarded to or received by KBS SORP. KBS SORP will inform the Joint Bookrunners and Underwriters, in writing, of any change in the address of the process agent of KBS SORP and such change in address will not be effective until such notice is received by the Joint Bookrunners and Underwriters. Such service will be deemed to be completed on delivery to the process agent (whether or not it is forwarded to and received by KBS SORP). If such process agent ceases to be able to act as such or to have an address in Singapore, KBS SORP irrevocably agrees to immediately appoint a new process agent in Singapore acceptable to the Joint Bookrunners and Underwriters and to deliver to the Joint Bookrunners and Underwriters within 14 days a copy of a written acceptance of appointment by the process agent.

(c) Nothing in this Clause 12.4 will affect the right of the parties hereto to serve process in any other manner permitted by law.

12.5 Waiver of immunity

To the extent that any of the Manager, the Sponsors or the Unit Lenders has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its

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property, each of the Manager and the respective Sponsor and the Unit Lender hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement.

13. COUNTERPARTS

This Agreement may be executed in any number of counterparts each of which when executed and delivered (whether in original, facsimile or electronic mail) shall be an original, but all the counterparts together shall constitute one and the same instrument.

14. KPA GUARANTEE

14.1 The Guarantee

(a) In consideration of the entry by the Joint Bookrunners and Underwriters into this Agreement, the sufficiency of which is acknowledged, the KPA Guarantor irrevocably and unconditionally:

(i) guarantees to each Joint Bookrunner and Underwriter as principal obligor, the due and punctual performance and observance by KPA of all of its representations, warranties, obligations and undertakings under this Agreement; and

(ii) indemnifies each Joint Bookrunner and Underwriter against all losses, damages, costs and expenses incurred by each Joint Bookrunner and Underwriter arising from the failure by KPA to perform and/or observe any of its representations, warranties, obligations and undertakings under this Agreement.

(b) If KPA fails for any reason whatsoever punctually to pay any amount to any of the Joint Bookrunners and Underwriters under this Agreement, the KPA Guarantor shall cause each and every such payment to be made as if the KPA Guarantor instead of KPA were expressed to be the primary obligor under this Agreement and not merely as surety (but without affect the nature of KPA’s obligations) such that the respective Joint Bookrunner and Underwriter shall receive the same amounts as would have been receiveable had such payments been made by KPA.

(c) If any payment received by KPA under the provisions of this Agreement shall (whether on the subsequent bankruptcy, insolvency or corporate reorganisation of KPA or, without limitation, on any other event) be avoided or set aside for any reason, such payment shall not be considered as discharging or diminishing the liability of the KPA Guarantor and this guarantee shall continue to apply as if such payment had at all times remained owing by KPA, provided that the obligations of KPA and/or the KPA Guarantor under this Clause 14 shall, as regards any payments made to KPA which is avoided or set aside, be contingent upon such payment being reimbursed to KPA or other persons entitled through KPA.

(d) The KPA Guarantor hereby agrees that its obligations under this Clause 14 shall be unconditional and that the KPA Guarantor shall be fully liable irrespective of the validity, regularity, legality or enforceability against KPA of, or of any defence or counter-claim whatsoever available to KPA in relation to, its

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obligations under this Agreement, whether or not any action has been taken to enforce the same or any judgment obtained against KPA, whether or not any of the other provisions of this Agreement have been modified, whether or not any time, indulgence, waiver, authorisation or consent has been granted to KPA by any of the Joint Bookrunners and Underwriters, whether or not there have been any dealings or transactions between KPA and any or all of the Joint Bookrunners or Underwriters, whether or not KPA has been dissolved, liquidated, merged, consolidated, bankrupted or has changed its status, functions, control or ownership, whether or not KPA has been prevented from making payment by foreign exchange provisions applicable at its place of registration or incorporation and whether or not any other circumstances have occurred which might otherwise constitute a legal or equitable discharge of or defence to a guarantor. Accordingly the validity of this guarantee shall not be affected by reason of any invalidity, irregularity, illegality or unenforceability of all or any of the obligations of KPA under this Agreement and this guarantee shall not be discharged nor shall the liability of the KPA Guarantor under this Agreement be affected by any act, thing or omission or means whatever whereby its liability would not have been discharged if it had been the principal debtor.

14.2 Waiver

The KPA Guarantor waives diligence, presentment, demand of payment, filing of claims with a court in the event of dissolution, liquidation, merger or bankruptcy of KPA, any right to require a proceeding first against KPA, protest or notice with respect to this Agreement or the indebtedness evidenced thereby and all demands whatsoever and covenants that this guarantee shall be a continuing guarantee, shall extend to the ultimate balance of all sums payable and obligations owed by KPA under this Agreement, shall not be discharged except by complete performance of the obligations in this Agreement and is additional to, and not instead of, any security or other guarantee or indemnity at any time existing in favour of any person, whether from the KPA Guarantor or otherwise.

14.3 Payment

If any moneys shall be payable by the KPA Guarantor to a Joint Bookrunner and Underwriter under this guarantee, the KPA Guarantor shall not, so long as the same remain unpaid, without prior written consent of the relevant Joint Bookrunner and Underwriter:

(a) in respect of any amounts paid by it under this guarantee, exercise any rights of subrogation or contribution or, without limitation, any other right or remedy which may accrue to it in respect of or as a result of any such payment; or

(b) in respect of any other moneys for the time being due to the KPA Guarantor by KPA, claim payment thereof or exercise any other right or remedy,

(including in either case claiming the benefit of any security or right of set-off or, on the liquidation of KPA, proving in competition with any of the Joint Bookrunners and Underwriters). If, notwithstanding the foregoing, upon the bankruptcy, insolvency or liquidation of KPA, any payment or distribution of assets of KPA of any kind or character, whether in cash, property or securities, shall be received by the KPA Guarantor before

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payment in full of all amounts payable under this Agreement shall have been made to the relevant Joint Bookrunner and Underwriter, such payment or distribution shall be received by the KPA Guarantor on trust to pay the same over immediately to the relevant Joint Bookrunner and Underwriter for application in or towards the payment of all sums due and unpaid under this Agreement.

14.4 Representations and Warranties of the KPA Guarantor

The KPA Guarantor represents and warrants to and agrees with each Joint Bookrunner and Underwriter as set forth below:

(a) none of the KPA Guarantor, KBS Holdings, LLC and KBS Capital Advisors LLC is in liquidation in any jurisdiction, nor has any step or action been taken or threatened, nor any resolution passed, nor legal proceedings started or threatened, nor orders made in any jurisdiction, nor any petitions presented, for the winding up or dissolution of any of the KPA Guarantor, KBS Holdings, LLC and KBS Capital Advisors LLC, or for any of them to enter into any compromise, arrangement, scheme of arrangement or composition for the benefit of creditors, or for the appointment of a receiver, administrator, receiver and manager, judicial manager, trustee, provisional supervisor, provisional liquidator, liquidator or similar or analogous officer or equivalent person of any of them or their respective interests, properties, revenues or assets;

(b) each of Peter McMillan III and Keith D. Hall is the legal and beneficial owner of a 50% (fifty percent) limited liability company interest (collectively, the GKP Interests) in the KPA Guarantor, a limited liability company organized and existing under the laws of the State of Delaware. The GKP Interests represent 100% (hundred percent) of the issued and outstanding membership interests in the KPA Guarantor. Peter McMillan III and Keith D. Hall are the lawful owners of, and have good and marketable title to each of their respective 50% interests in the KPA Guarantor, free and clear of any and all Encumbrances. The KPA Interests have been duly authorized and are validly issued, fully-paid and non-assessable;

(c) it is the legal and beneficial owner of a 33 1/3% (thirty-three and one-third percent) limited liability company interest (the KPA Interests) in KBS Holdings, LLC, a limited liability company organized and existing under the laws of the State of Delaware (KBS Holdings). The KPA Interests represent 33 1/3% (thirty-three and one-third percent) of the issued and outstanding membership interests in KBS Holdings. The KPA Guarantor is the lawful owner of, and has good and marketable title to, the KPA Interests, free and clear of any and all Encumbrances. The KPA Interests have been duly authorized and are validly issued, fully-paid and non-assessable;

(d) PBren Investments L.P. (PBren) is legal and beneficial owner of a 33 1/3% (thirty-three and one-third percent) in KBS Holding, representing 33 1/3% (thirty-three and one-third percent) of the issued and outstanding membership interests in KBS Holdings, and Schreiber Real Estate Investments L.P. is legal and beneficial owner of a 33 1/3% (thirty-three and one-third percent) in KBS Holding, representing 33 1/3% (thirty-three and one-third percent) of the issued and outstanding membership interests in KBS Holdings;

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(e) the KPA Interests were issued in compliance with all applicable laws. The KPA Interests were not issued in violation of the certificate of formation, the Limited Liability Company Operating Agreement of KBS Holdings, dated February 11, 2005 (the KBS Holdings LLC Agreement), among the members and KBS Holdings, or any other agreement, arrangement or commitment to which KPA Guarantor or KBS Holdings is a party and are not subject to or in violation of any preemptive or similar rights of any other person;

(f) there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to any membership interests in KBS Holdings or obligating KPA Guarantor or KBS Holdings to issue or sell any membership interests (including the KPA Interests), or any other interest, in KBS Holdings. Other than the KBS Holdings LLC Agreement, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the KPA Interests;

(g) KBS Holdings is the lawful owner of, and has good and marketable title to 100% (one hundred percent) of the issued and outstanding membership interests (KBS Interests) in KBS Capital Advisors LLC, a limited liability company organized and existing under the laws of the State of Delaware (KBS Advisors), free and clear of any and all Encumbrances. The KBS Interests have been duly authorized and are validly issued, fully-paid and non-assessable;

(h) the KBS Interests were issued in compliance with all applicable laws. The KBS Interests were not issued in violation of the certificate of formation, the Limited Liability Company Operating Agreement of KBS Advisors, dated April 7, 2010 (the KBS Advisors LLC Agreement), among KBS Holdings and KBS Advisors, or any other agreement, arrangement or commitment to which KBS Holdings or KBS Advisors is a party and are not subject to or in violation of any preemptive or similar rights of any other person; and

(i) there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to any membership interests in KBS Advisors or obligating KBS Holdings or KBS Advisors to issue or sell any membership interests (including the KBS Interests), or any other interest, in KBS Advisors. Other than the KBS Advisors LLC Agreement, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the KBS Interests.

14.5 Negative Pledge

(a) Except as provided in Clause 14.5(c) below, the KPA Guarantor shall not create or allow to exist any indebtedness or any Encumbrance on any of its assets.

(b) The KPA Guarantor shall not, without the prior written consent of the Joint Bookrunners and Underwriters:

(i) sell, transfer or otherwise dispose of any of its assets;

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(ii) factor, sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii) enter into or permit to subsist any title retention arrangement in relation to any of its assets;

(iv) create or allow to subsist any Encumbrance over any of its assets or any guarantee in respect of any obligation of any person;

(v) enter into or permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(vi) enter into any other arrangement having a similar effect as the above.

(c) Notwithstanding Clauses 14.5(a) and 14.5(b) above, the KPA Guarantor shall have to option after 30 June 2020, to seek prior written consent from the Joint Bookrunners and Underwriters for the KPA Guarantor to pledge its shares in KBS Holdings to any party for any purpose. The Joint Bookrunners and Underwriters shall act reasonably and consider any such request from the KPA Guarantor, provided that the Joint Bookrunners and Underwriters shall in no circumstances be obliged to give the KPA Guarantor the written consents sought unless (i) the KPA Guarantor’s proposal includes an arrangement to provide a replacement security to the Joint Bookrunners and Underwriters which enables the KPA Guarantor to be able to continue discharging its obligations under this Agreement, and (ii) all of the Joint Bookrunners and Underwriters agree that the KPA Guarantor’s proposal would not place them at a position which is materially adverse compared where such consent is not given, having taken into accounts the circumstances applicable at that point of time.

14.6 Transfer of Interests in KBS Holdings

In the event that any amount becomes due and payable by KPA to the Joint Bookrunners and Underwriters under this Agreement, the Joint Bookrunners and Underwriters shall provide written notice to the KPA Guarantor at its address set out in Clause 11.2 of this Agreement demanding payment from the KPA Guarantor of such amounts which are due and payable by KPA (the Guarantee Notice). If the KPA Guarantor fails to perform its obligations under this Agreement and any amount owing by GKP Holdings to the Joint Bookrunners and Underwriters remain unpaid for more than 30 calendar days after the date on which the Guarantee Notice is delivered in accordance with this Clause 14.6, the Bookrunners and Underwriters shall have the right, and not the obligation, to require the KPA Guarantor:

(i) to transfer and assign all of its interests in KBS Holdings to a corporation appointed by the Joint Bookrunners and Underwriters within two business days in the United States after details of such corporation has been notified by the Joint Bookrunners and Underwriters to the KPA Guarantor and the other shareholders of KBS Holdings; and

(ii) to irrevocably undertakes to execute a document in such form to be provided by the Joint Bookrunners and Underwriters, to grant, convey, assign and transfer to the Joint Bookrunners and Underwriters of all economic rights to its shares in

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KBS Holdings owned by the KPA Guarantor, being the one-third share of the profits losses and distributions of KBS Holdings, which does not include any right to information, to an accounting of the affairs of KBS Holdings, to inspect the books or records of KBS Holdings, to receive notice of any meetings of members, or to vote on, consent to, or otherwise participate in any decision of the members.

15. AMENDMENTS AND VARIATIONS

This Agreement may only be amended or supplemented in writing signed by or on behalf of each of the parties hereto.

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SCHEDULE 1

THE JOINT BOOKRUNNERS AND UNDERWRITERS

(Clause 2.1)

Joint Bookrunners and Underwriters	Number of Offering Units and Cornerstone Units (Column 1)	Proportion of Over- Allotment Units
DBS Bank Ltd.	193,472,364	38.0
Merrill Lynch (Singapore) Pte. Ltd.	91,644,804	18.0
Citigroup Global Markets Singapore Pte. Ltd.	117,101,694	23.0
Credit Suisse (Singapore) Limited	106,918,938	21.0
Total	509,137,800	100.0%

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SCHEDULE 2

LOCK-UP LETTERS

PART 1

Lock-Up Letter from Keppel Capital Investment Holdings Pte. Ltd.

2 November 2017

DBS Bank Ltd. (DBS)

12 Marina Boulevard Level 46

DBS Asia Central @ Marina Bay Financial Centre

Singapore 018982

Merrill Lynch (Singapore) Pte. Ltd. (BAML)

50 Collyer Quay

#14-01, OUE Bayfront

Singapore 049321

Citigroup Global Markets Singapore Pte Ltd (Citi)

8 Marina View

#21-00 Asia Square Tower 1

Singapore 018960

Credit Suisse (Singapore) Limited (CS)

One Raffles Link

#03/#04-01 South Lobby

Singapore 039393

(DBS, BAML, Citi, and CS, the Joint Bookrunners and Underwriters)

Dear Sirs:

Keppel-KBS US REIT (KORE)

Offering of Units (as defined below) in the initial public offering by KORE (the Offering)

1. Keppel Capital Investment Holdings Pte. Ltd. (KCIH) wishes to restrict its right to deal in the units in KORE (Units) in which it legally and/or beneficially, directly and/or indirectly, owns or will own as of the date hereof and on the Listing Date (as defined below) (the Lock-up Units), in accordance with the terms of this undertaking.

2. In consideration of the Joint Bookrunners and Underwriters executing the underwriting agreement dated 2 November 2017 between the Joint Bookrunners and Underwriters, Keppel-KBS US REIT Management Pte. Ltd., as manager of KORE, KBS Pacific Advisors Pte. Ltd., Keppel Capital Holdings Pte. Ltd., GKP Holding LLC, KBS SOR Properties, LLC and KCIH in connection with the Offering, KCIH undertakes to the Joint Bookrunners and Underwriters that it will not, subject to the exceptions set out in paragraph 4 below, during the period commencing from the date hereof until the date falling 6 months after the date of admission of KORE to the Official List of the SGX-ST

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(the Listing Date) (both dates inclusive) (the First Lock-up Period), directly or indirectly:

(a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, hypothecate, grant security over, encumber or otherwise dispose of or transfer, any or all of its effective interest in the Lock-up Units (including any interests or securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(b) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(c) enter into any transaction (including a derivative transaction) or other arrangement with a similar economic effect to the foregoing sub-paragraph (a) or (b);

(d) deposit any of its effective interest in the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units) in any depository receipt facility;

(e) enter into a transaction which is designed or which may reasonably be expected to result in any of the above; or

(f) publicly announce any intention to do any of the above,

whether any such transaction described in sub-paragraphs (a) to (e) above is to be settled by delivery of such capital or securities, in cash or otherwise (whether or not such transaction will be completed within or after the First Lock-up Period or the Second Lock-up Period (as defined below) as applicable).

3. KCIH further undertakes to the Joint Bookrunners and Underwriters that the restrictions in paragraph 2 above will apply in respect of its effective interest in 50.0% of the Lock-up Units (adjusted for any bonus issue or subdivision) during the period commencing from the day immediately following the First Lock-up Period until the date falling 12 months after the Listing Date (the Second Lock-up Period).

4. The restrictions in paragraphs 2 and 3 above do not apply to prohibit KCIH from:

(a) being able to create a charge over the Lock-up Units or otherwise grant of security over or creation of any encumbrance over the Lock-up Units, provided that such charge, security or encumbrance (i) cannot be enforced over any Lock-up Units during the First Lock-up Period, and (ii) can only be enforced with respect to 50.0% of the effective interest in the Lock-up Units during the Second Lock-up Period. The charge, security or encumbrance will only be created if the chargee (such as a bank or financial institution) agrees that the charge, security or encumbrance over the Lock-up Units cannot be enforced over 100.0% of the Lock-up Units during the First Lock-up Period and can only be enforced in

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relation to 50.0% of the effective interest in the Lock-up Units during the Second Lock-up Period;

(b) entering into the Unit Lending Agreement with the Joint Bookrunners and Underwriters or any sale or transfer of the Lock-up Units by KCIH pursuant to the exercise of the Over-Allotment Option, provided that the restrictions in paragraphs 2 and 3 above will apply to the Units returned to KCIH pursuant to the Unit Lending Agreement; and

(c) being able to transfer the Lock-up Units to and between Keppel Corporation Limited or any direct or indirect wholly-owned subsidiaries of Keppel Corporation Limited, provided that Keppel Corporation Limited shall, during the First Lock-up Period, maintain a direct or indirect interest in 100.0% of the Lock-up Units and, during the Second Lock-up Period, maintain a direct or indirect interest in 50.0% of the Lock-up Units and Keppel Corporation Limited has procured that such transferee subsidiaries have executed and delivered to the Joint Bookrunners and Underwriters undertakings to the effect that such transferee subsidiaries will comply with the restrictions in paragraphs 2 and 3 above so as to enable KCIH to comply with the foregoing restrictions for the unexpired period of the First Lock-up Period and the Second Lock-up Period.

5. If, for any reason, the Listing Date does not take place within six months of the date of the prospectus of KORE dated 2 November 2017 (the Prospectus), this undertaking shall be terminated.

6. This undertaking and all matters arising from or connected with it are governed by, and shall be construed in accordance with, Singapore law. The courts of Singapore are to have jurisdiction to settle any disputes which may arise out of or in connection with this undertaking and accordingly any legal action or proceedings arising out of or in connection with this undertaking (Proceedings) may be brought in such courts. KCIH irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Joint Bookrunners and Underwriters and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction. The taking of Proceedings in any other court of competent jurisdiction, or the taking of Proceedings in one or more jurisdictions, by any of the Joint Bookrunners and Underwriters shall not preclude the taking of Proceedings, by any of the Joint Bookrunners and Underwriters in any other jurisdiction (whether concurrently or not).

7. This undertaking is given in favour of the Joint Bookrunners and Underwriters severally, and accordingly, may be enforced by any of the Joint Bookrunners and Underwriters without having to join the other party to such enforcement proceedings. Without prejudice to any other rights or remedies which the Joint Bookrunners and Underwriters may have, we acknowledge and agree that damages may not be an adequate remedy for any breach of this undertaking and the Joint Bookrunners and Underwriters shall be entitled to seek remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this undertaking.

8. A person who is not a party to this undertaking shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of this undertaking.

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9. This undertaking may be executed in any number of counterparts each of which when executed and delivered (whether in original or facsimile) shall be an original, but all the counterparts together shall constitute one and the same instrument.

10. Capitalized terms used but not otherwise defined herein shall have the meaning given to those terms in the Prospectus.

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For and behalf of

KEPPEL CAPITAL INVESTMENT HOLDINGS PTE. LTD.

Name:

Title:

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Acknowledged and accepted:

For and on behalf of

DBS Bank Ltd.

Name:

Title:

114

For and on behalf of

Citigroup Global Markets Singapore Pte Ltd

Name:

Title:

115

For and on behalf of

Credit Suisse (Singapore) Limited

Name:

Title:

Name:

Title:

116

For and on behalf of

Merrill Lynch (Singapore) Pte. Ltd.

Name:

Title:

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PART 2

Lock-Up Letter from Keppel Capital Holdings Pte. Ltd.

2 November 2017

DBS Bank Ltd. (DBS)

12 Marina Boulevard

Marina Bay Financial Centre Tower 3

Singapore 018982

Merrill Lynch (Singapore) Pte. Ltd. (BAML)

50 Collyer Quay

#14-01, OUE Bayfront

Singapore 049321

Citigroup Global Markets Singapore Pte Ltd (Citi)

8 Marina View

#21-00 Asia Square Tower 1

Singapore 018960

Credit Suisse (Singapore) Limited (CS)

One Raffles Link

#03/#04-01 South Lobby

Singapore 039393

(DBS, BAML, Citi and CS, the Joint Bookrunners and Underwriters)

Dear Sirs:

Keppel-KBS US REIT (“KORE”)

Offering of Units (as defined below) in the initial public offering by KORE (the Offering)

11. Keppel Capital Holdings Pte. Ltd. (KC) represents and warrants that 100% of the total number of issued shares of Keppel Capital Investment Holdings Pte. Ltd. (KCIH) are owned by KC.

12. KC wishes to restrict its right to deal in the units in KORE (Units) in which it legally and/or beneficially, directly and/or indirectly, owns or will own as of the date hereof and on the Listing Date (as defined below) (the Lock-up Units), in accordance with the terms of this undertaking.

13. In consideration of the Joint Bookrunners and Underwriters executing the underwriting agreement dated 2 November 2017 between the Joint Bookrunners and Underwriters, Keppel-KBS US REIT Management Pte. Ltd., as manager of KORE, KBS Pacific Advisors Pte. Ltd., KC, GKP Holding LLC, KBS SOR Properties, LLC and KCIH in connection with the Offering, KC undertakes to the Joint Bookrunners and Underwriters that it will not, subject to the exceptions set out in paragraph 5 below, during the period

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commencing from the date hereof until the date falling 6 months after the date of admission of KORE to the Official List of the SGX-ST (the Listing Date) (both dates inclusive) (the First Lock-up Period), directly or indirectly:

(a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, hypothecate, grant security over, encumber or otherwise dispose of or transfer, any or all of its effective interest in the Lock-up Units (including any interests or securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(b) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(c) enter into any transaction (including a derivative transaction) or other arrangement with a similar economic effect to the foregoing sub-paragraph (a) or (b);

(d) deposit any of its effective interest in the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units) in any depository receipt facility;

(e) enter into a transaction which is designed or which may reasonably be expected to result in any of the above; or

(f) publicly announce any intention to do any of the above,

whether any such transaction described in sub-paragraphs (a) to (e) above is to be settled by delivery of such capital or securities, in cash or otherwise (whether or not such transaction will be completed within or after the First Lock-up Period or the Second Lock-up Period (as defined below) as applicable).

14. KC further undertakes to the Joint Bookrunners and Underwriters that the restrictions in paragraph 2 above will apply in respect of its effective interest in 50.0% of the Lock-up Units (adjusted for any bonus issue or subdivision) during the period commencing from the day immediately following the First Lock-up Period until the date falling 12 months after the Listing Date (the Second Lock-up Period).

15. The restrictions in paragraphs 3 and 4 above do not apply to prohibit:

(a) KC from being able to create a charge over the Lock-up Units or otherwise grant of security over or creation of any encumbrance over the Lock-up Units, provided that such charge, security or encumbrance (i) cannot be enforced over any Lock-up Units during the First Lock-up Period, and (ii) can only be enforced with respect to 50.0% of the effective interest in the Lock-up Units during the Second Lock-up Period. The charge, security or encumbrance will only be created if the chargee (such as a bank or financial institution) agrees that the charge, security or encumbrance over the Lock-up Units cannot be enforced over 100.0% of the

119

Lock-up Units during the First Lock-up Period and can only be enforced in relation to 50.0% of the effective interest in the Lock-up Units during the Second Lock-up Period;

(b) KCIH from entering into the Unit Lending Agreement with the Joint Bookrunners and Underwriters or any sale or transfer of the Lock-up Units by KCIH pursuant to the exercise of the Over-Allotment Option, provided that the restrictions in paragraphs 3 and 4 above will apply to the Units returned to KCIH pursuant to the Unit Lending Agreement; and

(c) KC from being able to transfer the Lock-up Units to and between any direct or indirect wholly-owned subsidiaries of Keppel Corporation Limited, provided that Keppel Corporation Limited shall, during the First Lock-up Period, maintain a direct or indirect interest in 100.0% of the Lock-up Units and, during the Second Lock-up Period, maintain a direct or indirect interest in 50.0% of the Lock-up Units and Keppel Corporation Limited has procured that such transferee subsidiaries have executed and delivered to the Joint Bookrunners and Underwriters undertakings to the effect that such transferee subsidiaries will comply with the restrictions in paragraphs 3 and 4 above so as to enable KC to comply with the foregoing restrictions for the unexpired period of the First Lock-up Period and the Second Lock-up Period.

16. If, for any reason, the Listing Date does not take place within six months of the date of the prospectus of KORE dated 2 November 2017 (the Prospectus), this undertaking shall be terminated.

17. This undertaking and all matters arising from or connected with it are governed by, and shall be construed in accordance with, Singapore law. The courts of Singapore are to have jurisdiction to settle any disputes which may arise out of or in connection with this undertaking and accordingly any legal action or proceedings arising out of or in connection with this undertaking (Proceedings) may be brought in such courts. KC irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Joint Bookrunners and Underwriters and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction. The taking of Proceedings in any other court of competent jurisdiction, or the taking of Proceedings in one or more jurisdictions, by any of the Joint Bookrunners and Underwriters shall not preclude the taking of Proceedings, by any of the Joint Bookrunners and Underwriters in any other jurisdiction (whether concurrently or not).

18. This undertaking is given in favour of the Joint Bookrunners and Underwriters severally, and accordingly, may be enforced by any of the Joint Bookrunners and Underwriters without having to join the other party to such enforcement proceedings. Without prejudice to any other rights or remedies which the Joint Bookrunners and Underwriters may have, we acknowledge and agree that damages may not be an adequate remedy for any breach of this undertaking and the Joint Bookrunners and Underwriters shall be entitled to seek remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this undertaking.

19. A person who is not a party to this undertaking shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of this undertaking.

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20. This undertaking may be executed in any number of counterparts each of which when executed and delivered (whether in original or facsimile) shall be an original, but all the counterparts together shall constitute one and the same instrument.

21. Capitalized terms used but not otherwise defined herein shall have the meaning given to those terms in the Prospectus.

121

For and behalf of

KEPPEL CAPITAL HOLDINGS PTE. LTD.

Name:

Title:

122

Acknowledged and accepted:

For and on behalf of

DBS Bank Ltd.

Name:

Title:

123

For and on behalf of

Citigroup Global Markets Singapore Pte Ltd

Name:

Title:

124

For and on behalf of

Credit Suisse (Singapore) Limited

Name:

Title:

Name:

Title:

125

For and on behalf of

Merrill Lynch (Singapore) Pte. Ltd.

Name:

Title:

126

PART 3

Lock-Up Letter from KBS Strategic Opportunity REIT, Inc.

2 November 2017

DBS Bank Ltd. (DBS)

12 Marina Boulevard

Marina Bay Financial Centre Tower 3

Singapore 018982

Merrill Lynch (Singapore) Pte. Ltd. (BAML)

50 Collyer Quay

#14-01, OUE Bayfront

Singapore 049321

Citigroup Global Markets Singapore Pte Ltd (Citi)

8 Marina View

#21-00 Asia Square Tower 1

Singapore 018960

Credit Suisse (Singapore) Limited (CS)

One Raffles Link

#03/#04-01 South Lobby

Singapore 039393

(DBS, BAML, Citi, and CS, the Joint Bookrunners and Underwriters)

Dear Sirs:

Keppel-KBS US REIT (“KORE”)

Offering of Units (as defined below) in the initial public offering by KORE (the Offering)

22. KBS Strategic Opportunity REIT, Inc. (KBS SOR) represents and warrants that 100% of the total number of issued shares of KBS SOR Properties, LLC (KBS Properties) are indirectly owned by KBS SOR through its ownership of 100% of the interest in KBS Strategic Opportunity Limited Partnership, a wholly-owned subsidiary of KBS SOR, which in turn owns 100% of the total number of issued shares of KBS SOR (BVI) Holdings, Ltd., which in turn owns 100% of the total number of issued shares of KBS Properties.

23. KBS SOR wishes to restrict its right to deal in the units in KORE (Units) in which it legally and/or beneficially, directly and/or indirectly, owns or will own as of the date hereof and on the Listing Date (as defined below) (the Lock-up Units), in accordance with the terms of this undertaking.

127

24. In consideration of the Joint Bookrunners and Underwriters executing the underwriting agreement dated 2 November 2017 between the Joint Bookrunners and Underwriters, Keppel-KBS US REIT Management Pte. Ltd., as manager of KORE, KBS Pacific Advisors Pte. Ltd., Keppel Capital Holdings Pte. Ltd., GKP Holding LLC, KBS Properties and Keppel Capital Investment Holdings Pte. Ltd. in connection with the Offering, KBS SOR undertakes to the Joint Bookrunners and Underwriters that it will not, subject to the exceptions set out in paragraph 5 below, during the period commencing from the date hereof until the date falling 6 months after the date of admission of KORE to the Official List of the SGX-ST (the Listing Date) (both dates inclusive) (the First Lock-up Period), directly or indirectly:

(a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, hypothecate, grant security over, encumber or otherwise dispose of or transfer, any or all of its effective interest in the Lock-up Units (including any interests or securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(b) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(c) enter into any transaction (including a derivative transaction) or other arrangement with a similar economic effect to the foregoing sub-paragraph (a) or (b);

(d) deposit any of its effective interest in the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units) in any depository receipt facility;

(e) enter into a transaction which is designed or which may reasonably be expected to result in any of the above; or

(f) publicly announce any intention to do any of the above,

whether any such transaction described in sub-paragraphs (a) to (e) above is to be settled by delivery of such capital or securities, in cash or otherwise (whether or not such transaction will be completed within or after the First Lock-up Period or the Second Lock-up Period (as defined below) as applicable).

25. KBS SOR further undertakes to the Joint Bookrunners and Underwriters that the restrictions in paragraph 3 above will apply in respect of its effective interest in 50.0% of the Lock-up Units (adjusted for any bonus issue or subdivision) during the period commencing from the day immediately following the First Lock-up Period until the date falling 12 months after the Listing Date (the Second Lock-up Period).

26. The restrictions in paragraphs 3 and 4 above do not apply to prohibit:

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(a) KBS SOR from being able to create a charge over the Lock-up Units or otherwise grant of security over or creation of any encumbrance over the Lock-up Units, provided that such charge, security or encumbrance (i) cannot be enforced over any Lock-up Units during the First Lock-up Period, and (ii) can only be enforced with respect to 50.0% of the effective interest in the Lock-up Units during the Second Lock-up Period. The charge, security or encumbrance will only be created if the chargee (such as a bank or financial institution) agrees that the charge, security or encumbrance over the Lock-up Units cannot be enforced over 100.0% of the Lock-up Units during the First Lock-up Period and can only be enforced in relation to 50.0% of the effective interest in the Lock-up Units during the Second Lock-up Period;

(c) KBS Properties from entering into the Unit Lending Agreement with the Joint Bookrunners and Underwriters or any sale or transfer of the Lock-up Units by KBS Properties pursuant to the exercise of the Over-Allotment Option, provided that the restrictions in paragraphs 3 and 4 above will apply to the Units returned to KBS Properties pursuant to the Unit Lending Agreement; and

(c) KBS SOR from being able to transfer the Lock-up Units to and between any direct or indirect wholly-owned subsidiaries of KBS SOR, provided that KBS SOR shall, during the First Lock-up Period, maintain a direct or indirect interest in 100.0% of the Lock-up Units and, during the Second Lock-up Period, maintain a direct or indirect interest in 50.0% of the Lock-up Units and KBS SOR has procured that such transferee subsidiaries have executed and delivered to the Joint Bookrunners and Underwriters undertakings to the effect that such transferee subsidiaries will comply with the restrictions in paragraphs 3 and 4 above so as to enable KBS SOR to comply with the foregoing restrictions for the unexpired period of the First Lock-up Period and the Second Lock-up Period.

27. If, for any reason, the Listing Date does not take place within six months of the date of the prospectus of KORE dated 2 November 2017 (the Prospectus), this undertaking shall be terminated.

28. This undertaking and all matters arising from or connected with it are governed by, and shall be construed in accordance with, Singapore law. The courts of Singapore are to have jurisdiction to settle any disputes which may arise out of or in connection with this undertaking and accordingly any legal action or proceedings arising out of or in connection with this undertaking (Proceedings) may be brought in such courts. KBS SOR irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Joint Bookrunners and Underwriters and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction. The taking of Proceedings in any other court of competent jurisdiction, or the taking of Proceedings in one or more jurisdictions, by any of the Joint Bookrunners and Underwriters shall not preclude the taking of Proceedings, by any of the Joint Bookrunners and Underwriters in any other jurisdiction (whether concurrently or not).

29. KBS SOR hereby irrevocably appoints KBS Pacific Advisors Pte. Ltd. of 60 Paya Lebar Road, #11-06, Paya Lebar Square, Singapore 409051 as agent to accept service of process in Singapore in any legal action or proceedings arising out of this undertaking, service upon whom will be deemed completed whether or not forwarded to or received by KBS SOR. KBS SOR will inform the Joint Bookrunners and Underwriters, in writing,

129

of any change in the address of the process agent of KBS SOR and such change in address will not be effective until such notice is received by the Joint Bookrunners and Underwriters. Such service will be deemed to be completed on delivery to the process agent (whether or not it is forwarded to and received by KBS SOR). If such process agent ceases to be able to act as such or to have an address in Singapore, KBS SOR irrevocably agrees to immediately appoint a new process agent in Singapore acceptable to the Joint Bookrunners and Underwriters and to deliver to the Joint Bookrunners and Underwriters within 14 days a copy of a written acceptance of appointment by the process agent. Nothing in this undertaking will affect the right to serve process in any other manner permitted by law.

30. This undertaking is given in favour of the Joint Bookrunners and Underwriters severally, and accordingly, may be enforced by any of the Joint Bookrunners and Underwriters without having to join the other party to such enforcement proceedings. Without prejudice to any other rights or remedies which the Joint Bookrunners and Underwriters may have, we acknowledge and agree that damages may not be an adequate remedy for any breach of this undertaking and the Joint Bookrunners and Underwriters shall be entitled to seek remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this undertaking.

31. A person who is not a party to this undertaking shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of this undertaking.

32. This undertaking may be executed in any number of counterparts each of which when executed and delivered (whether in original or facsimile) shall be an original, but all the counterparts together shall constitute one and the same instrument.

33. Capitalized terms used but not otherwise defined herein shall have the meaning given to those terms in the Prospectus.

130

For and behalf of

KBS STRATEGIC OPPORTUNITY REIT, INC.

Name:

Title:

131

Acknowledged and accepted:

For and on behalf of

DBS Bank Ltd.

Name:

Title:

132

For and on behalf of

Citigroup Global Markets Singapore Pte Ltd

Name:

Title:

133

For and on behalf of

Credit Suisse (Singapore) Limited

Name:

Title:

Name:

Title:

134

For and on behalf of

Merrill Lynch (Singapore) Pte. Ltd.

Name:

Title:

135

PART 4

Lock-Up Letter from KBS SOR (BVI) Holdings Ltd

2 November 2017

DBS Bank Ltd. (DBS)

12 Marina Boulevard Level 46

DBS Asia Central @ Marina Bay Financial Centre

Singapore 018982

Merrill Lynch (Singapore) Pte. Ltd. (BAML)

50 Collyer Quay

#14-01, OUE Bayfront

Singapore 049321

Citigroup Global Markets Singapore Pte Ltd (Citi)

8 Marina View

#21-00 Asia Square Tower 1

Singapore 018960

Credit Suisse (Singapore) Limited (CS)

One Raffles Link

#03/#04-01 South Lobby

Singapore 039393

(DBS, BAML, Citi, and CS, the Joint Bookrunners and Underwriters)

Dear Sirs:

Keppel-KBS US REIT (KORE)

Offering of Units (as defined below) in the initial public offering by KORE (the Offering)

34. KBS SOR (BVI) Holdings, Ltd. (KBS BVI) represents and warrants that 100% of the total number of issued shares of KBS SOR Properties, LLC (KBS Properties) are owned by KBS BVI.

35. KBS BVI wishes to restrict its right to deal in the units in KORE (Units) in which it legally and/or beneficially, directly and/or indirectly, owns or will own as of the date hereof and on the Listing Date (as defined below) (the Lock-up Units), in accordance with the terms of this undertaking.

36. In consideration of the Joint Bookrunners and Underwriters executing the underwriting agreement dated 2 November 2017 between the Joint Bookrunners and Underwriters, Keppel-KBS US REIT Management Pte. Ltd., as manager of KORE, KBS Pacific Advisors Pte. Ltd., Keppel Capital Holdings Pte. Ltd., GKP Holding LLC, KBS Properties and Keppel Capital Investment Holdings Pte. Ltd. in connection with the Offering, KBS BVI undertakes to the Joint Bookrunners and Underwriters that it will not, subject to the exceptions set out in paragraph 5 below, during the period commencing from the date

136

hereof until the date falling 6 months after the date of admission of KORE to the Official List of the SGX-ST (the Listing Date) (both dates inclusive) (the First Lock-up Period), directly or indirectly:

(a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, hypothecate, grant security over, encumber or otherwise dispose of or transfer, any or all of its effective interest in the Lock-up Units (including any interests or securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(b) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(c) enter into any transaction (including a derivative transaction) or other arrangement with a similar economic effect to the foregoing sub-paragraph (a) or (b);

(d) deposit any of its effective interest in the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units) in any depository receipt facility;

(e) enter into a transaction which is designed or which may reasonably be expected to result in any of the above; or

(f) publicly announce any intention to do any of the above,

whether any such transaction described in sub-paragraphs (a) to (e) above is to be settled by delivery of such capital or securities, in cash or otherwise (whether or not such transaction will be completed within or after the First Lock-up Period or the Second Lock-up Period (as defined below) as applicable).

37. KBS BVI further undertakes to the Joint Bookrunners and Underwriters that the restrictions in paragraph 3 above will apply in respect of its effective interest in 50.0% of the Lock-up Units (adjusted for any bonus issue or subdivision) during the period commencing from the day immediately following the First Lock-up Period until the date falling 12 months after the Listing Date (the Second Lock-up Period).

38. The restrictions in paragraphs 3 and 4 above do not apply to prohibit:

(a) KBS BVI from being able to create a charge over the Lock-up Units or otherwise grant of security over or creation of any encumbrance over the Lock-up Units, provided that such charge, security or encumbrance (i) cannot be enforced over any Lock-up Units during the First Lock-up Period, and (ii) can only be enforced with respect to 50.0% of the effective interest in the Lock-up Units during the Second Lock-up Period. The charge, security or encumbrance will only be created if the chargee (such as a bank or financial institution) agrees that the charge, security or encumbrance over the Lock-up Units cannot be enforced over

137

100.0% of the Lock-up Units during the First Lock- up Period and can only be enforced in relation to 50.0% of the effective interest in the Lock-up Units during the Second Lock-up Period;

(b) KBS Properties from entering into the Unit Lending Agreement with the Joint Bookrunners and Underwriters or any sale or transfer of the Lock-up Units by KBS Properties pursuant to the exercise of the Over-Allotment Option, provided that the restrictions in paragraphs 3 and 4 above will apply to the Units returned to KBS Properties pursuant to the Unit Lending Agreement; and

(c) KBS BVI from being able to transfer the Lock-up Units to and between any direct or indirect wholly-owned subsidiaries of KBS SOR, provided that KBS SOR shall, during the First Lock-up Period, maintain a direct or indirect interest in 100.0% of the Lock-up Units and, during the Second Lock-up Period, maintain a direct or indirect interest in 50.0% of the Lock-up Units and KBS SOR has procured that such transferee subsidiaries have executed and delivered to the Joint Bookrunners and Underwriters undertakings to the effect that such transferee subsidiaries will comply with the restrictions in paragraphs 3 and 4 above so as to enable KBS BVI to comply with the foregoing restrictions for the unexpired period of the First Lock-up Period and the Second Lock-up Period.

39. If, for any reason, the Listing Date does not take place within six months of the date of the prospectus of KORE dated 2 November 2017 (the Prospectus), this undertaking shall be terminated.

40. This undertaking and all matters arising from or connected with it are governed by, and shall be construed in accordance with, Singapore law. The courts of Singapore are to have jurisdiction to settle any disputes which may arise out of or in connection with this undertaking and accordingly any legal action or proceedings arising out of or in connection with this undertaking (Proceedings) may be brought in such courts. KBS BVI irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Joint Bookrunners and Underwriters and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction. The taking of Proceedings in any other court of competent jurisdiction, or the taking of Proceedings in one or more jurisdictions, by any of the Joint Bookrunners and Underwriters shall not preclude the taking of Proceedings, by any of the Joint Bookrunners and Underwriters in any other jurisdiction (whether concurrently or not).

41. KBS BVI hereby irrevocably appoints KBS Pacific Advisors Pte. Ltd. of 60 Paya Lebar Road, #11-06, Paya Lebar Square, Singapore 409051 as agent to accept service of process in Singapore in any legal action or proceedings arising out of this undertaking, service upon whom will be deemed completed whether or not forwarded to or received by KBS BVI. KBS BVI will inform the Joint Bookrunners and Underwriters, in writing, of any change in the address of the process agent of KBS BVI and such change in address will not be effective until such notice is received by the Joint Bookrunners and Underwriters. Such service will be deemed to be completed on delivery to the process agent (whether or not it is forwarded to and received by KBS BVI). If such process agent ceases to be able to act as such or to have an address in Singapore, KBS BVI irrevocably agrees to immediately appoint a new process agent in Singapore acceptable to the Joint Bookrunners and Underwriters and to deliver to the Joint Bookrunners and Underwriters within 14 days a copy of a written acceptance of appointment by the

138

process agent. Nothing in this undertaking will affect the right to serve process in any other manner permitted by law.

42. This undertaking is given in favour of the Joint Bookrunners and Underwriters severally, and accordingly, may be enforced by any of the Joint Bookrunners and Underwriters without having to join the other party to such enforcement proceedings. Without prejudice to any other rights or remedies which the Joint Bookrunners and Underwriters may have, we acknowledge and agree that damages may not be an adequate remedy for any breach of this undertaking and the Joint Bookrunners and Underwriters shall be entitled to seek remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this undertaking.

43. A person who is not a party to this undertaking shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of this undertaking.

44. This undertaking may be executed in any number of counterparts each of which when executed and delivered (whether in original or facsimile) shall be an original, but all the counterparts together shall constitute one and the same instrument.

45. Capitalized terms used but not otherwise defined herein shall have the meaning given to those terms in the Prospectus.

139

For and behalf of

KBS SOR (BVI) HOLDINGS, LTD.

Name:

Title:

140

Acknowledged and accepted:

For and on behalf of

DBS Bank Ltd.

Name:

Title:

141

For and on behalf of

Citigroup Global Markets Singapore Pte Ltd

Name:

Title:

142

For and on behalf of

Credit Suisse (Singapore) Limited

Name:

Title:

Name:

Title:

143

For and on behalf of

Merrill Lynch (Singapore) Pte. Ltd.

Name:

Title:

144

PART 5

Lock-Up Letter from KBS Strategic Opportunity Limited Partnership

2 November 2017

DBS Bank Ltd. (DBS)

12 Marina Boulevard

Marina Bay Financial Centre Tower 3

Singapore 018982

Merrill Lynch (Singapore) Pte. Ltd. (BAML)

50 Collyer Quay

#14-01, OUE Bayfront

Singapore 049321

Citigroup Global Markets Singapore Pte Ltd (Citi)

8 Marina View

#21-00 Asia Square Tower 1

Singapore 018960

Credit Suisse (Singapore) Limited (CS)

One Raffles Link

#03/#04-01 South Lobby

Singapore 039393

(DBS, BAML, Citi, and CS, the Joint Bookrunners and Underwriters)

Dear Sirs:

Keppel-KBS US REIT (“KORE”)

Offering of Units (as defined below) in the initial public offering by KORE (the Offering)

46. KBS Strategic Opportunity Limited Partnership (KBS SOLP) represents and warrants that 100% of the total number of issued shares of KBS SOR Properties, LLC (KBS Properties) are indirectly owned by KBS SOLP through its ownership of 100% of the total number of issued shares of KBS SOR (BVI) Holdings, Ltd., which in turn owns 100% of the total number of issued shares of KBS Properties.

47. KBS SOLP wishes to restrict its right to deal in the units in KORE (Units) in which it legally and/or beneficially, directly and/or indirectly, owns or will own as of the date hereof and on the Listing Date (as defined below) (the Lock-up Units), in accordance with the terms of this undertaking.

48. In consideration of the Joint Bookrunners and Underwriters executing the underwriting agreement dated 2 November 2017 between the Joint Bookrunners and Underwriters, Keppel-KBS US REIT Management Pte. Ltd., as manager of KORE, KBS Pacific Advisors Pte. Ltd., Keppel Capital Holdings Pte. Ltd., GKP Holding LLC, KBS Properties and Keppel Capital Investment Holdings Pte. Ltd. in connection with the Offering, KBS

145

SOLP undertakes to the Joint Bookrunners and Underwriters that it will not, subject to the exceptions set out in paragraph 5 below, during the period commencing from the date hereof until the date falling 6 months after the date of admission of KORE to the Official List of the SGX-ST (the Listing Date) (both dates inclusive) (the First Lock-up Period), directly or indirectly:

(a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, hypothecate, grant security over, encumber or otherwise dispose of or transfer, any or all of its effective interest in the Lock-up Units (including any interests or securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(b) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(c) enter into any transaction (including a derivative transaction) or other arrangement with a similar economic effect to the foregoing sub-paragraph (a) or (b);

(d) deposit any of its effective interest in the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units) in any depository receipt facility;

(e) enter into a transaction which is designed or which may reasonably be expected to result in any of the above; or

(f) publicly announce any intention to do any of the above,

whether any such transaction described in sub-paragraphs (a) to (e) above is to be settled by delivery of such capital or securities, in cash or otherwise (whether or not such transaction will be completed within or after the First Lock-up Period or the Second Lock-up Period (as defined below) as applicable).

49. KBS SOLP further undertakes to the Joint Bookrunners and Underwriters that the restrictions in paragraph 3 above will apply in respect of its effective interest in 50.0% of the Lock-up Units (adjusted for any bonus issue or subdivision) during the period commencing from the day immediately following the First Lock-up Period until the date falling 12 months after the Listing Date (the Second Lock-up Period).

50. The restrictions in paragraphs 3 and 4 above do not apply to prohibit:

(a) KBS SOLP from being able to create a charge over the Lock-up Units or otherwise grant of security over or creation of any encumbrance over the Lock-up Units, provided that such charge, security or encumbrance (i) cannot be enforced over any Lock-up Units during the First Lock-up Period, and (ii) can only be enforced with respect to 50.0% of the effective interest in the Lock-up Units during the Second Lock-up Period. The charge, security or encumbrance will only

146

be created if the chargee (such as a bank or financial institution) agrees that the charge, security or encumbrance over the Lock-up Units cannot be enforced over 100.0% of the Lock-up Units during the First Lock-up Period and can only be enforced in relation to 50.0% of the effective interest in the Lock-up Units during the Second Lock-up Period;

(b) KBS Properties from entering into the Unit Lending Agreement with the Joint Bookrunners and Underwriters or any sale or transfer of the Lock-up Units by KBS Properties pursuant to the exercise of the Over-Allotment Option, provided that the restrictions in paragraphs 3 and 4 above will apply to the Units returned to KBS Properties pursuant to the Unit Lending Agreement; and

(c) KBS SOLP from being able to transfer the Lock-up Units to and between any direct or indirect wholly-owned subsidiaries of KBS SOR, provided that KBS SOR shall, during the First Lock-up Period, maintain a direct or indirect interest in 100.0% of the Lock-up Units and, during the Second Lock-up Period, maintain a direct or indirect interest in 50.0% of the Lock-up Units and KBS SOR has procured that such transferee subsidiaries have executed and delivered to the Joint Bookrunners and Underwriters undertakings to the effect that such transferee subsidiaries will comply with the restrictions in paragraphs 3 and 4 above so as to enable KBS SOLP to comply with the foregoing restrictions for the unexpired period of the First Lock-up Period and the Second Lock-up Period.

51. If, for any reason, the Listing Date does not take place within six months of the date of the prospectus of KORE dated 2 November 2017 (the Prospectus), this undertaking shall be terminated.

52. This undertaking and all matters arising from or connected with it are governed by, and shall be construed in accordance with, Singapore law. The courts of Singapore are to have jurisdiction to settle any disputes which may arise out of or in connection with this undertaking and accordingly any legal action or proceedings arising out of or in connection with this undertaking (Proceedings) may be brought in such courts. KBS SOLP irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Joint Bookrunners and Underwriters and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction. The taking of Proceedings in any other court of competent jurisdiction, or the taking of Proceedings in one or more jurisdictions, by any of the Joint Bookrunners and Underwriters shall not preclude the taking of Proceedings, by any of the Joint Bookrunners and Underwriters in any other jurisdiction (whether concurrently or not).

53. KBS SOLP hereby irrevocably appoints KBS Pacific Advisors Pte. Ltd. of 60 Paya Lebar Road, #11-06, Paya Lebar Square, Singapore 409051 as agent to accept service of process in Singapore in any legal action or proceedings arising out of this undertaking, service upon whom will be deemed completed whether or not forwarded to or received by KBS SOLP. KBS SOLP will inform the Joint Bookrunners and Underwriters, in writing, of any change in the address of the process agent of KBS SOLP and such change in address will not be effective until such notice is received by the Joint Bookrunners and Underwriters. Such service will be deemed to be completed on delivery to the process agent (whether or not it is forwarded to and received by KBS SOLP). If such process agent ceases to be able to act as such or to have an address in Singapore, KBS SOLP irrevocably agrees to immediately appoint a new process agent in Singapore acceptable

147

to the Joint Bookrunners and Underwriters and to deliver to the Joint Bookrunners and Underwriters within 14 days a copy of a written acceptance of appointment by the process agent. Nothing in this undertaking will affect the right to serve process in any other manner permitted by law.

54. This undertaking is given in favour of the Joint Bookrunners and Underwriters severally, and accordingly, may be enforced by any of the Joint Bookrunners and Underwriters without having to join the other party to such enforcement proceedings. Without prejudice to any other rights or remedies which the Joint Bookrunners and Underwriters may have, we acknowledge and agree that damages may not be an adequate remedy for any breach of this undertaking and the Joint Bookrunners and Underwriters shall be entitled to seek remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this undertaking.

55. A person who is not a party to this undertaking shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of this undertaking.

56. This undertaking may be executed in any number of counterparts each of which when executed and delivered (whether in original or facsimile) shall be an original, but all the counterparts together shall constitute one and the same instrument.

57. Capitalized terms used but not otherwise defined herein shall have the meaning given to those terms in the Prospectus.

148

For and behalf of

KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP

Name:

Title:

149

Acknowledged and accepted:

For and on behalf of

DBS Bank Ltd.

Name:

Title:

150

For and on behalf of

Citigroup Global Markets Singapore Pte Ltd

Name:

Title:

151

For and on behalf of

Credit Suisse (Singapore) Limited

Name:

Title:

Name:

Title:

152

For and on behalf of

Merrill Lynch (Singapore) Pte. Ltd.

Name:

Title:

153

PART 6

Lock-Up Letter from KBS SOR Properties, LLC

2 November 2017

DBS Bank Ltd. (DBS)

12 Marina Boulevard Level 46

DBS Asia Central @ Marina Bay Financial Centre

Singapore 018982

Merrill Lynch (Singapore) Pte. Ltd. (BAML)

50 Collyer Quay

#14-01, OUE Bayfront

Singapore 049321

Citigroup Global Markets Singapore Pte Ltd (Citi)

8 Marina View

#21-00 Asia Square Tower 1

Singapore 018960

Credit Suisse (Singapore) Limited (CS)

One Raffles Link

#03/#04-01 South Lobby

Singapore 039393

(DBS, BAML, Citi, and CS, the Joint Bookrunners and Underwriters)

Dear Sirs:

Keppel-KBS US REIT (KORE)

Offering of Units (as defined below) in the initial public offering by KORE (the Offering)

58. KBS SOR Properties, LLC (KBS Properties) wishes to restrict its right to deal in the units in KORE (Units) in which it legally and/or beneficially, directly and/or indirectly, owns or will own as of the date hereof and on the Listing Date (as defined below) (the Lock-up Units), in accordance with the terms of this undertaking.

59. In consideration of the Joint Bookrunners and Underwriters executing the underwriting agreement dated 2 November 2017 between the Joint Bookrunners and Underwriters, Keppel-KBS US REIT Management Pte. Ltd., as manager of KORE, KBS Pacific Advisors Pte. Ltd., Keppel Capital Holdings Pte. Ltd., GKP Holding LLC, KBS Properties and Keppel Capital Investment Holdings Pte. Ltd. in connection with the Offering, KBS Properties undertakes to the Joint Bookrunners and Underwriters that it will not, subject to the exceptions set out in paragraph 4 below, during the period commencing from the date hereof until the date falling 6 months after the date of admission of KORE to the Official List of the SGX-ST (the Listing Date) (both dates inclusive) (the First Lock-up Period), directly or indirectly:

154

(a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, hypothecate, grant security over, encumber or otherwise dispose of or transfer, any or all of its effective interest in the Lock-up Units (including any interests or securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(b) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(c) enter into any transaction (including a derivative transaction) or other arrangement with a similar economic effect to the foregoing sub-paragraph (a) or (b);

(d) deposit any of its effective interest in the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units) in any depository receipt facility;

(e) enter into a transaction which is designed or which may reasonably be expected to result in any of the above; or

(f) publicly announce any intention to do any of the above,

whether any such transaction described in sub-paragraphs (a) to (e) above is to be settled by delivery of such capital or securities, in cash or otherwise (whether or not such transaction will be completed within or after the First Lock-up Period or the Second Lock-up Period (as defined below) as applicable).

60. KBS Properties further undertakes to the Joint Bookrunners and Underwriters that the restrictions in paragraph 2 above will apply in respect of its effective interest in 50.0% of the Lock-up Units (adjusted for any bonus issue or subdivision) during the period commencing from the day immediately following the First Lock-up Period until the date falling 12 months after the Listing Date (the Second Lock-up Period).

61. The restrictions in paragraphs 2 and 3 above do not apply to prohibit KBS Properties from:

(a) being able to create a charge over the Lock-up Units or otherwise grant of security over or creation of any encumbrance over the Lock-up Units, provided that such charge, security or encumbrance (i) cannot be enforced over any Lock-up Units during the First Lock-up Period, and (ii) can only be enforced with respect to 50.0% of the effective interest in the Lock-up Units during the Second Lock-up Period. The charge, security or encumbrance will only be created if the chargee (such as a bank or financial institution) agrees that the charge, security or encumbrance over the Lock-up Units cannot be enforced over 100.0% of the Lock-up Units during the First Lock-up Period and can only be enforced in relation to 50.0% of the effective interest in the Lock-up Units during the Second Lock-up Period;

155

(b) entering into the Unit Lending Agreement with the Joint Bookrunners and Underwriters or any sale or transfer of the Lock-up Units by KBS Properties pursuant to the exercise of the Over-Allotment Option, provided that the restrictions in paragraphs 2 and 3 above will apply to the Units returned to KBS Properties pursuant to the Unit Lending Agreement; and

(c) being able to transfer the Lock-up Units to and between KBS Strategic Opportunity REIT, INC., (KBS SOR) or any direct or indirect wholly-owned subsidiaries of KBS SOR, provided that KBS SOR shall, during the First Lock-up Period, maintain a direct or indirect interest in 100.0% of the Lock-up Units and, during the Second Lock-up Period, maintain a direct or indirect interest in 50.0% of the Lock-up Units and KBS SOR has procured that such transferee subsidiaries have executed and delivered to the Joint Bookrunners and Underwriters undertakings to the effect that such transferee subsidiaries will comply with the restrictions in paragraphs 2 and 3 above so as to enable KBS Properties to comply with the foregoing restrictions for the unexpired period of the First Lock-up Period and the Second Lock-up Period.

62. If, for any reason, the Listing Date does not take place within six months of the date of the prospectus of KORE dated 2 November 2017 (the Prospectus), this undertaking shall be terminated.

63. This undertaking and all matters arising from or connected with it are governed by, and shall be construed in accordance with, Singapore law. The courts of Singapore are to have jurisdiction to settle any disputes which may arise out of or in connection with this undertaking and accordingly any legal action or proceedings arising out of or in connection with this undertaking (Proceedings) may be brought in such courts. KBS Properties irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Joint Bookrunners and Underwriters and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction. The taking of Proceedings in any other court of competent jurisdiction, or the taking of Proceedings in one or more jurisdictions, by any of the Joint Bookrunners and Underwriters shall not preclude the taking of Proceedings, by any of the Joint Bookrunners and Underwriters in any other jurisdiction (whether concurrently or not).

64. KBS Properties hereby irrevocably appoints KBS Pacific Advisors Pte. Ltd. of 60 Paya Lebar Road, #11-06, Paya Lebar Square, Singapore 409051 as agent to accept service of process in Singapore in any legal action or proceedings arising out of this undertaking, service upon whom will be deemed completed whether or not forwarded to or received by KBS Properties. KBS Properties will inform the Joint Bookrunners and Underwriters, in writing, of any change in the address of the process agent of KBS Properties and such change in address will not be effective until such notice is received by the Joint Bookrunners and Underwriters. Such service will be deemed to be completed on delivery to the process agent (whether or not it is forwarded to and received by KBS Properties). If such process agent ceases to be able to act as such or to have an address in Singapore, KBS Properties irrevocably agrees to immediately appoint a new process agent in Singapore acceptable to the Joint Bookrunners and Underwriters and to deliver to the Joint Bookrunners and Underwriters within 14 days a copy of a written acceptance of appointment by the process agent. Nothing in this undertaking will affect the right to serve process in any other manner permitted by law.

156

65. This undertaking is given in favour of the Joint Bookrunners and Underwriters severally, and accordingly, may be enforced by any of the Joint Bookrunners and Underwriters without having to join the other party to such enforcement proceedings. Without prejudice to any other rights or remedies which the Joint Bookrunners and Underwriters may have, we acknowledge and agree that damages may not be an adequate remedy for any breach of this undertaking and the Joint Bookrunners and Underwriters shall be entitled to seek remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this undertaking.

66. A person who is not a party to this undertaking shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of this undertaking.

67. This undertaking may be executed in any number of counterparts each of which when executed and delivered (whether in original or facsimile) shall be an original, but all the counterparts together shall constitute one and the same instrument.

68. Capitalized terms used but not otherwise defined herein shall have the meaning given to those terms in the Prospectus.

157

For and behalf of

KBS SOR PROPERTIES, LLC

Name:

Title:

158

Acknowledged and accepted:

For and on behalf of

DBS Bank Ltd.

Name:

Title:

159

For and on behalf of

Citigroup Global Markets Singapore Pte Ltd

Name:

Title:

160

For and on behalf of

Credit Suisse (Singapore) Limited

Name:

Title:

Name:

Title:

161

For and on behalf of

Merrill Lynch (Singapore) Pte. Ltd.

Name:

Title:

162

Lock-Up Letter from the Manager

2 November 2017

DBS Bank Ltd. (DBS)

12 Marina Boulevard Level 46

DBS Asia Central @ Marina Bay Financial Centre

Singapore 018982

Merrill Lynch (Singapore) Pte. Ltd. (BAML)

50 Collyer Quay

#14-01, OUE Bayfront

Singapore 049321

Citigroup Global Markets Singapore Pte Ltd (Citi)

8 Marina View

#21-00 Asia Square Tower 1

Singapore 018960

Credit Suisse (Singapore) Limited (CS)

One Raffles Link

#03/#04-01 South Lobby

Singapore 039393

(DBS, BAML, Citi, and CS, the Joint Bookrunners and Underwriters)

Dear Sirs:

Keppel-KBS US REIT (KORE)

Offering of Units (as defined below) in the initial public offering by KORE (the Offering)

69. Keppel-KBS US REIT Management Pte. Ltd., as manager of KORE (the Manager) wishes to restrict its right to deal in the units in KORE (Units) which are in issue from time to time in accordance with the terms of this undertaking.

70. In consideration of the Joint Bookrunners and Underwriters executing the underwriting agreement dated 2 November 2017 between the Joint Bookrunners and Underwriters, the Manager, KBS Pacific Advisors Pte. Ltd., Keppel Capital Holdings Pte. Ltd., GKP Holding LLC, KBS SOR Properties, LLC and Keppel Capital Investment Holdings Pte. Ltd. in connection with the Offering, the Manager undertakes to the Joint Bookrunners and Underwriters that it will not, subject to the exceptions set out in paragraph 3 below, during the period commencing from the date hereof until the date falling 6 months after the date of admission of KORE to the Official List of the SGX-ST (the Listing Date) (both dates inclusive) (the First Lock-up Period), directly or indirectly:

(a) allot, issue, offer, pledge, sell, contract to issue or sell, sell any option or contract to subscribe or purchase, purchase any option or contract to issue or sell, grant any option, right or warrant to subscribe, purchase, lend, hypothecate, grant security over, encumber or otherwise dispose of any Units (or any securities convertible into or exercisable or exchangeable for any Units or which carry rights to subscribe for or purchase any Units);

163

(b) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units or any other securities of KORE or any of its subsidiaries or any interest in any of the foregoing (including any securities convertible into or exercisable or exchangeable for any Units or which carry rights to subscribe for or purchase Units or any other securities of KORE or any of its subsidiaries);

(c) enter into any transaction (including a derivative transaction) or other arrangement with a similar economic effect to the foregoing sub-paragraph (a) or (b);

(d) deposit any Units (including any securities convertible into or exercisable or exchangeable for any Units or which carry rights to subscribe for or purchase any Units) in any depository receipt facility;

(e) enter into a transaction which is designed or which may reasonably be expected to result in any of the above; or

(f) publicly announce any intention to do any of the above,

whether any such transaction described in sub-paragraphs (a) to (e) above is to be settled by delivery of such capital or securities, in cash or otherwise (whether or not such transaction will be completed within or after the First Lock-up Period).

71. The restrictions described in paragraph 2 above do not apply to the issuance of (i) the Offering Units, (ii) the Lock-up Units, (iii) the Cornerstone Units, (iv) the Relevant Entities Subscription Units, and (v) Units to the Manager in payment of any fees payable to the Manager under the Trust Deed, or the sale of Units issued to the Manager in payment of any fees payable to the Manager under the Trust Deed.

72. If, for any reason, the Listing Date does not take place within six months of the date of the prospectus of KORE dated 2 November 2017 (the Prospectus), this undertaking shall be terminated.

73. This undertaking and all matters arising from or connected with it are governed by, and shall be construed in accordance with, Singapore law. The courts of Singapore are to have jurisdiction to settle any disputes which may arise out of or in connection with this undertaking and accordingly any legal action or proceedings arising out of or in connection with this undertaking (Proceedings) may be brought in such courts. The Manager irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Joint Bookrunners and Underwriters and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction. The taking of Proceedings in any other court of competent jurisdiction, or the taking of Proceedings in one or more jurisdictions, by any of the Joint Bookrunners and Underwriters shall not preclude the taking of Proceedings, by any of the Joint Bookrunners and Underwriters in any other jurisdiction (whether concurrently or not).

74. This undertaking is given in favour of the Joint Bookrunners and Underwriters severally, and accordingly, may be enforced by any of the Joint Bookrunners and Underwriters without having to join the other party to such enforcement proceedings. Without

164

prejudice to any other rights or remedies which the Joint Bookrunners and Underwriters may have, we acknowledge and agree that damages may not be an adequate remedy for any breach of this undertaking and the Joint Bookrunners and Underwriters shall be entitled to seek remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this undertaking.

75. A person who is not a party to this undertaking shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of this undertaking.

76. This undertaking may be executed in any number of counterparts each of which when executed and delivered (whether in original or facsimile) shall be an original, but all the counterparts together shall constitute one and the same instrument.

77. Capitalized terms used but not otherwise defined herein shall have the meaning given to those terms in the Prospectus.

165

For and behalf of

KEPPEL-KBS US REIT MANAGEMENT PTE. LTD.

(as manager of Keppel-KBS US REIT)

..................................................

Name:

Title:

166

Acknowledged and accepted:

For and on behalf of

DBS Bank Ltd.

Name:

Title:

167

For and on behalf of

Citigroup Global Markets Singapore Pte Ltd

Name:

Title:

168

For and on behalf of

Credit Suisse (Singapore) Limited

Name:

Title:

Name:

Title:

169

For and on behalf of

Merrill Lynch (Singapore) Pte. Ltd.

Name:

Title:

170

SCHEDULE 3

FORM OF MANAGER CERTIFICATE

(Clauses 7.3(a)(viii) / 7.4(a)(iv))

[●] 2017

DBS Bank Ltd. (DBS)

12 Marina Boulevard Level 46

DBS Asia Central @ Marina Bay Financial Centre

Singapore 018982

Merrill Lynch (Singapore) Pte. Ltd. (BAML)

50 Collyer Quay

#14-01, OUE Bayfront

Singapore 049321

Citigroup Global Markets Singapore Pte. Ltd. (Citi)

8 Marina View

#21-00 Asia Square Tower 1

Singapore 018960

Credit Suisse (Singapore) Limited (CS)

One Raffles Link

#03/#04-01 South Lobby

Singapore 039393

(DBS, BAML, Citi and CS, as the Joint Bookrunners and Underwriters under the Underwriting Agreement dated 2 November 2017 relating to the Offering (the Underwriting Agreement).

Dear Sirs

Offering of Units in the initial public offering by Keppel-KBS US REIT

I, the undersigned, being a duly authorised officer of Keppel-KBS US REIT Management Pte. Ltd., as manager of Keppel-KBS US REIT (the Manager), hereby certify on behalf of the Manager, without personal liability to me, that:

(a) each of the conditions set out in Clause 7.3/7.4* of the Underwriting Agreement have been satisfied;

(b) there has not been any material adverse change or development involving a prospective material adverse change, in or affecting (a) the financial condition, prospects, earnings, business, results of operations or assets of Keppel-KBS US REIT, its subsidiaries or on the Properties, in each case taken as a whole, whether or not arising in the ordinary course of business, or (b) the ability of Keppel-KBS REIT, the Manager or any of the Trust Group Entities to perform in any material respect its obligations under or with respect to, or to consummate the transactions contemplated by the Underwriting Agreement, the Transaction Documents, the Preliminary Prospectus and the Prospectus, in each case of (a) and (b), since the date of the Underwriting Agreement or from that set out in the Preliminary Prospectus and the Prospectus;

171

(c) the representations and warranties contained in Clause 3.1 of the Underwriting Agreement are true and correct, as at the date of this certificate in respect of the facts and circumstances existing as at today; and

(d) the Manager has complied with all of its obligations under the Underwriting Agreement and satisfied all the conditions on its part to be performed or satisfied under the Underwriting Agreement at or prior to the date hereof.

References to Clauses are to Clauses of the Underwriting Agreement. Unless the context otherwise requires, words and expressions uses shall have the meaning ascribed to them in the Underwriting Agreement.

This certificate is delivered to you pursuant to Clause 7.3(a)(vii)/7.4(a)(iv)* of the Underwriting Agreement.

Yours faithfully

..................................................

Name:

Designation:

for and on behalf of

Keppel-KBS US REIT Management Pte. Ltd.

(as manager of Keppel-KBS US REIT)

* to delete

172

SCHEDULE 4

FORM OF SPONSOR CERTIFICATE

(Clause 7.3(a)(ix)/7.4(a)(v))

Closing Certificate from [KPA / KC]

[●] 2017

DBS Bank Ltd. (DBS)

12 Marina Boulevard Level 46

DBS Asia Central @ Marina Bay Financial Centre

Singapore 018982

Merrill Lynch (Singapore) Pte. Ltd. (BAML)

50 Collyer Quay

#14-01, OUE Bayfront

Singapore 049321

Citigroup Global Markets Singapore Pte. Ltd. (Citi))

8 Marina View

#21-00 Asia Square Tower 1

Singapore 018960

Credit Suisse (Singapore) Limited (CS)

One Raffles Link

#03/#04-01 South Lobby

Singapore 039393

(DBS, BAML, Citi and CS, as the Joint Bookrunners and Underwriters under the Underwriting Agreement dated 2 November 2017 relating to the Offering (the Underwriting Agreement).

Dear Sirs

Offering of Units in the initial public offering by Keppel-KBS US REIT (

I, the undersigned, being a duly authorised officer of [KBS Pacific Advisors Pte. Ltd. / Keppel Capital Holdings Pte Ltd], hereby certify on behalf of [KBS Pacific Advisors Pte. Ltd. / Keppel Capital Holdings Pte Ltd] and its subsidiaries, without personal liability to me, that:

(a) each of the conditions set out in Clause 7.3/7.4* of the Underwriting Agreement have been satisfied;

(b) there has not been any material adverse change or development involving a prospective material adverse change, in or affecting (a) the financial condition, prospects, earnings, business, results of operations or assets of Keppel-KBS US REIT, its subsidiaries or on the Properties, in each case taken as a whole, whether or not arising in the ordinary course of business, or (b) the ability of [KBS Pacific Advisors Pte. Ltd. / Keppel Capital Holdings Pte Ltd] to perform in any material respect its obligations under or with respect to, or to consummate the transactions contemplated by the Underwriting Agreement, the Transaction Documents, the Preliminary Prospectus and the Prospectus, in each case of (a) and (b), since the

173

date of the Underwriting Agreement or from that set out in the Preliminary Prospectus and the Prospectus;

(c) the representations and warranties contained in Clause 3.2 of the Underwriting Agreement are true and correct, as at the date of this certificate in respect of the facts and circumstances existing as at today; and

(d) [KBS Pacific Advisors Pte. Ltd. / Keppel Capital Holdings Pte Ltd] has performed all of its obligations under the Underwriting Agreement and satisfied all the conditions on its part to be performed or satisfied under the Underwriting Agreement at or prior to the date hereof.

References to Clauses are to Clauses of the Underwriting Agreement. Unless the context otherwise requires, words and expressions uses shall have the meaning ascribed to them in the Underwriting Agreement.

This certificate is delivered to you pursuant to Clause 7.3(a)(viii)/7.4(a)(v)* of the Underwriting Agreement.

Yours faithfully

..................................................

Name:

Designation:

for and on behalf of

[KBS Pacific Advisors Pte. Ltd. / Keppel Capital Holdings Pte Ltd]

* to delete

174

SCHEDULE 5

FORM OF UNIT LENDER CERTIFICATE

(Clause 7.4(a)(vi))

Closing Certificate from [KBS SORP / KCIH]

[●] 2017

DBS Bank Ltd. (DBS)

12 Marina Boulevard Level 46

DBS Asia Central @ Marina Bay Financial Centre

Singapore 018982

Merrill Lynch (Singapore) Pte. Ltd. (BAML)

50 Collyer Quay

#14-01, OUE Bayfront

Singapore 049321

Citgroup Global Markets Singapore Pte. Ltd. (Citi)

8 Marina View

#21-00 Asia Square Tower 1

Singapore 018960

Credit Suisse (Singapore) Limited (CS)

One Raffles Link

#03/#04-01 South Lobby

Singapore 039393

(DBS, BAML, Citi and CS, as the Joint Bookrunners and Underwriters under the Underwriting Agreement dated 2 November 2017 relating to the Offering (the Underwriting Agreement).

Dear Sirs

Offering of Units in the initial public offering by Keppel-KBS US REIT

I, the undersigned, being a duly authorised officer of [KBS SOR Properties, LLC / Keppel Capital Investment Holdings Pte. Ltd.], hereby certify on behalf of [KBS SOR Properties, LLC / Keppel Capital Investment Holdings Pte. Ltd.] and its subsidiaries, without personal liability to me, that:

(e) each of the conditions set out in Clause 7.4 of the Underwriting Agreement have been satisfied;

(f) there has not been any material adverse change or development involving a prospective material adverse change, in or affecting (a) the financial condition, prospects, earnings, business, results of operations or assets of Keppel-KBS US REIT, its subsidiaries or on the Properties, in each case taken as a whole, whether or not arising in the ordinary course of business, or (b) the ability of [KBS SOR Properties, LLC / Keppel Capital Investment Holdings Pte. Ltd.] to perform in any material respect its obligations under or with respect to, or to consummate the transactions contemplated by the Underwriting Agreement, the Transaction

175

Documents, the Preliminary Prospectus and the Prospectus, in each case of (a) and (b), since the date of the Underwriting Agreement or from that set out in the Preliminary Prospectus and the Prospectus;

(g) the representations and warranties contained in Clause 3.3 of the Underwriting Agreement are true and correct, as at the date of this certificate in respect of the facts and circumstances existing as at today; and

(h) [KBS SOR Properties, LLC / Keppel Capital Investment Holdings Pte. Ltd.] has performed all of its obligations under the Underwriting Agreement and satisfied all the conditions on its part to be performed or satisfied under the Underwriting Agreement at or prior to the date hereof.

References to Clauses are to Clauses of the Underwriting Agreement. Unless the context otherwise requires, words and expressions uses shall have the meaning ascribed to them in the Underwriting Agreement. This certificate is delivered to you pursuant to Clause 7.4 of the Underwriting Agreement.

Yours faithfully

..............................................

Name:

Designation:

for and on behalf of

[KBS SOR Properties, LLC / Keppel Capital Investment Holdings Pte. Ltd.]

176

SCHEDULE 6

FORM OF STABILISING MANAGER APPOINTMENT LETTER

[●] 2017

To:	Singapore Exchange Securities Trading Limited 11 North Buona Vista Drive, #06-07 The Metropolis Tower 2 Singapore 138589
Attention:	Ms Frieda Choong / Ms Melissa Giang / Ms Charlotte Wong (IPO Admissions)

Dear Sirs,

INITIAL PUBLIC OFFERING OF KEPPEL-KBS US REIT

We refer to the offering (the Offering) in respect of units in Keppel-KBS US REIT and the Over-Allotment Option granted to DBS Bank Ltd., Merrill Lynch (Singapore) Pte. Ltd. (BAML), Citigroup Global Markets Singapore Pte. Ltd. and Credit Suisse (Singapore) Limited and, exercisable by BAML as described in the Prospectus dated 2 November 2017.

We hereby inform you pursuant to the Securities and Futures (Market Conduct) (Exemptions) Regulations 2006 (the Regulations) that we have designated [● name of Stabilising Manager] to be the stabilising manager for the purposes of carrying out stabilising action in connection with the Offering pursuant to the Regulations.

Yours faithfully

for and on behalf of

Keppel-KBS US REIT Management Pte. Ltd.

(as manager of Keppel-KBS US REIT)

Name:

Title:

177

SCHEDULE 7

NOTICE OF EXERCISE OF OVER ALLOTMENT OPTION

KBS SOR Properties, LLC (KBS SORP)

800 Newport Center drive, suite 700

Newport Beach, CA 92660

Fax:                 [●]

Attention:        [●]

Keppel Capital Investment Holdings Pte. Ltd.

(KCIH, and together with KBS SORP, the Unit Leaders)

1 Harbourfront Avenue

#18-01, Keppel Bay Tower

Singapore 098632

Fax:                 [●]

Attention:        [●]

With a copy to:

Keppel-KBS US REIT Management Pte. Ltd.

(as manager of Keppel-KBS US REIT) (the Manager)

230 Victoria Street

#05-08 Bugis Junction Towers

Singapore 188024

Fax:                 [●]

Attention:        [●]

Ladies and Gentlemen:

Reference is made to the Underwriting Agreement dated 2 November 2017 entered into between the Manager, KBS Pacific Advisors Pte. Ltd., Keppel Capital Holdings Pte Ltd, GKP Holding LLC, the Units Lenders and each of DBS Bank Ltd., Merrill Lynch (Singapore) Pte. Ltd., Citigroup Global Markets Singapore Pte. Ltd. and Credit Suisse (Singapore) Limited as Joint Bookrunners and Underwriters (the Underwriting Agreement), with respect to the subscription of units in Keppel-KBS US REIT (the Units) pursuant to the Underwriting Agreement. Terms not otherwise defined in this letter shall have the meaning given in the Underwriting Agreement.

This letter is being delivered to you pursuant to Clause 2.3 of the Underwriting Agreement whereby the Unit Lenders have granted an option to the Joint Bookrunners and Underwriters to purchase from the Unit Lenders, any proportion between them as may be determined by the Stabilising Manager in consultation with the other Joint Bookrunners and Underwriters up to an aggregate of 31,428,000 Over-Allotment Units.

The undersigned hereby exercises its option pursuant to Clause 2.3 of the Underwriting Agreement to purchase:

(i) [●] Over-Allotment Units from KCIH; and

178

(i) [●] Over-Allotment Units from KBS SORP,

on the terms and subject to the conditions of Clause 2.3 of the Underwriting Agreement, solely for the purpose of covering the over allotment of Units in the offering and sale of Units pursuant to the Public Offer and the Placement Tranche.

The Closing Date in respect of the above-mentioned purchase of Over-Allotment Units shall be [●] 2017.

Very truly yours,

[●]

By:

179

SCHEDULE 8

FORM OF TITLE INSURANCE POLICIES

180

           Owner’s Policy Owner’s Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 5011453-762885-12

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the “Company”) insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term “encroachment” includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

(Covered Risks Continued on Page 2)

In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A.

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

(This Policy is valid only when Schedules A and B are attached) This Jacket was created electronically and constitutes an original document

Copyright 2006-2009 American Land Title Association. All rights reserved. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association

Form 5011453 (7-1-14)                 Page 1 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

COVERED RISKS (Continued)

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(a) the occupancy, use, or enjoyment of the Land;

(b) the character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice.

6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors’ rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors’ rights laws by reason of the failure of its recording in the Public Records

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys’ fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys’ fees, or expenses that arise by reason of:

1.    (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions, or location of any improvement erected on the Land;

(iii) the subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public

Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

Form 5011453 (7-1-14)                 Page 2 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

CONDITIONS

1. DEFINITION OF TERMS

The following terms when used in this policy mean:

(a) “Amount of Insurance”: The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) “Date of Policy”: The date designated as “Date of Policy” in Schedule A.

(c) “Entity”: A corporation, partnership, trust, limited liability company, or other similar legal entity.

(d) “Insured”: The Insured named in Schedule A.

(i) The term “Insured” also includes

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title

(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured,

(2) if the grantee wholly owns the named Insured,

(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) “Insured Claimant”: An Insured claiming loss or damage.

(f) “Knowledge” or “Known”: Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) “Land”: The land described in Schedule A, and affixed improvements that by law constitute real property. The term “Land” does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) “Mortgage”: Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) “Public Records”: Records established under state statutes at Date of Policy for the purpose of imparting constructive

notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), “Public Records” shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) “Title”: The estate or interest described in Schedule A.

(k) “Unmarketable Title”: Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT

The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company’s liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

4. PROOF OF LOSS

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS

(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

Form 5011453 (7-1-14)                 Page 3 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

CONDITIONS (Continued)

(b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company’s expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company’s obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or

(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company’s obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of

(i) the Amount of Insurance; or

(ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys’ fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

Form 5011453 (7-1-14)                 Page 4 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

CONDITIONS (Continued)

9. LIMITATION OF LIABILITY

(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company’s consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY

All payments under this policy, except payments made for costs, attorneys’ fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys’ fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company’s right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title

Association (“Rules”). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITY

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located.

Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way; Santa Ana, CA 92707. Phone: 888-632-1642.

Form 5011453 (7-1-14)                 Page 5 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

           Schedule A Owner’s Policy of Title Insurance   ISSUED BY First American Title Insurance Company   POLICY NUMBER 762885-12

Name and Address of Title Insurance Company:

First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707.

File No.: NCS-762885-12-SA1

Address Reference: QBE Corporate Campus 156th         Amount of Insurance: $131,150,000.00

Avenue, Bellevue, WA

Premium: $____________                                                        Date of Policy: Date of Recording Time of Recording

1. Name of Insured:

Keppel-KBS Bellevue Technology Center, Inc., a Delaware corporation

2. The estate or interest in the Land that is insured by this policy is:

Fee Simple

3. Title is vested in:

Keppel-KBS Bellevue Technology Center, Inc., a Delaware corporation

4. The Land referred to in this policy is described as follows:

LOTS 1 THROUGH 6, INCLUSIVE, OF UNIGARD INSURANCE COMPANY UNIGARD PARK BINDING SITE PLAN, ACCORDING TO PLAT THEREOF RECORDED IN VOLUME 198 OF PLATS, PAGES 28 THROUGH 35, INCLUSIVE, RECORDS OF KING COUNTY, WASHINGTON.

APN: 880300-0010-00 and 880300-0020-08 and 880300-0030-06 and 880300-0040-04 and 880300-0050-01 and 880300-0060-09

Form 5011453 (7-1-14)                 Page 6 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

           Schedule B Owner’s Policy of Title Insurance   ISSUED BY First American Title Insurance Company   POLICY NUMBER 762885-12

EXCEPTIONS FROM COVERAGE

File No.: NCS-762885-12-SA1

This policy does not insure against loss or damage, and the Company will not pay costs, attorneys’ fees, or expenses that arise by reason of:

1. General Taxes for the year 2017.

Tax Account No.:		880300-0010-00
Amount Billed:	$	187,921.17
Amount Paid:	$	93,960.59
Amount Due:	$	93,960.58
Assessed Land Value:	$	21,547,900.00
Assessed Improvement Value:	$	1,000.00

(Affects Lot 1)

2. General Taxes for the year 2017.

Tax Account No.:		880300-0020-08
Amount Billed:	$	2,753.59
Amount Paid:	$	1,376.80
Amount Due:	$	1,376.79
Assessed Land Value:	$	314,300.00
Assessed Improvement Value:	$	0.00

(Affects Lot 2)

3. General Taxes for the year 2017.

Tax Account No.:		880300-0030-06
Amount Billed:	$	452,058.36
Amount Paid:	$	226,029.18
Amount Due:	$	226,029.18
Assessed Land Value:	$	17,027,700.00
Assessed Improvement Value:	$	34,812,300.00

(Affects Lot 3)

4. General Taxes for the year 2017.

Tax Account No.:		880300-0040-04
Amount Billed:	$	110,565.75
Amount Paid:	$	55,282.88
Amount Due:	$	55,282.87
Assessed Land Value:	$	11,178,600.00

Form 5011453 (7-1-14)                 Page 7 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

Assessed Improvement Value: $       1,499,400.00

(Affects Lot 4)

5. General Taxes for the year 2017.

Tax Account No.:		880300-0050-01
Amount Billed:	$	1,325.94
Amount Paid:	$	662.97
Amount Due:	$	662.97
Assessed Land Value:	$	150,700.00
Assessed Improvement Value:	$	0.00

(Affects Lot 5)

6. General Taxes for the year 2017.

Tax Account No.:		880300-0060-09
Amount Billed:	$	1,437.65
Amount Paid:	$	718.83
Amount Due:	$	718.82
Assessed Land Value:	$	163,500.00
Assessed Improvement Value:	$	0.00

(Affects Lot 6)

7. This item has been intentionally deleted.

8. Potential charges, for the King County Sewage Treatment Capacity Charge, as authorized under RCW 35.58 and King County Code 28.84.050. Said charges could apply for any property that connected to the King County Sewer Service area on or after February 1, 1990. None due and payable.

9. Facility Charges, if any, including but not limited to hook-up, or connection charges and latecomer charges for water or sewer facilities of City of Redmond as disclosed by instrument recorded August 09, 1994 and December 20, 1996 as recording nos. 9408091502 and 9612200938. None due and payable.

10. Right of King County to make necessary slopes for cuts or fills upon said premises for Road, acquired by condemnation decree entered in King County Superior Court Cause No. 2333077.

11. Right to make necessary slopes for cuts or fills upon said premises for road as granted by deed recorded under recording no. 5171895.

12. Right to make necessary slopes for cuts or fills upon said premises for road as granted by deed recorded under recording no. 5171896.

13. Right to make necessary slopes for cuts or fills upon said premises for road as granted by deed recorded under recording no. 5252998.

14. Easement, including terms and provisions contained therein:

Recording Date:                             January 28, 1966

Recording Information:                   5982733

Form 5011453 (7-1-14)                 Page 8 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

	In Favor of:	Lake Hills Sewer District
	For:	Sewer Line
	Affects:	as described therein.
15.	Easement, including terms and provisions contained therein:
	Recording Date:	December 11, 1973
	Recording Information:	7312110290
	In Favor of:	The City of Bellevue
	For:	Water Line
	Affects:	as described therein.
16.	Easement, including terms and provisions contained therein:
	Recording Date:	February 01, 1974
	Recording Information:	7402010413
	In Favor of:	Puget Sound Power & Light Company
	For:	Underground Electric System
	Affects:	as described therein.
17.	Easement, including terms and provisions contained therein:
	Recording Date:	March 04, 1974
	Recording Information:	7403040364
	In Favor of:	The City of Bellevue
	For:	Sewer Line
	Affects:	as described therein.
18.	Reservation of easement and the terms and conditions thereof:
	Reserved by: The City of Bellevue
	Purpose: Utilities
	Area Affected: Vacated Streets
	Recorded: January 30, 1975
	Recording No.: 7501300474
19.	Easement, including terms and provisions contained therein:
	Recording Date:	September 17, 1976
	Recording Information:	7609170741
	In Favor of:	The City of Bellevue
	For:	Slopes, Landscaping and Sidewalks
	Affects:	as described therein.
20.	The terms and provisions contained in the document entitled “Concomitant Agreement” recorded October 31, 1979 as Recording No. 7910311177 of Official Records.
21.	The terms and provisions contained in the document entitled “Concomitant Zoning Agreement” recorded February 24, 1981 as Recording No. 8102240789 of Official Records.
22.	Easement, including terms and provisions contained therein:
	Recording Date:	November 24, 1982
	Recording Information:	8211240192
	In Favor of:	The City of Bellevue
	For:	Sidewalks
	Affects:	as described therein.

Form 5011453 (7-1-14)                 Page 9 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

23.	Easement, including terms and provisions contained therein:
	Recording Date:	November 01, 1991
	Recording Information:	9111010266
	In Favor of:	Washington Natural Gas Company
	For:	Gas Pipeline
	Affects:	as described therein.
24.	The terms and provisions contained in the document entitled “Concomitant Agreement” recorded January 17, 1992 as Recording No. 9201170525 of Official Records.
25.	Easement, including terms and provisions contained therein:
	Recording Date:	August 30, 1994
	Recording Information:	9408301562
	In Favor of:	The City of Bellevue
	For:	Sidewalks and Utilities
	Affects:	as described therein.
	Said instrument is a re-record of recording no(s). 9312022314, recorded December 02, 1993.
26.	Easement, including terms and provisions contained therein:
	Recording Date:	February 23, 2000
	Recording Information:	20000223001425
	In Favor of:	The City of Bellevue
	For:	Sidewalks and Utilities
	Affects:	as described therein.
27.	The terms and provisions contained in the document entitled “Agreement” recorded February 23, 2000 as Recording No. 20000223001426 of Official Records.
28.	Easement, including terms and provisions contained therein:
	Recording Date:	October 12, 2000
	Recording Information:	20001012001607
	In Favor of:	Puget Sound Energy, Inc
	For:	Transmission, Distribution and Sale of Electricity
	Affects:	as described therein.
29.	Terms and Conditions of Planned Unit Development known as Unigard Park, filed with the city of Bellevue under file No. PC-B71-7, as amended, as disclosed by Deed recorded December 30, 1985 under Recording No. 8512300754
30.	The terms and provisions contained in the document entitled “City of Bellevue Ordinance No. 4318” recorded January 17, 1992 as Recording No. 9201170526 of Official Records.
31.	Restrictions, conditions, dedications, notes, easements and provisions, if any, as contained and/or delineated on the face of the Unigard Insurance Company Unigard Park Binding Site Plan recorded February 26, 2001 as Recording No. 20010226001285, in King County, Washington.
32.	Covenants, conditions, restrictions and/or easements:
	Recorded:	March 13, 2001
	Recording No.:	20010313001629

Form 5011453 (7-1-14)                 Page 10 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

Document(s) declaring modifications thereof recorded July 31, 2012 as Recording No. 20120731000648 of Official Records.

33. Easement, including terms and provisions contained therein:

Recording Date:	May 21, 2012
Recording Information:	20120521001293
In Favor of:	The City of Bellevue
For:	Sidewalks and Utilities
Affects:	as described therein.

34. The terms and provisions contained in the document entitled “Storm Drainage Maintenance & Operations Schedule” recorded April 18, 2014 as Recording No. 20140418001014 of Official Records.

35. This item has been intentionally deleted.

36. This item has been intentionally deleted.

37. This item has been intentionally deleted.

38. This item has been intentionally deleted.

39. This item has been intentionally deleted.

40. Rights of tenants in possession, as tenants only, under unrecorded leases or rental agreements as shown on the rent roll attached hereto, which rights do not include any rights of first refusal or options to purchase all or any portion of the Land.

41. This item has been intentionally deleted.

42. This item has been intentionally deleted.

43. This item has been intentionally deleted.

44. The terms and provisions contained in the document entitled “Declaration Regarding Shared Parking Agreement” recorded March 10, 2016 as Recording No. 20160310000808 of Official Records.

Document re-recorded March 21, 2016 as Recording No. 20160321000731 of Official Records.

45. The terms and provisions contained in the document entitled “Storm Drainage Operations & Maintenance Manual Agreement for Utility Extension Agreements (UE) (MR #1-9)” recorded May 24, 2017 as Recording No. 20170524001109 of Official Records.

(Affects Lot 1)

46. This item has been intentionally deleted.

47. This item has been intentionally deleted.

48. This item has been intentionally deleted.

Form 5011453 (7-1-14)                 Page 11 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

49. This item has been intentionally deleted.

50. This item has been intentionally deleted.

51. Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and not shown by the public records.

Form 5011453 (7-1-14)                 Page 12 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

COVENANTS, CONDITIONS AND RESTRICTIONS -

IMPROVED LAND - OWNER’S POLICY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-12

File No.: NCS-762885-12-SA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only,

a. “Covenant” means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

b. “Improvement” means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

b. Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or

c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or

c. except as provided in Section 3.c, any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

Form 5011453 (7-1-14)                 Page 13 of 23                 ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10801 (7-1-14)     Page 14 of 23         ALTA 9.2-06  Covenants, Conditions and Restrictions Improved Land - Owner’s Policy (Rev. 4-2-12)

Form 5011453 (7-1-14)                 Page 14 of 23                     ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

ACCESS AND ENTRY

ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-12

File No.: NCS-762885-12-SA1

The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from NE 24th Street, Northrop Way, and 156th Avenue NE (the “Street”), (ii) the Street is not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that portion of the Street abutting the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10045 (7-1-14) Page 15 of 23 ALTA 17-06 Access and Entry (6-17-06)

Form 5011453 (7-1-14)                 Page 15 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

LOCATION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-12

File No.: NCS-762885-12-SA1

The Company insures against loss or damage sustained by the Insured by reason of the failure of a

Commercial Structure

known as 15805 NE 24th Street, Belleview WA,

to be located on the Land at Date of Policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10054 (7-1-14) Page 16 of 23 ALTA 22-06 Location (6-17-06)

Form 5011453 (7-1-14)                 Page 16 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

SAME AS SURVEY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-12

File No.: NCS-762885-12-SA1

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey made by WH Pacific dated October 5, 2017 and last revised _________, 2017, and designated Job No. 019647-V-AS01.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10059 (7-1-14) Page 17 of 23 ALTA 25-06 Same as Survey (10-16-08) CLTA 116.1-06 (10-16-08)

Form 5011453 (7-1-14)                 Page 17 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

CONTIGUITY - MULTIPLE

PARCELS ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-12

File No.: NCS-762885-12-SA1

The Company insures against loss or damage sustained by the Insured by reason of:

1. the failure of Lots 1 through 6 of the Land to be contiguous along their common boundary lines, as depicted on the Survey referenced in the ALTA 25 endorsement attached to the Policy.

; or

2. the presence of any gaps, strips, or gores separating any of the contiguous boundary lines described above.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10050 (7-1-14) Page 18 of 23 ALTA 19-06 Contiguity - Multiple Parcels  (6-17-06)

Form 5011453 (7-1-14)                 Page 18 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

MULTIPLE TAX PARCEL

ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-12

File No.: NCS-762885-12-SA1

The Company insures against loss or damage sustained by the Insured by reason of:

1. those portions of the Land identified below not being assessed for real estate taxes under the listed tax identification numbers or those tax identification numbers including any additional land:

Parcel:	Tax Identification Numbers:
Lot 1	880300-0010-00
Lot 2	880300-0020-08
Lot 3	880300-0030-06
Lot 4	880300-0040-04
Lot 5	880300-0050-01
Lot 6	880300-0060-09

2. the easements, if any, described in Schedule A being cut off or disturbed by the nonpayment of real estate taxes, assessments or other charges imposed on the servient estate by a governmental authority.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10049 (7-1-14) Page 19 of 23 ALTA 18.1-06 Multiple Tax Parcel (6-17-06)

Form 5011453 (7-1-14)                 Page 19 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

SUBDIVISION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:762885-12

File No.: NCS-762885-12-SA1

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land to constitute a lawfully created parcel according to the subdivision statutes and local subdivision ordinances applicable to the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10061 (7-1-14) Page 20 of 23 ALTA 26-06 Subdivision (10-16-08)

Form 5011453 (7-1-14)                 Page 20 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

ZONING - COMPLETED

STRUCTURE ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-12

File No.: NCS-762885-12-SA1

1. The Company insures against loss or damage sustained by the Insured in the event that, at Date of Policy,

a. according to applicable zoning ordinances and amendments, the Land is not classified Zone “O” Office District;

b. the following use or uses are not allowed under that classification: Professional Office Building

c. There shall be no liability under paragraph 1.b. if the use or uses are not allowed as the result of any lack of compliance with any conditions, restrictions, or requirements contained in the zoning ordinances and amendments, including but not limited to the failure to secure necessary consents or authorizations as a prerequisite to the use or uses. This paragraph 1.c. does not modify or limit the coverage provided in Covered Risk 5.

2. The Company further insures against loss or damage sustained by the Insured by reason of a final decree of a court of competent jurisdiction either prohibiting the use of the Land, with any existing structure, as specified in paragraph 1.b. or requiring the removal or alteration of the structure, because, at Date of Policy, the zoning ordinances and amendments have been violated with respect to any of the following matters:

a. Area, width, or depth of the Land as a building site for the structure

b. Floor space area of the structure

c. Setback of the structure from the property lines of the Land

d. Height of the structure, or

e. Number of parking spaces.

3. There shall be no liability under this endorsement based on:

a. the invalidity of the zoning ordinances and amendments until after a final decree of a court of competent jurisdiction adjudicating the invalidity, the effect of which is to prohibit the use or uses;

b. the refusal of any person to purchase, lease or lend money on the Title covered by this policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

Form 5011453 (7-1-14)                 Page 21 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

    Form 50-10576 (7-1-14)     Page 22 of 23     ALTA 3.1-06 Zoning - Completed Structure (Rev. 10-22-09) CLTA 123.2-06 (Rev. 10-22-09)

Form 5011453 (7-1-14)                 Page 22 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

EASEMENT - DAMAGE OR ENFORCED REMOVAL ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy Number.: 762885-12

Fileno.: NCS-762885-12-SA1

The Company insures against loss or damage sustained by the Insured if the exercise of the granted or reserved rights to use or maintain the easement(s) referred to in the Exception(s) 14-19, 22, 23, 25, 26, 28, 31, 32, 33 of Schedule B results in:

(1) damage to an existing building located on the Land, or

(2) enforced removal or alteration of an existing building located on the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of thepolicy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

    Form 50-10588 (7-1-14)     Page 23 of 23 ALTA 28-06 Easement - Damage or Enforced Removal (Rev. 2-3-10)

Form 5011453 (7-1-14)                 Page 23 of 23                          ALTA Owner’s Policy of Title Insurance (6-17-06) Washington

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) 1100302P050600 Policy Page 1 Policy Number:            

OWNER’S POLICY OF TITLE INSURANCE

ISSUED BY

First American Title Insurance Company

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the “Company”) insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term ”encroachment” includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(a) the occupancy, use, or enjoyment of the Land;

(b) the character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice.

6. An enforcement action based on the exercise of a governmental

police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors’ rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors’ rights laws by reason of the failure of its recording in the Public Records    

(i) to be timely, or    

(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys’ fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions.

First American Title Insurance Company

/s/ Dennis J. Gilmore                        

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson                        

Jeffrey S. Robinson

Secretary

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 2 Policy Number:

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys’ fees, or expenses that arise by reason of:

1.     (a)     Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to    

(i) the occupancy, use, or enjoyment of the Land;    

(ii) the character, dimensions, or location of any improvement erected on the Land;    

(iii) the subdivision of land; or    

(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risks 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CONDITIONS

1.     DEFINITION OF TERMS

The following terms when used in this policy mean:

(a) “Amount of Insurance”: The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) “Date of Policy”: The date designated as “Date of Policy” in Schedule A.

(c) “Entity”: A corporation, partnership, trust, limited liability company, or other similar legal entity.

(d) “Insured”: The Insured named in Schedule A.    

(i) The term “Insured” also includes

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;    

(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;    

(C) successors to an Insured by its conversion to another kind of Entity;    

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title    

(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured,    

(2) if the grantee wholly owns the named Insured,    

(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or    

(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) “Insured Claimant”: An Insured claiming loss or damage.

(f) “Knowledge” or “Known”: Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) “Land”: The land described in Schedule A, and affixed improvements that by law constitute real property. The term “Land” does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) “Mortgage”: Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) “Public Records”: Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), “Public Records” shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) “Title”: The estate or interest described in Schedule A.

(k) “Unmarketable Title”: Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2.     CONTINUATION OF INSURANCE

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3.     NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT

The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company’s liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

4.     PROOF OF LOSS

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5.     DEFENSE AND PROSECUTION OF ACTIONS

(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 3 Policy Number:

Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company’s expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company’s obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay.    Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or

(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs,

attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company’s obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of

(i) the Amount of Insurance; or

(ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,    

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys’ fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY

(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company’s consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY

All payments under this policy, except payments made for costs, attorneys’ fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys’ fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 4 Policy Number:

(b) The Company’s right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association (“Rules”). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITY

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located.    Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 1 First American Way, Santa Ana, CA 92707, Attn: Claims Department.

POLICY OF TITLE INSURANCE

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 5 Policy Number:

SCHEDULE A

First American Title Insurance Company

Name and Address of the issuing Title Insurance Company:

First American Title Insurance Company

18500 Von Karman Ave, Suite 600

Irvine, CA 92612

File No.: NCS-762885-08-SA1                                                               Policy No.:

Address Reference: 10800 and 10900 Northeast, 8th Street, Bellevue, WA

Amount of Insurance: $240,000,000.00                                                Premium: $

Date of Policy: __/__/2017 at ________

1. Name of Insured:

Keppel-KBS Plaza Buildings, Inc., a Delaware corporation

2. The estate or interest in the Land that is insured by this policy is:

Fee Simple

3. Title is vested in:

Keppel-KBS Plaza Buildings, Inc., a Delaware corporation

4. The Land referred to in this policy is described as follows:

Real property in the City of Bellevue, County of King, State of Washington, described as follows:

PARCELS A, B AND C, CITY OF BELLEVUE BOUNDARY LINE ADJUSTMENT NO. 14-144358 LW, RECORDED APRIL 21, 2015 UNDER RECORDING NO. 20150421900015, IN KING COUNTY, WASHINGTON.

APN: 292505-9357-03 and 292505-9358-02 and 292505-9048-08

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 6 Policy Number:

SCHEDULE B
File No.: NCS-762885-08-SA1	Policy No.:
EXCEPTIONS FROM COVERAGE
This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys’ fees, or expenses that arise by reason of:

1.	Easement, including terms and provisions contained therein:
	Recording Information:	4237296, recorded May 19, 1952
	For:	Installation and maintenance of utilities and drainage facilities
	Affects:	(Parcels B and C) as described therein
	Document re-recorded as Recording No. 4239751 of Official Records.
2.	Easement, including terms and provisions contained therein:
	Recording Date:	June 09, 1964
	Recording Information:	5746167
	In Favor of:	Puget Sound Power & Light Company, a Washington
		corporation
	For:	Electric distribution line
	Affects:	(Parcels A and B) as described therein.
3.	Easement, including terms and provisions contained therein:
	Recording Date:	June 09, 1964
	Recording Information:	5746168
	In Favor of:	Puget Sound Power & Light Company, a Washington
		corporation
	For:	Electric distribution line
	Affects:	(Parcel B) as described therein.
4.	Easement, including terms and provisions contained therein:
	Recording Date:	December 09, 1977
	Recording Information:	7712090813
	In Favor of:	City of Bellevue, a municipal corporation
	For:	Sidewalk and pedestrian purposes
	Affects:	as described therein.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 7 Policy Number:

5.	Easement, including terms and provisions contained therein:
	Recording Date:	January 18, 1979
	Recording Information:	7901180955
	In Favor of:	Pacific Northwest Bell Telephone Company, a Washington
		corporation
	For:	Underground communication lines, conduit and manhole with
		wires, cables, fixtures and appurtenances attached thereto
	Affects:	Westerly portion of Parcel A
6.	Easement, including terms and provisions contained therein:
	Recording Date:	May 27, 1982
	Recording Information:	8205270568
	In Favor of:	Puget Sound Power & Light Company, a Washington
		corporation
	For:	Underground electric transmission and/or distribution system
	Affects:	Northerly portions of Parcels A and B
	Said instrument is a re-record of recording no(s). 7905040720, recorded May 04, 1979.
7.	Easement, including terms and provisions contained therein:
	Recording Date:	January 13, 1983
	Recording Information:	8301130483
	In Favor of:	Puget Sound Power & Light Company, a Washington
		corporation
	For:	Underground electric transmission and/or distribution system
	Affects:	(Parcels B and C) as described therein.
8.	Terms and conditions of easement appurtenant to said premises, as reserved in Quit Claim Deed:
	Purpose: Construction, maintenance, operation and replacement of the existing canopy or
	covering, walkways, handrails and related accessories
	Recording Date: August 4, 1983
	Recording No.: 8308040699
9.	Easement, including terms and provisions contained therein:
	Recording Date:	August 04, 1983
	Recording Information:	8308040700
	In Favor of:	City of Bellevue, a municipal corporation
	For:	Construction and maintenance of traffic signal/lighting pole
	Affects:	Southeasterly portion of Parcel C

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 8 Policy Number:

10.	Easement, including terms and provisions contained therein:
	Recording Information:	20060829000775, recorded August 29, 2006
	For:	Driveway
	Affects:	Northerly portion of Parcel B
11.	Easement, including terms and provisions contained therein:
	Recording Date:	May 9, 2014
	Recording Information:	20140509000085
	In Favor of:	City of Bellevue, a municipal corporation
	For:	Water meter and all necessary connections and appurtenances
		thereto
	Affects:	(Parcel B) as described therein.
12.	Restrictions, conditions, dedications, notes, easements and provisions, if any, as contained and/or delineated on the face of the plat of Carroll-Hedlund‘s 1st Addition to Bellevue recorded in Volume 49 of Plats, Pages 58 and 59, in King County, Washington.
13.	Covenants, conditions, restrictions and/or easements:
	Recorded:	August 30, 1982
	Recording No.:	8204301077
	Document(s) declaring modifications thereof recorded June 05, 1984 as Recording No. 8406051091 of Official Records.
14.	Terms, covenants, conditions and restrictions as contained in recorded Lot Line Adjustment
	(Boundary Line Revision) 14-144358 LW :
	Recorded:	April 21, 2015
	Recording Information:	20150421900015

15. The terms and provisions contained in the document entitled “Concomitant Zoning Agreement” recorded July 12, 1978 as Recording No. 7807121073 of Official Records.

16. The terms, provisions and easement(s) contained in the document entitled “Parking Agreement” recorded August 25, 1978 as Recording No. 7808250969 of Official Records.

17. The terms and provisions contained in the document entitled “Agreement” recorded May 26, 1982 as Recording No. 8205260661 of Official Records.

18. The terms, provisions and easement(s) contained in the document entitled “Parking Easement and Agreement” recorded February 05, 2001 as Recording No. 20010205001290 of Official Records.

19. The terms, provisions and easement(s) contained in the document entitled “Parking Easement and Agreement” recorded February 05, 2001 as Recording No. 20010205001296 of Official Records.

20. The terms, provisions and easement(s) contained in the document entitled “Parking Covenant Agreement (Agreement to Rent/Lease of Parking Spaces)” recorded March 29, 2010 as Recording No. 20100329001691 of Official Records.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 9 Policy Number:

21. The terms, provisions and easement(s) contained in the document entitled “Reciprocal Crane Swing License and Construction and Shoring Easement Agreement” recorded July 12, 2016 as Recording No. 20160712000637 of Official Records.

22. The terms and provisions contained in the document entitled “City of Bellevue Staff Report” recorded December 19, 2016 as Recording No. 20161219000579 of Official Records.

23. This item has been intentionally deleted.

24. Facility Charges, if any, including but not limited to hook-up, or connection charges and latecomer charges for water or sewer facilities of City of Bellevue as disclosed by instrument recorded December 20, 1996 as Recording No. 9612200938.

Document re-recorded July 27, 2017 as Recording No. 20170727001075 of Official Records.

25. This item has been intentionally deleted.

26. This item has been intentionally deleted.

27.	General Taxes for the year 2017.
	Tax Account No.:	292505-9357-03
	Amount Billed:	$         341,757.39
	Amount Paid:	$         170,878.70
	Amount Due:	$         170,878.69
	Assessed Land Value:	$    17,647,200.00
	Assessed Improvement Value:	$    21,543,800.00
	(Affects Parcel A)
28.	General Taxes for the year 2017.
	Tax Account No.:	292505-9358-02
	Amount Billed:	$         298,969.56
	Amount Paid:	$         149,484.78
	Amount Due:	$         149,484.78
	Assessed Land Value:	$    34,283,100.00
	Assessed Improvement Value:	$             1,000.00
	(Affects Parcel B)
29.	General Taxes for the year 2017.
	Tax Account No.:	292505-9048-08
	Amount Billed:	$         817,275.24
	Amount Paid:	$         408,637.62
	Amount Due:	$         408,637.62
	Assessed Land Value:	$    11,213,200.00
	Assessed Improvement Value:	$    82,509,800.00
	(Affects Parcel C)
30.	This item has been intentionally deleted.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 10 Policy Number:

31. Rights of tenants, as tenants only, under unrecorded written leases. Said leases contain no option to purchase or right of first refusal.

32. This item has been intentionally deleted.

33. This item has been intentionally deleted.

34. The following matters disclosed by an ALTA/NSPS survey made by Bush, Roed & Hitchings, Inc. on 8/30/2017, designated Job No. 2007052.04:

A) pedestrian access across the north boundary of the property as evidenced by brick walks crossing said boundary.

B) Curbs and planters cross into the street right of way of 109th Street.

C) A 0.1’ to 0.5’ encroachment of a building and support columns into the street right of way of 110th Street.

D) A 4.5’ encroachment of building stairs into the street right of way of 110th Street.

E) A 4.9’ encroachment of a building overhang into the street right of way of 110th Street.

F) A 3’ encroachment of a sidewalk handicap ramp onto the property from the street right of way at the southeast corner of said property.

G) An encroachment of 3 building over portions of an easement for electric utility purposes. Said easement recorded June 9, 1964 as instrument no. 5746168 of official records (item 3).

H) An encroachment of 2 buildings over portions of an easement for utility and drainage purposes. Said easement recorded may 19, 1952 as instrument no. 4237296 of official records (item 1).

I) Numerous utility structures located over various portions of the property.

35. This item has been intentionally deleted.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 11 Policy Number:

COMMERCIAL ENVIRONMENTAL

PROTECTION LIEN ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:    

File No.: NCS-762885-08-SA1

The Company insures against loss or damage sustained by the Insured by reason of an environmental protection lien that, at Date of Policy, is recorded in the Public Records or filed in the records of the Clerk of the United States District Court for the district in which the Land is located, unless the environmental protection lien is set forth as an exception in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10021 (7-1-14)             Page 11 of 26         ALTA 8.2-06 Commercial Environmental Protection Lien (10-16-08) CLTA 110.9.1-06 (10-16-08)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 12 Policy Number:

COVENANTS, CONDITIONS AND RESTRICTIONS -

IMPROVED LAND - OWNER’S POLICY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-08-SA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only,

a. “Covenant” means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

b. “Improvement” means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

b. Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or

c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or

c. except as provided in Section 3.c, any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 13 Policy Number:

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10801 (7-1-14)         Page 13 of 26         ALTA 9.2-06 Covenants, Conditions and Restrictions Improved Land - Owner’s Policy (Rev. 4-2-12)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 14 Policy Number:

PRIVATE RIGHTS - OWNER’S POLICY

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-08-SA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only:

a. “Covenant” means a covenant, condition, limitation or restriction in a document or instrument recorded in the Public Records at Date of Policy.

b. “Private Right” means (i) an option to purchase; (ii) a right of first refusal; or (iii) a right of prior approval of a future purchaser or occupant.

3. The Company insures against loss or damage sustained by the Insured under this Owner’s Policy if enforcement of a Private Right in a Covenant affecting the Title at Date of Policy based on a transfer of Title on or before Date of Policy causes a loss of the Insured’s Title.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land;

c. any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances; or

d. any Private Right in an instrument identified in Exception(s) None in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10892 (7-1-14)     Page 14 of 26 ALTA 9.9-06 Private Rights - Owner’s Policy (Rev. 4-2-13)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 15 Policy Number:

ACCESS AND ENTRY

ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-08-SA1

The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from 108th Avenue, NE, 109th Avenue NE, and NE 8th Street (collectively the “Streets”), (ii) the Streets are not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along those portions of the Streets abutting the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10045 (7-1-14)     Page 15 of 26 ALTA 17-06 Access and Entry (6-17-06)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 16 Policy Number:

UTILITY ACCESS ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-08-SA1

The Company insures against loss or damage sustained by the Insured by reason of the lack of a right of access to the following utilities or services:

X    Water service	X    Natural gas service	X     Telephone service
X    Electrical power service	X    Sanitary sewer	X     Storm water drainage

either over, under or upon rights-of-way or easements for the benefit of the Land because of:

(1) a gap or gore between the boundaries of the Land and the rights-of-way or easements;

(2) a gap between the boundaries of the rights-of-way or easements; or

(3) a termination by a grantor, or its successor, of the rights-of-way or easements.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10047 (7-1-14)         Page 16 of 26 ALTA 17.2-06 Utility Access (10-16-08)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 17     Policy Number:     

MULTIPLE TAX PARCEL

ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-08-SA1

The Company insures against loss or damage sustained by the Insured by reason of:

1. those portions of the Land identified below not being assessed for real estate taxes under the listed tax identification numbers or those tax identification numbers including any additional land:

Parcel:	Tax Identification Numbers:
Parcel A	292505-9357
Parcel B	292505-9358
Parcel C	292505-9048

2. the easements, if any, described in Schedule A being cut off or disturbed by the nonpayment of real estate taxes, assessments or other charges imposed on the servient estate by a governmental authority.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10049 (7-1-14)             Page 17 of 26         ALTA 18.1-06 Multiple Tax Parcel (6-17-06)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 18 Policy Number:

ENDORSEMENT

Attached to Policy No.

Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of:

1. the failure of the easterly boundary line of Parcel A of the Land to be contiguous to the westerly boundary line of Parcel B of the Land, or the easterly boundary line of Parcel B of the Land to be contiguous to the westerly boundary line of Parcel C of the Land; or

2. the presence of any gaps, strips, or gores separating any of the contiguous boundary lines described above.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 19-06 (Contiguity-Multiple Parcels)

Adopted 6/17/06

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 19 Policy Number:

LOCATION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-08-SA1

The Company insures against loss or damage sustained by the Insured by reason of the failure of a

Professional Office Building

known as 10800 and 10900 NE 8th Street, King County, WA,

to be located on the Land at Date of Policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10054 (7-1-14)     Page 19 of 26         ALTA 22-06 Location (6-17-06)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 20 Policy Number:

SAME AS SURVEY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-08-SA1

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey made by Bush Roed & Hitchings, Inc. dated August 30, 2017, last revised ____________, and designated Job No. 2007052.04.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10059 (7-1-14)     Page 20 of 26         ALTA 25-06 Same as Survey (10-16-08) CLTA 116.1-06 (10-16-08)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 21 Policy Number:

SUBDIVISION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-08-SA1

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land to constitute a lawfully created parcel according to the subdivision statutes and local subdivision ordinances applicable to the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10061 (7-1-14)             Page 21 of 26         ALTA 26-06 Subdivision (10-16-08)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 22 Policy Number:

ZONING - COMPLETED

STRUCTURE ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-08-SA1

1. The Company insures against loss or damage sustained by the Insured in the event that, at Date of Policy,

a. according to applicable zoning ordinances and amendments, the Land is not classified Zone DNTN-O-2 (Downtown Office District 2, within the Core Design District);

b. the following use or uses are not allowed under that classification: Professional Office Building with Accessory Parking Garage

c. There shall be no liability under paragraph 1.b. if the use or uses are not allowed as the result of any lack of compliance with any conditions, restrictions, or requirements contained in the zoning ordinances and amendments, including but not limited to the failure to secure necessary consents or authorizations as a prerequisite to the use or uses. This paragraph 1.c. does not modify or limit the coverage provided in Covered Risk 5.

2. The Company further insures against loss or damage sustained by the Insured by reason of a final decree of a court of competent jurisdiction either prohibiting the use of the Land, with any existing structure, as specified in paragraph 1.b. or requiring the removal or alteration of the structure, because, at Date of Policy, the zoning ordinances and amendments have been violated with respect to any of the following matters:

a. Area, width, or depth of the Land as a building site for the structure

b. Floor space area of the structure

c. Setback of the structure from the property lines of the Land

d. Height of the structure, or

e. Number of parking spaces.

3. There shall be no liability under this endorsement based on:

a. the invalidity of the zoning ordinances and amendments until after a final decree of a court of competent jurisdiction adjudicating the invalidity, the effect of which is to prohibit the use or uses;

b. the refusal of any person to purchase, lease or lend money on the Title covered by this policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 23 Policy Number:

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10576 (7-1-14)     Page 23 of 26         ALTA 3.1-06 Zoning - Completed Structure (Rev. 10-22-09) CLTA 123.2-06 (Rev. 10-22-09)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 24 Policy Number:

EASEMENT - DAMAGE OR ENFORCED REMOVAL ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy Number.:

Fileno.: NCS-762885-08-SA1

The Company insures against loss or damage sustained by the Insured if the exercise of the granted or reserved rights to use or maintain the easement(s) referred to in the Exception(s) 1 through 13, 18, and 19 of Schedule B results in:

(1) damage to an existing building located on the Land, or

(2) enforced removal or alteration of an existing building located on the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of thepolicy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10588 (7-1-14)     Page 24 of 26 ALTA 28-06 Easement - Damage or Enforced Removal (Rev. 2-3-10)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 25 Policy Number:

DELETION OF ARBITRATION - ALTA OWNER’S POLICY

ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-08-SA1

1. The policy is hereby amended by deleting Paragraph 14 from the Conditions of the policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10879 (7-1-14)     Page 25 of 26         Deletion of Arbitration - ALTA Owner’ Policy (6-05)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 26 Policy Number:

Privacy Information

We Are Committed to Safeguarding Customer Information

In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information.

Applicability

This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values.

Types of Information

Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:

🌑 Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means;

🌑 Information about your transactions with us, our affiliated companies, or others; and

🌑 Information we receive from a consumer reporting agency.

Use of Information

We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.

Former Customers

Even if you are no longer our customer, our Privacy Policy will continue to apply to you.

Confidentiality and Security

We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American’s Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

Information Obtained Through Our Web Site

First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet.

In general, you can visit First American or its affiliates’ Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site.

There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above.

Business Relationships

First American Financial Corporation’s site and its affiliates’ sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites.

Cookies

Some of First American’s Web sites may make use of “cookie” technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive.

FirstAm.com uses stored cookies. The goal of this technology is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience.

Fair Information Values

Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy.

Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy.

Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws governing the collection, use and dissemination of data.

Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections.

Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner.

Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain.

Form 50-PRIVACY (9/1/10)                            Page 1 of 1 Privacy Information (2001-2010 First American Financial Corporation)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) 1100302P050600		Policy Page 1
		Policy Number:

OWNER’S POLICY OF TITLE INSURANCE

ISSUED BY

First American Title Insurance Company

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the “Company”) insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term ”encroachment” includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(a) the occupancy, use, or enjoyment of the Land;

(b) the character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice.

6. An enforcement action based on the exercise of a governmental

police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors’ rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors’ rights laws by reason of the failure of its recording in the Public Records

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys’ fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions.

First American Title Insurance Company

/s/ Dennis J. Gilmore                        

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson                        

Jeffrey S. Robinson

Secretary

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 2 Policy Number:

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys’ fees, or expenses that arise by reason of:

1.     (a)     Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions, or location of any improvement erected on the Land;

(iii) the subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risks 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CONDITIONS

1. DEFINITION OF TERMS

The following terms when used in this policy mean:

(a) “Amount of Insurance”: The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) “Date of Policy”: The date designated as “Date of Policy” in Schedule A.

(c) “Entity”: A corporation, partnership, trust, limited liability company, or other similar legal entity.

(d) “Insured”: The Insured named in Schedule A.

(i) The term “Insured” also includes

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title

(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured,

(2) if the grantee wholly owns the named Insured,

(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) “Insured Claimant”: An Insured claiming loss or damage.

(f) “Knowledge” or “Known”: Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) “Land”: The land described in Schedule A, and affixed improvements that by law constitute real property. The term “Land” does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) “Mortgage”: Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) “Public Records”: Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), “Public Records” shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) “Title”: The estate or interest described in Schedule A.

(k) “Unmarketable Title”: Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT

The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company’s liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

4. PROOF OF LOSS

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS

(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 3 Policy Number:

Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company’s expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company’s obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or

(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs,

attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company’s obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of

(i) the Amount of Insurance; or

(ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys’ fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY

(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company’s consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY

All payments under this policy, except payments made for costs, attorneys’ fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys’ fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 4 Policy Number:

(b) The Company’s right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association (“Rules”). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITY

        In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located.

Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 1 First American Way, Santa Ana, CA 92707, Attn: Claims Department.

POLICY OF TITLE INSURANCE

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 5 Policy Number:

SCHEDULE A

First American Title Insurance Company

Name and Address of the issuing Title Insurance Company:

First American Title Insurance Company

18500 Von Karman Ave, Suite 600

Irvine, CA 92612

File No.: NCS-762885-01-SA1                                                                   Policy No.:

Address Reference: 1110, 1120, 1130,    1150, and 1180 Iron Point Road, Folsom, CA

Amount of Insurance: $36,700,000.00                                                  Premium: $________

Date of Policy: __/__/2017 at ___________

1. Name of Insured:

Keppel-KBS Iron Point, Inc., a Delaware corporation

2. The estate or interest in the Land that is insured by this policy is:

A Fee.

3. Title is vested in:

Keppel-KBS Iron Point, Inc., a Delaware corporation

4. The Land referred to in this policy is described as follows:

Real property in the City of Folsom, County of Sacramento, State of California, described as follows:

PARCELS 1, 2, 3, 4 AND 5, AS SHOWN ON THAT CERTAIN PARCEL MAP FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SACRAMENTO, STATE OF CALIFORNIA ON DECEMBER 20, 2002, IN BOOK 169 OF PARCEL MAPS, AT PAGE(S) 14.

APN: 072-0880-024-0000 and 072-0880-025-0000 and 072-0880-026-0000 and 072-0880-027-0000 and 072-0880-028-0000

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 6 Policy Number:

SCHEDULE B

File No.: NCS-762885-01-SA1                                                                           Policy No.:

EXCEPTIONS FROM COVERAGE

This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys’ fees, or expenses that arise by reason of:

1.	General and special taxes and assessments for the fiscal year 2017-2018.
	First Installment:	$26,943.98, Payable but not yet due or delinquent
	Penalty:	$0.00
	Second Installment:	$26,943.98, Payable but not yet due or delinquent
	Penalty:	$0.00
	Tax Rate Area:	04-010
	A. P. No.:	072-0880-024-0000
1A.	General and special taxes and assessments for the fiscal year 2017-2018.
	First Installment:	$15,615.97, Payable but not yet due or delinquent
	Penalty:	$0.00
	Second Installment:	$15,615.97, Payable but not yet due or delinquent
	Penalty:	$0.00
	Tax Rate Area:	04-010
	A. P. No.:	072-0880-025-0000
1B.	General and special taxes and assessments for the fiscal year 2017-2018.
	First Installment:	$27,111.86, Payable but not yet due or delinquent
	Penalty:	$0.00
	Second Installment:	$27,111.86, Payable but not yet due or delinquent
	Penalty:	$0.00
	Tax Rate Area:	04-010
	A. P. No.:	072-0880-026-0000
1C.	General and special taxes and assessments for the fiscal year 2017-2018.
	First Installment:	$16,788.77, Payable but not yet due or delinquent
	Penalty:	$0.00
	Second Installment:	$16,788.77, Payable but not yet due or delinquent
	Penalty:	$0.00
	Tax Rate Area:	04-010
	A. P. No.:	072-0880-027-0000
1D.	General and special taxes and assessments for the fiscal year 2017-2018.
	First Installment:	$84,559.60, Payable but not yet due or delinquent
	Penalty:	$0.00
	Second Installment:	$84,559.60, Payable but not yet due or delinquent
	Penalty:	$0.00
	Tax Rate Area:	04-010

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 7 Policy Number:

A. P. No.: 072-0880-028-0000

2. This item has been intentionally deleted.

3. This item has been intentionally deleted.

4. This item has been intentionally deleted.

5. This item has been intentionally deleted.

6. The lien of special tax for the following community facilities district, which tax is collected with the county taxes.    

District:                                              Natoma Station CFD No. 2

7. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

8. This item has been intentionally deleted.

9. Covenants, conditions, restrictions and easements in the document recorded March 25, 1982 as Book 8203-25 Page 230 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

Document(s) declaring modifications thereof recorded October 19, 1988 as Instrument No. 235501 in Book 1019 Page 1931 of Official Records.

10. An easement shown or dedicated on the map of Natoma Station recorded May 23, 1989 on file in book 193, page 9, of Tract Maps.

For: Public utility and incidental purposes.

11. The terms and provisions contained in the document entitled “Development Agreement” recorded August 21, 1989 as Book 8908-21 Page 974 of Official Records.

The terms and provisions contained in the document entitled “Assignment and Assumption Agreement Relative to Natoma Station Development Agreement” recorded March 2, 1990 as Book 9003-02 Page 54 of Official Records.

The terms and provisions contained in the document entitled “Assignment and Assumption Agreement Relative to Natoma Station Development Agreement” recorded March 2, 1990 as Book 9003-02 Page 55 of Official Records.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 8 Policy Number:

12. Covenants, conditions, restrictions and easements in the document recorded December 11, 1989 as Book 8912-11 Page 2378 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

Document re-recorded November 2, 1990 as Book 9011-02, Page 1237 of Official Records.

Document(s) declaring modifications thereof recorded September 28, 1992 as Book 9209-28 Page 1360 of Official Records.

13. The terms and provisions contained in the document entitled “Memorandum of Agreement” recorded August 14, 1990 as Book 9008-14 Page 1678 of Official Records.

14. An easement for (1) communication facilities and (2) electrical underground facilities and incidental purposes, recorded November    23, 1999 as Book 9911-23 Page 475 of Official Records.

In Favor of:                                         Pacific Bell and Sacramento Municipal Utilities District (SMUD)

Affects:                                                As described therein

15. An easement for electrical and communication facilities and incidental purposes, recorded June 8, 2000 as Book 200006-08 Page 276 of Official Records.    

In Favor of:                                           Sacramento Municipal Utility District

Affects:                                                 As described therein

16. An easement shown or dedicated on the map of Parcel Map recorded December 20, 2002 on file in book 169, page 14, of Parcel Maps.

For: Public easement for the installation and maintenance of water, gas, sewer and drainage pipes, and for traffic control, appurtenances, poles and overhead and underground wires and conduits for electric, television and telephone services together with any and all appurtenances pertaining thereto and for reciprocal water, sewer, drainage, utility, parking, ingress and egress easements across all parcels and incidental purposes.

17. Matters in a document entitled “Declaration of Covenants, Conditions and Restrictions for Iron Point Business Park”, executed by and between Iron Point Capital Investors, recorded December 20, 2002 as Book 20021220, Page 2224 of Official Records, including but not limited to covenants, conditions, restrictions, easements, assessments, liens and charges.

18. This item has been intentionally deleted.

19. This item has been intentionally deleted.

20. Rights of tenants, as tenants only, under prior, unrecorded leases. Said leases contain no option to purchase or right of first refusal

21. Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and not shown by the public records.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 9 Policy Number:

COVENANTS, CONDITIONS AND RESTRICTIONS -

IMPROVED LAND - OWNER’S POLICY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-01-SA1

  1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

  2. For the purposes of this endorsement only,

  a. “Covenant” means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

  b. “Improvement” means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

  3. The Company insures against loss or damage sustained by the Insured by reason of:

  a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

  b. Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or

  c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation.

  4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees, or expenses) resulting from:

  a. any Covenant contained in an instrument creating a lease;

  b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or

  c. except as provided in Section 3.c, any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 10 Policy Number:

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                    

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                    

    Jeffrey S. Robinson

    Secretary

Form 50-10801 (7-1-14)     Page 10 of 21     ALTA 9.2-06 Covenants, Conditions and Restrictions Improved Land - Owner’s Policy (Rev. 4-2-12)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 11 Policy Number:

MULTIPLE TAX PARCEL

ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-01-SA1

The Company insures against loss or damage sustained by the Insured by reason of:

1. those portions of the Land identified below not being assessed for real estate taxes under the listed tax identification numbers or those tax identification numbers including any additional land:

Parcel:	Tax Identification Numbers:
Parcel 1	072-0880-024-0000
Parcel 2	072-0880-025-0000
Parcel 3	072-0880-026-0000
Parcel 4	072-0880-027-0000
Parcel 5	072-0880-028-0000

2. the easements, if any, described in Schedule A being cut off or disturbed by the nonpayment of real estate taxes, assessments or other charges imposed on the servient estate by a governmental authority.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10049 (7-1-14)             Page 11 of 21             ALTA 18.1-06 Multiple Tax Parcel (6-17-06)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 12 Policy Number:

SAME AS SURVEY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-01-SA1

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey made by Bock & Clark Corp. dated 9/11/2017 last revised 9/18/2017, and designated Job No. 201703038-004.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10059 (7-1-14)     Page 12 of 21                     ALTA 25-06 Same as Survey (10-16-08) CLTA 116.1-06 (10-16-08)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 13 Policy Number:

SUBDIVISION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-01-SA1

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land to constitute a lawfully created parcel according to the subdivision statutes and local subdivision ordinances applicable to the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10061 (7-1-14)     Page 13 of 21                          ALTA 26-06 Subdivision (10-16-08)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 14 Policy Number:

ACCESS AND ENTRY

ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-01-SA1

The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from both Iron Point Road, and Black Diamond Drive (collectively the “Streets”), (ii) the Streets are not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along those portions of the Streets abutting the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10045 (7-1-14) Page 14 of 21 ALTA 17-06 Access and Entry (6-17-06)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 15 Policy Number:

ZONING - COMPLETED

STRUCTURE ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-01-SA1

  1. The Company insures against loss or damage sustained by the Insured in the event that, at Date of Policy,

  a. according to applicable zoning ordinances and amendments, the Land is not classified Zone “BP-PD” Business and Professional, Planned Development (Iron Point Business Park);

  b. the following use or uses are not allowed under that classification: Professional Office

  c. There shall be no liability under paragraph 1.b. if the use or uses are not allowed as the result of any lack of compliance with any conditions, restrictions, or requirements contained in the zoning ordinances and amendments, including but not limited to the failure to secure necessary consents or authorizations as a prerequisite to the use or uses. This paragraph 1.c. does not modify or limit the coverage provided in Covered Risk 5.

  2. The Company further insures against loss or damage sustained by the Insured by reason of a final decree of a court of competent jurisdiction either prohibiting the use of the Land, with any existing structure, as specified in paragraph 1.b. or requiring the removal or alteration of the structure, because, at Date of Policy, the zoning ordinances and amendments have been violated with respect to any of the following matters:

  a. Area, width, or depth of the Land as a building site for the structure

  b. Floor space area of the structure

  c. Setback of the structure from the property lines of the Land

  d. Height of the structure, or

  e. Number of parking spaces.

  3. There shall be no liability under this endorsement based on:

  a. the invalidity of the zoning ordinances and amendments until after a final decree of a court of competent jurisdiction adjudicating the invalidity, the effect of which is to prohibit the use or uses;

  b. the refusal of any person to purchase, lease or lend money on the Title covered by this policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 16 Policy Number:

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10576 (7-1-14) Page 16 of 21         ALTA 3.1-06 Zoning - Completed Structure (Rev. 10-22-09) CLTA 123.2-06 (Rev. 10-22-09)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 17 Policy Number:

LOCATION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-01-SA1

The Company insures against loss or damage sustained by the Insured by reason of the failure of a

Professional Office Building

known as 1110, 1120 , 1130, 1150, and 1180 Iron Point Road, Folsom, CA,

to be located on the Land at Date of Policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10054 (7-1-14) Page 17 of 21         ALTA 22-06 Location (6-17-06)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 18 Policy Number:

ENCROACHMENTS - BOUNDARIES AND EASEMENTS

ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-01-SA1

  1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

  2. For purposes of this endorsement only, “Improvement” means an existing building, located on either the Land or adjoining land at Date of Policy and that by law constitutes real property.

  3. The Company insures against loss or damage sustained by the Insured by reason of:

  a. An encroachment of any Improvement located on the Land onto adjoining land or onto that portion of the Land subject to an easement, unless an exception in Schedule B of the policy identifies the encroachment;

  b. An encroachment of any Improvement located on adjoining land onto the Land at Date of Policy, unless an exception in Schedule B of the policy identifies the encroachment;

  c. Enforced removal of any Improvement located on the Land as a result of an encroachment by the Improvement onto any portion of the Land subject to any easement, in the event that the owners of the easement shall, for the purpose of exercising the right of use or maintenance of the easement, compel removal or relocation of the encroaching Improvement; or

  d. Enforced removal of any Improvement located on the Land that encroaches onto adjoining land.

  4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees, or expenses) resulting from the encroachments listed as Exceptions None of Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 19 Policy Number:

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10808 (7-1-14)     Page 19 of 21             ALTA 28.1-06 - Encroachments - Boundaries and Easements (4-2-12)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 20 Policy Number:

DELETION OF ARBITRATION - ALTA OWNER’S POLICY

ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-01-SA1

  1. The policy is hereby amended by deleting Paragraph 14 from the Conditions of the policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

    First American Title Insurance Company

    /s/ Dennis J. Gilmore                        

    Dennis J. Gilmore

    President

    /s/ Jeffrey S. Robinson                        

    Jeffrey S. Robinson

    Secretary

Form 50-10879 (7-1-14)     Page 20 of 21         Deletion of Arbitration - ALTA Owner’s Policy (6-05)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 21 Policy Number:

Privacy Information

We Are Committed to Safeguarding Customer Information

In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information.

Applicability

This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values.

Types of Information

Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:

● Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means;

● Information about your transactions with us, our affiliated companies, or others; and

● Information we receive from a consumer reporting agency.

Use of Information

We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.

Former Customers

Even if you are no longer our customer, our Privacy Policy will continue to apply to you.

Confidentiality and Security

We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American’s Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

Information Obtained Through Our Web Site

First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet.

In general, you can visit First American or its affiliates’ Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site.

There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above.

Business Relationships

First American Financial Corporation’s site and its affiliates’ sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites.

Cookies

Some of First American’s Web sites may make use of “cookie” technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive.

FirstAm.com uses stored cookies. The goal of this technology is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience.

Fair Information Values

Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy.

Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy.

Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws governing the collection, use and dissemination of data.

Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections.

Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner.

Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain.

Form 50-PRIVACY (9/1/10) Page 1 of 1                           Privacy Information (2001-2010 First American Financial Corporation)

First American Title Insurance Company

Form No. 1402.06		Policy Page 1
ALTA Owner’s Policy (6-17-06)		Policy Number: 762885-13
1100302P050600

OWNER’S POLICY OF TITLE INSURANCE

ISSUED BY

First American Title Insurance Company

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the “Company”) insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term ”encroachment” includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(a) the occupancy, use, or enjoyment of the Land;

(b) the character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice.

6. An enforcement action based on the exercise of a governmental

police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors’ rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors’ rights laws by reason of the failure of its recording in the Public Records

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys’ fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions.

First American Title Insurance Company

/s/ Dennis J. Gilmore                        

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson                        

Jeffrey S. Robinson

Secretary

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 2 Policy Number: 762885-13

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys’ fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions, or location of any improvement erected on the Land;

(iii) the subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risks 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CONDITIONS

1. DEFINITION OF TERMS

The following terms when used in this policy mean:

(a) “Amount of Insurance”: The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) “Date of Policy”: The date designated as “Date of Policy” in Schedule A.

(c) “Entity”: A corporation, partnership, trust, limited liability company, or other similar legal entity.

(d) “Insured”: The Insured named in Schedule A.

(i) The term “Insured” also includes

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title

(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured,

(2) if the grantee wholly owns the named Insured,

(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) “Insured Claimant”: An Insured claiming loss or damage.

(f) “Knowledge” or “Known”: Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) “Land”: The land described in Schedule A, and affixed improvements that by law constitute real property. The term “Land” does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) “Mortgage”: Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) “Public Records”: Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), “Public Records” shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) “Title”: The estate or interest described in Schedule A.

(k) “Unmarketable Title”: Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT

The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company’s liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

4. PROOF OF LOSS

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS

(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 3 Policy Number: 762885-13

Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company’s expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company’s obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or

(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs,

attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company’s obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of

(i) the Amount of Insurance; or

(ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys’ fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY

(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company’s consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY

All payments under this policy, except payments made for costs, attorneys’ fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys’ fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 4 Policy Number: 762885-13

(b) The Company’s right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association (“Rules”). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITY

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 1 First American Way, Santa Ana, CA 92707, Attn: Claims Department.

POLICY OF TITLE INSURANCE

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 5 Policy Number: 762885-13

SCHEDULE A

First American Title Insurance Company

Name and Address of the issuing Title Insurance Company:

First American Title Insurance Company

18500 Von Karman Ave, Suite 600

Irvine, CA 92612

File No.: NCS-762885-13-SA1	Policy No.: 762885-13
Address Reference: 10055, 10075, 10155, 10225, 10355, and 10385 Westmoor Drive, Westminster, CO
Amount of Insurance: $117,075,000.00	Premium: $
Date of Policy: Date of Recording at Time of Recording

1.	Name of Insured:
	Keppel-KBS Westmoor Center, Inc., a Delaware corporation
2.	The estate or interest in the Land that is insured by this policy is:
	Fee Simple as to Parcels 1-A, 2-A, 3-A, 4-A, 5-A, 6-A and Easement as to Parcels 1-B, 2-B, 3-B, 4- B, 5-B, 5-C, 6-B, 6-C, 6-D and 6-E
3.	Title is vested in:
	Keppel-KBS Westmoor Center, Inc., a Delaware corporation
4.	The Land referred to in this policy is described as follows:
	Parcel 1:
	Parcel A:
	Lot 1, Block 1, Westmoor Technology Park Final Plat recorded June 29, 1998 at Reception No.
	F0640311, Plat Book 141, Pages 65 through 69,
	County of Jefferson,
	State of Colorado.
	Parcel B:
	Together with the beneficial easements created under the Reciprocal Easement and Maintenance
	Agreement recorded January 7, 1998 at Reception No. F0536313,
	County of Jefferson,
	State of Colorado
	Parcel 2:
	Parcel A:
	Lot 2, Block 1, Westmoor 1 Technology Park, Final Plat recorded June 29, 1998, at Reception No.
	F0640311, Plat Book 141, Pages 65 through 69,
	County of Jefferson,
	State of Colorado Parcel B:

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 6 Policy Number: 762885-13

Together with the beneficial easements created under the Reciprocal Easement and Maintenance

Agreement recorded January 7, 1998 at Reception No. F0536313,

County of Jefferson,

State of Colorado

Parcel 3:

Parcel A:

Lot 3, Block 1, Westmoor Technology Park, Final Plat recorded June 29, 1998 at Reception No.

F0640311, Plat Book 141, Pages 65 through 69,

County of Jefferson,

State of Colorado

Parcel B:

Together with the beneficial easements created under the Reciprocal Easement and Maintenance

Agreement recorded January 7, 1998 at Reception No F0536313,

County of Jefferson,

State of Colorado

Parcel 4:

Parcel A:

Lot 4, Block 1, Westmoor Technology Park, Final Plat recorded June 29, 1998 at Reception No,

F0640311, Plat Book 141, Pages 65 through 69,

County of Jefferson,

State of Colorado.

Parcel B:

Together with the beneficial easements created under the Reciprocal Easement and Maintenance

Agreement recorded January 7, 1998 at Reception No. F0536313,

County of Jefferson,

State of Colorado

Parcel 5:

Parcel A:

Lot 5A, Block 1, Westmoor Technology Park, 1st Replat recorded December 30, 1998 at

Reception No. F0768465, Plat Book 145, Pages 35 through 36,

County of Jefferson,

State of Colorado

Parcel B:

Together with the beneficial easements created under the Reciprocal Easement and Maintenance

Agreement recorded 7, 1998 at Reception No F0536313,

County of Jefferson,

State of Colorado

Parcel C:

Together with the beneficial easements created under the Slope Easement recorded October 16,

1998 at Reception No. F0716003,

County of Jefferson,

State of Colorado

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 7 Policy Number: 762885-13

Parcel 6:

Parcel A:

Lot 5B, Block 1, Westmoor Technology Park, 1st Replat recorded December 30, 1998 at

Reception No. F0768465, Plat Book 145, Pages 35 through 36,

County of Jefferson,

State of Colorado.

Parcel B:

Together with the beneficial easements created under the Reciprocal Easement and Maintenance

Agreement recorded January 7, 1998 at Reception No, F0536313,

County of, Jefferson,

State of Colorado.

Parcel C:

Together with the beneficial easements created under the Slope Easement recorded October 16,

1998 at Reception No F0716003,

County of Jefferson,

State of Colorado.

Parcel D:

Together with the beneficial easements for Storm Drainage as granted on the 1st Replat of

Westmoor Technology Park, recorded December 30, 1998 at Reception No. F0768465, Plat Book

145 at Pages 35 and 36,

County of Jefferson,

State of Colorado,

Parcel E:

Together with the beneficial easements created under Declaration of Non-exclusive Access

Easement recorded December 30, 1998 at Reception No. F0768468,

County of Jefferson,

State of Colorado

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 8 Policy Number: 762885-13

SCHEDULE B

File No.: NCS-762885-13-SA1                                                                                  Policy No.: 762885-13

EXCEPTIONS FROM COVERAGE

This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys’ fees, or expenses that arise by reason of:

1. This item has been intentionally deleted.

2. This item has been intentionally deleted.

3. This item has been intentionally deleted.

4. This item has been intentionally deleted.

5. This item has been intentionally deleted.

6. Water rights, claims or title to water, whether or not shown by the public records.

7. Any and all unpaid taxes, assessments and unredeemed tax sales.

8. Rights of tenants, as tenants only, under unrecorded leases as shown on the attached rent roll, with no options to purchase or rights of first refusal to purchase all or any portion of the Land.

9. Reservation of coal and minerals as set forth in Deed recorded June 13, 1895 in Book 94 at Page 400.

10. Terms, conditions, provisions, obligations, easements and agreements as set forth in the Reciprocal Easement and Maintenance Agreement recorded January 7, 1998 at Reception No. F0536313.

11. Easements, notes, covenants, restrictions and rights-of-way as shown on the plat of Final Plat Westmoor Technology Park, recorded June 29, 1998 at Reception No. F0640311.

12. Easements, notes, covenants, restrictions and rights-of-way as shown on the plat of Westmoor Technology Park, 1st Replat, recorded December 30, 1998 at Reception No. F0768465.

13. Terms, conditions, provisions, obligations, easements and agreements as set forth in the Slope Easement recorded October 16, 1998 at Reception No. F0716003.

14. Terms, conditions, provisions, obligations, easements and agreements as set forth in the Easement Agreement recorded October 20, 1998 at Reception No. F0718309.

15. Terms, conditions, provisions, obligations, easements and agreements as set forth in the Landscaping and Private Improvements Agreement for Westmoor Business Park, Lots 5A and 5B, Block 1 recorded December 30, 1998 at Reception No. F0768467.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 9 Policy Number: 762885-13

16. Terms, conditions, provisions, obligations, easements and agreements as set forth in the Declaration of Nonexclusive Access Easement recorded December 30, 1998 at Reception No. F0768468.

17. Terms, conditions, provisions, obligations and agreements as set forth in the Exclusion and Service Agreement recorded November 4, 2005 at Reception No. 2005110073.

18. Terms, conditions, provisions, obligations and agreements as set forth in the Conference Center Agreement recorded June 7, 2013 at Reception No. 2013068907.

NOTE: Request for Notification of Surface Development in connection therewith recorded May 16, 2002 at Reception No. F1483927.

19. Terms, conditions, provisions, obligations, easements and agreements as set forth in the Quit Claim Deed recorded November 3, 1897 in Book 12 at Page 582.

NOTE: Quitclaim Deed from Dry Creek Valley Ditch Company to City of Westminster in connection therewith recorded May 17, 1999 at Reception No. F0870218.

NOTE: Quit Claim from Dry Creek Valley Ditch Company to Westmoor Business Park Ltd., LLP in connection therewith recorded May 17, 1999 at Reception No. F0870219.

NOTE: Quit Claim from Dry Creek Valley Ditch Company to Countrydale Metropolitan District in connection therewith recorded May 17, 1999 at Reception No. F0870220.

NOTE: Special Warranty Deed in connection therewith recorded May 17, 1999 at Reception No. F0870227.

20. This item has been intentionally deleted.

21. This item has been intentionally deleted.

22. This item has been intentionally deleted.

23. This item has been intentionally deleted.

24. This item has been intentionally deleted.

25. This item has been intentionally deleted.

26. This item has been intentionally deleted.

27. This item has been intentionally deleted.

28. This item has been intentionally deleted.

29. The following matters disclosed by an ALTA/NSPS survey made by Flatirons, Inc. on September 29, 2017 and last revised ________, 2017`, designated Job No. 17-68,997:

A) Pedestrian access across the east boundary of the property as evidenced by a concrete walk crossing said boundary.

B) A 2.5’ encroachment of a concrete wall onto the land adjoining to the south.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 10 Policy Number: 762885-13

C) Pedestrian access across the south boundary of the property as evidenced by a concrete walk crossing said boundary.

30. Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and not shown by the public records.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 11 Policy Number: 762885-13

Anti-fraud Statement

Pursuant to CRS 10-1-128(6)(a), it is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado division of insurance within the department of regulatory agencies.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 12 Policy Number: 762885-13

ACCESS AND ENTRY

ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-13

File No.: NCS-762885-13-SA1

The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) Parcel 1A and Parcel 2A of the Land do not abut and have both actual vehicular and pedestrian access to and from Westmoor Drive (the “Street”), (ii) the Street is not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that portion of the Street abutting the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10045 (7-1-14)             Page 12 of 29                               ALTA 17-06 Access and Entry (6-17-06)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 13 Policy Number: 762885-13

LOCATION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-13

File No.: NCS-762885-13-SA1

The Company insures against loss or damage sustained by the Insured by reason of the failure of a

Commercial Structure(s)

known as 10055 Westmoor Drive, 10075 Westmoor Drive, 10155 Westmoor Drive, 10355 Westmoor Drive,

10385 Westmoor Drive, and 10225 Westmoor Drive, Westminster, CO,

to be located on the Land at Date of Policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10054 (7-1-14)             Page 13 of 29                               ALTA 22-06 Location (6-17-06)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 14 Policy Number: 762885-13

MULTIPLE TAX PARCEL

ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-13

File No.: NCS-762885-13-SA1

The Company insures against loss or damage sustained by the Insured by reason of:

1. those portions of the Land identified below not being assessed for real estate taxes under the listed tax identification numbers or those tax identification numbers including any additional land:

Parcel:	Tax Identification Numbers:
1	29-091-01-014
2	29-091-01-013
3	29-091-01-012
4	29-091-01-011
5	29-091-01-018
6	29-091-01-017

2. the easements, if any, described in Schedule A being cut off or disturbed by the nonpayment of real estate taxes, assessments or other charges imposed on the servient estate by a governmental authority.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10049 (7-1-14)             Page 14 of 29                               ALTA 18.1-06 Multiple Tax Parcel (6-17-06)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 15 Policy Number: 762885-13

SUBDIVISION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-13

File No.: NCS-762885-13-SA1

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land to constitute a lawfully created parcel according to the subdivision statutes and local subdivision ordinances applicable to the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10061 (7-1-14)             Page 15 of 29                               ALTA 26-06 Subdivision (10-16-08)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 16 Policy Number: 762885-13

EASEMENT - DAMAGE OR ENFORCED REMOVAL ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy Number.: 762885-13

Fileno.: NCS-762885-13-SA1

The Company insures against loss or damage sustained by the Insured if the exercise of the granted or reserved rights to use or maintain the easement(s) referred to in the Exception(s) 11 through 16 and 19 of Schedule B results in:

(1) damage to an existing building located on the Land, or

(2) enforced removal or alteration of an existing building located on the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of thepolicy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10588 (7-1-14)             Page 16 of 29                               ALTA 28-06 Easement - Damage or Enforced Removal (Rev. 2-3-10)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 17 Policy Number: 762885-13

MINERALS AND OTHER SUBSURFACE

SUBSTANCES - IMPROVEMENTS ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-13

File No.: NCS-762885-13-SA1

1. The insurance provided by this endorsement is subject to the exclusion in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the Policy.

2. For purposes of this endorsement only, “Improvement” means a building, structure located on the surface of the Land, and any paved road, walkway, parking area, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

3. The Company insures against loss or damage sustained by the Insured by reason of the enforced removal or alteration of any Improvement, resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of minerals or any other subsurface substances excepted from the description of the Land or excepted in Schedule B.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees, or expenses) resulting from:

a. contamination, explosion, fire, vibration, fracturing, earthquake or subsidence; or

b. negligence by a person or an Entity exercising a right to extract or develop minerals or other subsurface substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 18 Policy Number: 762885-13

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10838 (7-1-14)             Page 18 of 29                               ALTA 35.1-06 Minerals and Other Subsurface Substances - Improvements (4-2-12)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 19 Policy Number: 762885-13

INDIRECT ACCESS AND

ENTRY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-13

File No.: NCS-762885-13-SA1

The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the easement identified as Parcel(s) 1-B, 2-B, 3-B, 4-B, 5-B, 6-B and 6-E in Schedule A (the “Easement”) does not provide that portion of the Land identified as Parcel(s) 1-A, 2-A, 3-A, 4-A, 5-A and 6-A, respectively in Schedule A both actual vehicular and pedestrian access to and from Westmoor Drive (the “Street”), (ii) the Street is not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that portion of the Street abutting the Easement.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10046 (7-1-14)             Page 19 of 29                               ALTA 17.1-06 Indirect Access and Entry (6-17-06)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 20 Policy Number: 762885-13

ZONING - COMPLETED

STRUCTURE ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-13

File No.: NCS-762885-13-SA1

1. The Company insures against loss or damage sustained by the Insured in the event that, at Date of Policy,

a. according to applicable zoning ordinances and amendments, the Land is not classified Zone “PUD” Planned Unit Development;

b. the following use or uses are not allowed under that classification: Office

c. There shall be no liability under paragraph 1.b. if the use or uses are not allowed as the result of any lack of compliance with any conditions, restrictions, or requirements contained in the zoning ordinances and amendments, including but not limited to the failure to secure necessary consents or authorizations as a prerequisite to the use or uses. This paragraph 1.c. does not modify or limit the coverage provided in Covered Risk 5.

2. The Company further insures against loss or damage sustained by the Insured by reason of a final decree of a court of competent jurisdiction either prohibiting the use of the Land, with any existing structure, as specified in paragraph 1.b. or requiring the removal or alteration of the structure, because, at Date of Policy, the zoning ordinances and amendments have been violated with respect to any of the following matters:

a. Area, width, or depth of the Land as a building site for the structure

b. Floor space area of the structure

c. Setback of the structure from the property lines of the Land

d. Height of the structure, or

e. Number of parking spaces.

3. There shall be no liability under this endorsement based on:

a. the invalidity of the zoning ordinances and amendments until after a final decree of a court of competent jurisdiction adjudicating the invalidity, the effect of which is to prohibit the use or uses;

b. the refusal of any person to purchase, lease or lend money on the Title covered by this policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 21 Policy Number: 762885-13

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10576 (7-1-14)             Page 21 of 29                               ALTA 3.1-06 Zoning - Completed Structure (Rev. 10-22-09) CLTA 123.2-06 (Rev. 10-22-09)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 22 Policy Number: 762885-13

CONTIGUITY - MULTIPLE

PARCELS ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-13

File No.: NCS-762885-13-SA1

The Company insures against loss or damage sustained by the Insured by reason of:

1. the failure of Parcels 1 through 6 of the Land to be contiguous along their common boundary lines

; or

2. the presence of any gaps, strips, or gores separating any of the contiguous boundary lines described above.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10050 (7-1-14)             Page 22 of 29                               ALTA 19-06 Contiguity - Multiple Parcels (6-17-06)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 23 Policy Number: 762885-13

COVENANTS, CONDITIONS AND RESTRICTIONS -

IMPROVED LAND - OWNER’S POLICY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-13

File No.: NCS-762885-13-SA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only,

a. “Covenant” means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

b. “Improvement” means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

b. Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or

c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or

c. except as provided in Section 3.c, any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 24 Policy Number: 762885-13

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10801 (7-1-14)         Page 24 of 29                  ALTA 9.2-06 Covenants, Conditions and Restrictions Improved Land - Owner’s Policy (Rev. 4-2-12)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 25 Policy Number: 762885-13

SAME AS SURVEY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-13

File No.: NCS-762885-13-SA1

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey made by Flatirons, Inc. dated September 29, 2017 and last revised ________, 2017, and designated Job No. 17-68,997.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10059 (7-1-14)             Page 25 of 29                               ALTA 25-06 Same as Survey (10-16-08) CLTA 116.1-06 (10-16-08)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 26 Policy Number: 762885-13

ENCROACHMENTS - BOUNDARIES AND EASEMENTS

ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-13

File No.: NCS-762885-13-SA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For purposes of this endorsement only, “Improvement” means an existing building, located on either the Land or adjoining land at Date of Policy and that by law constitutes real property.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. An encroachment of any Improvement located on the Land onto adjoining land or onto that portion of the Land subject to an easement, unless an exception in Schedule B of the policy identifies the encroachment;

b. An encroachment of any Improvement located on adjoining land onto the Land at Date of Policy, unless an exception in Schedule B of the policy identifies the encroachment;

c. Enforced removal of any Improvement located on the Land as a result of an encroachment by the Improvement onto any portion of the Land subject to any easement, in the event that the owners of the easement shall, for the purpose of exercising the right of use or maintenance of the easement, compel removal or relocation of the encroaching Improvement; or

d. Enforced removal of any Improvement located on the Land that encroaches onto adjoining land.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees, or expenses) resulting from the encroachments listed as Exceptions None of Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 27 Policy Number: 762885-13

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10808 (7-1-14)             Page 27 of 29                               ALTA 28.1-06 - Encroachments - Boundaries and Easements (4-2-12)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 28 Policy Number: 762885-13

PRIVATE RIGHTS - OWNER’S POLICY

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-13

File No.: NCS-762885-13-SA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only:

a. “Covenant” means a covenant, condition, limitation or restriction in a document or instrument recorded in the Public Records at Date of Policy.

b. “Private Right” means (i) an option to purchase; (ii) a right of first refusal; or (iii) a right of prior approval of a future purchaser or occupant.

3. The Company insures against loss or damage sustained by the Insured under this Owner’s Policy if enforcement of a Private Right in a Covenant affecting the Title at Date of Policy based on a transfer of Title on or before Date of Policy causes a loss of the Insured’s Title.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land;

c. any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances; or

d. any Private Right in an instrument identified in Exception(s) None in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10892 (7-1-14)     Page 28 of 29                               ALTA 9.9-06 Private Rights - Owner’s Policy (Rev. 4-2-13)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 29 Policy Number: 762885-13

WATER - BUILDINGS ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-13

File No.: NCS-762885-13-SA1

1. The insurance provided by this endorsement is subject to the exclusion in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For purposes of this endorsement only, “Improvement” means a building on the Land at Date of Policy.

3. The Company insures against loss or damage sustained by the Insured by reason of the enforced removal or alteration of any Improvement resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of water excepted from the description of the Land or excepted in Schedule B.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees, or expenses) resulting from:

a. contamination, explosion, fire, flooding, vibration, fracturing, earthquake or subsidence;

b. A negligence by a person or an Entity exercising a right to extract or develop water; or

c. the exercise of the rights described in None.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10949 (7-1-14)             Page 29 of 29                               ALTA 41-06 Water - Buildings (12-2-13)

First American Title Insurance Company

	Owners ’ Policy of Title Insurance T-1
	ISSUED BY First American Title Insurance Company
Owner’s Policy	POLICY NUMBER

Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the “Company”) insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from:

(a) A defect in the Title caused by:

(i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term “encroachment” includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

(d) Any statutory or constitutional mechanic’s, contractor’s, or materialman’s lien for labor or materials having its inception on or before Date of Policy.

3. Lack of good and indefeasible Title.

4. No right of access to and from the Land.

(Covered Risks Continued on Page 2

In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A.

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

(This Policy is valid only when Schedules A and B are attached) This jacket was created electronically and constitutes an original document

Form 5025548 (3-1-17)                 Page 1 of 17                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

COVERED RISKS (Continued)

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to:

(a) the occupancy, use or enjoyment of the Land;

(b) the character, dimensions or location of any improvement erected on the Land;

(c) subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice.

6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective:

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency or similar creditors’ rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency or similar creditors’ rights laws by reason of the failure of its recording in the Public Records:

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys’ fees and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys’ fees or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to:

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions or location of any improvement erected on the Land;

(iii) subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims or other matters:

(a) created, suffered, assumed or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is:

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

6. The refusal of any person to purchase, lease or lend money on the estate or interest covered hereby in the land described in Schedule A because of Unmarketable Title.

Form 5025548 (3-1-17)                 Page 2 of 17                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

CONDITIONS

1. DEFINITION OF TERMS.

The following terms when used in this policy mean:

(a) “Amount of Insurance”: the amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) “Date of Policy”: The date designated as “Date of Policy” in Schedule A.

(c) “Entity”: A corporation, partnership, trust, limited liability company or other similar legal entity.

(d) “Insured”: the Insured named in Schedule A.

(i) The term “Insured” also includes:

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title;

(1) If the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured,

(2) If the grantee wholly owns the named Insured,

(3) If the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) If the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii) With regard to (A), (B), (C) and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) “Insured Claimant”: an Insured claiming loss or damage.

(f) “Knowledge” or “Known”: actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) “Land”: the land described in Schedule A, and affixed improvements that by law constitute real property. The term “Land” does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) “Mortgage”: mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) “Public Records”: records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), “Public Records” shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) “Title”: the estate or interest described in Schedule A.

(k) “Unmarketable Title”: Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE.

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT.

The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) below, or (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company’s liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

When, after the Date of the Policy, the Insured notifies the Company as required herein of a lien, encumbrance, adverse claim or other defect in Title insured by this policy that is not excluded or excepted from the coverage of this policy, the Company shall promptly investigate the charge to determine whether the lien, encumbrance, adverse claim or defect or other matter is valid and not barred by law or statute. The Company shall notify the Insured in writing, within a reasonable time, of its determination as to the validity or invalidity of the Insured’s claim or charge under the policy. If the Company concludes that the lien, encumbrance, adverse claim or defect is not covered by this policy, or was otherwise addressed in the closing of the transaction in connection with which this policy was issued, the Company shall specifically advise the Insured of the reasons for its determination. If the Company concludes that the lien, encumbrance, adverse claim or defect is valid, the Company shall take one of the following actions: (i) institute the necessary proceedings to clear the lien, encumbrance, adverse claim or defect from the Title as insured; (ii) indemnify the Insured as provided in this policy; (iii) upon payment of appropriate premium and charges therefor, issue to the Insured Claimant or to a subsequent owner, mortgagee or holder of the estate or interest in the Land insured by this policy, a policy of

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CONDITIONS (Continued)

title insurance without exception for the lien, encumbrance, adverse claim or defect, said policy to be in an amount equal to the current value of the Land or, if a loan policy, the amount of the loan; (iv) indemnify another title insurance company in connection with its issuance of a policy(ies) of title insurance without exception for the lien, encumbrance, adverse claim or defect; (v) secure a release or other document discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a combination of (i) through (v) herein.

4. PROOF OF LOSS.

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS.

(a) Upon written request by the Insured, and subject to the options contained in Sections 3 and 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in Sections 3 and 7, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction and it expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE.

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company’s expense, shall give the Company all reasonable

aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company’s obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY.

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys’ fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay.

Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys’ fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is

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CONDITIONS (Continued)

obligated to pay; or

(ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys’ fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company’s obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY.

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of:

(i) the Amount of Insurance; or

(ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 3 or 5 and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys’ fees and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY.

(a) If the Company establishes the Title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the Land, all as insured, or takes action in accordance with Section 3 or 7, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company’s consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY.

All payments under this policy, except payments made for costs, attorneys’ fees and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE.

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS.

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT.

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys’ fees and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company’s right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION.

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association (“Rules”). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

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CONDITIONS (Continued)

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT.

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim, shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy or (iv) increase the Amount of Insurance. Each Commitment, endorsement or other form, or provision in the Schedules to this policy that refers to a term defined in Section 1 of the Conditions shall be deemed to refer to the term regardless of whether the term is capitalized in the Commitment, endorsement or other form, or Schedule. Each Commitment, endorsement or other form, or provision in the Schedules that refers to the Conditions and Stipulations shall be deemed to refer to the Conditions of this policy.

16. SEVERABILITY.

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid and all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM.

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies or enforcement of policies of title insurance of the jurisdiction where the Land is located.

Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured, and in interpreting and enforcing the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of laws principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT.

Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way, Santa Ana, California 92707. Phone: 888-632-1642.

First American Title

	Owners Policy of Title Insurance (T-1)
	ISSUED BY First American Title Insurance Company
Schedule A	POLICY NUMBER

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Name and Address of Title Insurance Company:

First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707.

File No.: NCS-762885-05-SA1

Date of Policy: Date of Recording at Time of Recordingq

Address for Reference only: 9600 Great Hills Trail, 8911 North

Amount of Insurance: $33,150,000.00                             Premium: $TBD

  1. Name of Insured:

Keppel-KBS Great Hills Plaza, Inc., a Delaware corporation

  2. The estate or interest in the Land that is insured by this policy is:

Fee Simple

  3. Title is insured as vested in:

Keppel-KBS Great Hills Plaza, Inc., a Delaware corporation

  4. The land referred to in this policy is described as follows:

TRACT I

TRACTS FIVE AND SIX, GREAT HILLS COMMERCIAL ONE, A SUBDIVISION IN THE CITY OF AUSTIN, TRAVIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF RECORDED IN/UNDER VOLUME 77, PAGE 161 OF THE PLAT RECORDS OF TRAVIS COUNTY, TEXAS.

Form 5025548 (3-1-17)                 Page 7 of 17                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

	Owners Policy of Title Insurance (T-1)
	ISSUED BY First American Title Insurance Company
Schedule B	POLICY NUMBER

File No. NCS-762885-05-SA1

EXCEPTIONS FROM COVERAGE

This policy does not insure against loss or damage (and the Company will not pay costs, attorney’s fees or expenses) that arise by reason of the terms and conditions of the leases and easements, if any, shown in Schedule A and the following matters:

1. The following restrictive covenants of record itemized below:

(the Company must either insert specific recording data or delete this exception)

See Item 6(a) below.

2. Any discrepancies, conflicts, orshortgages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements.

3. Homestead or community property or survivorship rights, if any, of any spouse of any Insured.

4. Any titles or rights asserted by anyone, including but not limited to, persons, the public, corporations, governments or other entities,

a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or

b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or

c. to filled-in lands, or artificial islands, or

d. to statutory water rights, including riparian rights, or

e. to the area extending from the line of mean low tide to the line of vegetation, or the right of access to that area or easement along and across that area.

5. Standby fees, taxes and assessments by any taxing authority for the year 2017, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year.

6. The following matters and all terms of the documents creating or offering evidence of the matters: (the Company must insert matters or delete this exception)

The Following Matters Affect (All Tracts):

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a. Any covenants, conditions or restrictions indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, or national origin are hereby deleted to the extent such covenants, conditions or restrictions violate 42 USC 3604 {c}. Tract 1: Restrictive Covenants recorded in/under Volume 8717, Page 328 and Volume 7188, Page 1359 of the Real Property Records of Travis County, Texas, and Restrictive Covenants recorded in/under Volume 77, Page 161 of the Plat Records of Travis County, Texas..

b. This item has been intentionally deleted.

c. This item has been intentionally deleted.

d. This item has been intentionally deleted.

e. Rights of tenants in possession, as tenants only, under unrecorded leases or rental agreements as shown on the attached rent roll attached hereto, which rights do not include any rights of first refusal or options to purchase all or any portion of the Land.

f. This item has been intentionally deleted.

g. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed.

The Following Matters Affect (Tract I):

h. The following, all according to plat recorded in Volume 77, Page 161 of the Plat Records of Travis County, Texas, and as approximately shown on that certain survey made by Chaparral Professional Land Surveying, Inc. on September 29, 2017, designated Job No. 557-003.

Fifteen foot (15’) public utility easement along the easterly and rear (Tract 5) property line(s). Seven and one-half foot (7.5’) public utility easement along the rear (Tract 5) property line(s).

Thirty foot (30’) public utility easement along the rear (Tracts 5 and 6) property line(s).

Twenty-five foot (25’) drainage easement along the northeast (Tract 5) and rear (Tract 6) property line(s).

Twenty-five foot (25’) building line along the street frontage property line(s).

Five foot (5’) slope easement along the southwesterly most lot line, per Volume 77, Page 369 of the Plat Records of Travis County, Texas. (Tract 5)

i.	Easement:
	Purpose:	Easement for electric lines and systems and telephone lines and systems
	Recorded:	in Volume 6591, Page 1709, of the Real Property records, of Travis County, Texas.
j.	Easement:
	To:	City of Austin
	Recorded:	in Volume 11305, Page 690, of the Real Property Records, of Travis County, Texas.
	Purpose:	Underground telephone lines

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k.	Terms, Conditions, and Stipulations in the Agreement by and between:
	Parties:	CarrAmerica Realty, G.P. Holding, Inc. and Time Warner Entertainment- Advance/Newhouse Partnership
	Recorded:	in County Clerk’s File No. 2001215749, of the Real Property records, of Travis County, Texas.
	Type:	Easement Agreement

l. Easement for drainage granted to the City of Austin as described in instrument recorded in/under Volume 6364, Page 138 of the Real Property Records of Travis County, Texas, as shown on plat recorded in/under Volume 77, Page 161 of the Plat Records of Travis County, Texas.

m. This item has been intentionally deleted. n. This item has been intentionally deleted. o. Section 14 of the Conditions of this policy is hereby deleted.

p. The following matters disclosed by an ALTA/NSPS surveys made by Chaparral Professional Land Surveying, Inc. on September 29, 2017 and designated Job No. 557-003 (As to Tract I):

A. Any rights, claims and/or easements in connection with the fire hydrants and water meter and water meter in various locations on the subject property as depicted on the Survey.

B. Any rights, claims and/or easements in connection with the flowline 14 inch cast iron pipes and wastewater cleanouts located on the northerly portion of the lot as depicted on the Survey.

C. Encroachment of the metal canopy over the 25 foot drainage easement located along the southeasterly lot line as depicted on the Survey.

D. Any rights, claims and/or easements in connection with the fire hydrants and fire department connections in various locations on the subject property as depicted on the Survey.

E. Any rights, claims and/or easements in connection with the wastewater manholes and sanitary sewer manholes lying outside of the sanitary sewer easement as depicted on the Survey.

q. Any and all liens arising by reason of unpaid bills or claims for work performed or materials furnished in connection with improvements placed, or to be placed, upon the subject land. However, the Company does insure the Insured against loss, if any, sustained by the Insured under this Policy if such liens have been filed with the County Clerk of Austin County, Texas, prior to the date hereof.

Form 5025548 (3-1-17)                 Page 10 of 17                         TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

RESTRICTIONS, ENCROACHMENTS, MINERALS ENDORSEMENT -

OWNER’S POLICY (FORM T-19.1)

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-05-SA1

  1. The insurance provided by this endorsement is subject to the exclusions in Section 5 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

  2. For the purposes of this endorsement only:

  a. “Covenant’’ means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

  b. “Improvement” means a building, structure, road, walkway, driveway, or curb, affixed to either the Land or adjoining land and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

  c. “Private Right” means (i) an option to purchase; (ii) a right of first refusal; or (iii) a right of prior approval of a future purchaser or occupant.

  3. The Company insures against loss or damage sustained by the Insured by reason of:

  a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

  b. Enforced removal of an Improvement located on the Land at Date of Policy as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation;

  c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation; or

  d. Enforcement of a Private Right in a Covenant affecting the Title at Date of Policy based on a transfer of Title on or before Date of Policy that causes a loss of the Insured’s Title.

  4. The Company insures against loss or damage sustained by reason of:

  a. An encroachment of:

  i. an Improvement located on the Land, at Date of Policy, onto adjoining land or onto that portion of the Land subject to an easement; or

  ii. an Improvement located on adjoining land onto the Land at Date of Policy unless an exception in Schedule B of the policy identifies the encroachment otherwise insured against in Sections 4.a.i. or 4.a.ii.; or

  b. A final court order or judgment requiring the removal from any land adjoining the Land of an encroachment identified in Schedule B; or

  c. Damage to an Improvement located on the Land, at Date of Policy that is located on or encroaches onto that portion of the Land subject to an easement excepted in Schedule B, which damage results from the exercise of the right to maintain the easement for the purpose for which it was granted or reserved; or

  d. Damage to an Improvement located on the Land on or after Date of Policy, resulting from the future exercise of a right to use the surface of the Land for the extraction or development of minerals or any other subsurface substances excepted from the description of the Land or excepted in Schedule B.

Form 5025548 (3-1-17)                 Page 11 of 17                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

5. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees, or expenses) resulting from:

  a. any Covenant contained in an instrument creating a lease;

  b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land;

  c. except as provided in Paragraph 3.c., any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances;

  d. contamination, explosion, fire, fracturing, vibration, earthquake, or subsidence; or

  e. negligence by a person or an Entity exercising a right to extract or develop minerals or other subsurface substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

	First American Title Insurance Company
	/s/ Dennis J. Gilmore
	Dennis J. Gilmore
	President
	/s/ Jeffrey S. Robinson
	Jeffrey S. Robinson
	Secretary

Form 5025548 (3-1-17)                 Page 12 of 17                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

MINERALS AND SURFACE DAMAGE

ENDORSEMENT (T-19.2)

Issued by

First American Title Insurance Company

Herein called the Company

Attached to Policy No.:

File No.: NCS-762885-05-SA1

Applies to Parcel(s):

The Company insures the insured against loss which the insured shall sustain by reason of damage to improvements (excluding lawns shrubbery, or trees) located on the Land on or after Date of Policy resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of coal, lignite, oil, gas or other minerals excepted or excluded on Schedule A, Item 2 or excepted in Schedule B. This endorsement does not insure against loss resulting from subsidence.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Dated:

	First American Title Insurance Company
	/s/ Dennis J. Gilmore
	Dennis J. Gilmore
	President
	/s/ Jeffrey S. Robinson
	Jeffrey S. Robinson
	Secretary

Form 5025548 (3-1-17)                 Page 13 of 17                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

ACCESS ENDORSEMENT (T-23)

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-05-SA1

Issued by FIRST AMERICAN TITLE INSURANCE COMPANY herein called the company

The Company insures against loss or damage sustained by the insured if, at Date of Policy: (i) the land does not abut and have both actual vehicular and pedestrian access to and from Great Hills Trail (as to Tract 1) (the “Street”), or (ii) the street is not physically open.

This endorsement is made a part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

	First American Title Insurance Company
	/s/ Dennis J. Gilmore
	Dennis J. Gilmore
	President
	/s/ Jeffrey S. Robinson
	Jeffrey S. Robinson
	Secretary

Form 5025548 (3-1-17)                 Page 14 of 17                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

ACCESS ENDORSEMENT (T-23)

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-05-SA1

Issued by FIRST AMERICAN TITLE INSURANCE COMPANY herein called the company

The Company insures against loss or damage sustained by the insured if, at Date of Policy: (i) the land does not abut and have both actual vehicular and pedestrian access to and from Rian Creek Parkway (as to Tract 1) (the “Street”), or (ii) the street is not physically open.

This endorsement is made a part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

	First American Title Insurance Company
	/s/ Dennis J. Gilmore
	Dennis J. Gilmore
	President
	/s/ Jeffrey S. Robinson
	Jeffrey S. Robinson
	Secretary

Form 5025548 (3-1-17)                 Page 15 of 17                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

Important Notice   ISSUED BY First American Title Insurance Company

IMPORTANT NOTICE	AVISO IMPORTANTE
To obtain information or make a complaint:	Para obtener informacion o para someter una queja:
You may call First American Title Insurance Company’s	Usted puede llamar al numero de telefono gratis First
toll-free telephone number for information or to make a	American Title Insurance Company’s para informacion
complaint at:	para someter una queja al:
1-888-632-1642	1-888-632-1642
You may also write to First American Title Insurance	Usted tambien puede escribir a First American Title
Company at:	Insurance Company:
1 First American Way	1 First American Way
Santa Ana, California 92707	Santa Ana, California 92707
You may contact the Texas Department of Insurance to	Puede comunicarse con el Departamento de Seguros de
obtain information on companies, coverages, rights or	Texas para obtener informacion acerca de companias,
complaints at:	coberturas, derechos o quejas al:
1-800-252-3439	1-800-252-3439
You may write the Texas Department of Insurance:	Puede escribir al Departamento de Seguros de Texas:
P.O. Box 149104	P.O. Box 149104
Austin, TX 78714-9104	Austin, TX 78714-9104
Fax: (512) 475-1771	Fax: (512) 475-1771
Web: http://www.tdi.state.tx.us	Web: http://www.tdi.state.tx.us
E-mail: ConsumerProtection@tdi.state.tx.us	E-mail: ConsumerProtection@tdi.state.tx.us
PREMIUM OR CLAIM DISPUTES:	DISPUTAS SOBRE PRIMAS O RECLAMOS:
Should you have a dispute concerning your premium or about a claim you should contact First American Title Insurance Company first. If the dispute is not resolved, you may contact the Texas Department of Insurance.	Si tiene una disputa concerniente a su prima o a un reclamo, debe comunicarse con el First American Title Insurance Company primero. Si no se resuelve la disputa, puede entonces comunicarse con el departamento (TDI).
ATTACH THIS NOTICE TO YOUR POLICY:	UNA ESTE AVISO A SU POLIZA:
This notice is for information only and does not become a	Este aviso es solo para proposito de informacion y no se
part or condition of the attached document.	convierte en parte o condicion del documento adjunto.

Form 5025548 (3-1-17)                 Page 16 of 17                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

Privacy Information

We Are Committed to Safeguarding Customer Information

In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information.

Applicability

This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values.

Types of Information

Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:

● Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means;

● Information about your transactions with us, our affiliated companies, or others; and

● Information we receive from a consumer reporting agency.

Use of Information

We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.

Former Customers

Even if you are no longer our customer, our Privacy Policy will continue to apply to you.

Confidentiality and Security

We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American’s Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

Information Obtained Through Our Web Site

First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet.

In general, you can visit First American or its affiliates’ Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site.

There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above.

Business Relationships

First American Financial Corporation’s site and its affiliates’ sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites.

Cookies

Some of First American’s Web sites may make use of “cookie” technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive.

FirstAm.com uses stored cookies. The goal of this technology is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience.

--------------------------------------------------------------------------------------  

Fair Information Values

Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy.

Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy.

Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws governing the collection, use and dissemination of data.

Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections.

Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner.

Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain.

Form 50-PRIVACY (9/1/10) Page 1 of 1 Privacy Information (2001-2010 First American Financial Corporation)

Form 5025548 (3-1-17)                 Page 17 of 17                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

	Owner’s Policy of Title Insurance T-1
	ISSUED BY First American Title Insurance Company
Owner’s Policy	POLICY NUMBER

Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the “Company”) insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from:

(a) A defect in the Title caused by:

(i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term “encroachment” includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

(d) Any statutory or constitutional mechanic’s, contractor’s, or materialman’s lien for labor or materials having its inception on or before Date of Policy.

3. Lack of good and indefeasible Title.

4. No right of access to and from the Land.

(Covered Risks Continued on Page 2

In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A.

First American Title Insurance Company

/s/ Dennis J. Gilmore                                                     

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson                                                  

Jeffrey S. Robinson

Secretary

	This jacket was created electronically and constitutes an original document
(This Policy is valid only when Schedules A and B are attached)

Form 5025548 (3-1-17)                 Page 1 of 16                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

COVERED RISKS (Continued)

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to:

(a) the occupancy, use or enjoyment of the Land;

(b) the character, dimensions or location of any improvement erected on the Land;

(c) subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice.

6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective:

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency or similar creditors’ rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency or similar creditors’ rights laws by reason of the failure of its recording in the Public Records:

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys’ fees and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys’ fees or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to:

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions or location of any improvement erected on the Land;

(iii) subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims or other matters:

(a) created, suffered, assumed or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant

and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is:

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

6. The refusal of any person to purchase, lease or lend money on the estate or interest covered hereby in the land described in Schedule A because of Unmarketable Title.

Form 5025548 (3-1-17)                 Page 2 of 16                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

CONDITIONS

1. DEFINITION OF TERMS.

The following terms when used in this policy mean:

(a) “Amount of Insurance”: the amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) “Date of Policy”: The date designated as “Date of Policy” in Schedule A.

(c) “Entity”: A corporation, partnership, trust, limited liability company or other similar legal entity.

(d) “Insured”: the Insured named in Schedule A.

(i) The term “Insured” also includes:

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title;

(1) If the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured,

(2) If the grantee wholly owns the named Insured,

(3) If the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) If the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii) With regard to (A), (B), (C) and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) “Insured Claimant”: an Insured claiming loss or damage.

(f) “Knowledge” or “Known”: actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) “Land”: the land described in Schedule A, and affixed improvements that by law constitute real property. The term “Land” does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) “Mortgage”: mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) “Public Records”: records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), “Public Records” shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) “Title”: the estate or interest described in Schedule A.

(k) “Unmarketable Title”: Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE.

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT.

The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) below, or (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company’s liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

When, after the Date of the Policy, the Insured notifies the Company as required herein of a lien, encumbrance, adverse claim or other defect in Title insured by this policy that is not excluded or excepted from the coverage of this policy, the Company shall promptly investigate the charge to determine whether the lien, encumbrance, adverse claim or defect or other matter is valid and not barred by law or statute. The Company shall notify the Insured in writing, within a reasonable time, of its determination as to the validity or invalidity of the Insured’s claim or charge under the policy. If the Company concludes that the lien, encumbrance, adverse claim or defect is not covered by this policy, or was otherwise addressed in the closing of the transaction in connection with which this policy was issued, the Company shall specifically advise the Insured of the reasons for its determination. If the Company concludes that the lien, encumbrance, adverse claim or defect is valid, the Company shall take one of the following actions: (i) institute the necessary proceedings to clear the lien, encumbrance, adverse claim or defect from the Title as insured; (ii) indemnify the Insured as provided in this policy; (iii) upon payment of appropriate premium and charges therefor, issue to the Insured Claimant or to a subsequent owner, mortgagee or holder of the estate or interest in the Land insured by this policy, a policy of

Form 5025548 (3-1-17)                 Page 3 of 16                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

CONDITIONS (Continued)

title insurance without exception for the lien, encumbrance, adverse claim or defect, said policy to be in an amount equal to the current value of the Land or, if a loan policy, the amount of the loan; (iv) indemnify another title insurance company in connection with its issuance of a policy(ies) of title insurance without exception for the lien, encumbrance, adverse claim or defect; (v) secure a release or other document discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a combination of (i) through (v) herein.

4. PROOF OF LOSS.

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS.

(a) Upon written request by the Insured, and subject to the options contained in Sections 3 and 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in Sections 3 and 7, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction and it expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE.

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company’s expense, shall give the Company all reasonable

aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company’s obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY.

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys’ fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay.

Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys’ fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is

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CONDITIONS (Continued)

obligated to pay; or

(ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys’ fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company’s obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY.

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of:

(i) the Amount of Insurance; or

(ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 3 or 5 and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys’ fees and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY.

(a) If the Company establishes the Title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the Land, all as insured, or takes action in accordance with Section 3 or 7, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company’s consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY.

All payments under this policy, except payments made for costs, attorneys’ fees and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE.

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS.

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT.

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys’ fees and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company’s right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION.

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association (“Rules”). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

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CONDITIONS (Continued)

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT.

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim, shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy or (iv) increase the Amount of Insurance. Each Commitment, endorsement or other form, or provision in the Schedules to this policy that refers to a term defined in Section 1 of the Conditions shall be deemed to refer to the term regardless of whether the term is capitalized in the Commitment, endorsement or other form, or Schedule. Each Commitment, endorsement or other form, or provision in the Schedules that refers to the Conditions and Stipulations shall be deemed to refer to the Conditions of this policy.

16. SEVERABILITY.

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid and all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM.

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies or enforcement of policies of title insurance of the jurisdiction where the Land is located.

Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured, and in interpreting and enforcing the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of laws principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT.

Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way, Santa Ana, California 92707. Phone: 888-632-1642.

       Schedule A   Owner Policy of Title Insurance (T-1)   ISSUED BY First American Title Insurance Company   POLICY NUMBER

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Name and Address of Title Insurance Company:

First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707.

File No.: NCS-762885-05B

Date of Policy: Date of Recording at Time of Recording

Address for Reference only:

Amount of Insurance: $41,800,000.00                             Premium: $TBD

  1. Name of Insured:

Keppel-KBS Westech 360, Inc., a Delaware corporation

  2. The estate or interest in the Land that is insured by this policy is:

Fee Simple

  3. Title is insured as vested in:

Keppel-KBS Westech 360, Inc., a Delaware corporation

  4. The land referred to in this policy is described as follows:

LOT 1, OAKCHASE SECTION 2, A SUBDIVISION IN TRAVIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF, RECORDED IN VOLUME 85, PAGE 195A, PLAT RECORDS OF TRAVIS COUNTY, TEXAS.

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             Schedule B   Owner Policy of Title Insurance (T-1)   ISSUED BY First American Title Insurance Company   POLICY NUMBER  

File No. NCS-762885-05B

EXCEPTIONS FROM COVERAGE

This policy does not insure against loss or damage (and the Company will not pay costs, attorney’s fees or expenses) that arise by reason of the terms and conditions of the leases and easements, if any, shown in Schedule A and the following matters:

1. The following restrictive covenants of record itemized below:

(the Company must either insert specific recording data or delete this exception)

See Item 6(a) below.

2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements.

3. Homestead or community property or survivorship rights, if any, of any spouse of any Insured.

4. Any titles or rights asserted by anyone, including but not limited to, persons, the public, corporations, governments or other entities,

  a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or

  b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or

  c. to filled-in lands, or artificial islands, or

  d. to statutory water rights, including riparian rights, or

  e. to the area extending from the line of mean low tide to the line of vegetation, or the right of access to that area or easement along and across that area.

5. Standby fees, taxes and assessments by any taxing authority for the year 2017, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year.

6. The following matters and all terms of the documents creating or offering evidence of the matters:

(the Company must insert matters or delete this exception)

The Following Matters Affect (All Tracts):

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a. Any covenants, conditions or restrictions indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, or national origin are hereby deleted to the extent such covenants, conditions or restrictions violate 42 USC 3604 {c}.

Restrictive Covenants recorded in/under Volume 85, Page 195A of the Plat Records of Travis County, Texas.

b. This item has been intentionally deleted.

c. This item has been intentionally deleted.

d. Rights of tenants in possession, as tenants only, under unrecorded leases or rental agreements as shown on the attached rent roll, which rights do not include any rights of first refusal or options to purchase all or any portion of the Land.

e. This item has been intentionally deleted.

f. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed.

g. The following, all according to plat recorded in Volume 85, Page 195A of the Plat Records of Travis County, Texas.

Drainage easement along the rear property line(s).

Twenty-five (25’) foot building line along the north property line(s).

Greenbelt and drainage easement along the south property line(s).

h.	Easement:
	To:	City of Austin
	Recorded:	in Volume 4235, Page 1306, of the Real Property Records, of County, Texas.
	Purpose:	Sanitary sewer easement
i.	Easement:
	To:	City of Austin
	Recorded:	in Volume 9404, Page 600, of the Real Property Records, of County, Texas.
	Purpose:	Public utility easement
j.	Terms, conditions and stipulations contained in Agreement:
	Recorded:	Volume 8082, Page 699, Real Property Records, County, Texas.
	Type:	Boundary Line Agreement

The Following Matters Affect (All Tracts):

k. This item has been intentionally deleted.

l. Section 14 of the Conditions of this policy is hereby deleted.

m. The following matters disclosed by an ALTA/NSPS surveys made by Chaparral Professional Land Surveying, Inc. on September 29, 2017 and designated Job No. 557-002 (As to Tract III):

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A. Any rights, claims and/or easements in connection with the fire hydrants and fire department connections in various locations on the subject property as depicted on the Survey.

B. Any rights, claims and/or easements in connection with the wastewater manholes and sanitary sewer manholes lying outside of the sanitary sewer easement as depicted on the Survey.

C. Any rights, claims and/or easements in connection with the water manhole and guy wire located along the north property line (Of Tract III) as depicted on the Survey.

D. Encroachment of the 3 story glass and frame building and concrete wall over the 25 foot building setback line along the north property line (Of Tract III) as depicted on the Survey.

n. Any and all liens arising by reason of unpaid bills or claims for work performed or materials furnished in connection with improvements placed, or to be placed, upon the subject land. However, the Company does insure the Insured against loss, if any, sustained by the Insured under this Policy if such liens have been filed with the County Clerk of Travis County, Texas, prior to the date hereof.

Form 5025548 (3-1-17)                 Page 10 of 16                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

RESTRICTIONS, ENCROACHMENTS, MINERALS ENDORSEMENT -

OWNER’S POLICY (FORM T-19.1)

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-05B

  1. The insurance provided by this endorsement is subject to the exclusions in Section 5 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

  2. For the purposes of this endorsement only:

  a. “Covenant’’ means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

  b. “Improvement” means a building, structure, road, walkway, driveway, or curb, affixed to either the Land or adjoining land and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

  c. “Private Right” means (i) an option to purchase; (ii) a right of first refusal; or (iii) a right of prior approval of a future purchaser or occupant.

  3. The Company insures against loss or damage sustained by the Insured by reason of:

  a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

  b. Enforced removal of an Improvement located on the Land at Date of Policy as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation;

  c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation; or

  d. Enforcement of a Private Right in a Covenant affecting the Title at Date of Policy based on a transfer of Title on or before Date of Policy that causes a loss of the Insured’s Title.

  4. The Company insures against loss or damage sustained by reason of:

  a. An encroachment of:

  i. an Improvement located on the Land, at Date of Policy, onto adjoining land or onto that portion of the Land subject to an easement; or

  ii. an Improvement located on adjoining land onto the Land at Date of Policy unless an exception in Schedule B of the policy identifies the encroachment otherwise insured against in Sections 4.a.i. or 4.a.ii.; or

  b. A final court order or judgment requiring the removal from any land adjoining the Land of an encroachment identified in Schedule B; or

  c. Damage to an Improvement located on the Land, at Date of Policy that is located on or encroaches onto that portion of the Land subject to an easement excepted in Schedule B, which damage results from the exercise of the right to maintain the easement for the purpose for which it was granted or reserved; or

  d. Damage to an Improvement located on the Land on or after Date of Policy, resulting from the future exercise of a right to use the surface of the Land for the extraction or development of minerals or any other subsurface substances excepted from the description of the Land or excepted in Schedule B.

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  5. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees, or expenses) resulting from:

  a. any Covenant contained in an instrument creating a lease;

  b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land;

  c. except as provided in Paragraph 3.c., any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances;

  d. contamination, explosion, fire, fracturing, vibration, earthquake, or subsidence; or

  e. negligence by a person or an Entity exercising a right to extract or develop minerals or other subsurface substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

	First American Title Insurance Company
	/s/ Dennis J. Gilmore
	Dennis J. Gilmore
	President
	/s/ Jeffrey S. Robinson
	Jeffrey S. Robinson
	Secretary

Form 5025548 (3-1-17)                 Page 12 of 16                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

MINERALS AND SURFACE DAMAGE

ENDORSEMENT (T-19.2)

Issued by

First American Title Insurance Company

Herein called the Company

Attached to Policy No.:

File No.: NCS-762885-05B

Applies to Parcel(s):

The Company insures the insured against loss which the insured shall sustain by reason of damage to improvements (excluding lawns shrubbery, or trees) located on the Land on or after Date of Policy resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of coal, lignite, oil, gas or other minerals excepted or excluded on Schedule A, Item 2 or excepted in Schedule B. This endorsement does not insure against loss resulting from subsidence.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Dated:

	First American Title Insurance Company
	/s/ Dennis J. Gilmore
	Dennis J. Gilmore
	President
	/s/ Jeffrey S. Robinson
	Jeffrey S. Robinson
	Secretary

Form 5025548 (3-1-17)                 Page 13 of 16                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

ACCESS ENDORSEMENT (T-23)

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-05B

Issued by FIRST AMERICAN TITLE INSURANCE COMPANY herein called the company

The Company insures against loss or damage sustained by the insured if, at Date of Policy: (i) the land does not abut and have both actual vehicular and pedestrian access to and from Capital of Texas Highway (Loop 360) (the “Street”), or (ii) the street is not physically open.

This endorsement is made a part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

	First American Title Insurance Company
	/s/ Dennis J. Gilmore
	Dennis J. Gilmore
	President
	/s/ Jeffrey S. Robinson
	Jeffrey S. Robinson
	Secretary

Form 5025548 (3-1-17)                 Page 14 of 16                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

Important Notice   ISSUED BY First American Title Insurance Company

IMPORTANT NOTICE	AVISO IMPORTANTE
To obtain information or make a complaint:	Para obtener informacion o para someter una queja:
You may call First American Title Insurance Company’s	Usted puede llamar al numero de telefono gratis First
toll-free telephone number for information or to make a	American Title Insurance Company’s para informacion o
complaint at:	para someter una queja al:
1-888-632-1642	1-888-632-1642
You may also write to First American Title Insurance	Usted tambien puede escribir a First American Title
Company at:	Insurance Company:
1 First American Way	1 First American Way
Santa Ana, California 92707	Santa Ana, California 92707
You may contact the Texas Department of Insurance to	Puede comunicarse con el Departamento de Seguros de
obtain information on companies, coverages, rights or	Texas para obtener informacion acerca de companias,
complaints at:	coberturas, derechos o quejas al:
1-800-252-3439	1-800-252-3439
You may write the Texas Department of Insurance:	Puede escribir al Departamento de Seguros de Texas:
P.O. Box 149104	P.O. Box 149104
Austin, TX 78714-9104	Austin, TX 78714-9104
Fax: (512) 475-1771	Fax: (512) 475-1771
Web: http://www.tdi.state.tx.us	Web: http://www.tdi.state.tx.us
E-mail: ConsumerProtection@tdi.state.tx.us	E-mail: ConsumerProtection@tdi.state.tx.us
PREMIUM OR CLAIM DISPUTES:	DISPUTAS SOBRE PRIMAS O RECLAMOS:
Should you have a dispute concerning your premium or	Si tiene una disputa concerniente a su prima o a un
about a claim you should contact First American Title	reclamo, debe comunicarse con el First American Title
Insurance Company first. If the dispute is not resolved, you	Insurance Company primero. Si no se resuelve la disputa,
may contact the Texas Department of Insurance.	puede entonces comunicarse con el departamento (TDI).
ATTACH THIS NOTICE TO YOUR POLICY:	UNA ESTE AVISO A SU POLIZA:
This notice is for information only and does not become a	Este aviso es solo para proposito de informacion y no se
part or condition of the attached document.	convierte en parte o condicion del documento adjunto.

Form 5025548 (3-1-17)                 Page 15 of 16                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

Privacy Information

We Are Committed to Safeguarding Customer Information

In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information.

Applicability

This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values.

Types of Information

Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:

● Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means;

● Information about your transactions with us, our affiliated companies, or others; and

● Information we receive from a consumer reporting agency.

Use of Information

We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.

Former Customers

Even if you are no longer our customer, our Privacy Policy will continue to apply to you.

Confidentiality and Security

We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American’s Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

Information Obtained Through Our Web Site

First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet.

In general, you can visit First American or its affiliates’ Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site.

There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above.

Business Relationships

First American Financial Corporation’s site and its affiliates’ sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites.

Cookies

Some of First American’s Web sites may make use of “cookie” technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive.

FirstAm.com uses stored cookies. The goal of this technology is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience.

------------------------------------------------

Fair Information Values

Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy.

Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy.

Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws governing the collection, use and dissemination of data.

Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections.

Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner.

Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain.

Form 50-PRIVACY (9/1/10) Page 1 of 1 Privacy Information (2001-2010 First American Financial Corporation)

Form 5025548 (3-1-17)                 Page 16 of 16                         TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

	Owner Policy of Title Insurance T-1
	ISSUED BY First American Title Insurance Company
Owner’s Policy	POLICY NUMBER

Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the “Company”) insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from:

(a) A defect in the Title caused by:

(i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term “encroachment” includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

(d) Any statutory or constitutional mechanic’s, contractor’s, or materialman’s lien for labor or materials having its inception on or before Date of Policy.

3. Lack of good and indefeasible Title.

4. No right of access to and from the Land.

(Covered Risks Continued on Page 2

In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A.

First American Title Insurance Company

/s/ Dennis J. Gilmore                                               

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson                                             

Jeffrey S. Robinson

Secretary

This jacket was created electronically and constitutes an original document

(This Policy is valid only when Schedules A and B are attached)

Form 5025548 (3-1-17)                 Page 1 of 18                         TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

COVERED RISKS (Continued)

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to:

(a) the occupancy, use or enjoyment of the Land;

(b) the character, dimensions or location of any improvement erected on the Land;

(c) subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice.

6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective:

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency or similar creditors’ rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency or similar creditors’ rights laws by reason of the failure of its recording in the Public Records:

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys’ fees and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys’ fees or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to:

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions or location of any improvement erected on the Land;

(iii) subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims or other matters:

(a) created, suffered, assumed or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant

and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is:

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

6. The refusal of any person to purchase, lease or lend money on the estate or interest covered hereby in the land described in Schedule A because of Unmarketable Title.

Form 5025548 (3-1-17)                 Page 2 of 18                         TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

CONDITIONS

1. DEFINITION OF TERMS.

The following terms when used in this policy mean:

(a) “Amount of Insurance”: the amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) “Date of Policy”: The date designated as “Date of Policy” in Schedule A.

(c) “Entity”: A corporation, partnership, trust, limited liability company or other similar legal entity.

(d) “Insured”: the Insured named in Schedule A.

(i) The term “Insured” also includes:

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title;

(1) If the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured,

(2) If the grantee wholly owns the named Insured,

(3) If the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) If the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii) With regard to (A), (B), (C) and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) “Insured Claimant”: an Insured claiming loss or damage.

(f) “Knowledge” or “Known”: actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) “Land”: the land described in Schedule A, and affixed improvements that by law constitute real property. The term “Land” does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) “Mortgage”: mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) “Public Records”: records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), “Public Records” shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) “Title”: the estate or interest described in Schedule A.

(k) “Unmarketable Title”: Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE.

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT.

The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) below, or (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company’s liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

When, after the Date of the Policy, the Insured notifies the Company as required herein of a lien, encumbrance, adverse claim or other defect in Title insured by this policy that is not excluded or excepted from the coverage of this policy, the Company shall promptly investigate the charge to determine whether the lien, encumbrance, adverse claim or defect or other matter is valid and not barred by law or statute. The Company shall notify the Insured in writing, within a reasonable time, of its determination as to the validity or invalidity of the Insured’s claim or charge under the policy. If the Company concludes that the lien, encumbrance, adverse claim or defect is not covered by this policy, or was otherwise addressed in the closing of the transaction in connection with which this policy was issued, the Company shall specifically advise the Insured of the reasons for its determination. If the Company concludes that the lien, encumbrance, adverse claim or defect is valid, the Company shall take one of the following actions: (i) institute the necessary proceedings to clear the lien, encumbrance, adverse claim or defect from the Title as insured; (ii) indemnify the Insured as provided in this policy; (iii) upon payment of appropriate premium and charges therefor, issue to the Insured Claimant or to a subsequent owner, mortgagee or holder of the estate or interest in the Land insured by this policy, a policy of

Form 5025548 (3-1-17)                 Page 3 of 18                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

CONDITIONS (Continued)

title insurance without exception for the lien, encumbrance, adverse claim or defect, said policy to be in an amount equal to the current value of the Land or, if a loan policy, the amount of the loan; (iv) indemnify another title insurance company in connection with its issuance of a policy(ies) of title insurance without exception for the lien, encumbrance, adverse claim or defect; (v) secure a release or other document discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a combination of (i) through (v) herein.

4. PROOF OF LOSS.

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS.

(a) Upon written request by the Insured, and subject to the options contained in Sections 3 and 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in Sections 3 and 7, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction and it expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE.

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company’s expense, shall give the Company all reasonable

aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company’s obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY.

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys’ fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay.

Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys’ fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is

Form 5025548 (3-1-17)                 Page 4 of 18                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

CONDITIONS (Continued)

obligated to pay; or

(ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys’ fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company’s obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY.

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of:

(i) the Amount of Insurance; or

(ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 3 or 5 and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys’ fees and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY.

(a) If the Company establishes the Title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the Land, all as insured, or takes action in accordance with Section 3 or 7, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company’s consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY.

All payments under this policy, except payments made for costs, attorneys’ fees and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE.

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS.

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT.

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys’ fees and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company’s right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION.

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association (“Rules”). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

Form 5025548 (3-1-17)                 Page 5 of 18                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

CONDITIONS (Continued)

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT.

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim, shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy or (iv) increase the Amount of Insurance. Each Commitment, endorsement or other form, or provision in the Schedules to this policy that refers to a term defined in Section 1 of the Conditions shall be deemed to refer to the term regardless of whether the term is capitalized in the Commitment, endorsement or other form, or Schedule. Each Commitment, endorsement or other form, or provision in the Schedules that refers to the Conditions and Stipulations shall be deemed to refer to the Conditions of this policy.

16. SEVERABILITY.

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid and all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM.

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies or enforcement of policies of title insurance of the jurisdiction where the Land is located.

Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured, and in interpreting and enforcing the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of laws principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT.

Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way, Santa Ana, California 92707. Phone: 888-632-1642.

	Owner Policy of Title Insurance (T-1)
	ISSUED BY
	First American Title Insurance Company
Schedule A	POLICY NUMBER

Form 5025548 (3-1-17)                 Page 6 of 18                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

Name and Address of Title Insurance Company:

First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707.

File No.: NCS-762885-09-SA1

Date of Policy: Date of recording at Time of recording

Address for Reference only: 1800 West Loop South, Houston, TX

Amount of Insurance: $78,550,000.00                         Premium: $TBD

1. Name of Insured:

Keppel-KBS 1800 West Loop, Inc., a Delaware corporation

2. The estate or interest in the Land that is insured by this policy is:

Fee Simple

3. Title is insured as vested in:

Keppel-KBS 1800 West Loop, Inc., a Delaware corporation

4. The land referred to in this policy is described as follows:

ALL THAT CERTAIN 1.8846 ACRES OF LAND IN THE WILLIAM WHITE SURVEY, A-836, HOUSTON, HARRIS COUNTY, TEXAS AND BEING ALL OF THAT CERTAIN CALLED 1.8846 ACRE TRACT OF LAND DESCRIBED IN A DEED DATED 03-23-2004 FROM CRESCENT REAL ESTATE FUNDING VIII, L.P. TO 1800 WEST LOOP HOUSTON, LTD. FILED IN THE OFFICIAL PUBLIC RECORDS OF REAL PROPERTY OF HARRIS COUNTY, TEXAS, AT CLERK FILE NO. X-479543, FILM CODE NO. ###-##-####, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:

COMMENCING AT A POINT BEING THE INTERSECTION OF THE SOUTH RIGHT-OF-WAY LINE OF HALLMARK STREET (60’ WIDE) AND THE WEST RIGHT-OF-WAY LINE OF INTERSTATE HIGHWAY 610 (WEST LOOP SOUTH) (WIDTH VARIES) AND BEING A POINT ON A CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 01° 38’ 11”, A RADIUS OF 5,554.58’, THE CENTER BEING LOCATED ON A RADIAL LINE BEARING OF N 79° 04’ 14” W FROM SAID POINT; THENCE IN A SOUTHERLY DIRECTION WITH SAID CURVE AND WITH SAID WEST RIGHT-OF-WAY LINE FOR AN ARC DISTANCE OF 158.64’ TO A FOUND 5/8” IRON ROD FOR THE POINT OF TANGENCY; THENCE S 12° 33’ 58” W - 188.93’, CONTINUING WITH SAID WEST RIGHT-OF-WAY LINE TO A FOUND 5/8” IRON ROD WITH CAP FOR THE POINT OF BEGINNING;

THENCE S 12° 33’ 58” W - 386.24’, CONTINUING WITH SAID WEST RIGHT-OF-WAY LINE TO A FOUND 5/8” IRON ROD WITH CAP FOR CORNER;

THENCE S 89° 08’ 16” W - 64.45’, WITH THE SOUTH LINE OF THE SUBJECT TRACT BEING A CUTBACK LINE FOR SAID I.H. 610 TO A FOUND 5/8” IRON ROD WITH CAP FOR CORNER ON THE EASTERLY RIGHT-OF-WAY LINE OF SAN FELIPE ROAD (AS WIDENED);

THENCE N 35° 17’ 22” W - 81.40’, CONTINUING WITH SAID EASTERLY RIGHT-OF-WAY LINE TO A FOUND 5/8” IRON ROD WITH CAP FOR CORNER;

THENCE S 81° 11’ 20” W - 4.03’, CONTINUING WITH SAID EASTERLY RIGHT-OF-WAY LINE TO A FOUND 5/8” IRON ROD WITH CAP FOR CORNER;

THENCE N 31° 06’ 19” W - 48.39’, CONTINUING WITH SAID EASTERLY RIGHT-OF-WAY LINE TO A FOUND 5/8” IRON ROD WITH CAP FOR CORNER;

Form 5025548 (3-1-17)                 Page 7 of 18                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

THENCE S 80° 28’ 59” W - 5.76’, CONTINUING WITH SAID EASTERLY RIGHT-OF-WAY LINE TO A FOUND 5/8” IRON ROD WITH CAP FOR CORNER;

THENCE N 30° 41’ 38” W - 186.63’, CONTINUING WITH SAID EASTERLY RIGHT-OF-WAY LINE TO A FOUND 1/2” IRON ROD FOR CORNER;

THENCE WITH THAT CERTAIN BOUNDARY LINE AGREEMENT DATED 08-06-1990 BETWEEN THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, 1800 WEST LOOP TOWER ASSOCIATES AND AETNA INSURANCE COMPANY FILED IN THE OFFICIAL PUBLIC RECORDS OF REAL PROPERTY OF HARRIS COUNTY, TEXAS, AT CLERK FILE NO. M-780636, FILM CODE NO. ###-##-####, THE FOLLOWING THREE (3) COURSES AND DISTANCES:

N 59° 21’ 04” E - 25.05’ TO A FOUND 5/8” IRON ROD IN CONCRETE;

NORTH - 76.08’ TO A FOUND 5/8” IRON ROD IN CONCRETE;

N 80° 57’ 30” E - 238.44’ TO A FOUND 5/8” IRON ROD IN CONCRETE;

THENCE S 77° 31’ 09” E - 70.06’, CONTINUING WITH SAID BOUNDARY LINE AGREEMENT TO THE POINT OF BEGINNING AND CONTAINING 1.8846 ACRES (82,095 SQUARE FEET) OF LAND, MORE OR LESS.

Note: The Company is prohibited from insuring the area or quantity of the land described herein. Any statement in the above legal description of the area or quantity of land is not a representation that such area or quantity is correct, but is made only for informational and/or identification purposes and does not override Item 2 of Schedule B hereof.

Form 5025548 (3-1-17)                 Page 8 of 18                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

..	Owner Policy of Title Insurance (T-1)
	ISSUED BY
	First American Title Insurance Company
Schedule B	POLICY NUMBER

File No. NCS-762885-09-SA1

EXCEPTIONS FROM COVERAGE

This policy does not insure against loss or damage (and the Company will not pay costs, attorney’s fees or expenses) that arise by reason of the terms and conditions of the leases and easements, if any, shown in Schedule A and the following matters:

1. The following restrictive covenants of record itemized below:

(the Company must either insert specific recording data or delete this exception)

See Item 6 (l.) below.

2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements.

3. Homestead or community property or survivorship rights, if any, of any spouse of any Insured.

4. Any titles or rights asserted by anyone, including but not limited to, persons, the public, corporations, governments or other entities,

  a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or

  b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or

  c. to filled-in lands, or artificial islands, or

  d. to statutory water rights, including riparian rights, or

  e. to the area extending from the line of mean low tide to the line of vegetation, or the right of access to that area or easement along and across that area.

5. Standby fees, taxes and assessments by any taxing authority for the year 2017, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year.

6. The following matters and all terms of the documents creating or offering evidence of the matters:

a. This item has been intentionally deleted.

b. This item has been intentionally deleted.

Form 5025548 (3-1-17)                 Page 9 of 18                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

  c. Rights of tenants in possession, as tenants only, under unrecorded leases or rental agreements as shown on the attached rent roll attached hereto, which rights do not include any rights of first refusal or options to purchase all or any portion of the Land..

d.	Easement:
	To:	Houston Lighting and Power Company, a Texas corporation
	Recorded:	May 28, 1982 in County Clerk’s File No. H466847, of the Official Public Records, of Harris County, Texas.
	Purpose:	Electrical distribution lines
	Easement:
	To:	Houston Lighting and Power Company, a Texas corporation
	Recorded:	February 04, 1983 in County Clerk’s File No. H804770, of the Official Public Records, of Harris County, Texas.
	Purpose:	Electrical distribution lines
	As affected by Release of Easement recorded on February 18, 1983, in County Clerk’s File No. H822840 of the Official Public Records of Harris County, Texas.
e.	Easement:
	To:	City of Houston
	Recorded:	August 24, 1982 in County Clerk’s File No. H586467, of the Official Public Records, of Harris County, Texas.
	Purpose:	20’ by 10’ Water Meter Easement
f.	Terms, Conditions, and Stipulations in the Agreement by and between:
	Parties:	The Prudential Insurance Company of America, a New Jersey corporation and 1800 West Loop Tower Associates, a Texas general partnership
	Recorded:	August 20, 1990 in County Clerk’s File No. M780636, of the Official Public records, of Harris County, Texas.
	Type:	Boundary Line Agreement

  g. The property covered herein is subject to the terms, conditions, provisions and stipulations of Ordinance #1999-262, of the City of Houston, passed March 24, 1999, and amendments, pertaining to the platting and replatting of real property and the establishment of building set back lines along major thoroughfares within such boundaries.

  h. This item has been intentionally deleted.

  i. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed.

  j. This item has been intentionally deleted.

  k. This item has been intentionally deleted.

  l. Item No. 1, Schedule B, is hereby deleted.

  m. Section 14 of the Conditions of this policy is hereby deleted.

  n. Any and all liens arising by reason of unpaid bills or claims for work performed or materials furnished in connection with improvements placed, or to be placed, upon the subject land.

Form 5025548 (3-1-17)                 Page 10 of 18                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

However, the Company does insure the Insured against loss, if any, sustained by the Insured under this Policy if such liens have been filed with the County Clerk of Harris County, Texas, prior to the date hereof.

Form 5025548 (3-1-17)                 Page 11 of 18                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

RESTRICTIONS, ENCROACHMENTS, MINERALS ENDORSEMENT -

OWNER’S POLICY (FORM T-19.1)

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-09-SA1

  1. The insurance provided by this endorsement is subject to the exclusions in Section 5 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

  2. For the purposes of this endorsement only:

  a. “Covenant’’ means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

  b. “Improvement” means a building, structure, road, walkway, driveway, or curb, affixed to either the Land or adjoining land and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

  c. “Private Right” means (i) an option to purchase; (ii) a right of first refusal; or (iii) a right of prior approval of a future purchaser or occupant.

  3. The Company insures against loss or damage sustained by the Insured by reason of:

  a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

  b. Enforced removal of an Improvement located on the Land at Date of Policy as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation;

  c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation; or

  d. Enforcement of a Private Right in a Covenant affecting the Title at Date of Policy based on a transfer of Title on or before Date of Policy that causes a loss of the Insured’s Title.

  4. The Company insures against loss or damage sustained by reason of:

  a. An encroachment of:

  i. an Improvement located on the Land, at Date of Policy, onto adjoining land or onto that portion of the Land subject to an easement; or

  ii. an Improvement located on adjoining land onto the Land at Date of Policy unless an exception in Schedule B of the policy identifies the encroachment otherwise insured against in Sections 4.a.i. or 4.a.ii.; or

  b. A final court order or judgment requiring the removal from any land adjoining the Land of an encroachment identified in Schedule B; or

  c. Damage to an Improvement located on the Land, at Date of Policy that is located on or encroaches onto that portion of the Land subject to an easement excepted in Schedule B, which damage results from the exercise of the right to maintain the easement for the purpose for which it was granted or reserved; or

  d. Damage to an Improvement located on the Land on or after Date of Policy, resulting from the future exercise of a right to use the surface of the Land for the extraction or development of minerals or any other subsurface substances excepted from the description of the Land or excepted in Schedule B.

Form 5025548 (3-1-17)                 Page 12 of 18         TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

  5. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees, or expenses) resulting from:

  a. any Covenant contained in an instrument creating a lease;

  b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land;

  c. except as provided in Paragraph 3.c., any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances;

  d. contamination, explosion, fire, fracturing, vibration, earthquake, or subsidence; or

  e. negligence by a person or an Entity exercising a right to extract or develop minerals or other subsurface substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

	First American Title Insurance Company
	/s/ Dennis J. Gilmore
	Dennis J. Gilmore
	President
	/s/ Jeffrey S. Robinson
	Jeffrey S. Robinson
	Secretary

Form 5025548 (3-1-17)                 Page 13 of 18                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

MINERALS AND SURFACE DAMAGE

ENDORSEMENT (T-19.2)

Issued by

First American Title Insurance Company

Herein called the Company

Attached to Policy No.:

File No.: NCS-762885-09-SA1

Applies to Parcel(s):

The Company insures the insured against loss which the insured shall sustain by reason of damage to improvements (excluding lawns shrubbery, or trees) located on the Land on or after Date of Policy resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of coal, lignite, oil, gas or other minerals excepted or excluded on Schedule A, Item 2 or excepted in Schedule B. This endorsement does not insure against loss resulting from subsidence.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Dated:

	First American Title Insurance Company
	/s/ Dennis J. Gilmore
	Dennis J. Gilmore
	President
	/s/ Jeffrey S. Robinson
	Jeffrey S. Robinson
	Secretary

Form 5025548 (3-1-17)                 Page 14 of 18                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

ACCESS ENDORSEMENT (T-23)

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-09-SA1

Issued by FIRST AMERICAN TITLE INSURANCE COMPANY herein called the company

The Company insures against loss or damage sustained by the insured if, at Date of Policy: (i) the land does not abut and have both actual vehicular and pedestrian access to and from I.H. 610 (West Loop Fwy.) (the “Street”), or (ii) the street is not physically open.

This endorsement is made a part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

	First American Title Insurance Company
	/s/ Dennis J. Gilmore
	Dennis J. Gilmore
	President
	/s/ Jeffrey S. Robinson
	Jeffrey S. Robinson
	Secretary

Form 5025548 (3-1-17)                 Page 15 of 18                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

ACCESS ENDORSEMENT (T-23)

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-09-SA1

Issued by FIRST AMERICAN TITLE INSURANCE COMPANY herein called the company

The Company insures against loss or damage sustained by the insured if, at Date of Policy: (i) the land does not abut and have both actual vehicular and pedestrian access to and from San Felipe Road (the “Street”), or (ii) the street is not physically open.

This endorsement is made a part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

	First American Title Insurance Company
	/s/ Dennis J. Gilmore
	Dennis J. Gilmore
	President
	/s/ Jeffrey S. Robinson
	Jeffrey S. Robinson
	Secretary

Form 5025548 (3-1-17)                 Page 16 of 18                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

Important Notice   ISSUED BY First American Title Insurance Company

IMPORTANT NOTICE	AVISO IMPORTANTE
To obtain information or make a complaint:	Para obtener informacion o para someter una queja:
You may call First American Title Insurance Company’s	Usted puede llamar al numero de telefono gratis First
toll-free telephone number for information or to make a	American Title Insurance Company’s para informacion o
complaint at:	para someter una queja al:
1-888-632-1642	1-888-632-1642
You may also write to First American Title Insurance	Usted tambien puede escribir a First American Title
Company at:	Insurance Company:
1 First American Way	1 First American Way
Santa Ana, California 92707	Santa Ana, California 92707
You may contact the Texas Department of Insurance to	Puede comunicarse con el Departamento de Seguros de
obtain information on companies, coverages, rights or	Texas para obtener informacion acerca de companias,
complaints at:	coberturas, derechos o quejas al:
1-800-252-3439	1-800-252-3439
You may write the Texas Department of Insurance:	Puede escribir al Departamento de Seguros de Texas:
P.O. Box 149104	P.O. Box 149104
Austin, TX 78714-9104	Austin, TX 78714-9104
Fax: (512) 475-1771	Fax: (512) 475-1771
Web: http://www.tdi.state.tx.us	Web: http://www.tdi.state.tx.us
E-mail: ConsumerProtection@tdi.state.tx.us	E-mail: ConsumerProtection@tdi.state.tx.us
PREMIUM OR CLAIM DISPUTES:	DISPUTAS SOBRE PRIMAS O RECLAMOS:
Should you have a dispute concerning your premium or	Si tiene una disputa concerniente a su prima o a un
about a claim you should contact First American Title	reclamo, debe comunicarse con el First American Title
Insurance Company first. If the dispute is not resolved, you	Insurance Company primero. Si no se resuelve la disputa,
may contact the Texas Department of Insurance.	puede entonces comunicarse con el departamento (TDI).
ATTACH THIS NOTICE TO YOUR POLICY:	UNA ESTE AVISO A SU POLIZA:
This notice is for information only and does not become a	Este aviso es solo para proposito de informacion y no se
part or condition of the attached document.	convierte en parte o condicion del documento adjunto.

Form 5025548 (3-1-17)                 Page 17 of 18                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

Privacy Information

We Are Committed to Safeguarding Customer Information

In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information.

Applicability

This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source.

First American calls these guidelines its Fair Information Values.

Types of Information

Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:

• Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means;

• Information about your transactions with us, our affiliated companies, or others; and

• Information we receive from a consumer reporting agency.

Use of Information

We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.

Former Customers

Even if you are no longer our customer, our Privacy Policy will continue to apply to you.

Confidentiality and Security

We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American’s Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

Information Obtained Through Our Web Site

First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet.

In general, you can visit First American or its affiliates’ Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site.

There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above.

Business Relationships

First American Financial Corporation’s site and its affiliates’ sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites.

Cookies

Some of First American’s Web sites may make use of “cookie” technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive.

FirstAm.com uses stored cookies. The goal of this technology is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience.

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Fair Information Values

Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy.

Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy.

Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws governing the collection, use and dissemination of data.

Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections.

Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner.

Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain.

Form 50-PRIVACY (9/1/10)                  Page 1 of 1                          Privacy Information (2001-2010 First American Financial Corporation)

Form 5025548 (3-1-17)                 Page 18 of 18                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

	Owner’s Policy of Title Insurance T-1
	ISSUED BY First American Title Insurance Company
Owner’s Policy	POLICY NUMBER

Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the “Company”) insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from:

(a) A defect in the Title caused by:

(i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term “encroachment” includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

(d) Any statutory or constitutional mechanic’s, contractor’s, or materialman’s lien for labor or materials having its inception on or before Date of Policy.

3. Lack of good and indefeasible Title.

4. No right of access to and from the Land.

(Covered Risks Continued on Page 2

In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A.

First American Title Insurance Company

/s/ Dennis J. Gilmore                                               

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson                                             

Jeffrey S. Robinson

Secretary

This jacket was created electronically and constitutes an original document

(This Policy is valid only when Schedules A and B are attached)

Form 5025548 (3-1-17)                 Page 1 of 19                         TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

COVERED RISKS (Continued)

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to:

(a) the occupancy, use or enjoyment of the Land;

(b) the character, dimensions or location of any improvement erected on the Land;

(c) subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice.

6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective:

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency or similar creditors’ rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency or similar creditors’ rights laws by reason of the failure of its recording in the Public Records:

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys’ fees and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys’ fees or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to:

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions or location of any improvement erected on the Land;

(iii) subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims or other matters:

(a) created, suffered, assumed or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant

and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is: (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

6. The refusal of any person to purchase, lease or lend money on the estate or interest covered hereby in the land described in Schedule A because of Unmarketable Title.

Form 5025548 (3-1-17)                 Page 2 of 19                         TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

CONDITIONS

1. DEFINITION OF TERMS.

The following terms when used in this policy mean:

(a) “Amount of Insurance”: the amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) “Date of Policy”: The date designated as “Date of Policy” in Schedule A.

(c) “Entity”: A corporation, partnership, trust, limited liability company or other similar legal entity.

(d) “Insured”: the Insured named in Schedule A.

(i) The term “Insured” also includes:

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title;

(1) If the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured,

(2) If the grantee wholly owns the named Insured,

(3) If the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) If the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii) With regard to (A), (B), (C) and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) “Insured Claimant”: an Insured claiming loss or damage.

(f) “Knowledge” or “Known”: actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) “Land”: the land described in Schedule A, and affixed improvements that by law constitute real property. The term “Land” does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) “Mortgage”: mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) “Public Records”: records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), “Public Records” shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) “Title”: the estate or interest described in Schedule A. (k) “Unmarketable Title”: Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE.

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT.

The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) below, or (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company’s liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

When, after the Date of the Policy, the Insured notifies the Company as required herein of a lien, encumbrance, adverse claim or other defect in Title insured by this policy that is not excluded or excepted from the coverage of this policy, the Company shall promptly investigate the charge to determine whether the lien, encumbrance, adverse claim or defect or other matter is valid and not barred by law or statute. The Company shall notify the Insured in writing, within a reasonable time, of its determination as to the validity or invalidity of the Insured’s claim or charge under the policy. If the Company concludes that the lien, encumbrance, adverse claim or defect is not covered by this policy, or was otherwise addressed in the closing of the transaction in connection with which this policy was issued, the Company shall specifically advise the Insured of the reasons for its determination. If the Company concludes that the lien, encumbrance, adverse claim or defect is valid, the Company shall take one of the following actions: (i) institute the necessary proceedings to clear the lien, encumbrance, adverse claim or defect from the Title as insured; (ii) indemnify the Insured as provided in this policy; (iii) upon payment of appropriate premium and charges therefor, issue to the Insured Claimant or to a subsequent owner, mortgagee or holder of the estate or interest in the Land insured by this policy, a policy of

Form 5025548 (3-1-17)                 Page 3 of 19                         TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

CONDITIONS (Continued)

title insurance without exception for the lien, encumbrance, adverse claim or defect, said policy to be in an amount equal to the current value of the Land or, if a loan policy, the amount of the loan; (iv) indemnify another title insurance company in connection with its issuance of a policy(ies) of title insurance without exception for the lien, encumbrance, adverse claim or defect; (v) secure a release or other document discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a combination of (i) through (v) herein.

4. PROOF OF LOSS.

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS.

(a) Upon written request by the Insured, and subject to the options contained in Sections 3 and 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in Sections 3 and 7, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction and it expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE.

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company’s expense, shall give the Company all reasonable

aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company’s obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY.

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys’ fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay.

Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys’ fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is

Form 5025548 (3-1-17)                 Page 4 of 19                         TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

CONDITIONS (Continued)

        obligated to pay; or

(ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys’ fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company’s obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY.

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of:

(i) the Amount of Insurance; or

(ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 3 or 5 and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys’ fees and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY.

(a) If the Company establishes the Title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the Land, all as insured, or takes action in accordance with Section 3 or 7, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company’s consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY.

All payments under this policy, except payments made for costs, attorneys’ fees and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE.

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS.

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT.

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys’ fees and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company’s right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION.

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association (“Rules”). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

Form 5025548 (3-1-17)                 Page 5 of 19 TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

CONDITIONS (Continued)

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT.

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim, shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy or (iv) increase the Amount of Insurance.

Each Commitment, endorsement or other form, or provision in the Schedules to this policy that refers to a term defined in Section 1 of the Conditions shall be deemed to refer to the term regardless of whether the term is capitalized in the Commitment, endorsement or other form, or Schedule. Each Commitment, endorsement or other form, or provision in the Schedules that refers to the Conditions and Stipulations shall be deemed to refer to the Conditions of this policy.

16. SEVERABILITY.

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid and all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM.

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies or enforcement of policies of title insurance of the jurisdiction where the Land is located.

Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured, and in interpreting and enforcing the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of laws principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT.

Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way, Santa Ana, California 92707. Phone: 888-632-1642.

	Owner Policy of Title Insurance (T-1)
	ISSUED BY First American Title Insurance Company
Schedule A	POLICY NUMBER

Form 5025548 (3-1-17)                 Page 6 of 19                         TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

Name and Address of Title Insurance Company:

First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707.

File No.: NCS-762885-10-SA1

Date of Policy: Date of Recording at Time of Recording

Address for Reference only: 6566-6575 West Loop South, Bellaire

Amount of Insurance: $46,300,000                            Premium: $TBD

  1. Name of Insured:

Keppel-KBS West Loop I and II, Inc., a Delaware corporation

  2. The estate or interest in the Land that is insured by this policy is: Fee Simple

  3. Title is insured as vested in:

Keppel-KBS West Loop I and II, Inc., a Delaware corporation

  4. The land referred to in this policy is described as follows:

TRACT I:

DESCRIPTION OF A 3.883 ACRES (169,124 SQUARE FEET) TRACT OF LAND CONVEYED FROM FRM WEST LOOP ASSOCIATES #1, LTD. TO PROPERTY TEXAS SC ONE CORPORATION BY DEED DATED DECEMBER 2, 1997, RECORDED IN HARRIS COUNTY CLERK’S FILE NO. S757408, BEING A PORTION OF LOT 38, BLOCK 4, OF WESTMORELAND FARMS AMENDED FIRST SUBDIVISION, AS RECORDED IN VOLUME 3, PAGES 60 AND 61 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS, SAID 3.883 ACRES OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS (WITH BEARINGS REFERENCED TO HARRIS COUNTY CLERK’S FILE NO. S757408):

COMMENCING AT A 5/8-INCH IRON ROD FOUND IN THE EAST RIGHT-OF-WAY LINE OF SOUTH POST OAK ROAD (WEST LOOP SOUTH) (LOOP 610) (VARIABLE WIDTH) AND THE NORTH RIGHT-OF-WAY LINE OF LOCUST STREET (55 FOOT WIDTH), AS ABANDONED BY THE CITY OF BELLAIRE BY ORDINANCE NO. 79-028, DATED MAY 29, 1979, SAID POINT BEING LOCATED SOUTH 06° 51’ 16” EAST, 110.34 FEET FROM THE SOUTHWEST CORNER OF SAID LOT 38 AND THE NORTHWEST CORNER OF SAID LOT 37;

THENCE, NORTH 06° 51’ 16” WEST, ALONG THE EAST RIGHT-OF-WAY LINE OF SAID SOUTH POST OAK ROAD, A DISTANCE OF 110.34 FEET TO A 5/8-INCH IRON ROD WITH CAP SET FOR THE SOUTHWEST CORNER OF SAID LOT 38 AND THE NORTHWEST CORNER OF SAID LOT 37;

THENCE, NORTH 02° 20’ 53” WEST, ALONG THE EAST RIGHT-OF-WAY LINE OF SAID SOUTH POST OAK ROAD, A DISTANCE OF 25.00 FEET TO 5/8-INCH IRON ROD WITH CAP SET FOR THE POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE HEREIN DESCRIBED TRACT, FROM WHICH A FOUND ½-INCH IRON ROD WITH CAP BEARS NORTH 31° 15’ EAST, 0.55 FOOT:

THENCE, NORTH 02° 20’ 53” WEST, ALONG THE EAST RIGHT-OF-WAY LINE OF SAID SOUTH POST OAK ROAD, A DISTANCE OF 305.00 FEET TO A 5/8-INCH IRON ROD WITH CAP SET FOR THE NORTHWEST CORNER OF SAID LOT 38 AND THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT, FROM WHICH A FOUND ½-INCH IRON ROD WITH CAP BEARS NORTH 48° 08’ EAST, 1.09 FEET;

THENCE, NORTH 87° 40’ 01” EAST, ALONG THE NORTH LINE OF SAID LOT 38, A DISTANCE OF 554.79 FEET TO A ½-INCH IRON ROD FOUND FOR THE NORTHEAST CORNER OF THE HEREIN DESCRIBED

Form 5025548 (3-1-17)                 Page 7 of 19                         TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

TRACT, SAID POINT BEING LOCATED SOUTH 87° 40’ 55” WEST, 66.00 FEET FROM THE NORTHEAST CORNER OF SAID LOT 38, FROM WHICH A  ¹⁄₂-INCH IRON ROD BEARS SOUTH 46° 30’ EAST, 0.41 FOOT;

THENCE, SOUTH 02° 14’ 27” EAST, 66.00 FEET WEST OF AND PARALLEL TO THE EAST LINE OF SAID LOT 38, A DISTANCE OF 305.00 FEET TO A CUT “X” IN CONCRETE FOUND FOR THE SOUTHEAST CORNER OF THE HEREIN DESCRIBED TRACT, SAID POINT BEING LOCATED SOUTH 87° 40’ 00” WEST, 66.00 FEET AND NORTH 02° 14’ 27” WEST, 25.00 FEET FROM THE SOUTHEAST CORNER OF SAID LOT 38, FROM WHICH A FOUND PK NAIL BEARS SOUTH 35° 19’ 55” WEST, 0.51 FOOT;

THENCE, SOUTH 87° 40’ 00” WEST, 25.00 FEET NORTH OF AND PARALLEL TO THE SOUTH LINE OF SAID LOT 38 AND THE NORTH LINE OF SAID LOT 37, A DISTANCE OF 554.22 FEET TO THE POINT OF BEGINNING AND CONTAINING A COMPUTED AREA OF 3.883 ACRES (169,124 SQUARE FEET) OF LAND.

TRACT II:

DESCRIPTION OF A 1.706 ACRES (74,326 SQUARE FEET) TRACT OF LAND CONVEYED FROM FRM LOOP WEST ASSOCIATES #2, LTD., TO PROPERTY TEXAS SC ONE CORPORATION, BY DEED DATED DECEMBER 2, 1997, RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. S757409, BEING PART OF LOTS 37 AND 38, BLOCK 4, OF WESTMORELAND FARMS AMENDED FIRST SUBDIVISION, AS RECORDED IN VOLUME 3, PAGES 60 AND 61 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS, SAID 1.706 ACRES OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS (WITH BEARINGS REFERENCED TO HARRIS COUNTY CLERK’S FILE NO. S757409):

BEGINNING AT A 5/8-INCH IRON ROD FOUND IN THE EAST RIGHT-OF-WAY LINE OF SOUTH POST OAK ROAD (WEST LOOP SOUTH) (LOOP 610) (VARIABLE WIDTH) AND THE NORTH RIGHT-OF-WAY LINE OF LOCUST STREET (55 FOOT WIDTH), AS ABANDONED BY THE CITY OF BELLAIRE BY ORDINANCE NO. 79-028, DATED MAY 29, 1979, SAID POINT BEING LOCATED SOUTH 06° 51’ 16” EAST, 110.34 FEET FROM THE SOUTHWEST CORNER OF SAID LOT 38 AND THE NORTHWEST CORNER OF SAID LOT 37, SAME POINT BEING THE SOUTHWEST CORNER OF THE HEREIN DESCRIBED TRACT;

THENCE NORTH 06°51’16” WEST, ALONG THE EAST RIGHT-OF-WAY LINE OF SOUTH POST OAK ROAD, A DISTANCE OF 110.34 FEET TO A 5/8-INCH IRON ROD WITH CAP SET FOR THE SOUTHWEST CORNER OF LOT 38 AND THE NORTHWEST CORNER OF SAID LOT 37;

THENCE, NORTH 02° 20’ 53” WEST, ALONG THE EAST RIGHT-OF-WAY LINE OF SAID SOUTH POST OAK ROAD, A DISTANCE OF 25.00 FEET TO A 5/8-INCH IRON ROD WITH CAP SET FOR THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT, FROM WHICH A FOUND  ¹⁄₂-INCH IRON ROD WITH CAP BEARS NORTH 31° 15’ EAST, 0.55 FOOT;

THENCE, NORTH 87° 40’ 00” EAST, 25.00 FEET NORTH OF AND PARALLEL TO THE SOUTH LINE OF SAID LOT 38 AND THE NORTH LINE OF SAID LOT 37, A DISTANCE OF 554.22 FEET TO A CUT “X” IN CONCRETE FOUND FOR THE NORTHEAST CORNER OF THE HEREIN DESCRIBED TRACT, SAID POINT BEING LOCATED SOUTH 87° 40’ 00” WEST, 66.00 FEET AND NORTH 02° 14’ 27” WEST, 25.00 FEET FROM THE SOUTHEAST CORNER OF SAID LOT 38, FROM WHICH A FOUND PK NAIL BEARS SOUTH 35° 19’ 55” WEST, 0.51 FOOT;

THENCE, SOUTH 02° 14’ 27” EAST, 66.00 FEET WEST OF AND PARALLEL TO THE EAST LINE OF SAID LOT 37, A DISTANCE OF 135.00 FEET TO A 5/8-INCH IRON ROD FOUND FOR THE SOUTHEAST CORNER OF THE HEREIN DESCRIBED TRACT, SAID POINT BEING IN THE NORTH RIGHT-OF-WAY LINE OF SAID LOCUST STREET;

THENCE, SOUTH 87° 40’ 00” WEST, ALONG THE NORTH RIGHT-OF-WAY LINE OF SAID LOCUST STREET, A DISTANCE OF 545.30 FEET TO THE POINT OF BEGINNING AND CONTAINING A COMPUTED AREA OF 1.706 ACRES (74,326 SQUARE FEET) OF LAND.

Note: The Company is prohibited from insuring the area or quantity of the land described herein. Any statement in the above legal description of the area or quantity of land is not a representation that such area or quantity is correct, but is made only for informational and/or identification purposes and does not override Item 2 of Schedule B hereof.

Form 5025548 (3-1-17)                 Page 8 of 19                         TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

	Owner Policy of Title Insurance (T-1)
	ISSUED BY First American Title Insurance Company
Schedule B	POLICY NUMBER

File No. NCS-762885-10-SA1

EXCEPTIONS FROM COVERAGE

This policy does not insure against loss or damage (and the Company will not pay costs, attorney’s fees or expenses) that arise by reason of the terms and conditions of the leases and easements, if any, shown in Schedule A and the following matters:

1. The following restrictive covenants of record itemized below:

See Item 6 (k) below.

2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements.

3. Homestead or community property or survivorship rights, if any, of any spouse of any Insured.

4. Any titles or rights asserted by anyone, including but not limited to, persons, the public, corporations, governments or other entities,

a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or

b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or

c. to filled-in lands, or artificial islands, or

d. to statutory water rights, including riparian rights, or

e. to the area extending from the line of mean low tide to the line of vegetation, or the right of access to that area or easement along and across that area.

5. Standby fees, taxes and assessments by any taxing authority for the year 2017, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year.

6. The following matters and all terms of the documents creating or offering evidence of the matters:

a. Rights of tenants in possession, as tenants only, under unrecorded leases or rental agreements as shown on the attached rent roll attached hereto, which rights do not include any rights of first refusal or options to purchase all or any portion of the Land.

b. This item has been intentionally deleted.

Form 5025548 (3-1-17)                 Page 9 of 19                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

c.	Easement:
	To:	Houston Lighting and Power Company
	Recorded:	June 23, 1978 in County Clerk’s File No. F652630, of the Official Public
		Records, of Harris County, Texas.
	Purpose:	Right of Way for distribution lines
	(Affects Tract I)
d.	Easement:
	To:	Houston Lighting and Power Company
	Recorded:	October 30, 1980 in County Clerk’s File No. G736456, of the Official Public
		Records of Harris County, Texas. Affected by that Consent to Encroachment
		as set forth in instrument filed for record January 19, 1981 under County
		Clerk’s File No. G832552, of the Official Public Records, of Harris County,
		Texas.
	Purpose:	Electric distribution facilities
	(Affects Tract I and II)
e.	Easement:
	To:	Houston Lighting and Power Company
	Recorded:	July 01, 1983 in County Clerk’s File No. P311779, of the Official Public
		Records, of Harris County, Texas.
	Purpose:	Electric distribution facilities
	(Affects Tract I)
f.	Easement:
	To:	City of Bellaire
	Recorded:	January 27, 1981 in County Clerk’s File No. G844189, of the Official Public
		Records, of Harris County, Texas.
	Purpose:	Water main easement ten (10) feet in width
	(Affects Tract I and II)
g.	Terms, conditions and stipulations contained in Agreement:
	Recorded:	August 26, 1994 in County Clerk’s File No. R027686, Official Public Records,
		Harris County, Texas.
	Type:	Cable Television Service Agreement
	(Affects Tract I and II)

h. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed.

i. This item has been intentionally deleted.

j. This item has been intentionally deleted.

k. Item No. 1, Schedule B, is hereby deleted.

Form 5025548 (3-1-17)                 Page 10 of 19                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

l. Section 14 of the conditions of this policy are herein deleted.

m. Any and all liens arising by reason of unpaid bills or claims for work performed or materials furnished in connection with improvements placed, or to be placed, upon the subject land. However, the Company does insure the Insured against loss, if any, sustained by the Insured under this Policy if such liens have been filed with the County Clerk of Harris County, Texas, prior to the date hereof.

Form 5025548 (3-1-17)                 Page 11 of 19                          TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

RESTRICTIONS, ENCROACHMENTS, MINERALS ENDORSEMENT -

OWNER’S POLICY (FORM T-19.1)

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-10-SA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 5 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only:

a. “Covenant’’ means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

b. “Improvement” means a building, structure, road, walkway, driveway, or curb, affixed to either the Land or adjoining land and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

c. “Private Right” means (i) an option to purchase; (ii) a right of first refusal; or (iii) a right of prior approval of a future purchaser or occupant.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

b. Enforced removal of an Improvement located on the Land at Date of Policy as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation;

c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation; or

d. Enforcement of a Private Right in a Covenant affecting the Title at Date of Policy based on a transfer of Title on or before Date of Policy that causes a loss of the Insured’s Title.

4. The Company insures against loss or damage sustained by reason of:

a. An encroachment of:

i. an Improvement located on the Land, at Date of Policy, onto adjoining land or onto that portion of the Land subject to an easement; or

ii. an Improvement located on adjoining land onto the Land at Date of Policy unless an exception in Schedule B of the policy identifies the encroachment otherwise insured against in Sections 4.a.i. or 4.a.ii.; or

b. A final court order or judgment requiring the removal from any land adjoining the Land of an encroachment identified in Schedule B; or

c. Damage to an Improvement located on the Land, at Date of Policy that is located on or encroaches onto that portion of the Land subject to an easement excepted in Schedule B, which damage results from the exercise of the right to maintain the easement for the purpose for which it was granted or reserved; or

d. Damage to an Improvement located on the Land on or after Date of Policy, resulting from the future exercise of a right to use the surface of the Land for the extraction or development of minerals or any other subsurface substances excepted from the description of the Land or excepted in Schedule B.

Form 5025548 (3-1-17)                 Page 12 of 19                         TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

5. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land;

c. except as provided in Paragraph 3.c., any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances;

d. contamination, explosion, fire, fracturing, vibration, earthquake, or subsidence; or

e. negligence by a person or an Entity exercising a right to extract or develop minerals or other subsurface substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

	First American Title Insurance Company
	/s/ Dennis J. Gilmore
	Dennis J. Gilmore
	President
	/s/ Jeffrey S. Robinson
	Jeffrey S. Robinson
	Secretary

Form 5025548 (3-1-17)                 Page 13 of 19                         TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

MINERALS AND SURFACE DAMAGE

ENDORSEMENT (T-19.2)

Issued by

First American Title Insurance Company

Herein called the Company

Attached to Policy No.:

File No.: NCS-762885-10-SA1

Applies to Parcel(s):

The Company insures the insured against loss which the insured shall sustain by reason of damage to improvements (excluding lawns shrubbery, or trees) located on the Land on or after Date of Policy resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of coal, lignite, oil, gas or other minerals excepted or excluded on Schedule A, Item 2 or excepted in Schedule B. This endorsement does not insure against loss resulting from subsidence.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Dated:

	First American Title Insurance Company
	/s/ Dennis J. Gilmore
	Dennis J. Gilmore
	President
	/s/ Jeffrey S. Robinson
	Jeffrey S. Robinson
	Secretary

Form 5025548 (3-1-17)                 Page 14 of 19                         TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

CONTIGUITY ENDORSEMENT (T-25)

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-10-SA1

Issued by First American Title Insurance Company HEREIN CALLED THE COMPANY

The Company hereby insures against loss or damage sustained by the insured by reason of:

(1) the failure [of the Southerly boundary line of Tract I of the land to be contiguous to the Northerly boundary line of Tract II

;or

(2) the presence of any gaps, strips or gores separating any of the contiguous boundary lines described above.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

	First American Title Insurance Company
	/s/ Dennis J. Gilmore
	Dennis J. Gilmore
	President
	/s/ Jeffrey S. Robinson
	Jeffrey S. Robinson
	Secretary

Form 5025548 (3-1-17)                 Page 15 of 19                         TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

ACCESS ENDORSEMENT (T-23)

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-10-SA1

Issued by FIRST AMERICAN TITLE INSURANCE COMPANY herein called the company

The Company insures against loss or damage sustained by the insured if, at Date of Policy: (i) the land does not abut and have both actual vehicular and pedestrian access to and from West Loop South (the “Street”), or (ii) the street is not physically open.

This endorsement is made a part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

	First American Title Insurance Company
	/s/ Dennis J. Gilmore
	Dennis J. Gilmore
	President
	/s/ Jeffrey S. Robinson
	Jeffrey S. Robinson
	Secretary

Form 5025548 (3-1-17)                 Page 16 of 19                         TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

ACCESS ENDORSEMENT (T-23)

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-10-SA1

Issued by FIRST AMERICAN TITLE INSURANCE COMPANY herein called the company

The Company insures against loss or damage sustained by the insured if, at Date of Policy: (i) the land does not abut and have both actual vehicular and pedestrian access to and from Locust Street (the “Street”), or (ii) the street is not physically open.

This endorsement is made a part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

	First American Title Insurance Company
	/s/ Dennis J. Gilmore
	Dennis J. Gilmore
	President
	/s/ Jeffrey S. Robinson
	Jeffrey S. Robinson
	Secretary

Form 5025548 (3-1-17)                 Page 17 of 19                         TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

Important Notice ISSUED BY First American Title Insurance Company

IMPORTANT NOTICE	AVISO IMPORTANTE
To obtain information or make a complaint:	Para obtener informacion o para someter una queja:
You may call First American Title Insurance Company’s	Usted puede llamar al numero de telefono gratis First
toll-free telephone number for information or to make a	American Title Insurance Company’s para informacion o
complaint at:	para someter una queja al:
1-888-632-1642	1-888-632-1642
You may also write to First American Title Insurance	Usted tambien puede escribir a First American Title
Company at:	Insurance Company:
1 First American Way	1 First American Way
Santa Ana, California 92707	Santa Ana, California 92707
You may contact the Texas Department of Insurance to	Puede comunicarse con el Departamento de Seguros de
obtain information on companies, coverages, rights or	Texas para obtener informacion acerca de companias,
complaints at:	coberturas, derechos o quejas al:
1-800-252-3439	1-800-252-3439
You may write the Texas Department of Insurance:	Puede escribir al Departamento de Seguros de Texas:
P.O. Box 149104	P.O. Box 149104
Austin, TX 78714-9104	Austin, TX 78714-9104
Fax: (512) 475-1771	Fax: (512) 475-1771
Web: http://www.tdi.state.tx.us	Web: http://www.tdi.state.tx.us
E-mail: ConsumerProtection@tdi.state.tx.us	E-mail: ConsumerProtection@tdi.state.tx.us
PREMIUM OR CLAIM DISPUTES:	DISPUTAS SOBRE PRIMAS O RECLAMOS:
Should you have a dispute concerning your premium or about a claim you should contact First American Title Insurance Company first. If the dispute is not resolved, you may contact the Texas Department of Insurance.	Si tiene una disputa concerniente a su prima o a un reclamo, debe comunicarse con el First American Title Insurance Company primero. Si no se resuelve la disputa, puede entonces comunicarse con el departamento (TDI).
ATTACH THIS NOTICE TO YOUR POLICY:	UNA ESTE AVISO A SU POLIZA:
This notice is for information only and does not become a	Este aviso es solo para proposito de informacion y no se
part or condition of the attached document.	convierte en parte o condicion del documento adjunto.

Form 5025548 (3-1-17)                 Page 18 of 19                         TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

Privacy Information

We Are Committed to Safeguarding Customer Information

In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information.

Applicability

This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values.

Types of Information

Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:

● Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means;

● Information about your transactions with us, our affiliated companies, or others; and

● Information we receive from a consumer reporting agency.

Use of Information

We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.

Former Customers

Even if you are no longer our customer, our Privacy Policy will continue to apply to you.

Confidentiality and Security

We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American’s Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

Information Obtained Through Our Web Site

First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet.

In general, you can visit First American or its affiliates’ Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site.

There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above.

Business Relationships

First American Financial Corporation’s site and its affiliates’ sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites.

Cookies

Some of First American’s Web sites may make use of “cookie” technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive.

FirstAm.com uses stored cookies. The goal of this technology is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience.

————————————————————————————————————————  

Fair Information Values

Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy.

Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy.

Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws governing the collection, use and dissemination of data.

Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections.

Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner.

Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain.

Form 50-PRIVACY (9/1/10) Page 1 of 1 Privacy Information (2001-2010 First American Financial Corporation)

Form 5025548 (3-1-17)                 Page 19 of 19                 TX T-1 Owner’s Policy of Title Insurance (Rev. 1-3-14)   Texas

Policy No.

OWNER’S POLICY OF TITLE INSURANCE

ISSUED BY

First American Title Insurance Company

Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the “Company”) insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term “encroachment” includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to;

(a) the occupancy, use, or enjoyment of the Land;

(b) the character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice.

6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors’ rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors’ rights laws by reason of the failure of its recording in the Public Records

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys’ fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions.

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Fatic-526-A

ALTA Owner’s Policy (06/17/06)

Form No. 1402.06	Policy Page 2
ALTA Owner’s Policy (6-17-06)	Policy Number:

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys’ fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions, or location of any improvement erected on the Land;

(iii) the subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CONDITIONS

1. DEFINITIONS OF TERMS.

The following terms when used in this policy mean:

(a) “Amount of Insurance”: The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) “Date of Policy”: The date designated as “Date of Policy” in Schedule A.

(c) “Entity”: A corporation, partnership, trust, limited liability company, or other similar legal entity.

(d) “Insured”: The Insured named in Schedule A.

(i) The term “Insured” also includes

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title

(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured,

(2) if the grantee wholly owns the named Insured,

(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) “Insured Claimant”: An Insured claiming loss or damage.

(f) “Knowledge” or “Known”: Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of maters affecting the Title.

(g) “Land”: The land described in Schedule A, and affixed improvements that by law constitute real property. The term “Land” does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) “Mortgage”: Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) “Public Records”: Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d),

under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE.

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company’s expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company’s obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY.

In case of a claim under this policy, the Company shall have the following additional options:

(b) In the event of any litigation, including litigation by the Company or with the Company’s consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY.

All payments under this policy, except payments made for costs, attorneys’ fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE.

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS.

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT.

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys’ fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company’s right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION. (Does not apply in Georgia or Kentucky)

Unless prohibited by applicable law, either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association (“Rules”). Except as provided in the Rules, there shall be no joinder or consolidation with

First American Title Insurance Company

Form No. 1402.06	Policy Page 3
ALTA Owner’s Policy (6-17-06)	Policy Number:

“Public Records” shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) “Title”: The estate or interest described in Schedule A.

(k) “Unmarketable Title”: Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE.

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT.

The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company’s liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

4. PROOF OF LOSS.

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS.

(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in Section 7 of theses Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay.

Upon the exercise by the Company to this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or

(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company’s obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY.

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of

(i) the Amount of Insurance; or

(ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys’ fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY.

(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT.

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITY.

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM.

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located.

Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT.

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at Attention: Claims Department, 1 First American Way, Santa Ana, California 92707, or to the office which issued this policy.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 4     Policy Number:     

SCHEDULE A

First American Title Insurance Company

Name and Address of the issuing Title Insurance Company:

First American Title Insurance Company

18500 Von Karman Ave, Suite 600

Irvine, CA 92612

File No.: NCS-762885-04-SA1                                          Policy No.:

Address Reference: 6190 Powers Ferry Road, Sandy Springs, GA

Amount of Insurance: $18,725,000.00

Date of Policy:                                        

1. Name of Insured:

Keppel-KBS Powers Ferry Landing, Inc., a Delaware corporation

2. The estate or interest in the Land that is insured by this policy is: Fee Simple

3. Title is vested in:

Keppel-KBS Powers Ferry Landing, Inc., a Delaware corporation

4. The Land referred to in this policy is described as follows:

See Schedule A attached hereto and made a part hereof

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 5     Policy Number:     

SCHEDULE A (Continued)

File No.: NCS-762885-04-SA1                                                                          Policy No.:

Tract II: 6190 Powers Ferry-Parcel 14

All that tract or parcel of land lying and being in Land Lots 174 and 205 of the 17th District of Fulton County, Georgia, and being more particularly described as follows:

Beginning at the intersection of the southeasterly right-of-way line of Powers Ferry Road (80 foot right-of-way) and the line common to Land Lots 174 and 205 of said district; proceeding thence northeasterly along said southeasterly right-of-way line of Powers Ferry Road North 29 degrees 23 minutes 03 seconds East a distance of 406.80 feet to a point; leaving said southeasterly right-of-way line and proceeding thence South 60 degrees 36 minutes 57 seconds East a distance of 255.17 feet to a point; proceeding thence northeasterly, easterly and southeasterly a distance of 115.93 feet along the arc of a curve to the right, said curve having a radius of 50.00 feet “and being subtended by a chord having a bearing and distance of South 60 degrees 36 minutes 57 seconds East 91.65 feet to a point; proceeding thence South 60 degrees 36 minutes 57 seconds East a distance of 294.51 feet to a point; proceeding thence South 15 degrees 35 minutes 26 West a distance of 423.38 feet to an iron pin; proceeding thence South 89 degrees 35 minutes 17 seconds West a distance of 650.00 feet to a point on the line common to Land Lots 174 and 205 of said district; proceeding thence along said common land lot line, North 00 degrees 49 minutes 17 seconds East a distance of 105.16 feet to a point; leaving said common land lot line and proceeding thence North 60 degrees 36 minutes 57 seconds West a distance of 127.93 feet to a point on said southeasterly right-of-way line of Powers Ferry Road; proceeding thence northeasterly along said southeasterly right-of-way line North 29 degrees 23 minutes 03 seconds East a distance of 235.00 feet to the True Point of Beginning.

Said tract or parcel of land contains 9.6636 acres.

Together with those easement rights arising under that certain Utilities and Construction Easement Agreement by and between Powers Ferry Landing East Limited Partnership and Powers Ferry Landing, LLC, dated July 11, 1996, filed for record July 15, 1996 at 4:01 p.m., recorded in Deed Book 21150, Page 39, Records of Fulton County, Georgia.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 6     Policy Number:     

SCHEDULE B

File No.: NCS-762885-04-SA1                                                  Policy No.:

EXCEPTIONS FROM COVERAGE

This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys’ fees, or expenses that arise by reason of:

1. This item has been intentionally deleted.

2. This item has been intentionally deleted.

3. This item has been intentionally deleted.

4. This item has been intentionally deleted.

5. This item has been intentionally deleted.

6. Taxes and assessments for the year 2017 and subsequent years, not yet due and payable, and taxes for prior years arising from reassessments or digest disputes.

7. This item has been intentionally deleted.

8. This item has been intentionally deleted.

9. No insurance is afforded as to the acreage or square footage contained in the Land.

10. This item has been intentionally deleted.

11. Rights of parties in possession, as tenants only, under unrecorded leases as shown on the attached rent roll, which rights do not include any rights of first refusal or options to purchase all or any portion of the Land.

12. Agreement for Guy Wires and Anchors from T. O. Marshall, Executor of Estate of D. W. Rountree to Georgia Power Company, a Corporation, dated June 10, 1936, filed for record July 28, 1936, and recorded in Deed Book 1640, Page 31, Fulton County, Georgia records.

13. Easement from Powers-Ferry Nautilus to Georgia Power Company dated April 16, 1974, filed for record May 9, 1974, and recorded in Deed Book 6051, Page 308, aforesaid records.

14. This item has been intentionally deleted.

15. This item has been intentionally deleted.

16. Slope Easement from New York Life Insurance Company, a New York Corporation, for itself and its successors and assigns to Financial Properties/Caron, a Joint Venture, for itself, its successors and assigns dated December 22, 1980, filed for record December 31, 1980 and recorded in Deed Book 7740 Page 228, aforesaid records.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 7     Policy Number:     

17. This item has been intentionally deleted.

18. Sewer Easement from New York Life Ins. Co. to Fulton County, Georgia, dated January 27, 1984, filed for record March 19, 1984, and recorded in Deed Book 8890, Page 427, aforesaid records.

19. This item has been intentionally deleted.

20. This item has been intentionally deleted.

21. Utilities and Construction Easement Agreement from Powers Ferry Landing East Limited Partnership to Powers Ferry Landing, LLC, dated July 11, 1996, filed for record July 15, 1996, and recorded in Deed Book 21150, Page 39, aforesaid records.

22. This item has been intentionally deleted.

23. Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and not shown by the public records.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 8     Policy Number:     

ENDORSEMENT

Attached to Policy No.

Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of:

(1) damage to an existing building located on the Land, or

(2) enforced removal or alteration of an existing building located on the Land,

as a result of the exercise of the right of use or maintenance of the easement referred to in Exception 13 through 21 of Schedule B for the purpose for which it was granted or reserved.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 28-06 (Easement - Damage or Enforced Removal)

Adopted 10/16/08

First American Title Insurance Company

Form No. 1402.06	Policy Page 9
ALTA Owner’s Policy (6-17-06)	Policy Number:

ENDORSEMENT

Attached to Policy No.

Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from Powers Ferry Road (the “Street(s)”), (ii) the Street(s) is/are not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that/those portion(s) of the Street(s) abutting the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 17-06 (Access and Entry)

Adopted 6/17/06

First American Title Insurance Company

Form No. 1402.06	Policy Page 10
ALTA Owner’s Policy (6-17-06)	Policy Number:

ENDORSEMENT

Attached to Policy No.

Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by reason of the failure of (i) buildings known as 6151, 6190 and 6201 Powers Ferry Road, Sandy Springs, GA to be located on the Land at Date of Policy, or (ii) the map attached to this policy to correctly show the location and dimensions of the Land according to the Public Records.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

CLTA Form 116-06 (03-09-07)

ALTA - Lender

First American Title Insurance Company

Form No. 1402.06	Policy Page 11
ALTA Owner’s Policy (6-17-06)	Policy Number:

ENDORSEMENT

Attached to Policy No.

Issued by

First American Title Insurance Company

The Company hereby insures the insured against loss or damage which the insured shall sustain by reason of the failure of the land to be the same as that delineated on the plat of a survey made by Moreland Altobel II Associates, Inc. on 9/06/2017, last revised 09/12/2017, designated Job No. 17330, a copy of which is attached hereto and made a part hereof.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

CLTA Form 116.1-06 (03-09-07)

ALTA - Owner

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 12 Policy Number:     

SINGLE TAX PARCEL

ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.:

File No.: NCS-762885-04-SA1

The Company insures against loss or damage sustained by the Insured by reason of the Land being taxed as part of a larger parcel of land or failing to constitute a separate tax parcel for real estate taxes.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10048 (7-1-14) Page 12 of 13 ALTA 18-06 Single Tax Parcel (6-17-06)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 13     Policy Number:     

ENDORSEMENT

Attached to Policy No.

Issued by

First American Title Insurance Company

1. The Company insures against loss or damage sustained by the Insured in the event that, at Date of Policy,

a. According to applicable zoning ordinances and amendments, the Land is not classified Zone O-I “Office Institutional District” ;

b. The following use or uses are not allowed under that classification: Professional Office Uses

2. There shall be no liability under this endorsement based on

a. Lack of compliance with any conditions, restrictions, or requirements contained in the zoning ordinances and amendments, including but not limited to the failure to secure necessary consents or authorizations as a prerequisite to the use or uses. This paragraph 2.a. does not modify or limit the coverage provided in Covered Risk 5.

b. The invalidity of the zoning ordinances and amendments until after a final decree of a court of competent jurisdiction adjudicating the invalidity, the effect of which is to prohibit the use or uses.

c. The refusal of any person to purchase, lease or lend money on the Title covered by this policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 3-06 (Zoning)

Adopted 6/17/06

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 14     Policy Number:     

ENDORSEMENT

Attached to Policy No.

Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of:

1. The existence, at Date of Policy, of any of the following unless expressly excepted in Schedule B:

a. Present violations on the Land of any enforceable covenants, conditions, or restrictions, or any existing improvements on the Land that violate any building setback lines shown on a plat of subdivision recorded or filed in the Public Records.

b. Any instrument referred to in Schedule B as containing covenants, conditions, or restrictions on the Land that, in addition, (i) establishes an easement on the Land, (ii) provides for an option to purchase, a right of first refusal, or the prior approval of a future purchaser or occupant, or (iii) provides a right of reentry, possibility of reverter, or right of forfeiture because of violations on the Land of any enforceable covenants, conditions, or restrictions.

c. Any encroachment of existing improvements located on the Land onto adjoining land, or any encroachment onto the Land of existing improvements located on adjoining land.

d. Any encroachment of existing improvements located on the Land onto that portion of the Land subject to any easement excepted in Schedule B.

e. Any notices of violation of covenants, conditions, or restrictions relating to environmental protection recorded or filed in the Public Records.

2. Damage to existing buildings:

a. That are located on or encroach upon that portion of the Land subject to any easement excepted in Schedule B, which damage results from the exercise of the right to maintain the easement for the purpose for which it was granted or reserved;

b. Resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of minerals excepted from the description of the Land or excepted in Schedule B.

3. Any final court order or judgment requiring the removal from any land adjoining the Land of any encroachment, other than fences, landscaping, or driveways, excepted in Schedule B.

4. Any final court order or judgment denying the right to maintain any existing building on the Land because of any violation of covenants, conditions, or restrictions, or building setback lines shown on a plat of subdivision recorded or filed in the Public Records.

Wherever in this endorsement the words “covenants, conditions, or restrictions” appear, they shall not be deemed to refer to or include the terms, covenants, conditions, or limitations contained in an instrument creating a lease.

As used in paragraphs 1.a. and 4, the words “covenants, conditions, or restrictions” do not include any covenants, conditions, or restrictions (a) relating to obligations of any type to perform maintenance, repair, or remediation on the Land, or (b) pertaining to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances, except to the extent that a notice of a violation or alleged violation affecting the Land has been recorded or filed in the Public Records at Date of Policy and is not excepted in Schedule B.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 15 Policy Number:

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 9.2-06 (Restrictions, Encroachments, Minerals-

Owner’s Policy - Improved Land)

Adopted 6/17/06

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 16 Policy Number:

Privacy Information

We Are Committed to Safeguarding Customer Information

In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information.

Applicability

This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values.

Types of Information

Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:

● Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means;

● Information about your transactions with us, our affiliated companies, or others; and

● Information we receive from a consumer reporting agency.

Use of Information

We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.

Former Customers

Even if you are no longer our customer, our Privacy Policy will continue to apply to you.

Confidentiality and Security

We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American’s Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

Information Obtained Through Our Web Site

First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet. In general, you can visit First American or its affiliates’ Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site. There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above.

Business Relationships

First American Financial Corporation’s site and its affiliates’ sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites.

Cookies

Some of First American’s Web sites may make use of “cookie” technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive.

FirstAm.com uses stored cookies. The goal of this technology is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience.

Fair Information Values

Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy.

Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy.

Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws governing the collection, use and dissemination of data.

Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information.

When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections.

Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner.

Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain.

Form 50-PRIVACY (9/1/10)         Page 1 of 1                                      Privacy Information (2001-2010 First American Financial Corporation)

First American Title Insurance Company

Policy No. 762885-11

OWNER’S POLICY OF TITLE INSURANCE

ISSUED BY

First American Title Insurance Company

Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the “Company”) insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term “encroachment” includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to;

(a) the occupancy, use, or enjoyment of the Land;

(b) the character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice.

6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors’ rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors’ rights laws by reason of the failure of its recording in the Public Records

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys’ fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions.

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Fatic-526-A

ALTA Owner’s Policy (06/17/06)

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 2 Policy Number: 762885-11

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys’ fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions, or location of any improvement erected on the Land;

(iii) the subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CONDITIONS

1. DEFINITIONS OF TERMS.

The following terms when used in this policy mean:

(a) “Amount of Insurance”: The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) “Date of Policy”: The date designated as “Date of Policy” in Schedule A.

(c) “Entity”: A corporation, partnership, trust, limited liability company, or other similar legal entity.

(d) “Insured”: The Insured named in Schedule A.

(i) The term “Insured” also includes

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title

(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured,

(2) if the grantee wholly owns the named Insured,

(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) “Insured Claimant”: An Insured claiming loss or damage.

(f) “Knowledge” or “Known”: Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of maters affecting the Title.

(g) “Land”: The land described in Schedule A, and affixed improvements that by law constitute real property. The term “Land” does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) “Mortgage”: Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) “Public Records”: Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE.

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company’s expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company’s obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY.

In case of a claim under this policy, the Company shall have the following additional options:

(b) In the event of any litigation, including litigation by the Company or with the Company’s consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY.

All payments under this policy, except payments made for costs, attorneys’ fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE.

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS.

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS OF RECOVERY UPON PAYMENT OR

SETTLEMENT.

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys’ fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company’s right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION. (Does not apply in Georgia or Kentucky)

Unless prohibited by applicable law, either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association (“Rules”). Except as provided in the Rules, there shall be no joinder or consolidation with

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 3 Policy Number: 762885-11

“Public Records” shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) “Title”: The estate or interest described in Schedule A.

(k) “Unmarketable Title”: Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE.

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT.

The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company’s liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

4. PROOF OF LOSS.

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS.

(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in Section 7 of theses Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay.

Upon the exercise by the Company to this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or

(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company’s obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY.

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of

(i) the Amount of Insurance; or

(ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and

(b), the Company will also pay those costs, attorneys’ fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY.

(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT.

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITY.

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM.

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located.

Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT.

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at Attention: Claims Department, 1 First American Way, Santa Ana, California 92707, or to the office which issued this policy.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 4 Policy Number: 762885-11

SCHEDULE A

First American Title Insurance Company

Name and Address of the issuing Title Insurance Company:

First American Title Insurance Company

18500 Von Karman Ave, Suite 600

Irvine, CA 92612

File No.: NCS-762885-11-SA1                                                                  Policy No.: 762885-11

Address Reference: 365-375 Northridge Road, Atlanta, GA

Amount of Insurance:     $20,325,000.00

Date of Policy: Date of Recording at Time of Recording

1. Name of Insured:

Keppel-KBS Northridge Center, Inc., a Delaware corporation

2. The estate or interest in the Land that is insured by this policy is:

Fee Simple as to Parcel 1

Easement as to Parcel 2

3. Title is vested in:

Keppel-KBS Northridge Center, Inc., a Delaware corporation

4. The Land referred to in this policy is described as follows:

See Schedule A attached hereto and made a part hereof

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 5 Policy Number: 762885-11

SCHEDULE A (Continued)

File No.: NCS-762885-11-SA1                                                          Policy No.: 762885-11

PARCEL 1:

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING WITHIN THE CITY OF ATLANTA, IN LAND LOT 25, 17TH DISTRICT, FULTON COUNTY, GEORGIA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT AN IRON PIN FOUND ON WESTERN RIGHT-OF-WAY OF COLQUITT DRIVE (SAID RIGHT-OF-WAY BEING 80 FEET);

THENCE PROCEED SOUTH 01 DEGREE 19 MINUTES 11 SECONDS EAST A DISTANCE OF 672.07 FEET TO AN IRON PIN;

THENCE PROCEED SOUTH 87 DEGREES 25 MINUTES 34 SECONDS WEST A DISTANCE OF 893.13 FEET TO AN IRON PIN ALONG THE EASTERN RIGHT-OF-WAY OF ROSWELL ROAD (SAID RIGHT-OF-WAY BEING 104 FEET);

THENCE PROCEED NORTH 12 DEGREES 18 MINUTES 47 SECONDS EAST AN ARC DISTANCE OF 188.43 FEET WITH A RADIUS OF 1946.86 FEET TO A POINT;

THENCE PROCEED NORTH 09 DEGREES 06 MINUTES 53 SECONDS EAST AN ARC DISTANCE OF 28.96 FEET WITH A RADIUS OF 1946.86 FEET TO A POINT;

THENCE PROCEED NORTH 06 DEGREES 12 MINUTES 09 SECONDS EAST AN ARC DISTANCE OF 168.90 FEET WITH A RADIUS OF 1948.86 FEET TO AN IRON PIN;

THENCE PROCEED NORTH 72 DEGREES 03 MINUTES 42 SECONDS EAST A DISTANCE OF 32.73 FEET TO A POINT;

THENCE PROCEED NORTH 01 DEGREE 29 MINUTES 13 SECONDS WEST AN ARC DISTANCE OF 1.77 FEET WITH A RADIUS OF 1978.20 FEET TO A POINT;

THENCE PROCEED NORTH 71 DEGREES 59 MINUTES 13 SECONDS EAST A DISTANCE OF 200.01 FEET TO A POINT;

THENCE PROCEED NORTH 03 DEGREES 36 MINUTES 23 SECONDS WEST A DISTANCE OF 184.95 FEET TO A POINT ON THE SOUTHERN RIGHT-OF-WAY OF NORTHRIDGE DRIVE (SAID RIGHT-OF-WAY BEING 100 FEET);

THENCE PROCEED NORTH 78 DEGREES 01 MINUTE 43 SECONDS EAST AN ARC DISTANCE OF 98.70 FEET WITH A RADIUS OF 781.64 FEET TO AN IRON PIN;

THENCE PROCEED NORTH 82 DEGREES 03 MINUTES 15 SECONDS EAST A DISTANCE OF 498.61 FEET TO AN IRON PIN;

THENCE PROCEED SOUTH 40 DEGREES 51 MINUTES 22 SECONDS EAST A DISTANCE OF 21.34 FEET TO THE TRUE OF BEGINNING.

LESS AND EXCEPT:

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 6 Policy Number: 762885-11

LESS AND EXCEPT THE PROPERTY AS CONTAINED IN ORDER IN FULTON COUNTY SUPERIOR COURT CASE NO. 2005CV99924, STYLED DEPARTMENT OF TRANSPORTATION AGAINST FOR 1031 NORTHRIDGE, LLC, ET.AL., FILED MARCH 22, 2007, RECORDED IN DEED BOOK 44685, PAGE 629, AFORESAID RECORDS.

PARCEL 2:

EASEMENTS AND OTHER RIGHTS IN REAL PROPERTY AS CONTAINED IN THAT CERTAIN DECLARATION OF RECIPROCAL EASEMENTS AMONG PHOENIX MUTUAL LIFE INSURANCE COMPANY, PHOENIX FOUNDERS, INC. AND NORTHRIDGE CENTER PARTNERS II, DATED DECEMBER 31, 1985, RECORDED IN DEED BOOK 9972, PAGE 463, FULTON COUNTY, GEORGIA RECORDS, AS AMENDED AND RESTATED DECLARATION OF RECIPROCAL EASEMENTS DATED JUNE 1988, RECORDED IN DEED BOOK 11755, PAGE 166, AFORESAID RECORDS AND AS AMENDED BY SECOND AMENDED AND RESTATED BY DECLARATION OF RECIPROCAL EASEMENTS DATED JUNE 7, 1990, RECORDED IN DEED BOOK 13763, PAGE 273, AFORESAID RECORDS.

NOTICE: This is a pro-forma policy furnished to or on behalf of the party to be insured. It neither reflects the present status of title, nor is it intended to be a commitment to insure. The inclusion of endorsements as part of the pro-forma policy in no way evidences the willingness of the Company to provide any affirmative coverage shown therein.

There are requirements which must be met before a final policy can be issued in the same form as this pro-forma policy. A commitment to insure setting forth these requirements should be obtained from the Company.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 7 Policy Number: 762885-11

SCHEDULE B

File No.: NCS-762885-11-SA1                                                          Policy No.: 762885-11

EXCEPTIONS FROM COVERAGE

This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys’ fees, or expenses that arise by reason of:

1. This item has been intentionally deleted.

2. Rights of tenants in possession, as tenants only, under unrecorded leases as shown on the attached rent roll, which rights do not include any rights of first refusal or options to purchase all or any portion of the Land.

3. This item has been intentionally deleted.

4. This item has been intentionally deleted.

5. This item has been intentionally deleted.

6. This item has been intentionally deleted.

7. This item has been intentionally deleted.

8. General and special taxes and assessments for the fiscal year 2017 and subsequent years, a lien not yet due or payable.

9. Any additional taxes, interest and/or penalties which may be assessed for prior tax years by virtue of adjustment, re-appraisal, re-assessment, appeal or other amendment to the tax records of the city or county in which the subject property is located.

10. This item has been intentionally deleted.

11. This item has been intentionally deleted.

12. Easements as conveyed in Right-of-Way Deed from C.W. Buchanan to Fulton County dated December 27, 1979, filed for record February 20, 1980, and recorded in Deed Book 7485, Page 229, aforesaid records.

13. Easements as conveyed in Right-of-Way Deed from C.W. Buchanan to Fulton County dated December 27, 1979, filed for record February 20, 1980, and recorded in Deed Book 7485, Page 230, aforesaid records.

14. Easements as conveyed in Right-of-Way Deed from C.W. Buchanan to Fulton County dated December 27, 1979, filed for record February 20, 1980, and recorded in Deed Book 7485, Page 231, aforesaid records.

15. Sewer Easement from NOR Associates to Fulton County, Georgia, dated January 29, 1985, filed for record February 28, 1985, and recorded in Deed Book 9400, Page 397, aforesaid records.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 8 Policy Number: 762885-11

16. Water Meter Easement from NOR Associates to City of Atlanta, a municipal corporation of the State of Georgia, dated May 15, 1985, filed for record May 17, 1985, and recorded in Deed Book 9523, Page 191, aforesaid records.

17. Conveyance of Access Rights from Northridge Center Partners II, Phoenix Mutual Life Insurance Co. and Phoenix Founders to Department of Transportation dated May 26, 1988, filed for record June 2, 1988, and recorded in Deed Book 11577, Page 34, in the records of the Clerk of the Superior Court of Fulton County, Georgia.

18. Terms and provisions of that certain Declaration of Reciprocal Easements, by NOR Associates, Ltd., a Georgia limited partnership dated December 31, 1985, filed for record January 8, 1986, and recorded in Deed Book 9912, Page 463, aforesaid records; as amended by that certain Amended and restated Declaration of Reciprocal Easements by Phoenix Mutual Life Insurance Company, a Connecticut corporation and Phoenix Founders, Inc., a Connecticut corporation, dated June __, 1988, filed for record July 28, 1988, and recorded in Deed Book 11755, Page 166, aforesaid records; as amended by that certain Second Amended and Restated Declaration of Reciprocal Easements by Phoenix Mutual Life Insurance Company, a Connecticut corporation, Phoenix Founders, Inc., a Connecticut corporation, and Northridge Center Partners II, dated June 7, 1990, filed for record October 9, 1990, and recorded in Deed Book 13763, Page 273, aforesaid records; and as affected by that certain Statement of Non-Merger by Phoenix Founders, Inc., a Connecticut corporation, dated March 12, 1993, filed for record September 3, 1993, and recorded in Deed Book 17124, Page 158, aforesaid records.

19. Easements as conveyed in Right-of-Way Deed from Annie C. Buchanan to State Highway Board of Georgia , filed for record January 13, 1941, and recorded in Deed Book 1750, Page 597, aforesaid records.

20. Easements as conveyed in Right-of-Way Deed from Annie C. Buchanan to State Highway Board of Georgia , filed for record January 13, 1941, and recorded in Deed Book 1750, Page 597-598, aforesaid records.

21. Easement from C.W. Buchanan to Georgia Power Company dated June 27, 1967, filed for record August 14, 1967, and recorded in Deed Book 4777, Page 174, aforesaid records.

22. Sewer Easement from NOR Associates to Fulton County, Georgia, dated January 29, 1985, filed for record January 8, 1986, and recorded in Deed Book 9912, Page 461, aforesaid records.

23. Easements as conveyed in Right-of-Way Deed from Northridge Center Partners to Fulton County, Georgia dated November 13, 1987, filed for record February 15, 1988, and recorded in Deed Book 11330, Page 5, aforesaid records.

24. Easements as conveyed in Right-of-Way Deed from Northridge Center Partners to Fulton County, Georgia dated November 13, 1987, filed for record February 15, 1988, and recorded in Deed Book 11330, Page 7, aforesaid records.

25. Terms and provisions of that certain Boundary Line Agreement, by and between Phoenix Founders, Inc., a Connecticut corporation and Shell Oil Company, a Delaware Corporation, dated April 20, 1988, filed for record July 13, 1988, and recorded in Deed Book 11710, Page 202, aforesaid records.

26. Statement of Non-Merger by Phoenix Founders, Inc. dated March 12, 1993, recorded in Deed Book 17124, Page 158, in the records of the Clerk of the Superior Court of Fulton County, Georgia.

27. Order and Judgment at Docket No. 2005 CV 99924 styled Department of Transportation vs. 1031 Northridge, LLC, et al., dated April 19, 2005, filed for record March 22, 2007, and recorded in

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 9 Policy Number: 762885-11

Deed Book 44685, Page 629, Fulton County, Georgia records, in the original sum of $19,850.00, plus penalty and interest, if any. Order and Judgment in Fulton County Superior Court case no. 2005CV99924, styled Department of Transportation against FOR 1031 Northridge, LLC, et.al., filed March 22, 2007, recorded in Deed Book 44685, Page 629, County Name, Georgia records.

28. This item has been intentionally deleted.

29. This item has been intentionally deleted.

30. This item has been intentionally deleted.

31. This item has been intentionally deleted.

32. This item has been intentionally deleted.

33. This item has been intentionally deleted.

34. Easements as conveyed in Right-of-Way Deed from Northridge Center Partners to Fulton County dated November 13, 1987, filed for record February 15, 1988, and recorded in Deed Book 11330, Page 9, aforesaid records.

35. This item has been intentionally deleted.

36. The following matters disclosed by an ALTA/NSPS survey made by Bock & Clark Corporation on September 13, 2017 and last revised September 15, 2017, designated Job No. 201703038-001:

A) A 3.3’ encroachment of a fence into the street right of way of Northridge Road.

37. Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and not shown by the public records.

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 10 Policy Number: 762885-11

COMMERCIAL ENVIRONMENTAL

PROTECTION LIEN ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-11

File No.: NCS-762885-11-SA1

The Company insures against loss or damage sustained by the Insured by reason of an environmental protection lien that, at Date of Policy, is recorded in the Public Records or filed in the records of the Clerk of the United States District Court for the district in which the Land is located, unless the environmental protection lien is set forth as an exception in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

  Form 50-10021 (7-1-14)           Page 10 of 21                   ALTA 8.2-06 Commercial Environmental Protection Lien (10-16-08) CLTA 110.9.1-06 (10-16-08)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 11 Policy Number: 762885-11

MULTIPLE TAX

PARCEL ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-11

File No.: NCS-762885-11-SA1

The Company insures against loss or damage sustained by the Insured by reason of:

  1. Parcel 1 of the Land identified below not being assessed for real estate taxes under the listed tax identification numbers or those tax identification numbers including any additional land:

Tax Identification Numbers:

17 0025 LL 062 6

17 0025 LL 066 7

17 0025 LL 067 5

17 0025 LL 070 9

17 0025 LL 071 7

17 0025 LL 072 5

17 0025 LL 073 3

  2. the easements, if any, described in Schedule A being cut off or disturbed by the nonpayment of real estate taxes, assessments or other charges imposed on the servient estate by a governmental authority.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10049 (7-1-14)     Page 11 of 21                                              ALTA 18.1-06 Multiple Tax Parcel (6-17-06)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 12 Policy Number: 762885-11

COVENANTS, CONDITIONS AND RESTRICTIONS -

IMPROVED LAND - OWNER’S POLICY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-11

File No.: NCS-762885-11-SA1

  1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

  2. For the purposes of this endorsement only,

  a. “Covenant” means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

  b. “Improvement” means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

  3. The Company insures against loss or damage sustained by the Insured by reason of:

  a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

  b. Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or

  c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation.

  4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees, or expenses) resulting from:

  a. any Covenant contained in an instrument creating a lease;

  b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or

  c. except as provided in Section 3.c, any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 13 Policy Number: 762885-11

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10801 (7-1-14)  Page 13 of 21  ALTA 9.2-06 Covenants, Conditions and Restrictions Improved Land - Owner’s Policy (Rev. 4-2-12)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 14 Policy Number: 762885-11

SAME AS SURVEY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-11

File No.: NCS-762885-11-SA1

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey made by Bock & Clark Corporation dated September 13, 2017 and last revised September 15, 2017, and designated Job No. 201703038-001.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10059 (7-1-14)         Page 14 of 21                                               ALTA 25-06 Same as Survey (10-16-08) CLTA 116.1-06 (10-16-08)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 15 Policy Number: 762885-11

SUBDIVISION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-11

File No.: NCS-762885-11-SA1

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land to constitute a lawfully created parcel according to the subdivision statutes and local subdivision ordinances applicable to the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10061 (7-1-14)         Page 15 of 21                  ALTA 26-06 Subdivision (10-16-08)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 16 Policy Number: 762885-11

ACCESS AND ENTRY

ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-11

File No.: NCS-762885-11-SA1

The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from Colquitt Road, Northridge Road and Roswell Road (the “Street”), (ii) the Street is not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that portion of the Street abutting the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10045 (7-1-14)         Page 16 of 21                                                ALTA 17-06 Access and Entry (6-17-06)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 17 Policy Number: 762885-11

ZONING - COMPLETED

STRUCTURE ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-11

File No.: NCS-762885-11-SA1

  1. The Company insures against loss or damage sustained by the Insured in the event that, at Date of Policy,

  a. according to applicable zoning ordinances and amendments, the Land is not classified Zone “O-I” Office Institutional District within the Sandy Springs Suburban Overlay District;

  b. the following use or uses are not allowed under that classification: Financial Establishment / Institution, Health Club / Spa, and Office

  c. There shall be no liability under paragraph 1.b. if the use or uses are not allowed as the result of any lack of compliance with any conditions, restrictions, or requirements contained in the zoning ordinances and amendments, including but not limited to the failure to secure necessary consents or authorizations as a prerequisite to the use or uses. This paragraph 1.c. does not modify or limit the coverage provided in Covered Risk 5.

  2. The Company further insures against loss or damage sustained by the Insured by reason of a final decree of a court of competent jurisdiction either prohibiting the use of the Land, with any existing structure, as specified in paragraph 1.b. or requiring the removal or alteration of the structure, because, at Date of Policy, the zoning ordinances and amendments have been violated with respect to any of the following matters:

  a. Area, width, or depth of the Land as a building site for the structure

  b. Floor space area of the structure

  c. Setback of the structure from the property lines of the Land

  d. Height of the structure, or

  e. Number of parking spaces.

  3. There shall be no liability under this endorsement based on:

  a. the invalidity of the zoning ordinances and amendments until after a final decree of a court of competent jurisdiction adjudicating the invalidity, the effect of which is to prohibit the use or uses;

  b. the refusal of any person to purchase, lease or lend money on the Title covered by this policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 18 Policy Number: 762885-11

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10576 (7-1-14)             Page 18 of 21                                               ALTA 3.1-06 Zoning - Completed Structure (Rev. 10-22-09) CLTA 123.2-06 (Rev. 10-22-09)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 19 Policy Number: 762885-11

LOCATION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-11

File No.: NCS-762885-11-SA1

The Company insures against loss or damage sustained by the Insured by reason of the failure of a

Commercial Structure

known as 365 to 375 Northridge Road, Atlanta Georgia,

to be located on the Land at Date of Policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

Form 50-10054 (7-1-14)             Page 19 of 21                                                ALTA 22-06 Location (6-17-06)

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 20 Policy Number: 762885-11

EASEMENT - DAMAGE OR ENFORCED REMOVAL ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy Number.: 762885-11

File no.: NCS-762885-11-SA1

The Company insures against loss or damage sustained by the Insured if the exercise of the granted or reserved rights to use or maintain the easement(s) referred to in the Exception(s) 12-16, 18-24 and 34 of Schedule B results in:

(1) damage to an existing building located on the Land, or

(2) enforced removal or alteration of an existing building located on the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

By:
	Authorized Countersignature

Form 50-10588 (7-1-14)             Page 20 of 21                               ALTA 28-06 Easement - Damage or Enforced Removal (Rev. 2-3-10)                

First American Title Insurance Company

Form No. 1402.06 ALTA Owner’s Policy (6-17-06) Policy Page 21 Policy Number: 762885-11

Privacy Information

We Are Committed to Safeguarding Customer Information

In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information.

Applicability

This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values.

Types of Information

Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:

● Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means;

● Information about your transactions with us, our affiliated companies, or others; and

● Information we receive from a consumer reporting agency.

Use of Information

We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.

Former Customers

Even if you are no longer our customer, our Privacy Policy will continue to apply to you.

Confidentiality and Security

We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American’s Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

Information Obtained Through Our Web Site

First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet. In general, you can visit First American or its affiliates’ Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site. There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above.

Business Relationships

First American Financial Corporation’s site and its affiliates’ sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites.

Cookies

Some of First American’s Web sites may make use of “cookie” technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive.

FirstAm.com uses stored cookies. The goal of this technology is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience.

——————————————————————————————————  

Fair Information Values

Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy.

Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy.

Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws governing the collection, use and dissemination of data.

Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections.

Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner.

Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain.

Form 50-PRIVACY (9/1/10) Page 1 of 1 Privacy Information (2001-2010 First American Financial Corporation)

First American Title Insurance Company

  Owner’s Policy Owner’s Policy of Title Insurance (with Florida modifications)   ISSUED BY First American Title Insurance Company   POLICY NUMBER 5011412- 762885-14

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the “Company”) insures, as of Date of Policy against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term “encroachment” includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

(Covered Risks Continued on Page 2)

In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A.

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

(This Policy is valid only when Schedules A and B are attached)

Copyright 2006-2009 American Land Title Association. All rights reserved. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association.

Form 5011412 (7-1-14)                 Page 1 of 16                          ALTA Owner’s Policy of Title Insurance (6-17-06) (with Florida modifications)

COVERED RISKS (Continued)

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(a) the occupancy, use, or enjoyment of the Land;

(b) the character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision of land; or

(d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice.

6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors’ rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors’ rights laws by reason of the failure of its recording in the Public Records

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys’ fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys’ fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions, or location of any improvement erected on the Land;

(iii) the subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy; or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

Form 5011412 (7-1-14)                 Page 2 of 16                          ALTA Owner’s Policy of Title Insurance (6-17-06) (with Florida modifications)

CONDITIONS

1. DEFINITION OF TERMS

The following terms when used in this policy mean:

(a) “Amount of Insurance”: The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) “Date of Policy”: The date designated as “Date of Policy” in Schedule A.

(c) “Entity”: A corporation, partnership, trust, limited liability company, or other similar legal entity.

(d) “Insured”: The Insured named in Schedule A.

(i) The term “Insured” also includes

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title

(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured,

(2) if the grantee wholly owns the named Insured,

(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) “Insured Claimant”: An Insured claiming loss or damage.

(f) “Knowledge” or “Known”: Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) “Land”: The land described in Schedule A, and affixed improvements that by law constitute real property. The term “Land” does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) “Mortgage”: Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) “Public Records”: Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), “Public Records” shall also

include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) “Title”: The estate or interest described in Schedule A.

(k) “Unmarketable Title”: Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED

CLAIMANT

The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company’s liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

4. PROOF OF LOSS

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS

(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

Form 5011412 (7-1-14)                 Page 3 of 16                          ALTA Owner’s Policy of Title Insurance (6-17-06) (with Florida modifications)

CONDITIONS (Continued)

(b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company’s expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company’s obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay.

Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or

(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys’ fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company’s obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of

(i) the Amount of Insurance; or

(ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys’ fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

Form 5011412 (7-1-14)                 Page 4 of 16                          ALTA Owner’s Policy of Title Insurance (6-17-06) (with Florida modifications)

CONDITIONS (Continued)

9. LIMITATION OF LIABILITY

(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company’s consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY

All payments under this policy, except payments made for costs, attorneys’ fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys’ fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company’s right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION

Unless prohibited by applicable law, arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association may be demanded if agreed to by both the Company and the Insured at the time of a controversy or claim. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, and service of the

Company in connection with its issuance or the breach of a policy provision or other obligation. effect on the date the demand for arbitration is made, or, at the option of the Insured, the rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys’ fees only if the laws of the state in which the Land is located permit a court to award attorneys’ fees to a prevailing party. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof.

The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules.

A copy of the Rules may be obtained from the Company upon request.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim whether or not based on negligence shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITY

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located.

Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at First American

Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way, Santa Ana, California 92707. Phone: 888-632-1642

Form 5011412 (7-1-14)                 Page 5 of 16                          ALTA Owner’s Policy of Title Insurance (6-17-06) (with Florida modifications)

               Schedule A Owner’s Policy of Title Insurance   ISSUED BY     First American Title Insurance Company    POLICY NUMBER 5011412-762885-14

Name and Address of Title Insurance Company:

FIRST AMERICAN TITLE INSURANCE COMPANY, 1 First American Way, Santa

Ana, California 92707

File No.: NCS-762885-14-SA1

Address Reference: 495 North Keller Road, Maitland, FL 32751

Amount of Insurance: $40,225,000                                                                  Premium: $___________________

Date of Policy: Date of Recording at Time of Recording

1. Name of Insured:

Keppel-KBS Maitland Promenade, Inc., a Delaware corporation

2. The estate or interest in the Land that is insured by this policy is:

Fee Simple as to Parcels I and II

Easement as to Parcels III and IV

3. Title is vested in:

Keppel-KBS Maitland Promenade, Inc., a Delaware corporation

4. The Land referred to in this policy is described as follows:

See Exhibit “A” attached hereto and made a part hereof

By:

      Authorized Countersignature

  (This Schedule A valid only when Schedule B is attached)

Form 5011412 (7-1-14)                 Page 6 of 16                          ALTA Owner’s Policy of Title Insurance (6-17-06) (with Florida modifications)

             Exhibit A   ISSUED BY First American Title Insurance Company  POLICY NUMBER 5011412-762885-14

File No.: NCS-762885-14-SA1

The land referred to herein below is situated in the County of Orange, State of FL, and described as follows:

PARCEL I:

LOT 2, MAITLAND PROMENADE, A SUBDIVISION ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 47, PAGES 14 AND 15, PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA.

LESS AND EXCEPT:

THAT PORTION DEEDED TO THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY WARRANTY DEED, RECORDED JULY 24, 2013 IN OFFICIAL RECORDS BOOK 10606, PAGE 1869, PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA.

PARCEL II:

A PORTION OF LOTS 91 AND 92, WILLIS R. MUNGER’S SUBDIVISION, IN SECTION 27, TOWNSHIP 21 SOUTH, RANGE 29 EAST, ACCORDING TO THE PLAT THEREOF AS, RECORDED IN PLAT BOOK E, PAGE 7 OF THE PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA, BEING THE PARCEL DESCRIBED AS FDOT RIGHT-OF-WAY, AS CONTAINED IN THAT CERTAIN WARRANTY DEED, RECORDED IN OFFICIAL RECORDS BOOK 3583, PAGE 1264; BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT THE NORTHEAST CORNER OF THE NORTHWEST  ¹⁄₄ OF THE SOUTHEAST  ¹⁄₄ OF SAID SECTION 27; RUN SOUTH 00º10’13” EAST ALONG THE EAST LINE OF SAID NORTHWEST  ¹⁄₄ OF THE SOUTHEAST  ¹⁄₄, A DISTANCE OF 657.89 FEET TO THE POINT OF BEGINNING, BEING THE NORTHEAST CORNER OF LANDS AS DESCRIBED IN THAT CERTAIN WARRANTY DEED, RECORDED IN OFFICIAL RECORDS BOOK 3583, PAGE 1264, OF THE PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA; THENCE CONTINUE ALONG THE EAST LINE OF SAID NORTHWEST  ¹⁄₄ OF THE SOUTHEAST  ¹⁄₄ RUN SOUTH 00º10’13” EAST, A DISTANCE OF 101.23 FEET; THENCE SOUTH 89º49’48” WEST, A DISTANCE OF 50.00 FEET; THENCE NORTH 00º10’12” WEST, A DISTANCE OF 41 .04 FEET; THENCE SOUTH 89º36’36” WEST, A DISTANCE OF 341.34 FEET; THENCE NORTH 00º10’12” WEST, A DISTANCE OF 60.00 FEET: THENCE NORTH 89º36’36” EAST, A DISTANCE OF 391.34 FEET TO THE POINT OF BEGINNING.

LESS AND EXCEPT:

ANY PORTION THEREOF CONVEYED TO THE CITY OF MAITLAND, FLORIDA, BY VIRTUE OF THAT CERTAIN SPECIAL WARRANTY DEED, RECORDED IN OFFICIAL RECORDS BOOK 7710, PAGE 2471, PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA.

ALSO LESS AND EXCEPT:

ANY PORTION THEREOF CONVEYED TO THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY VIRTUE OF THAT CERTAIN WARRANTY DEED, RECORDED IN OFFICIAL RECORDS BOOK 10606, PAGE 1869, PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA.

PARCEL III:

EASEMENT RIGHTS, AS CONTAINED IN THAT CERTAIN CROSS-ACCESS AGREEMENT EXECUTED BY THE CITY OF MAITLAND AND CONCOURSE AT MAITLAND ASSOCIATES, A FLORIDA GENERAL PARTNERSHIP, DATED NOVEMBER 27, 1989, APPROVED BY THAT CERTAIN RESOLUTION NO. 19-89 OF THE CITY OF MAITLAND , RECORDED IN OFFICIAL RECORDS BOOK 4153, PAGE 4589; AS AFFECTED BY THAT CERTAIN FIRST AMENDMENT TO CROSS EASEMENT AGREEMENT DATED AUGUST 27, 1998, APPROVED BY RESOLUTION NO. 9-98 BY THE CITY OF MAITLAND, RECORDED

Form 5011412 (7-1-14)                 Page 7 of 16                         ALTA Owner’s Policy of Title Insurance (6-17-06) (with Florida modifications)

IN OFFICIAL RECORDS BOOK 5571, PAGE 881, ALL OF THE PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA.

PARCEL IV:

EASEMENT RIGHTS, AS CONTAINED IN THAT CERTAIN DECLARATION OF EASEMENTS BY OPUS SOUTH CORPORATION, A FLORIDA CORPORATION, RECORDED IN OFFICIAL RECORDS BOOK 6070, PAGE 1202; AS AFFECTED BY THAT CERTAIN FIRST AMENDMENT TO DECLARATION OF EASEMENTS, RECORDED IN OFFICIAL RECORDS BOOK 6132, PAGE 3965; AS FURTHER AFFECTED BY THAT CERTAIN SECOND AMENDMENT TO DECLARATION OF EASEMENTS, RECORDED IN OFFICIAL RECORDS BOOK 8242, PAGE 1157; AS FURTHER AFFECTED BY THAT CERTAIN THIRD AMENDMENT TO DECLARATION OF EASEMENTS, RECORDED IN OFFICIAL RECORDS BOOK 9842, PAGE 9303; ALL OF THE PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA.

Form 5011412 (7-1-14)                 Page 8 of 16                         ALTA Owner’s Policy of Title Insurance (6-17-06) (with Florida modifications)

             Schedule B Owner’s Policy of Title Insurance   ISSUED BY     First American Title Insurance Company  POLICY NUMBER 5011412-762885-14

File No.: NCS-762885-14-SA1

EXCEPTIONS FROM COVERAGE

This policy does not insure against loss or damage and the Company will not pay costs, attorneys’ fees, or expenses that arise by reason of:

1. This item has been intentionally deleted.

2. The lien of the taxes for the year 2017 and all subsequent years, which are not yet due and payable.

3. This item has been intentionally deleted.

4. Matters shown on the Plat of Maitland Promenade, recorded in Plat Book 47, Page 14; as affected by that certain Subordination of City Utility Interests recorded in Official Records Book 10312, Page 769.

5. Reservations unto the State of Florida for oil, gas, minerals, fissionable materials as contained in Deed recorded in Deed Book 730, Page 113. Note: The right of entry and exploration has been released pursuant to Sec. 270.11, F.S.

6. Cooperation Agreement between City of Maitland, Florida, a municipal corporation and Harbert Properties Corporation, an Alabama corporation recorded in Official Records Book 3666, Page 1139; as affected by that certain Resolution No. 21-93 recorded in Official Records Book 4663, Page 4578; as further affected by that certain Resolution No. 10-98 recorded in Official Records Book 5571, Page 875.

7. The terms, provisions and conditions contained in that certain Resolution No. 19-89 by the City of Maitland, Florida recorded in Official Records Book 4153, Page 4589; as affected by that certain Resolution No. 9-98 recorded in Official Records Book 5571, Page 881.

8. St. Johns River Water Management District Operation and Maintenance Agreement recorded in Official Records Book 4273, Page 3712. (Affects Parcels I and IV)

9. Distribution Easement granted to Florida Power Corporation by instrument recorded in Official Records Book 5692, Page 4785; as affected by that certain Subordination of Utility Interests recorded in Official Records Book 10492, Page 1342.

10. Declaration of Easements by Opus South Corporation, a Florida corporation, recorded in Official Records Book 6070, Page 1202; as affected by that certain First Amendment to Declaration of Easements recorded in Official Records Book 6132, Page 3965; as further affected by that certain Second Amendment to Declaration of Easements recorded in Official Records Book 8242, Page 1157; as further affected by that certain Third Amendment to Declaration of Easements recorded in Official Records Book 9842, Page 9303.

Form 5011412 (7-1-14)                 Page 9 of 16                         ALTA Owner’s Policy of Title Insurance (6-17-06) (with Florida modifications)

11. Drainage Easement Agreement between State of Florida, Department and Maitland Promenade Two, LLC, a Delaware corporation recorded in Official Records Book 6250, Page 2765 and Official Records Book 6261, Page 4835. (Affects Parcels I, III and IV)

12. Access Easement Agreement between Maitland Promenade II, L.L.C., a Delaware limited liability company and Sprint-Florida, incorporated, a Florida corporation recorded in Official Records Book 6286, Page 6235 and re-recorded in Official Records Book 6345, Page 5403; as affected by that certain Quitclaim Deed recorded in Official Records Book 10606, Page 1878.

13. All of the terms and provisions set forth and contained in that certain unrecorded lease, by and between FDG Maitland Promenade LLC, a Delaware limited liability company, as Landlord, and Akerman, Senterfitt, and Eidson, P.A., a Florida corporation, as Tenant, as evidenced by that certain Subordination, Non-Disturbance, and Attornment Agreement, recorded in Official Records Book 10319, Page 5261.

14. Rights of ingress, egress, light, air and view in favor of the State of Florida Department of Transportation, as set forth in that certain Warranty Deed recorded in Official Records Book 10606, Page 1869.

15. All of the terms and provisions set forth and contained in that certain unrecorded lease, by and between FDG Maitland Promenade LLC, a Delaware limited liability company, as Landlord, and Centene Management Company, LLC, a Wisconsin limited liability company, as Lessee, as evidenced by that certain Subordination, Non-Disturbance and Attornment Agreement, recorded in Official Records Book 10625, Page 3267.

16. Rights of tenants, as tenants only, with no rights of first refusal or options to purchase the property.

17. The following matters disclosed by an ALTA/NSPS survey made by Bock & Clark Corporation on September 18, 2017 and last revised _______, 2017, designated Job No. 201703038, 005:

A) Pedestrian access across the north boundary of the property as evidenced by a walk crossing said boundary.

18. This item has been intentionally deleted.

19. This item has been intentionally deleted.

20. This item has been intentionally deleted.

21. This item has been intentionally deleted.

22. This item has been intentionally deleted.

23. This item has been intentionally deleted.

24. Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and not shown by the public records.

Form 5011412 (7-1-14)                 Page 10 of 16                         ALTA Owner’s Policy of Title Insurance (6-17-06) (with Florida modifications)

FLORIDA CONTIGUITY

ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-14                                                      File No.: NCS-762885-14-SA1

The Company insures the Insured herein against loss or damage by virtue of any inaccuracy in the following statement, to wit:

Parcel I of the legal description and Parcel II of the legal description are contiguous to each other along the easterly and northerly line of Parcel 1 and westerly and southerly line of Parcel 2, and, taken as a tract, constitute one Parcel of the land.

This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof and of prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of the terms and provisions of the policy and any prior endorsements, nor does it extend the effective date of the policy and any prior endorsements, nor does it increase the face amount thereof.

This endorsement shall not be valid or binding unless countersigned by a duly authorized office or agent of the Company.

Date:

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

By:

Authorized Countersignature

Form 50-11113 (11-1-14)                 Page 11 of 16                          Florida

Form 5011412 (7-1-14)                 Page 11 of 16                          ALTA Owner’s Policy of Title Insurance (6-17-06) (with Florida modifications)

RESTRICTIONS, ENCROACHMENTS, MINERALS ENDORSEMENT - IMPROVED LAND -

OWNER’S POLICY

(with Florida Modifications)

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-14 File No.: NCS-762885-14-SA1

The insurance provided by this endorsement is subject to the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

The Company insures the Insured against loss or damage sustained by reason of:

  1. The existence, at Date of Policy, of any of the following unless expressly excepted in Schedule B:

  (a) Present violations on the Land of any enforceable covenants, conditions, or restrictions, or any existing improvements on the Land which violate any building setback lines shown on a plat of subdivision recorded or filed in the Public Records.

  (b) Any instrument referred to in Schedule B as containing covenants, conditions, or restrictions on the Land which, in addition, (i) establishes an easement on the Land; (ii) provides for an option to purchase, a right of first refusal, or the prior approval of a future purchaser or occupant; or (iii) provides a right of re-entry, possibility of reverter, or right of forfeiture because of violations on the Land of any enforceable covenants, conditions, or restrictions.

  (c) Any encroachment of existing improvements located on the Land onto adjoining land, or any encroachment onto the Land of existing improvements located on adjoining land.

  (d) Any encroachment of existing improvements located on the Land onto that portion of the Land subject to any easement excepted in Schedule B.

  (e) Any notices of violation of covenants, conditions, or restrictions relating to environmental protection recorded or filed in the Public Records.

  2. Damage to buildings existing at Date of Policy:

  (a) Which are located on or encroach upon that portion of the Land subject to any easement excepted in Schedule B, which damage results from the exercise of the right to maintain the easement for the purpose for which it was granted or reserved;

  (b) Resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of minerals excepted from the description of the Land or excepted in Schedule B.

  3. Any final court order or judgment requiring the removal from any land adjoining the Land of any encroachment, other than fences, landscaping, or driveways, excepted in Schedule B.

  4. Any final court order or judgment denying the right to maintain any existing building on the Land because of any violation of covenants, conditions, or restrictions, or building setback lines shown on a plat of subdivision recorded or filed in the Public Records at Date of Policy.

Wherever in this endorsement the words “covenants, conditions, or restrictions” appear, they shall not be deemed to refer to or include the terms, covenants, conditions, or limitations contained in an instrument creating a lease.

As used in paragraphs 1(a) and 4, the words “covenants, conditions, or restrictions” shall not be deemed to refer to or include any covenants, conditions or limitations relating to environmental protection.

The failure to expressly except any matter delineated in paragraphs 1(a), (b) or (e) of this endorsement constitutes the Company’s agreement to indemnify against actual monetary loss or damage resulting

Form 5011412 (7-1-14)                 Page 12 of 16                          ALTA Owner’s Policy of Title Insurance (6-17-06) (with Florida modifications)

from any matters delineated in paragraphs 1(a), (b) or (e) only and provides no coverage for any other matters set forth in the covenants, conditions and restrictions.

This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof and any prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of the terms and provisions of the policy and any prior endorsements, nor does it extend the effective date of the policy and any prior endorsements, nor does it increase the face amount thereof.

This endorsement shall not be valid or binding unless countersigned by a duly authorized officer or agent of the Company.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

By:

Authorized Countersignature

Form 50-10973 (11-1-14)                 Page 13 of 16                 ALTA 9.2-06 Restrictions, Encroachments, Minerals - Improved Land - Owner’s Policy (Rev. 6-17-06) Florida Modified (Rev. 12-1-13)

Form 5011412 (7-1-14)                 Page 13 of 16                 ALTA Owner’s Policy of Title Insurance (6-17-06) (with Florida modifications)

FLORIDA SURVEY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 762885-14                                     File No.: NCS-762885-14-SA1

The Company hereby acknowledges the lands described in Schedule A are the same lands described in the survey prepared by Bock & Clark Corporation dated September 7, 2017 and last revised September 18, 2017, as Job No. 201703038-5 however, the Company does not insure the accuracy or completeness of said survey.

This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof and of prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of the terms and provisions of the policy and any prior endorsements, nor does it extend the effective date of the policy and any prior endorsements, nor does it increase the face amount thereof.

This endorsement shall not be valid or binding unless countersigned by a duly authorized officer or agent of the Company.

Date:

First American Title Insurance Company

/s/ Dennis J. Gilmore

Dennis J. Gilmore

President

/s/ Jeffrey S. Robinson

Jeffrey S. Robinson

Secretary

By:

Authorized Countersignature

Form 50-11027(11-1-14)                 Page 14 of 16                 Florida

Form 5011412 (7-1-14)                 Page 14 of 16                          ALTA Owner’s Policy of Title Insurance (6-17-06) (with Florida modifications)

Privacy Information

We Are Committed to Safeguarding Customer Information

In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information.

Applicability

This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values.

Types of Information

Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:

• Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means;

• Information about your transactions with us, our affiliated companies, or others; and

• Information we receive from a consumer reporting agency.

Use of Information

We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.

Former Customers

Even if you are no longer our customer, our Privacy Policy will continue to apply to you.

Confidentiality and Security

We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American’s Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

Information Obtained Through Our Web Site

First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet.

In general, you can visit First American or its affiliates’ Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site. There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above.

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Fair Information Values

Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy.

Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy.

Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws governing the collection, use and dissemination of data.

Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections.

Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner.

Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain.

Form 50-PRIVACY (9/1/10) Page 1 of 1 Privacy Information (2001-2010 First American Financial Corporation)

Form 5011412 (7-1-14)                 Page 15 of 16                          ALTA Owner’s Policy of Title Insurance (6-17-06) (with Florida modifications)

Note: All of the recording information contained herein refers to the Public Records of Orange County, Florida, unless otherwise indicated. Any reference herein to a Book and Page is a reference to the Official Record Books of said county, unless indicated to the contrary.

Notices - Where Sent

All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this policy and shall be addressed to the Company, Attention: Claims Department, 1 First American Way, Santa Ana, CA 92707.

Service, Quality and Availability

First American Title Insurance Company cares about its customers and their ability to obtain information and service on a convenient, timely and accurate basis. A qualified staff of service representatives is dedicated to serving you. A toll-free number is available for your convenience in obtaining information about coverage and to provide assistance in resolving complaints at 1-800-854-3643. Office hours are from 8:30 a.m. through 5:30 p.m. Monday through Friday.

Form 5011412 (7-1-14)                 Page 16 of 16                          ALTA Owner’s Policy of Title Insurance (6-17-06) (with Florida modifications)

SCHEDULE 9

BOXED SECTIONS OF THE PRELIMINARY PROSPECTUS AND THE PROSPECTUS

181

favourable terms or at all. If Keppel-KBS US REIT is not able to fund such capital expenditures, the attractiveness, marketability and operating efficiency of the Properties may be adversely affected.

Certain of the Properties are subject to non-compete clauses in favour of the tenants.

Certain lease agreements in relation to the Properties contain non-compete clauses which prevent the landlord from leasing premises to tenants which are in competition with existing tenants without the existing tenants consent. This limitation may cause competing properties to be more successful in attracting and retaining tenants. This may reduce the income from the Properties, thereby adversely affecting the amount of funds available for distribution to Unitholders.

Although the Manager is not aware of the abovementioned risks at the Properties having resulted in a material adverse impact on the relevant vendor’s financials and/or operations, there is no assurance that the business, financial condition, results of operations and prospects of Keppel-KBS US REIT will not be adversely affected arising from the abovementioned risks materialising at the relevant Properties.

Keppel-KBS US REIT will be bound by existing restrictions and conditions in favour of the tenants.

A number of the tenancies in certain Properties contain restrictions and conditions from the existing landlord to the tenant which Keppel-KBS US REIT or its related entities would be required to honour or comply.

For example, Bellevue Technology Center, which consists of nine buildings built upon six lots of land, is governed by a Declaration of Restrictive Covenants, Conditions, Restrictions, Reservations and Easements for Unigard Park (the “CC&Rs”). The CC&Rs provide for generally standard restrictions and conditions for Bellevue Technology Center which include among others, restrictions on the use of Bellevue Technology Center by any other insurance company other than Unigard Insurance Company so long as Unigard Insurance Company owns any lot of land or is a lessee of any portion of a lot of land.

As at the date of this Prospectus, Unigard Insurance Company is a tenant of Bellevue Technology Center occupying Suite 100 of Building E and as such, in accordance with the CC&Rs, no other insurance company can be a tenant of Bellevue Technology Center.

As the CC&Rs restrict insurance companies as part of the pool of potential tenants for Bellevue Technology Center, this may adversely affect Keppel-KBS US REIT’s revenue and results of operations. Other similar restrictions and conditions in existing tenancies may likewise adversely affect Keppel-KBS US REIT’s revenue and results of operations.

Keppel-KBS US REIT may not be able to put in place or maintain adequate insurance in relation to the Properties and its potential liabilities to third parties or may suffer material losses in excess of insurance proceeds.

The Properties face the risk of suffering physical damage caused by fire, terrorism, acts of God such as natural disasters like earthquakes or other causes, as well as potential public liability claims, including claims arising from the operations of the Properties. Certain risks, such as floods and losses caused by the outbreak of contagious diseases, contamination or other environmental impairment, may be uninsurable or the cost of insurance may be prohibitive when compared to the risk. Currently, Keppel-KBS US REIT’s property and casualty insurance policies for the Properties do not cover acts of war, intentional or dishonest acts, nuclear reaction or radio-active contamination, asbestos contamination or other long-term environmental impairments. Keppel-KBS US REIT may also not have any insurance designed to limit any losses it may incur as a

72

• the adverse impact on the operations at the affected Property which may in turn adversely affect the revenue of Keppel-KBS US REIT; and

• the adverse impact on the value of the affected Property.

Further, asbestos-containing materials have been found on the premises of 1800 West Loop South and The Plaza Buildings.

Under the various United States federal and state environmental laws, building owners have an obligation to ensure that exposure of a person at the workplace to airborne asbestos should be eliminated so far as is reasonably practicable, and if it not reasonably practicable to eliminate exposure to airborne asbestos, exposure should be minimised so far as is reasonably practicable.

Keppel-KBS US REIT will seek to be compliant with the relevant regulations in relation to management of asbestos in the buildings. Keppel-KBS US REIT is currently in compliance with the relevant regulations in relation to management of asbestos in 1800 West Loop South. An Asbestos Operations and Maintenance Programme is currently in place to manage the asbestos at 1800 West Loop South. If Keppel-KBS US REIT removes the asbestos or renovates or demolishes the buildings, certain environmental regulations govern the manner in which the asbestos must be handled and removed, and Keppel-KBS US REIT could incur substantial costs complying with such regulations. Keppel-KBS US REIT is unable to quantify such costs, which may vary if the relevant environmental regulations change. Keppel-KBS US REIT currently has no plans to remove the asbestos or renovate or demolish the relevant buildings.

The Plaza Buildings is in compliance with the relevant regulations. The Plaza Buildings has also implemented an asbestos remediation plan to direct how asbestos-containing materials will be handled if they are actually encountered as part of future improvements. However, no friable asbestos-containing materials were found in the building. Rather, the asbestos remediation plan was recommended as part of the environmental review process purely due to the age of the building.

In addition, Keppel-KBS US REIT may be required to make capital expenditures to comply with these environmental laws. The discharge, release or disposal of air or water pollutants without a valid permit or the improper use, storage or handling of hazardous or toxic materials or substances may expose Keppel-KBS US REIT to liability or materially adversely affect its ability to sell or lease a Property or to borrow using a Property as collateral. Accordingly, in such cases, Keppel-KBS US REIT risks enforcement by environmental authorities and may be required to incur unbudgeted capital expenditures to remedy such issue and the financial position of tenants which are in violation may be adversely impacted, affecting their ability to conduct business and to meet their tenancy obligations.

Keppel-KBS US REIT may not have any insurance designated to limit any losses that it may incur as a result of known or unknown environmental conditions. While Keppel-KBS US REIT does not believe that there are environmental conditions at any of the Properties that will materially and adversely affect it and the Manager is not aware of any such environmental condition, there can be no assurance that environmental conditions present at the Properties, now or in the future, or costs they may be required to incur in the future to address environmental contamination will not materially and adversely affect it.

In general, a seller’s representation as to asbestos is not normally obtained in the United States. The scope of a seller’s representations and warranties in commercial real estate transactions in the United States is a point of negotiation. However, in general, most sellers in the United States will not agree to make a representation to a buyer with respect to asbestos, or the absence thereof. The general understanding between buyers and sellers is that it is a matter for the buyer’s due diligence, and that no adjustments to the purchase price will be made due to the presence of

74

asbestos in the buildings in the IPO Portfolio. in the United States, a property owner is typically required to disclose its knowledge of the presence of asbestos in a building, but the property owner is generally not required to take remedial action unless the asbestos has become “friable” (i.e., released into the air). Asbestos used in building materials in the United States does not typically become friable unless it is disturbed, as in the case where a building is being remodelled, and in such circumstances the property owner is only required to remediate the specific areas/materials in which asbestos has become friable. This means that, for example, if a property owner were renovating one storey of a building, it would be required to remediate any asbestos present on that particular storey, but would not be required to address asbestos present in other storeys of the building that are not the subject of such renovation. As a result, asbestos can remain present (in unfriable form) in a building for many years without issue; it is only when the property owner commences a renovation or otherwise causes the asbestos to become friable that the property owner is required to take remedial action. A property owner will typically factor the remediation of asbestos into the budgeting for any renovation or remodelling. In addition, buildings which were constructed before 1981 and in which asbestos-containing materials are detected must implement an “asbestos remediation plan” to direct how asbestos-containing materials will be handled if they are encountered in the course of future improvements, but the owner is not typically required to take affirmative remediation steps unless and until asbestos-containing materials are actually encountered during the course of such improvements. The presence of asbestos is not uncommon in older buildings and in general would not prevent or delay the sale of a building.

Inquiries about indoor air quality may necessitate special investigation and, depending on the results, remediation beyond Keppel-KBS US REIT’s regular indoor air quality maintenance programs. Indoor air quality issues can stem from inadequate ventilation, chemical contaminants from indoor or outdoor sources, and biological contaminants such as moulds, pollen, viruses and bacteria. Indoor exposure to chemical or biological contaminants above certain levels can be alleged to be connected to allergic reactions or other health effects and symptoms in susceptible individuals. If these conditions were to occur at one of the Properties, it may need to undertake a targeted remediation program, including without limitation, steps to increase indoor ventilation rates and eliminate sources of contaminants. Such remediation programs could be costly, necessitate the temporary relocation of some or all of the Property’s tenants or require rehabilitation of the affected Property.

The current political debate about climate change has resulted in various treaties, laws and regulations which are intended to limit carbon emissions. Such laws being enacted or proposed may cause energy costs at the Properties to increase in the future. Laws enacted to mitigate climate change may make some of the Properties obsolete, require or cause Keppel-KBS US REIT to make material investments in its properties which could materially and adversely affect Keppel-KBS US REIT’s financial condition and results of operations.

Some of the Properties may be exposed to potential liability arising from their non-compliance with the relevant local zoning regulations in the US.

It is customary for institutional buyers of commercial real estate in the US to procure athird-party company to prepare a zoning report to determine whether a property is in compliance with local zoning standards. In connection therewith, the Manager has engaged athird-party consultant that specialises in zoning due diligence to prepare the zoning reports. Based on the zoning reports received for the Properties, some of the Properties do not comply with the relevant local zoning regulations with regards to matters including, among others, building set-back lines, building height limitations, floor area ratio and parking stall formula. For example, the Northridge Center is non-confirming as to parking set-backs, with approximately 35 parking stalls constructed too close to the property boundary. The city of Sandy Springs has confirmed that it currently has no plans to enforce the set-back requirements or to require that the encroaching spaces be removed. However, these parking stalls would likely need to be removed if the city of Sandy Springs

75

chooses to enforce the set-back requirements in the future. The Property would still be in compliance with zoning requirements if such parking stalls were removed. Due to changes in local zoning requirements, Powers Ferry, West Loop I & II and The Plaza Buildings, which were built in compliance with then-applicable zoning requirements, do not comply with the current relevant local zoning regulations. If such Properties sustain a casualty and the cost of repair does not exceed a specified threshold, the relevant building can be rebuilt as-is. However, if the cost of repair exceeds the specified threshold, Keppel-KBS US REIT would need to rebuild the building in conformance with the then-existing zoning requirements, or seek a variance from the relevant zoning authority to rebuild the building as-is. If such variance is not granted, the building would need to be rebuilt in compliance with current zoning regulations. (See “Overview of Relevant Laws and Regulations in the US – Relevant Laws and Regulations in the United States – Land Use (Zoning) and Building Controls”.) As of the date of this Prospectus, the Manager believes that the non-confirming status of each of Northridge Center I & II, Powers Ferry, West Loop I & II and The Plaza Buildings would not have a significant adverse impact on Keppel-KBS US REIT.

Notwithstanding that the zoning reports do not recommend Keppel-KBS US REIT to take any remedial action to rectify the non-compliance, there is no assurance that the relevant authorities will not require Keppel-KBS US REIT to remedy the situation. In the event that Keppel-KBS US REIT is required to ensure Properties comply with the relevant local zoning regulations, additional expenses might be incurred and this may have an adverse effect on the business, financial condition, results of operations and/or prospects of Keppel-KBS US REIT and its ability to make distributions to the Unitholders.

Consistent with commercial real estate practices in the United States, Keppel-KBS US REIT will obtain a title insurance policy for each property in the IPO Portfolio which will insure Keppel-KBS US REIT against certain risks related to title of the properties (and against violations of certain zoning requirements applicable to the Properties, for example issuing an endorsement providing coverage regarding (i) the zoning classification of the Property and (ii) the types of uses allowed under such classification, save for Properties located in Texas, as such zoning endorsements are unavailable in Texas) for 100% of the relevant Property’s purchase price. (See “Overview of Relevant Laws and Regulations in the United States – Relevant Laws and Regulations in the United States – Recording and Title Insurance”.) However, Keppel-KBS US REIT may not have recourse under the title insurance policies for all losses or liabilities which it might suffer or incur in connection with the Properties. (See “Risk Factors – Risks relating to the Properties – The representations, warranties and indemnities granted in favour of Keppel-KBS US REIT by the vendors of the Properties are subject to limitations as to their scope, amount and timing of claims which can be made thereunder”.)

Occurrence of any acts of God, natural disasters, war and terrorist attacks may adversely and materially affect the business and operations of the Properties.

Acts of God, such as natural disasters like earthquakes, floods, war and terrorist attacks are beyond the control of Keppel-KBS US REIT or the Manager. These may materially and adversely affect the economy, infrastructure and livelihood of the local population. Keppel-KBS US REIT’s business and income available for distribution may be adversely affected should such acts of God, war or terrorist attacks occur.

Keppel-KBS US REIT may have significant investments in large metropolitan markets that have been or may be in the future the targets of actual or threatened terrorist attacks, including Washington, California, Colorado, Texas, Georgia and Florida. As a result, some tenants in these markets may choose to relocate their businesses to other markets or to lower-profile office buildings within these markets that may be perceived to be less likely targets of future terrorist activity. This could result in an overall decrease in the demand for office space in these markets generally or in the Properties in particular, which could increase vacancies in the Properties or necessitate that the Properties are leased on less favourable terms or both. In addition, future

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IN WITNESS whereof this Agreement has been entered into on the date stated at the beginning.

The Manager

KEPPEL-KBS US REIT MANAGEMENT PTE. LTD.

By:	/s/ David Snyder
Name:	David Snyder
Title:	CEO

Keppel-KBS US REIT – Underwriting Agreement

KPA

KBS PACIFIC ADVISORS PTE. LTD.

By:	/s/ RAHUL RANA
Name:	RAHUL RANA
Title:	Director

Keppel-KBS US REIT – Underwriting Agreement

KC

KEPPEL CAPITAL HOLDINGS PTE LTD

By:	/s/ PAUL THAM
Name:	PAUL THAM
Title:	Authorised Signatory

Keppel-KBS US REIT – Underwriting Agreement

KPA Guarantor

GKP HOLDING LLC

By:	/s/ Peter McMillan
Name:	Peter McMillan
Title:	Managing Partner

Keppel-KBS US REIT – Underwriting Agreement

KBS SORP

KBS SOR PROPERTIES LLC

By:	/s/ Jeffrey Waldvogel
Name:	Jeffrey Waldvogel
Title:	Chief Financial Officer

Keppel-KBS US REIT – Underwriting Agreement

KCIH

KEPPEL CAPITAL INVESTMENT HOLDINGS PTE. LTD.

By:	/s/ PAUL THAM
Name:	PAUL THAM
Title:	Director

Keppel-KBS US REIT – Underwriting Agreement

The Sole Financial Adviser and Issuer Manager and Joint Bookrunner and Underwriter

DBS BANK LTD.

By:	/s/ Tan Jeh Wuan
Name:	Tan Jeh Wuan
Title:	Managing Director and Head, Capital Markets-Singapore

Keppel-KBS US REIT – Underwriting Agreement

The Joint Bookrunner and Underwriter

MERRILL LYNCH (SINGAPORE) PTE. LTD.

By:	/s/ Siah Geok Wah
Name:	Siah Geok Wah
Title:	Managing Director

Keppel-KBS US REIT – Underwriting Agreement

The Joint Bookrunner and Underwriter

CITIGROUP GLOBAL MARKETS SINGAPORE PTE. LTD.

By:	/s/ Jonathan Quek
Name:	Jonathan Quek
Title:	Managing Director
	Co-Head—Asia Pacific
	Real Estate and Lodging Head—Singapore Investment Banking

Keppel-KBS US REIT – Underwriting Agreement

The Joint Bookrunner and Underwriter

CREDIT SUISSE (SINGAPORE) LIMITED

By:	/s/ Felicity Chan
Name:	Felicity Chan
Title:	Director

By:	/s/ Adrian Yeo
Name:	Adrian Yeo
Title:	Director General Counsel Division

Keppel-KBS US REIT – Underwriting Agreement

EX-10.20

Exhibit 10.20

EXECUTION

UNIT LENDING AGREEMENT

2 NOVEMBER 2017

KEPPEL CAPITAL INVESTMENT HOLDINGS PTE. LTD.

AND

KBS SOR PROPERTIES LLC

AND

MERRILL LYNCH (SINGAPORE) PTE. LTD.

ALLEN & OVERY

Allen & Overy LLP

CONTENTS

Clause		Page
1.	Definitions		1
2.	Loans of Units		4
3.	Delivery of Loaned Securities		5
4.	Profits		6
5.	Rights and Title		6
6.	Duties, Cost and Expenses		7
7.	Representations and Warranties		7
8.	Termination of the Loan and Delivery of the Equivalent Securities		8
9.	Events of Default		9
10.	Notice		11
11.	Miscellaneous		12
12.	Remedies		13
13.	Rights of Third Parties		13
14.	Counterparts		13
15.	Governing Law and Jurisdiction		13
Schedule
1.	Form of Borrowing Request		15

THIS AGREEMENT is made on 2 November 2017

BETWEEN

(1) KEPPEL CAPITAL INVESTMENT HOLDINGS PTE. LTD. (Company Registration No.: 201633284D), a company incorporated under the laws of Singapore, whose registered office is at 1 Harbourfront Avenue, #18-01, Keppel Bay Tower, Singapore 098632 (KCI);

(2) KBS SOR PROPERTIES LLC (Company Registration No.: 4840084), a company incorporated under the laws of the State of Delaware, whose registered office is at 1679 S. Dupont Hwy, Suite 100, in the City of Dover, 19901 (KBS SORP, and together with KCI, the Lenders); and

(3) MERRILL LYNCH (SINGAPORE) PTE. LTD. (Company Registration No.: 198602883D), a company incorporated under the laws of Singapore, whose registered office is at 50 Collyer Quay, #14-01, OUE Bayfront, Singapore 049321 (the Borrower).

WHEREAS

(A) The Borrower is the stabilising manager in respect of the Offering (as defined below) on the terms and conditions described in the Prospectus (as defined below).

(B) The Borrower wishes to borrow up to 31,428,200 Units (as defined herein) from each of the Lenders in equal proportions for and on behalf of itself and/or its affiliates and/or persons acting on its behalf for the purposes of facilitating settlement of over-allotment of Units in connection with the Offering pending exercise of the Over-Allotment Option (as defined below) and stabilisation transactions.

(C) Following the completion of the Offering, KCI will be the legal and beneficial owner of 59,713,600 Units and KBS SORP will be the legal and beneficial owner of 59,713,600 Units, in each case assuming the Over-Allotment Option (as defined below) is not exercised.

(D) The Lenders have, at the Borrower’s request, agreed to severally lend up to 31,428,200 Units in equal proportions to the Borrower.

(E) In consideration of the payment of S$1.00 to each of the Lenders (the receipt and the sufficiency of which is hereby acknowledged by each of the Lenders), the Borrower and the Lenders have agreed to enter into securities borrowing and lending transactions subject to the terms and conditions of this Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS

1.1 In this Agreement unless the context otherwise requires:

Additional Units means up to an aggregate of 31,428,200 Units (representing not more than 12.0% of the total number of Offering Units).

affiliates has the meaning specified in Rule 501(b) of Regulation D under the United States Securities Act of 1933, as amended.

1

Authority means the Monetary Authority of Singapore.

Borrower has the meaning ascribed thereto in the introduction to this Agreement.

Borrowing Request means a request made by the Borrower to the Lenders (in writing substantially in the form attached to the Agreement as Schedule 1) in respect of a proposed borrowing of Units pursuant to Clause 2.1 specifying the amount of such Units and the Settlement Date.

Business Day means any day other than a Saturday, a Sunday or a legal or gazetted holiday or a day on which the SGX-ST is not open for trading, or banking institutions or trust companies are, authorised or obligated by law to close in Singapore.

CDP means The Central Depository (Pte) Limited.

Encumbrances means any mortgage, assignment of receivables, debenture, lien (other than liens arising by operation of law in the ordinary course of business), charge, pledge, title retention, right to acquire, security interest, options, rights of first refusal, pre-emption rights, other third party rights or any other encumbrance.

Equivalent Securities means the KBS Equivalent Securities and/or the KCI Equivalent Securities, as the case may be.

Income means any interest, dividends or other distributions of any kind whatsoever with respect to the Loaned Securities.

Joint Bookrunners and Underwriters shall mean, generally, DBS Bank Ltd., Merrill Lynch (Singapore) Pte. Ltd., Citigroup Global Markets Singapore Pte. Ltd. and Credit Suisse (Singapore) Limited and Joint Bookrunner and Underwriter shall mean any one of them.

KBS’s CDP Account means the securities sub-account of KBS SORP held through the relevant CDP depository agent for the purpose of holding the KBS Loaned Securities or the KBS Equivalent Securities, details of which shall be notified to the Borrower by KBS SORP no later than the date falling three (3) Business Days before the Settlement Date.

KBS Equivalent Securities means Units of an identical type and description (including all substitutions therefor, all additions and accretions thereto and all distributions, options and other rights arising therefrom and attaching thereto) equivalent to the amount of all KBS Loaned Securities outstanding to KBS SORP and if applicable, includes any certificates and other documents of or evidencing title thereto and transfer thereof.

KBS Loaned Securities means up to 15,714,100 Units delivered or to be delivered by KBS SORP under the Loan and, if applicable, includes any certificates and other documents of or evidencing title and transfer thereof.

KBS SORP has the meaning ascribed thereto in the introduction to this Agreement.

KCI’s CDP Account means the following securities sub-account of KCI held through the relevant CDP depository agent for the purpose of holding the KCI Loaned Securities or the KCI Equivalent Securities, as the case may be:

2

Name of Depository Agent (DA)	Name of Beneficiary (including 12-Digit - DA No.)	Depository Agent No.
CDP	3331-3455-1335	N.A.

KCI has the meaning ascribed thereto in the introduction to this Agreement.

KCI Equivalent Securities means Units of an identical type and description (including all substitutions therefor, all additions and accretions thereto and all distributions, options and other rights arising therefrom and attaching thereto) equivalent to the amount of all KCI Loaned Securities outstanding to KCI and if applicable, includes any certificates and other documents of or evidencing title thereto and transfer thereof.

KCI Loaned Securities means up to 15,714,100 Units delivered or to be delivered by KCI under the Loan and, if applicable, includes any certificates and other documents of or evidencing title and transfer thereof.

Lenders means KBS SORP and KCI, and Lender means any one of them.

Loan means any or all of the loans under this Agreement.

Loaned Securities means the KBS Loaned Securities and/or the KCI Loaned Securities, as the case may be.

Manager means Keppel-KBS US REIT Management Pte. Ltd., the manager of Keppel-KBS US REIT.

Market Value with respect to any Equivalent Securities, means the amount it would cost a Lender to purchase a like amount of such securities at such time when the Lender makes such a claim for its Equivalent Securities on the principal market for such securities, plus all brokers’ fees, commissions, clearing fees, stamp duty, other transfer tax, and all other reasonable costs, fees and expenses that would be incurred in connection with such purchase.

Offering means the offering of the Offering Units pursuant to and in accordance with the Underwriting Agreement, by the Manager (acting on behalf of Keppel-KBS US REIT).

Offering Price means US$0.88 per Unit.

Offering Units means 262,772,400 Units offered in the Offering.

Over-Allotment Option means the option granted to the Borrower by the Lenders, exercisable by the Borrower (or any of its affiliates or persons acting on its behalf), in consultation with the other Joint Bookrunners and Underwriters, in full or in part, on one or more occasions, to acquire from the Lenders, in any proportion between them as may be determined by the Stabilising Manager in consultation with the other Joint Bookrunners and Underwriters, up to an aggregate of 31,428,200 Units at the Offering Price, solely to cover the over-allotment of Units (if any) made in connection with the Offering.

Prospectus means the prospectus dated 2 November 2017 (including the application forms accompanying the Prospectus) in connection with the Offering, including any appendices thereto.

3

Settlement Date means the date on which the Loaned Securities are delivered from the Lenders to the Borrower in accordance with Clause 3, provided that no such date shall be before the listing date of Keppel-KBS US REIT.

SGX-ST means the Singapore Exchange Securities Trading Limited.

Sponsors means KBS Pacific Advisors LLC and Keppel Capital Holdings Pte. Ltd.

Unit means one unit in Keppel-KBS US REIT.

Termination means termination of the Loan as specified in Clause 9.

Termination Date means the earlier of (i) the date falling 30 days after the commencement of trading in the Units on the SGX-ST and (ii) the date when the Borrower has bought, on the SGX-ST, an aggregate of 31,428,200 Units, representing not more than 12.0% of the total Offering Units to undertake stabilising actions.

Trust Deed means the deed of trust dated 22 September 2017 constituting Keppel-KBS US REIT entered into between the Manager and Perpetual (Asia) Limited(as trustee of Keppel-KBS US REIT, the Trustee).

Underwriting Agreement means the underwriting agreement entered into on 2 November 2017 among the Manager, the Sponsors and the Joint Bookrunners and Underwriters, in connection with the Offering.

1.2 Notwithstanding the use of the expressions such as “borrow”, “deliver”, “lend” and “re-deliver”, which are used to reflect terminology used in the market for transactions of the kind provided for in this Agreement, title to the Loaned Securities shall pass from one party to another as provided for in this Agreement, the party obtaining such title being obliged to re-deliver Equivalent Securities, including title to Equivalent Securities.

1.3 All headings appear for convenience only and shall not affect the interpretation hereof.

1.4 References to Clauses and Sub-clauses are to clauses and sub-clauses of this Agreement.

1.5 Any capitalised term not defined in this Agreement shall have the meaning ascribed to it in the Underwriting Agreement.

1.6 Any reference to a time of the day and a date is to Singapore time and date respectively unless otherwise stated.

2. LOANS OF UNITS

2.1 Subject to the terms and conditions of this Agreement, the Lenders shall, at the request of the Borrower, lend the Loaned Securities to the Borrower in equal proportions, and the Borrower shall be entitled to borrow for and on behalf of itself and/or its affiliates and/or persons acting on its behalf such Loaned Securities from the Lenders. The Borrower may request one or more Loans by sending a Borrowing Request to the Lenders. Each of the Lender shall, upon receipt of a Borrowing Request from the Borrower no later than three (3) Business Days prior to the Settlement Date specified by the Borrower (unless otherwise agreed between the parties hereto), lend the number of Units requested and the Borrower shall borrow such number of Units from the Lenders, provided that the number of Units lent and delivered by the Lenders to the Borrower shall always be in equal proportions. The obligation of each of the Lenders to lend and deliver the Loaned Securities to the Borrower

4

under this Agreement shall be conditional on the issue of the Loaned Securities by the Manager for the account of Keppel-KBS US REIT in accordance with the Trust Deed.

2.2 The Borrower has the right to withdraw a Borrowing Request or reduce the number of Units requested pursuant to a Borrowing Request, provided that (i) the number of Units lent and delivered by the Lenders to the Borrower shall always be in equal proportions, and (ii) the Borrower has notified the Lender in writing of such withdrawal or reduction no later than 12:00 noon on the day which is two (2) Business Days prior to the Settlement Date (unless otherwise agreed between the parties hereto).

2.3 The Borrower may submit to the Lenders any number of Borrowing Requests, provided that (i) the aggregate number of Units that the Borrower may borrow under this Agreement shall not exceed the total number of Units available under the Over-Allotment Option, and (ii) the aggregate number of Units lent and delivered by each Lender to the Borrower shall always be in equal proportions with the other Lender.

2.4 Notwithstanding the provisions in this Agreement with respect to when a Loan occurs, a Loan hereunder shall not occur until such Loaned Securities in respect of the relevant Borrowing Request shall have been delivered to the Borrower (or its designated affiliate) in accordance with Clause 3.

2.5 A Borrowing Request may only be given on a Business Day, and if given later than 5.00 p.m. (Singapore time) on any Business Day shall be deemed to have been given on the Business Day immediately following such Business Day.

2.6 The Lenders hereby agree that the Borrower is irrevocably authorised, subject to all applicable laws and regulations, to delegate all or any of its relevant rights, duties, powers and discretions (which rights, duties, powers and discretions shall at all times be exercised in accordance with the provisions of this Agreement) in such manner and on such terms as it thinks fit (with or without formality and without prior notice of any such delegation being required to be given to the Lenders) to any one or more of its affiliates, provided that the Borrower shall continue to be bound by the terms of this Agreement and shall remain liable under this Agreement for all acts and omissions of any affiliate in breach of this Agreement to which it delegates any such rights, duties, powers or discretions.

3. DELIVERY OF LOANED SECURITIES

3.1 Subject to the Underwriting Agreement not having been terminated pursuant to the terms thereof, upon receipt of a Borrowing Request, the Lenders shall deliver or cause to be delivered the Loaned Securities to the Borrower (or its designated affiliate) no later than the commencement of trading on the day on which dealings in the Units commence on the SGX-ST, in the case of Units to be delivered on the Listing Date (as defined in the Underwriting Agreement), and otherwise in accordance with the Borrowing Request by:

(a) (in the case of KBS SORP) causing the KBS Loaned Securities to be debited from KBS’s CDP Account and credited to the CDP account(s) notified to the Lenders by the Borrower in the Borrowing Request;

(b) (in the case of KCI) causing the KCI Loaned Securities to be debited from KCI’s CDP Account and credited to the CDP account(s) notified to the Lenders by the Borrower in the Borrowing Request; or

(c) any other method of delivery as shall be agreed upon by the parties hereto.

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3.2 The Borrower shall notify the Lenders of the details of its (or its designated affiliate’s) CDP account(s) that the Loaned Securities are to be credited to, prior to or together with the delivery of any Borrowing Request made pursuant to Clause 2.1.

3.3 Notwithstanding the foregoing, delivery of the Loaned Securities shall be made in such manner as shall be effective to give the Borrower (or its designated affiliate) full right, title and interest in the Loaned Securities and shall be completed within such time period required to effect the over-allotment of up to 31,428,200 Units for stabilisation activities in connection with the Offering.

4. PROFITS

4.1 The Borrower and the Lenders agree that any profits made by the Borrower in the exercise of the Over-Allotment Option or in effecting the stabilisation activities, net of any relevant taxes, duties, levies chargeable and other costs and expenses incurred therefrom, shall belong to the Borrower, on behalf of the Joint Bookrunners and Underwriters.

5. RIGHTS AND TITLE

5.1 The parties hereto shall execute and deliver all necessary documents and give all necessary instructions to procure that all right, title and interest in:

(a) (in the case of KBS SORP) any KBS Loaned Securities borrowed pursuant to Clause 2;

(b) (in the case of KCI) any KCI Loaned Securities borrowed pursuant to Clause 2; and

(c) (in the case of the Borrower) any Equivalent Securities re-delivered pursuant to Clause 9;

shall pass from one party to the other on delivery or re-delivery of the same in accordance with this Agreement, free from all Encumbrances and other third-party rights. In the case of Loaned Securities or Equivalent Securities, title to which is registered in a computer-based system that provides for the recording and transfer of title to the same by way of book entries, delivery and transfer of title shall take place in accordance with the rules and procedures of such system as in force from time to time. The party acquiring such right, title and interest shall have no obligation to return or re-deliver any of the assets so acquired but, in so far as any Loaned Securities are borrowed, such party shall be obliged, subject to the terms of this Agreement, to re-deliver Equivalent Securities.

5.2 When a right to vote arises in respect of any Loaned Securities prior to the re-delivery of the Equivalent Securities, the Borrower only to the extent that it retains control over or has possession of such Loaned Securities shall arrange for the voting rights attached to the Loaned Securities to be exercised in accordance with the instructions of the Lenders provided that (i) each Lender shall not give the instructions for the exercise of voting rights in excess of half of the number of such Loaned Securities, and (ii) each Lender shall notify the Borrower of its instructions in writing no later than seven (7) Business Days prior to the date upon which such votes are exercisable or as otherwise notified by the Borrower to the Lender and the Borrower shall not be obliged so to exercise the votes in respect of a number of Loaned Securities greater than (a) the number so lent to it, or (b) the number of such Loaned Securities that the Borrower retains control over or is in possession of, whichever is less. For the avoidance of doubt, the Parties agree that subject as hereinbefore provided, any voting rights attaching to the Loaned Securities and/or the

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Equivalent Securities shall be exercisable by the persons in whose name they are registered.

6. DISTRIBUTIONS

6.1 Each Lender shall be entitled to receive on the relevant payment dates such amounts as are equal to half of the amounts of all Income (if any) that are actually received by the Borrower in respect of which the record date occurs during the term of the Loan, and such amounts received shall be no different than as though each Lender still had title to the Loaned Securities borrowed and received such Income directly.

6.2 Any cash Income received by the Borrower, which the Lenders are entitled to receive pursuant to this Clause 6, shall be paid to the Lenders by the Borrower as soon as reasonably practicable after the date of receipt by the Borrower of the same, or such other date as the Lenders and the Borrower may from time to time agree. Non-cash distributions received by the Borrower on the Loaned Securities shall be added to the Loaned Securities and shall be considered such for all purposes except that if the Loan has terminated, the Borrower shall forthwith deliver such non-cash distributions to the Lenders in equal proportions.

6.3 The Lenders shall pay and satisfy all liabilities and obligations, and indemnify the Borrower in respect of any such liabilities and obligations, which fail to be paid or satisfied by the holder of any Loaned Securities while on loan from the Lenders to the Borrower hereunder only to the extent that the Lenders would have been liable to pay or satisfy such liability or obligations but for the lending of the Loaned Securities to the Borrower hereunder.

7. DUTIES, COSTS AND EXPENSES

7.1 All transfer or similar duties (including but not limited to stamp duty), levies chargeable and other costs and expenses in connection with the transfer of the Loaned Securities and the re-delivery of Equivalent Securities shall be paid by the Lenders in equal proportions.

7.2 The parties agree that no fees will be payable by any party to any other in connection with the Loan under this Agreement and no collateral will be provided by the Borrower to the Lenders for the Loan under this Agreement.

7.3 The Lenders shall not be responsible for any income taxes payable by the Borrower in connection with its role as Stabilising Manager in respect of the Offering or arising out of or in connection with the transactions contemplated in this Agreement.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each of the Lenders and the Borrower, warrants and represents that:

(a) it is duly incorporated, established or constituted (as the case may be) and validly existing under the laws of its country of incorporation, establishment or constitution (as the case may be);

(b) it has the power to execute and deliver this Agreement;

(c) it has the power to enter into the Loans contemplated hereby and to perform its obligations hereunder;

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(d) it has taken all necessary action to authorise the execution, delivery and performance of this Agreement;

(e) this Agreement constitutes its legal, valid and binding obligations, enforceable in accordance with its terms; and

(f) subject to the Manager issuing the Loaned Securities (for the account of Keppel-KBS US REIT in accordance with the Trust Deed) to the Lenders as contemplated in the Prospectus, in the case of the Lenders, as to all Loaned Securities, (i) it is the legal and beneficial owner of the Loaned Securities, (ii) it is absolutely entitled to pass full legal and beneficial ownership of such Loaned Securities provided by it hereunder to the Borrower (or its designated affiliate) free and clear of all Encumbrances, (iii) the Loaned Securities shall rank in all respects pari passu with all Units existing as at Settlement Date, are fully paid-up or credited as fully paid-up, and (iv) no other person has or shall have any pre-emptive or similar rights over the Loaned Securities.

8.2 Each party accepts liability as principal with respect to its obligations hereunder, except that the Borrower may delegate any of its obligations or rights hereunder to its affiliates and/or persons acting on its behalf for the purposes of its role as stabilising manager in the Offering.

8.3 Each party represents and warrants that the execution, delivery and performance by it of this Agreement and the Loans will to its knowledge comply with all applicable laws, rules and regulations including those of the SGX-ST, the CDP and the Authority.

8.4 The Borrower further warrants and represents to the Lenders that (i) all Loaned Securities will be used by the Borrower and/or its affiliates and/or persons acting on its behalf solely for the purpose of covering over-allotments in connection with the Offering and (ii) it is absolutely entitled to pass full legal and beneficial title of all Equivalent Securities provided by it hereunder to the Lenders free and clear of all Encumbrances and (iii) the Equivalent Securities shall rank in all respects pari passu with all Units existing as at the date the Equivalent Securities are re-delivered and are fully paid-up and no other person has or shall have any pre-emptive or similar rights over such Equivalent Securities.

8.5 Each of the Lenders represents and warrants to the Borrower that it is an accredited investor within the meaning of the Securities and Futures Act, Chapter 289 of Singapore.

8.6 Each party further represents and warrants that each of the representations and warranties contained in Clauses 8.1, 8.2, 8.3, 8.4 and 8.5 above will, in respect of itself, be true and accurate in all respects throughout the duration of the Loans.

9. TERMINATION OF THE LOAN AND RE-DELIVERY OF THE EQUIVALENT SECURITIES

9.1 The Loan may be terminated by the Borrower at any time upon giving not less than one (1) Business Day’s notice of the Termination to the Lenders provided always that Termination by the Borrower shall not occur after the Termination Date. The Loan, if not terminated earlier by the Borrower, shall automatically terminate on the Termination Date.

9.2 Subject to Clause 9.4 below, in the event that the Loan is terminated by the Borrower or, if not terminated earlier by the Borrower, terminated on the Termination Date or by the exercising of the Over-Allotment Option by the Borrower, the Borrower shall deliver or procure its affiliate or nominee (as the case may be) to deliver to the Lenders the Equivalent Securities (which for the avoidance of doubt shall include any Income made on

8

the Loaned Securities due and outstanding and which have not yet been delivered to the Lender under Clause 6.2) in equal proportions to KBS’s CDP Account and KCI’s CDP Account, or by such other means that the parties shall agree, not later than the date falling five (5) Business Days after the date of Termination referred to in Clause 9.1 above or after the Termination Date, whichever is earlier. The Lenders shall accept such re-delivery. The Equivalent Securities shall rank in all respects pari passu with all existing Units and shall be delivered to the Lenders fully paid-up and free and clear from all Encumbrances.

9.3 The delivery to the Lenders of the Equivalent Securities may be effected by:

(a) the Borrower (or its affiliate or nominee) delivering to each Lender (or such other person as it may direct) the relevant Equivalent Securities together with valid duly executed transfer forms in respect of the relevant Equivalent Securities;

(b) the Borrower causing the relevant Equivalent Securities to be credited to each Lender’s (or such other person as it may direct) account with CDP and debited from the Borrower’s or, as the case may be, its affiliate’s or nominee’s account with CDP and such crediting and debiting shall result in notice of the transaction being given to the Lender; or

(c) any other method of delivery as agreed upon by the parties.

9.4 The obligation of the Borrower to re-deliver the Equivalent Securities to the Lenders or such other parties as the Lenders may elect under this Agreement, in particular this Clause 9 shall be deemed to have been discharged to the extent of such number of Additional Units in respect of which the Over-Allotment Option has been exercised by the Borrower and payment of the aggregate Offering Price in respect of each Lender’s Units which are subject to the exercise of the Over-Allotment Option has been made to and received by the Lenders.

9.5 The Lenders shall be entitled to terminate the Loan and to call for the re-delivery of all or any Equivalent Securities at any time by giving seven (7) days’ notice to the Borrower at any time during the period of the Loan in accordance with Clause 11 below. Without prejudice to the Lenders’ rights under this clause 9.5, the Lenders have no current intention to exercise such rights.

10. EVENTS OF DEFAULT

10.1 Each of the following events shall constitute an Event of Default under this Agreement:

(a) in relation to the Borrower only, if Equivalent Securities are not delivered to the Lenders in accordance with this Agreement upon Termination;

(b) in relation to the Borrower only, if the Borrower fails to make payment of Income in accordance with Clause 6.2 and such failure is not cured within five (5) Business Days of notice in writing of such failure by the Lenders to the Borrower;

(c) if the Borrower ceases or threatens to cease carrying on its core business prior to the re-delivery of the Equivalent Securities;

(d) if any of the Borrower and (where applicable) the Lenders makes a general assignment for the benefit of its creditors, or admits in writing its inability to pay its debts as they become due and payable, or files a petition in bankruptcy or is adjudicated bankrupt or insolvent, or files a petition seeking reorganisation,

9

liquidation, dissolution, administration or similar relief under any present or future statute, law or regulation, or seeks consent to or acquiesces in the appointment of any trustee, receiver, liquidator, judicial manager or other similar officer of it or over any material part of its properties;

(e) if any petition is filed against any of the Borrower and (where applicable) the Lenders (other than by the other party to this Agreement in respect of the obligations under this Agreement) in any court or before any agency alleging the bankruptcy or insolvency of such party or seeking any reorganisation, arrangement, composition, re-adjustment, liquidation, dissolution, administration or similar relief under any present or future statute, law or regulation, or the appointment of a receiver, liquidator, trustee, judicial manager or other similar officer of it or over all or any material part of such party’s property, and such petition or appointment is not vacated or stayed within 30 days;

(f) in relation to the Borrower only, if the Borrower is suspended or expelled from membership or participation in any securities exchange, clearing house or association or other self-regulatory organisation in Singapore or if it is suspended from dealing in securities by any governmental agency in Singapore in each case which in the reasonable opinion of the Lenders (acting jointly) materially and adversely affects the Borrower’s ability to perform its obligations under this Agreement;

(g) if any representation or warranty given or made or deemed to be made by either the Borrower or the Lenders in this Agreement is or proves to have been untrue or inaccurate in any material respect; or

(h) if the Underwriting Agreement is terminated,

provided that in respect of an event mentioned in Clauses 10.1(a), 10.1(b), 10.1(c), 10.1(d), 10.1(e) and 10.1(f) above in relation to a party, the non-defaulting party has served written notice on such defaulting party stating that such event shall be treated as an Event of Default for the purposes of this Agreement and such default is not cured within three (3) Business Days after the date of the notice.

10.2 If an Event of Default occurs in respect of any Lender, the relevant Lender shall give notice in writing of the occurrence of the Event of Default to the Borrower and the other Lender forthwith and, if a Loan has been made pursuant to this Agreement, the Borrower (or its designated affiliate) shall have the option to:

(a) re-deliver all Equivalent Securities;

(b) deliver securities of equivalent value;

(c) deliver cash of equivalent value; or

(d) any combination of (b) and (c),

to the Lenders in equal proportions either within five (5) Business Days of receipt of such notice in writing or not later than the date falling five (5) Business Days after the Termination Date, whichever is earlier, following which the Loan shall be terminated.

10.3 If an Event of Default occurs in respect of the Borrower, the Borrower shall give notice in writing of the occurrence of the Event of Default to the Lenders forthwith, and, if a Loan has

10

been made pursuant to this Agreement, the Borrower (or its designated affiliate) shall have the option to:

(a) re-deliver all Equivalent Securities;

(b) delivery securities of equivalent value;

(c) deliver cash of equivalent value; or

(d) any combination of (b) and (c),

to the Lenders in equal proportions either within five (5) Business Days of receipt of such notice in writing or not later than the date falling five (5) Business Days after the Termination Date, whichever is earlier, following which the Loan shall be terminated.

If the Borrower (or its designated affiliate) fails to do so, the Borrower shall pay each Lender damages equal to Market Value of the whole or such portion of its Equivalent Securities (as the case may be) on the date such Event of Default occurs. Insofar as may be applicable, an Event of Default is deemed to occur on the date where the notice expires, if a notice is served, or else it is the specified termination date of the Loan.

10.4 If the Underwriting Agreement is terminated as specified in Clause 10.1(h) above, and a Loan has been made pursuant to this Agreement, the Borrower (or its designated affiliate) shall have the option to:

(a) re-deliver all Equivalent Securities;

(b) delivery securities of equivalent value;

(c) deliver cash of equivalent value; or

(d) any combination of (b) and (c),

to the Lenders in equal proportions either within five (5) Business Days of receipt of such notice in writing or not later than the date falling five (5) Business Days after the Termination Date, whichever is earlier, following which the Loan shall be terminated.

11. NOTICE

Notice shall be in writing and all notices pursuant hereto shall be sufficient if delivered by registered or certified post or by facsimile or by hand or by electronic mail to the relevant party at the following addresses:

If to the Borrower, to it at:

Merrill Lynch (Singapore) Pte. Ltd.

50 Collyer Quay

#14-01, OUE Bayfront

Singapore 049321

Tel:             +65 6678 0257 / +65 6678 0157

Fax:            +65 6678 0130

Email:         martin.siah@baml.com / antonio.puno@baml.com

Attention:   Mr Martin Siah / Mr Antonio Puno

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If to KBS SORP, to it at:

KBS SOR PROPERTIES LLC

800 Newport Center Dr., Suite 700

Newport Beach, CA 92660

Tel:             +1 949-417-6500

Fax:            +1 949-417-6501

Email:         jwaldvogel@kbs.com

Attention:   Jeff Waldvogel

If to KCI, to it at:

KEPPEL CAPITAL INVESTMENT HOLDINGS PTE. LTD.

1 Habourfront Avenue

#18-01, Keppel Bay Tower

Singapore 098632

Tel:             6803 1818

Fax:            6803 1717

Email:         paul.tham@kepcapital.com / lenghui.kang@kepcapital.com

Attention:   Paul Tham / Kang Leng Hui

or to such other address as such party may from time to time provide to the other parties by notice.

12. MISCELLANEOUS

12.1 This Agreement shall not be assignable by any party without the prior written consent of the other parties and shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns, provided that the Borrower may assign or delegate its rights and obligations under this Agreement to its affiliates or persons acting on its behalf.

12.2 This Agreement shall not be amended or cancelled (subject only to fulfilment of any obligations then outstanding) except by notice in writing signed by each of the parties.

12.3 If any provision of this Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect. This Agreement shall, however, thereafter be amended by the parties in such reasonable manner so as to achieve, without illegality, the intention of the parties with respect to that severed provision.

12.4 Time shall be of the essence of this Agreement.

12.5 The parties shall execute and do, and procure that all other necessary persons or companies (if any) execute and do, all such further deeds, assurances, acts and things as may be reasonably required do that full effect may be given to this Agreement.

12.6 The Borrower’s right to borrow any Units and the Lenders’ obligations to lend any Units under this Agreement shall expire on the Termination Date and such expiry shall be without prejudice to other rights and obligations of the Borrower and the Lenders hereunder.

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12.7 The Borrower shall have the right to set-off any duties, costs and expenses reasonably incurred under this Agreement, by giving written notice thereof to the Lenders. Save as aforesaid, under no circumstances shall any party to this Agreement have a right to set-off against the other party under this Agreement.

12.8 No announcements concerning this Agreement or any ancillary matter shall be made at any time by either party (other than as required by law, regulation or the SGX-ST) without the prior approval of the other party.

13. REMEDIES

13.1 No delay or omission on the Lenders’ or the Borrower’s part in exercising any right, power, privilege or remedy hereunder shall impair such right, power, privilege or remedy or be construed as a waiver thereof nor shall any single or partial exercise of any such right, power, privilege or remedy preclude any further exercise thereof or the exercise of any other right, power, privilege or remedy.

13.2 The rights, powers, privileges and remedies herein provided are cumulative and not exclusive of any rights, powers, privileges or remedies provided by law. All remedies hereunder shall survive the termination of all of the Loans, re-delivery of Equivalent Securities and termination of this Agreement.

14. RIGHTS OF THIRD PARTIES

A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B to enforce any of its terms but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

15. COUNTERPARTS

This Agreement may be entered into in any number of counterparts and by the parties on separate counterparts, each of which when so executed and delivered shall be deemed an original, and all the counterparts shall together constitute one and the same instrument.

16. GOVERNING LAW AND JURISDICTION

16.1 This Agreement is governed by, and shall be construed in accordance with, Singapore law.

16.2 The parties agree that the courts of Singapore are to have non-exclusive jurisdiction to settle any dispute (including claims for set-off and counter claims) which may arise in connection with the creation, validity, effect, interpretation, or performance of, or of legal relationships established by, this Agreement or otherwise arising in connection with this Agreement and for such purposes irrevocably submit to the non-exclusive jurisdiction of the Singapore courts. All parties hereto irrevocably waive any objections to the non-exclusive jurisdiction of the Singapore courts.

16.3 The parties irrevocably agree that a judgment order of the Singapore courts in connection with this Agreement is to be conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

16.4 Without preventing any other method of service, any document in a court action may be served on a party by being delivered to or left at that party’s address for service of notices under Clause 11.

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16.5 KBS SORP hereby irrevocably appoints Keppel Capital Investment Holdings Pte. Ltd. of 1 Harbourfront Avenue, #18-01, Keppel Bay Tower, Singapore 098632 as agent to accept service of process in Singapore in any legal action or proceedings arising out of this Agreement, service upon whom will be deemed completed whether or not forwarded to or received by KBS SORP. KBS SORP will inform the Borrower, in writing, of any change in the address of the process agent of KBS SORP and such change in address will not be effective until such notice is received by the Borrower. Such service will be deemed to be completed on delivery to the process agent (whether or not it is forwarded to and received by KBS SORP). If such process agent ceases to be able to act as such or to have an address in Singapore, KBS SORP irrevocably agrees to immediately appoint a new process agent in Singapore acceptable to the Borrower and to deliver to the Borrower within 14 days a copy of a written acceptance of appointment by the process agent. Nothing in this Clause 16.4 will affect the right of the parties hereto to serve process in any other manner permitted by law.

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SCHEDULE 1

FORM OF BORROWING REQUEST

[Letterhead of Borrower]

To: Keppel Capital Investment Holdings Pte. Ltd.

1 Harbourfront Avenue

#18-01, Keppel Bay Tower

Singapore 098632

KBS SOR Properties LLC

800 Newport Center Drive, Suite 700

Newport Beach, CA 92660

[Date]

Dear Sirs

KEPPEL-KBS US REIT – BORROWING REQUEST

We refer to the Unit Lending Agreement dated 2 November 2017 (the Agreement) entered into between Merrill Lynch (Singapore) Pte. Ltd. (the Borrower), Keppel Capital Investment Holdings Pte. Ltd. (KCI) and KBS SOR Properties LLC (KBS SORP, and together with KCI, the Lenders). The definitions contained in the Agreement are hereby adopted in this notice.

Pursuant to Clause 2.1 of the Agreement, we, the Borrower, hereby request to borrow 15,714,100 Units from each of KCI and KBS SORP.

Settlement Date: Such Units shall be delivered at 11.30 a.m. on 9 November 2017.

You shall deliver the Units requested pursuant to this notice in accordance with Clause 3 of the Agreement, to the following CDP account:

Name of Depository Agent (“DA”)	Name of Beneficiary (including 12-Digit - DA No.)	Depository Agent No.
[●]	[●]	[●]

This notice shall be governed by, and construed in accordance, with Singapore law.

Yours faithfully,

For and on behalf of

Merrill Lynch (Singapore) Pte. Ltd.

[name]

[designation]

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SIGNATORIES

IN WITNESS WHEREOF this Agreement has been entered into on the day and year above written.

SIGNED by PAUL THAM	)	/s/ PAUL THAM
	)
for and on behalf of	)
KEPPEL CAPITAL INVESTMENT	)
HOLDINGS PTE. LTD.	)

Unit Lending Agreement

SIGNED by /s/ Jeff Waldvogel	)
Jeff Waldvogel	)
for and on behalf of	)
KBS SOR PROPERTIES, LLC	)

Unit Lending Agreement

SIGNED by

/s/ Siah Geok Wah

Siah Geok Wah

Managing Director

for and on behalf of

MERRILL LYNCH (SINGAPORE) PTE. LTD.

EX-10.21

Exhibit 10.21

Strategic Opportunity REIT

LOCK-UP LETTER

2 November 2017

DBS Bank Ltd. (DBS)

12 Marina Boulevard

Marina Bay Financial Centre Tower 3

Singapore 018982

Merrill Lynch (Singapore) Pte. Ltd. (BAML)

50 Collyer Quay

#14-01, OUE Bayfront

Singapore 049321

Citigroup Global Markets Singapore Pte Ltd (Citi)

8 Marina View

#21-00 Asia Square Tower 1

Singapore 018960

Credit Suisse (Singapore) Limited (CS)

One Raffles Link

#03/#04-01 South Lobby

Singapore 039393

(DBS, BAML, Citi, and CS, the Joint Bookrunners and Underwriters)

Dear Sirs:

Keppel-KBS US REIT (“KORE”)

Offering of Units (as defined below) in the initial public offering by KORE (the Offering)

1. KBS Strategic Opportunity REIT, Inc. (KBS SOR) represents and warrants that 100% of the total number of issued shares of KBS SOR Properties, LLC (KBS Properties) are indirectly owned by KBS SOR through its ownership of 100% of the interest in KBS Strategic Opportunity Limited Partnership, a wholly-owned subsidiary of KBS SOR, which in turn owns 100% of the total number of issued shares of KBS SOR (BVI) Holdings, Ltd., which in turn owns 100% of the total number of issued shares of KBS Properties.

2. KBS SOR wishes to restrict its right to deal in the units in KORE (Units) in which it legally and/or beneficially, directly and/or indirectly, owns or will own as of the date hereof and on the Listing Date (as defined below) (the Lock-up Units), in accordance with the terms of this undertaking.

3. In consideration of the Joint Bookrunners and Underwriters executing the underwriting agreement dated 2 November 2017 between the Joint Bookrunners and Underwriters, Keppel-KBS US REIT Management Pte. Ltd., as manager of KORE, KBS Pacific Advisors Pte. Ltd., Keppel Capital Holdings Pte. Ltd., GKP Holding LLC, KBS Properties

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and Keppel Capital Investment Holdings Pte. Ltd. in connection with the Offering, KBS SOR undertakes to the Joint Bookrunners and Underwriters that it will not, subject to the exceptions set out in paragraph 5 below, during the period commencing from the date hereof until the date falling 6 months after the date of admission of KORE to the Official List of the SGX-ST (the Listing Date) (both dates inclusive) (the First Lock-up Period), directly or indirectly:

(a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, hypothecate, grant security over, encumber or otherwise dispose of or transfer, any or all of its effective interest in the Lock-up Units (including any interests or securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(b) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(c) enter into any transaction (including a derivative transaction) or other arrangement with a similar economic effect to the foregoing sub-paragraph (a) or (b);

(d) deposit any of its effective interest in the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units) in any depository receipt facility;

(e) enter into a transaction which is designed or which may reasonably be expected to result in any of the above; or

(f) publicly announce any intention to do any of the above,

whether any such transaction described in sub-paragraphs (a) to (e) above is to be settled by delivery of such capital or securities, in cash or otherwise (whether or not such transaction will be completed within or after the First Lock-up Period or the Second Lock-up Period (as defined below) as applicable).

4. KBS SOR further undertakes to the Joint Bookrunners and Underwriters that the restrictions in paragraph 3 above will apply in respect of its effective interest in 50.0% of the Lock-up Units (adjusted for any bonus issue or subdivision) during the period commencing from the day immediately following the First Lock-up Period until the date falling 12 months after the Listing Date (the Second Lock-up Period).

5. The restrictions in paragraphs 3 and 4 above do not apply to prohibit:

(a) KBS SOR from being able to create a charge over the Lock-up Units or otherwise grant of security over or creation of any encumbrance over the Lock-up Units, provided that such charge, security or encumbrance (i) cannot be enforced over any Lock-up Units during the First Lock-up Period, and (ii) can only be enforced with respect to 50.0% of the effective interest in the Lock-up Units during the

2

Second Lock-up Period. The charge, security or encumbrance will only be created if the chargee (such as a bank or financial institution) agrees that the charge, security or encumbrance over the Lock-up Units cannot be enforced over 100.0% of the Lock-up Units during the First Lock-up Period and can only be enforced in relation to 50.0% of the effective interest in the Lock-up Units during the Second Lock-up Period;

(c) KBS Properties from entering into the Unit Lending Agreement with the Joint Bookrunners and Underwriters or any sale or transfer of the Lock-up Units by KBS Properties pursuant to the exercise of the Over-Allotment Option, provided that the restrictions in paragraphs 3 and 4 above will apply to the Units returned to KBS Properties pursuant to the Unit Lending Agreement; and

(c) KBS SOR from being able to transfer the Lock-up Units to and between any direct or indirect wholly-owned subsidiaries of KBS SOR, provided that KBS SOR shall, during the First Lock-up Period, maintain a direct or indirect interest in 100.0% of the Lock-up Units and, during the Second Lock-up Period, maintain a direct or indirect interest in 50.0% of the Lock-up Units and KBS SOR has procured that such transferee subsidiaries have executed and delivered to the Joint Bookrunners and Underwriters undertakings to the effect that such transferee subsidiaries will comply with the restrictions in paragraphs 3 and 4 above so as to enable KBS SOR to comply with the foregoing restrictions for the unexpired period of the First Lock-up Period and the Second Lock-up Period.

6. If, for any reason, the Listing Date does not take place within six months of the date of the prospectus of KORE dated 2 November 2017 (the Prospectus), this undertaking shall be terminated.

7. This undertaking and all matters arising from or connected with it are governed by, and shall be construed in accordance with, Singapore law. The courts of Singapore are to have jurisdiction to settle any disputes which may arise out of or in connection with this undertaking and accordingly any legal action or proceedings arising out of or in connection with this undertaking (Proceedings) may be brought in such courts. KBS SOR irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Joint Bookrunners and Underwriters and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction. The taking of Proceedings in any other court of competent jurisdiction, or the taking of Proceedings in one or more jurisdictions, by any of the Joint Bookrunners and Underwriters shall not preclude the taking of Proceedings, by any of the Joint Bookrunners and Underwriters in any other jurisdiction (whether concurrently or not).

8. KBS SOR hereby irrevocably appoints KBS Pacific Advisors Pte. Ltd. of 60 Paya Lebar Road, #11-06, Paya Lebar Square, Singapore 409051 as agent to accept service of process in Singapore in any legal action or proceedings arising out of this undertaking, service upon whom will be deemed completed whether or not forwarded to or received by KBS SOR. KBS SOR will inform the Joint Bookrunners and Underwriters, in writing, of any change in the address of the process agent of KBS SOR and such change in address will not be effective until such notice is received by the Joint Bookrunners and Underwriters. Such service will be deemed to be completed on delivery to the process agent (whether or not it is forwarded to and received by KBS SOR). If such process agent ceases to be able to act as such or to have an address in Singapore, KBS SOR

3

irrevocably agrees to immediately appoint a new process agent in Singapore acceptable to the Joint Bookrunners and Underwriters and to deliver to the Joint Bookrunners and Underwriters within 14 days a copy of a written acceptance of appointment by the process agent. Nothing in this undertaking will affect the right to serve process in any other manner permitted by law.

9. This undertaking is given in favour of the Joint Bookrunners and Underwriters severally, and accordingly, may be enforced by any of the Joint Bookrunners and Underwriters without having to join the other party to such enforcement proceedings. Without prejudice to any other rights or remedies which the Joint Bookrunners and Underwriters may have, we acknowledge and agree that damages may not be an adequate remedy for any breach of this undertaking and the Joint Bookrunners and Underwriters shall be entitled to seek remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this undertaking.

10. A person who is not a party to this undertaking shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of this undertaking.

11. This undertaking may be executed in any number of counterparts each of which when executed and delivered (whether in original or facsimile) shall be an original, but all the counterparts together shall constitute one and the same instrument.

12. Capitalized terms used but not otherwise defined herein shall have the meaning given to those terms in the Prospectus.

4

For and behalf of

KBS STRATEGIC OPPORTUNITY REIT, INC.

/s/ Jeffrey K. Waldvogel

Name: Jeffrey K. Waldvogel

Title: Chief Financial Officer

Keppel-KBS US REIT – Lock-up (KBS SOR)

Acknowledged and accepted:

For and on behalf of

DBS Bank Ltd.

/s/ Tan Jeh Wuan

Name: Tan Jeh Wuan

Title: Managing Director and Head,

         Capital Markets-Singapore

Keppel-KBS US REIT – Lock-up (KBS SOR)

For and on behalf of

Merrill Lynch (Singapore) Pte. Ltd.

/s/ Siah Geok Wah

Name: Siah Geok Wah

Title: Managing Director

Keppel-KBS US REIT – Lock-up (KBS SOR)

For and on behalf of

Citigroup Global Markets Singapore Pte Ltd

/s/ Jonathan Quek

Name: Jonathan Quek

Title: Managing Director

Keppel-KBS US REIT – Lock-up (KBS SOR)

For and on behalf of

Credit Suisse (Singapore) Limited

/s/ Felicity Chan

Name: Felicity Chan

Title:    Director

/s/ Adrian Yeo

Name: Adrian Yeo

Title:    Director

            General Counsel Division

Keppel-KBS US REIT – Lock-up (KBS SOR)

EX-10.22

Exhibit 10.22

Strategic Opportunity REIT

LOCK-UP LETTER

2 November 2017

DBS Bank Ltd. (DBS)

12 Marina Boulevard Level 46

DBS Asia Central @ Marina Bay Financial Centre

Singapore 018982

Merrill Lynch (Singapore) Pte. Ltd. (BAML)

50 Collyer Quay

#14-01, OUE Bayfront

Singapore 049321

Citigroup Global Markets Singapore Pte Ltd (Citi)

8 Marina View

#21-00 Asia Square Tower 1

Singapore 018960

Credit Suisse (Singapore) Limited (CS)

One Raffles Link

#03/#04-01 South Lobby

Singapore 039393

(DBS, BAML, Citi, and CS, the Joint Bookrunners and Underwriters)

Dear Sirs:

Keppel-KBS US REIT (KORE)

Offering of Units (as defined below) in the initial public offering by KORE (the Offering)

1. KBS SOR (BVI) Holdings, Ltd. (KBS BVI) represents and warrants that 100% of the total number of issued shares of KBS SOR Properties, LLC (KBS Properties) are owned by KBS BVI.

2. KBS BVI wishes to restrict its right to deal in the units in KORE (Units) in which it legally and/or beneficially, directly and/or indirectly, owns or will own as of the date hereof and on the Listing Date (as defined below) (the Lock-up Units), in accordance with the terms of this undertaking.

3. In consideration of the Joint Bookrunners and Underwriters executing the underwriting agreement dated 2 November 2017 between the Joint Bookrunners and Underwriters, Keppel-KBS US REIT Management Pte. Ltd., as manager of KORE, KBS Pacific Advisors Pte. Ltd., Keppel Capital Holdings Pte. Ltd., GKP Holding LLC, KBS Properties and Keppel Capital Investment Holdings Pte. Ltd. in connection with the Offering, KBS BVI undertakes to the Joint Bookrunners and Underwriters that it will not, subject to the exceptions set out in paragraph 5 below, during the period commencing from the date hereof until the date falling 6 months after the date of admission of KORE to the Official List of the SGX-ST (the Listing Date) (both dates inclusive) (the First Lock-up Period), directly or indirectly:

1

(a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, hypothecate, grant security over, encumber or otherwise dispose of or transfer, any or all of its effective interest in the Lock-up Units (including any interests or securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(b) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(c) enter into any transaction (including a derivative transaction) or other arrangement with a similar economic effect to the foregoing sub-paragraph (a) or (b);

(d) deposit any of its effective interest in the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units) in any depository receipt facility;

(e) enter into a transaction which is designed or which may reasonably be expected to result in any of the above; or

(f) publicly announce any intention to do any of the above,

whether any such transaction described in sub-paragraphs (a) to (e) above is to be settled by delivery of such capital or securities, in cash or otherwise (whether or not such transaction will be completed within or after the First Lock-up Period or the Second Lock-up Period (as defined below) as applicable).

4. KBS BVI further undertakes to the Joint Bookrunners and Underwriters that the restrictions in paragraph 3 above will apply in respect of its effective interest in 50.0% of the Lock-up Units (adjusted for any bonus issue or subdivision) during the period commencing from the day immediately following the First Lock-up Period until the date falling 12 months after the Listing Date (the Second Lock-up Period).

5. The restrictions in paragraphs 3 and 4 above do not apply to prohibit:

(a) KBS BVI from being able to create a charge over the Lock-up Units or otherwise grant of security over or creation of any encumbrance over the Lock-up Units, provided that such charge, security or encumbrance (i) cannot be enforced over any Lock-up Units during the First Lock-up Period, and (ii) can only be enforced with respect to 50.0% of the effective interest in the Lock-up Units during the Second Lock-up Period. The charge, security or encumbrance will only be created if the chargee (such as a bank or financial institution) agrees that the charge, security or encumbrance over the Lock-up Units cannot be enforced over 100.0% of the Lock-up Units during the First Lock-up Period and can only be enforced in relation to 50.0% of the effective interest in the Lock-up Units during the Second Lock-up Period;

2

(b) KBS Properties from entering into the Unit Lending Agreement with the Joint Bookrunners and Underwriters or any sale or transfer of the Lock-up Units by KBS Properties pursuant to the exercise of the Over-Allotment Option, provided that the restrictions in paragraphs 3 and 4 above will apply to the Units returned to KBS Properties pursuant to the Unit Lending Agreement; and

(c) KBS BVI from being able to transfer the Lock-up Units to and between any direct or indirect wholly-owned subsidiaries of KBS SOR, provided that KBS SOR shall, during the First Lock-up Period, maintain a direct or indirect interest in 100.0% of the Lock-up Units and, during the Second Lock-up Period, maintain a direct or indirect interest in 50.0% of the Lock-up Units and KBS SOR has procured that such transferee subsidiaries have executed and delivered to the Joint Bookrunners and Underwriters undertakings to the effect that such transferee subsidiaries will comply with the restrictions in paragraphs 3 and 4 above so as to enable KBS BVI to comply with the foregoing restrictions for the unexpired period of the First Lock-up Period and the Second Lock-up Period.

6. If, for any reason, the Listing Date does not take place within six months of the date of the prospectus of KORE dated 2 November 2017 (the Prospectus), this undertaking shall be terminated.

7. This undertaking and all matters arising from or connected with it are governed by, and shall be construed in accordance with, Singapore law. The courts of Singapore are to have jurisdiction to settle any disputes which may arise out of or in connection with this undertaking and accordingly any legal action or proceedings arising out of or in connection with this undertaking (Proceedings) may be brought in such courts. KBS BVI irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Joint Bookrunners and Underwriters and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction. The taking of Proceedings in any other court of competent jurisdiction, or the taking of Proceedings in one or more jurisdictions, by any of the Joint Bookrunners and Underwriters shall not preclude the taking of Proceedings, by any of the Joint Bookrunners and Underwriters in any other jurisdiction (whether concurrently or not).

8. KBS BVI hereby irrevocably appoints KBS Pacific Advisors Pte. Ltd. of 60 Paya Lebar Road, #11-06, Paya Lebar Square, Singapore 409051 as agent to accept service of process in Singapore in any legal action or proceedings arising out of this undertaking, service upon whom will be deemed completed whether or not forwarded to or received by KBS BVI. KBS BVI will inform the Joint Bookrunners and Underwriters, in writing, of any change in the address of the process agent of KBS BVI and such change in address will not be effective until such notice is received by the Joint Bookrunners and Underwriters. Such service will be deemed to be completed on delivery to the process agent (whether or not it is forwarded to and received by KBS BVI). If such process agent ceases to be able to act as such or to have an address in Singapore, KBS BVI irrevocably agrees to immediately appoint a new process agent in Singapore acceptable to the Joint Bookrunners and Underwriters and to deliver to the Joint Bookrunners and Underwriters within 14 days a copy of a written acceptance of appointment by the process agent. Nothing in this undertaking will affect the right to serve process in any other manner permitted by law.

3

9. This undertaking is given in favour of the Joint Bookrunners and Underwriters severally, and accordingly, may be enforced by any of the Joint Bookrunners and Underwriters without having to join the other party to such enforcement proceedings. Without prejudice to any other rights or remedies which the Joint Bookrunners and Underwriters may have, we acknowledge and agree that damages may not be an adequate remedy for any breach of this undertaking and the Joint Bookrunners and Underwriters shall be entitled to seek remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this undertaking.

10. A person who is not a party to this undertaking shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of this undertaking.

11. This undertaking may be executed in any number of counterparts each of which when executed and delivered (whether in original or facsimile) shall be an original, but all the counterparts together shall constitute one and the same instrument.

12. Capitalized terms used but not otherwise defined herein shall have the meaning given to those terms in the Prospectus.

4

For and behalf of

KBS SOR (BVI) HOLDINGS, LTD.

/s/ Jeffrey K. Waldvogel

Name: Jeffrey K. Waldvogel

Title: Chief Financial Officer

Keppel-KBS US REIT – Lock-up (KBS BVI)

Acknowledged and accepted:

For and on behalf of

DBS Bank Ltd.

/s/ Tan Jeh Wuan

Name: Tan Jeh Wuan

Title: Managing Director and Head,

         Capital Markets-Singapore

Keppel-KBS US REIT – Lock-up (KBS BVI)

For and on behalf of

Merrill Lynch (Singapore) Pte. Ltd.

/s/ Siah Geok Wah

Name: Siah Geok Wah

Title: Managing Director

Keppel-KBS US REIT – Lock-up (KBS BVI)

For and on behalf of

Citigroup Global Markets Singapore Pte Ltd

/s/ Jonathan Quek

Name: Jonathan Quek

Title: Managing Director

Keppel-KBS US REIT – Lock-up (KBS BVI)

For and on behalf of

Credit Suisse (Singapore) Limited

/s/ Felicity Chan

Name: Felicity Chan

Title:    Director

/s/ Adrian Yeo

Name: Adrian Yeo

Title:    Director

            General Counsel Division

Keppel-KBS US REIT – Lock-up (KBS BVI)

EX-10.23

Exhibit 10.23

Strategic Opportunity REIT

LOCK-UP LETTER

2 November 2017

DBS Bank Ltd. (DBS)

12 Marina Boulevard

Marina Bay Financial Centre Tower 3

Singapore 018982

Merrill Lynch (Singapore) Pte. Ltd. (BAML)

50 Collyer Quay

#14-01, OUE Bayfront

Singapore 049321

Citigroup Global Markets Singapore Pte Ltd (Citi)

8 Marina View

#21-00 Asia Square Tower 1

Singapore 018960

Credit Suisse (Singapore) Limited (CS)

One Raffles Link

#03/#04-01 South Lobby

Singapore 039393

(DBS, BAML, Citi, and CS, the Joint Bookrunners and Underwriters)

Dear Sirs:

Keppel-KBS US REIT (“KORE”)

Offering of Units (as defined below) in the initial public offering by KORE (the Offering)

1. KBS Strategic Opportunity Limited Partnership (KBS SOLP) represents and warrants that 100% of the total number of issued shares of KBS SOR Properties, LLC (KBS Properties) are indirectly owned by KBS SOLP through its ownership of 100% of the total number of issued shares of KBS SOR (BVI) Holdings, Ltd., which in turn owns 100% of the total number of issued shares of KBS Properties.

2. KBS SOLP wishes to restrict its right to deal in the units in KORE (Units) in which it legally and/or beneficially, directly and/or indirectly, owns or will own as of the date hereof and on the Listing Date (as defined below) (the Lock-up Units), in accordance with the terms of this undertaking.

3. In consideration of the Joint Bookrunners and Underwriters executing the underwriting agreement dated 2 November 2017 between the Joint Bookrunners and Underwriters, Keppel-KBS US REIT Management Pte. Ltd., as manager of KORE, KBS Pacific Advisors Pte. Ltd., Keppel Capital Holdings Pte. Ltd., GKP Holding LLC, KBS Properties and Keppel Capital Investment Holdings Pte. Ltd. in connection with the Offering, KBS SOLP undertakes to the Joint Bookrunners and Underwriters that it will not, subject to

1

the exceptions set out in paragraph 5 below, during the period commencing from the date hereof until the date falling 6 months after the date of admission of KORE to the Official List of the SGX-ST (the Listing Date) (both dates inclusive) (the First Lock-up Period), directly or indirectly:

(a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, hypothecate, grant security over, encumber or otherwise dispose of or transfer, any or all of its effective interest in the Lock-up Units (including any interests or securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(b) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(c) enter into any transaction (including a derivative transaction) or other arrangement with a similar economic effect to the foregoing sub-paragraph (a) or (b);

(d) deposit any of its effective interest in the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units) in any depository receipt facility;

(e) enter into a transaction which is designed or which may reasonably be expected to result in any of the above; or

(f) publicly announce any intention to do any of the above,

whether any such transaction described in sub-paragraphs (a) to (e) above is to be settled by delivery of such capital or securities, in cash or otherwise (whether or not such transaction will be completed within or after the First Lock-up Period or the Second Lock-up Period (as defined below) as applicable).

4. KBS SOLP further undertakes to the Joint Bookrunners and Underwriters that the restrictions in paragraph 3 above will apply in respect of its effective interest in 50.0% of the Lock-up Units (adjusted for any bonus issue or subdivision) during the period commencing from the day immediately following the First Lock-up Period until the date falling 12 months after the Listing Date (the Second Lock-up Period).

5. The restrictions in paragraphs 3 and 4 above do not apply to prohibit:

(a) KBS SOLP from being able to create a charge over the Lock-up Units or otherwise grant of security over or creation of any encumbrance over the Lock-up Units, provided that such charge, security or encumbrance (i) cannot be enforced over any Lock-up Units during the First Lock-up Period, and (ii) can only be enforced with respect to 50.0% of the effective interest in the Lock-up Units during the Second Lock-up Period. The charge, security or encumbrance will only be created if the

2

chargee (such as a bank or financial institution) agrees that the charge, security or encumbrance over the Lock-up Units cannot be enforced over 100.0% of the Lock-up Units during the First Lock-up Period and can only be enforced in relation to 50.0% of the effective interest in the Lock-up Units during the Second Lock-up Period;

(b) KBS Properties from entering into the Unit Lending Agreement with the Joint Bookrunners and Underwriters or any sale or transfer of the Lock-up Units by KBS Properties pursuant to the exercise of the Over-Allotment Option, provided that the restrictions in paragraphs 3 and 4 above will apply to the Units returned to KBS Properties pursuant to the Unit Lending Agreement; and

(c) KBS SOLP from being able to transfer the Lock-up Units to and between any direct or indirect wholly-owned subsidiaries of KBS SOR, provided that KBS SOR shall, during the First Lock-up Period, maintain a direct or indirect interest in 100.0% of the Lock-up Units and, during the Second Lock-up Period, maintain a direct or indirect interest in 50.0% of the Lock-up Units and KBS SOR has procured that such transferee subsidiaries have executed and delivered to the Joint Bookrunners and Underwriters undertakings to the effect that such transferee subsidiaries will comply with the restrictions in paragraphs 3 and 4 above so as to enable KBS SOLP to comply with the foregoing restrictions for the unexpired period of the First Lock-up Period and the Second Lock-up Period.

6. If, for any reason, the Listing Date does not take place within six months of the date of the prospectus of KORE dated 2 November 2017 (the Prospectus), this undertaking shall be terminated.

7. This undertaking and all matters arising from or connected with it are governed by, and shall be construed in accordance with, Singapore law. The courts of Singapore are to have jurisdiction to settle any disputes which may arise out of or in connection with this undertaking and accordingly any legal action or proceedings arising out of or in connection with this undertaking (Proceedings) may be brought in such courts. KBS SOLP irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Joint Bookrunners and Underwriters and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction. The taking of Proceedings in any other court of competent jurisdiction, or the taking of Proceedings in one or more jurisdictions, by any of the Joint Bookrunners and Underwriters shall not preclude the taking of Proceedings, by any of the Joint Bookrunners and Underwriters in any other jurisdiction (whether concurrently or not).

8. KBS SOLP hereby irrevocably appoints KBS Pacific Advisors Pte. Ltd. of 60 Paya Lebar Road, #11-06, Paya Lebar Square, Singapore 409051 as agent to accept service of process in Singapore in any legal action or proceedings arising out of this undertaking, service upon whom will be deemed completed whether or not forwarded to or received by KBS SOLP. KBS SOLP will inform the Joint Bookrunners and Underwriters, in writing, of any change in the address of the process agent of KBS SOLP and such change in address will not be effective until such notice is received by the Joint Bookrunners and Underwriters. Such service will be deemed to be completed on delivery to the process agent (whether or not it is forwarded to and received by KBS SOLP). If such process agent ceases to be able to act as such or to have an address in Singapore, KBS SOLP irrevocably agrees to immediately appoint a new process agent in Singapore acceptable to the Joint Bookrunners and Underwriters and to deliver to the Joint Bookrunners and

3

Underwriters within 14 days a copy of a written acceptance of appointment by the process agent. Nothing in this undertaking will affect the right to serve process in any other manner permitted by law.

9. This undertaking is given in favour of the Joint Bookrunners and Underwriters severally, and accordingly, may be enforced by any of the Joint Bookrunners and Underwriters without having to join the other party to such enforcement proceedings. Without prejudice to any other rights or remedies which the Joint Bookrunners and Underwriters may have, we acknowledge and agree that damages may not be an adequate remedy for any breach of this undertaking and the Joint Bookrunners and Underwriters shall be entitled to seek remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this undertaking.

10. A person who is not a party to this undertaking shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of this undertaking.

11. This undertaking may be executed in any number of counterparts each of which when executed and delivered (whether in original or facsimile) shall be an original, but all the counterparts together shall constitute one and the same instrument.

12. Capitalized terms used but not otherwise defined herein shall have the meaning given to those terms in the Prospectus.

4

For and behalf of

KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP

/s/ Jeffrey K. Waldvogel

Name: Jeffrey K. Waldvogel

Title: Chief Financial Officer

Keppel-KBS US REIT – Lock-up (KBS SOLP)

Acknowledged and accepted:

For and on behalf of

DBS Bank Ltd.

/s/ Tan Jeh Wuan

Name: Tan Jeh Wuan

Title: Managing Director and Head,

         Capital Markets-Singapore

Keppel-KBS US REIT – Lock-up (KBS SOLP)

For and on behalf of

Merrill Lynch (Singapore) Pte. Ltd.

/s/ Siah Geok Wah

Name: Siah Geok Wah

Title: Managing Director

Keppel-KBS US REIT – Lock-up (KBS SOLP)

For and on behalf of

Citigroup Global Markets Singapore Pte Ltd

/s/ Jonathan Quek

Name: Jonathan Quek

Title: Managing Director

Keppel-KBS US REIT – Lock-up (KBS SOLP)

For and on behalf of

Credit Suisse (Singapore) Limited

/s/ Felicity Chan

Name: Felicity Chan

Title:    Director

/s/ Adrian Yeo

Name: Adrian Yeo

Title:    Director

            General Counsel Division

Keppel-KBS US REIT – Lock-up (KBS SOLP)

EX-10.24

Exhibit 10.24

Strategic Opportunity REIT

LOCK-UP LETTER

2 November 2017

DBS Bank Ltd. (DBS)

12 Marina Boulevard Level 46

DBS Asia Central @ Marina Bay Financial Centre

Singapore 018982

Merrill Lynch (Singapore) Pte. Ltd. (BAML)

50 Collyer Quay

#14-01, OUE Bayfront

Singapore 049321

Citigroup Global Markets Singapore Pte Ltd (Citi)

8 Marina View

#21-00 Asia Square Tower 1

Singapore 018960

Credit Suisse (Singapore) Limited (CS)

One Raffles Link

#03/#04-01 South Lobby

Singapore 039393

(DBS, BAML, Citi, and CS, the Joint Bookrunners and Underwriters)

Dear Sirs:

Keppel-KBS US REIT (KORE)

Offering of Units (as defined below) in the initial public offering by KORE (the Offering)

1. KBS SOR Properties, LLC (KBS Properties) wishes to restrict its right to deal in the units in KORE (Units) in which it legally and/or beneficially, directly and/or indirectly, owns or will own as of the date hereof and on the Listing Date (as defined below) (the Lock-up Units), in accordance with the terms of this undertaking.

2. In consideration of the Joint Bookrunners and Underwriters executing the underwriting agreement dated 2 November 2017 between the Joint Bookrunners and Underwriters, Keppel-KBS US REIT Management Pte. Ltd., as manager of KORE, KBS Pacific Advisors Pte. Ltd., Keppel Capital Holdings Pte. Ltd., GKP Holding LLC, KBS Properties and Keppel Capital Investment Holdings Pte. Ltd. in connection with the Offering, KBS Properties undertakes to the Joint Bookrunners and Underwriters that it will not, subject to the exceptions set out in paragraph 4 below, during the period commencing from the date hereof until the date falling 6 months after the date of admission of KORE to the Official List of the SGX-ST (the Listing Date) (both dates inclusive) (the First Lock-up Period), directly or indirectly:

(a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, hypothecate, grant security over, encumber or otherwise dispose of or transfer, any or all of its effective interest in the Lock-up Units (including any

1

interests or securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(b) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units);

(c) enter into any transaction (including a derivative transaction) or other arrangement with a similar economic effect to the foregoing sub-paragraph (a) or (b);

(d) deposit any of its effective interest in the Lock-up Units (including any securities convertible into or exercisable or exchangeable for any Lock-up Units or which carry rights to subscribe for or purchase any such Lock-up Units) in any depository receipt facility;

(e) enter into a transaction which is designed or which may reasonably be expected to result in any of the above; or

(f) publicly announce any intention to do any of the above,

whether any such transaction described in sub-paragraphs (a) to (e) above is to be settled by delivery of such capital or securities, in cash or otherwise (whether or not such transaction will be completed within or after the First Lock-up Period or the Second Lock-up Period (as defined below) as applicable).

3. KBS Properties further undertakes to the Joint Bookrunners and Underwriters that the restrictions in paragraph 2 above will apply in respect of its effective interest in 50.0% of the Lock-up Units (adjusted for any bonus issue or subdivision) during the period commencing from the day immediately following the First Lock-up Period until the date falling 12 months after the Listing Date (the Second Lock-up Period).

4. The restrictions in paragraphs 2 and 3 above do not apply to prohibit KBS Properties from:

(a) being able to create a charge over the Lock-up Units or otherwise grant of security over or creation of any encumbrance over the Lock-up Units, provided that such charge, security or encumbrance (i) cannot be enforced over any Lock-up Units during the First Lock-up Period, and (ii) can only be enforced with respect to 50.0% of the effective interest in the Lock-up Units during the Second Lock-up Period. The charge, security or encumbrance will only be created if the chargee (such as a bank or financial institution) agrees that the charge, security or encumbrance over the Lock-up Units cannot be enforced over 100.0% of the Lock-up Units during the First Lock-up Period and can only be enforced in relation to 50.0% of the effective interest in the Lock-up Units during the Second Lock-up Period;

(b) entering into the Unit Lending Agreement with the Joint Bookrunners and Underwriters or any sale or transfer of the Lock-up Units by KBS Properties pursuant to the exercise of the Over-Allotment Option, provided that the

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restrictions in paragraphs 2 and 3 above will apply to the Units returned to KBS Properties pursuant to the Unit Lending Agreement; and

(c) being able to transfer the Lock-up Units to and between KBS Strategic Opportunity REIT, INC., (KBS SOR) or any direct or indirect wholly-owned subsidiaries of KBS SOR, provided that KBS SOR shall, during the First Lock-up Period, maintain a direct or indirect interest in 100.0% of the Lock-up Units and, during the Second Lock-up Period, maintain a direct or indirect interest in 50.0% of the Lock-up Units and KBS SOR has procured that such transferee subsidiaries have executed and delivered to the Joint Bookrunners and Underwriters undertakings to the effect that such transferee subsidiaries will comply with the restrictions in paragraphs 2 and 3 above so as to enable KBS Properties to comply with the foregoing restrictions for the unexpired period of the First Lock-up Period and the Second Lock-up Period.

5. If, for any reason, the Listing Date does not take place within six months of the date of the prospectus of KORE dated 2 November 2017 (the Prospectus), this undertaking shall be terminated.

6. This undertaking and all matters arising from or connected with it are governed by, and shall be construed in accordance with, Singapore law. The courts of Singapore are to have jurisdiction to settle any disputes which may arise out of or in connection with this undertaking and accordingly any legal action or proceedings arising out of or in connection with this undertaking (Proceedings) may be brought in such courts. KBS Properties irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Joint Bookrunners and Underwriters and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction. The taking of Proceedings in any other court of competent jurisdiction, or the taking of Proceedings in one or more jurisdictions, by any of the Joint Bookrunners and Underwriters shall not preclude the taking of Proceedings, by any of the Joint Bookrunners and Underwriters in any other jurisdiction (whether concurrently or not).

7. KBS Properties hereby irrevocably appoints KBS Pacific Advisors Pte. Ltd. of 60 Paya Lebar Road, #11-06, Paya Lebar Square, Singapore 409051 as agent to accept service of process in Singapore in any legal action or proceedings arising out of this undertaking, service upon whom will be deemed completed whether or not forwarded to or received by KBS Properties. KBS Properties will inform the Joint Bookrunners and Underwriters, in writing, of any change in the address of the process agent of KBS Properties and such change in address will not be effective until such notice is received by the Joint Bookrunners and Underwriters. Such service will be deemed to be completed on delivery to the process agent (whether or not it is forwarded to and received by KBS Properties). If such process agent ceases to be able to act as such or to have an address in Singapore, KBS Properties irrevocably agrees to immediately appoint a new process agent in Singapore acceptable to the Joint Bookrunners and Underwriters and to deliver to the Joint Bookrunners and Underwriters within 14 days a copy of a written acceptance of appointment by the process agent. Nothing in this undertaking will affect the right to serve process in any other manner permitted by law.

8. This undertaking is given in favour of the Joint Bookrunners and Underwriters severally, and accordingly, may be enforced by any of the Joint Bookrunners and Underwriters without having to join the other party to such enforcement proceedings. Without

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prejudice to any other rights or remedies which the Joint Bookrunners and Underwriters may have, we acknowledge and agree that damages may not be an adequate remedy for any breach of this undertaking and the Joint Bookrunners and Underwriters shall be entitled to seek remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this undertaking.

9. A person who is not a party to this undertaking shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of this undertaking.

10. This undertaking may be executed in any number of counterparts each of which when executed and delivered (whether in original or facsimile) shall be an original, but all the counterparts together shall constitute one and the same instrument.

11. Capitalized terms used but not otherwise defined herein shall have the meaning given to those terms in the Prospectus.

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For and behalf of

KBS SOR PROPERTIES, LLC

/s/ Jeffrey K. Waldvogel

Name: Jeffrey K. Waldvogel

Title: Chief Financial Officer

Keppel-KBS US REIT – Lock-up (KBS Properties)

Acknowledged and accepted:

For and on behalf of

DBS Bank Ltd.

/s/ Tan Jeh Wuan

Name: Tan Jeh Wuan

Title: Managing Director and Head,

         Capital Markets-Singapore

Keppel-KBS US REIT – Lock-up (KBS Properties)

For and on behalf of

Merrill Lynch (Singapore) Pte. Ltd.

/s/ Siah Geok Wah

Name: Siah Geok Wah

Title: Managing Director

Keppel-KBS US REIT – Lock-up (KBS Properties)

For and on behalf of

Citigroup Global Markets Singapore Pte Ltd

/s/ Jonathan Quek

Name: Jonathan Quek

Title: Managing Director

Keppel-KBS US REIT – Lock-up (KBS Properties)

For and on behalf of

Credit Suisse (Singapore) Limited

/s/ Felicity Chan

Name: Felicity Chan

Title:    Director

/s/ Adrian Yeo

Name: Adrian Yeo

Title:    Director

            General Counsel Division

Keppel-KBS US REIT – Lock-up (KBS Properties)

EX-10.25

Exhibit 10.25

Dated 25 October 2017

KEPPEL-KBS US REIT MANAGEMENT PTE. LTD.

(in its capacity as the manager of Keppel-KBS US REIT)

(Company Registration No. 201719652G)

and

KBS SOR PROPERTIES, LLC

SPONSOR SUBSCRIPTION AGREEMENT

ALLEN & GLEDHILL LLP

ONE MARINA BOULEVARD #28-00

SINGAPORE 018989

TABLE OF CONTENTS

Contents		Page
1.	Definitions and Interpretation		1
2.	Investment		3
3.	Conditions		4
4.	Payment		4
5.	Delivery		5
6.	Investor’s Representations, Warranties, Acknowledgements and Undertakings		6
7.	The Manager’s Representations and Warranties		11
8.	Disclosures		12
9.	Clause 9 is deleted		13
10.	General		13

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This Agreement is made on 25 October 2017 between:

(1) KEPPEL-KBS US REIT MANAGEMENT PTE. LTD., a company established and validly existing under the laws of Singapore and having its principal place of business at 230 Victoria Street, #05-08 Bugis Junction Towers, Singapore 188024, in its capacity as the manager (the “Manager”) of Keppel-KBS US REIT; and

(2) KBS SOR PROPERTIES, LLC, a company established and validly existing under the laws of the State of Delaware and having its principal place of business at 1679 S. Dupont Hwy, Suite 100, in the City of Dover, 19901 (the “Investor”).

Whereas:

(A) The Manager is proposing to offer for subscription units in Keppel-KBS US REIT (“Units”) by way of an initial public offering (“IPO”) in Singapore (subject to an over-allotment option in connection with the IPO). In connection with the IPO, the Manager is expected to enter into the underwriting agreement (the “Underwriting Agreement”) with DBS Bank Ltd., Citigroup Global Markets Singapore Pte. Ltd., Credit Suisse (Singapore) Limited and Merrill Lynch (Singapore) Pte. Ltd. (collectively, the “Underwriters”) pursuant to which, the Underwriters will, severally but not jointly, agree to procure the subscription and payment for, or failing which, will subscribe and pay for, the Units offered under the IPO (“IPO Units”), subject to and on the terms of the Underwriting Agreement.

(B) Separate from but concurrently with the IPO, the Manager has agreed to issue, and the Investor has agreed to subscribe and pay for, 59,713,600 Units (the “Subscription Units”) for the consideration and on the terms and subject to the conditions set out in this Agreement.

(C) The Manager and the Investor wish to record the arrangements agreed between them for the subscription and payment of the Subscription Units.

It is agreed as follows:

1. Definitions and Interpretation

1.1 In this Agreement, except to the extent that the context requires otherwise:

“Advisory Group” has the meaning ascribed to it in Clause 6.1.7(i);

“affiliate” has the meaning specified in Regulation D under the US Securities Act;

“associate” means:

(i) in relation to any director, chief executive officer, or controlling shareholder of the Manager, or controlling unitholder of Keppel-KBS US REIT (being an individual), means:

(a) his immediate family (i.e. his spouse, child, adopted child, step-child, sibling or parent);

(b) the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of discretionary trust, is a discretionary object; and

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(c) any company in which he and his immediate family together (directly or indirectly) have an interest of 30.0% or more; and

(ii) in relation to the controlling shareholder of the Manager, or the Manager, the Trustee or controlling unitholder of Keppel-KBS US REIT (being a company) means any other company which is its subsidiary or holding company, or is a subsidiary of such holding company, or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30.0% or more;

“Back-Stop Date” has the meaning ascribed to it in Clause 4.3;

“Business Day” means any day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are generally open for business in Singapore and the SGX-ST is open for trading;

“Contracts (Rights of Third Parties) Act” means the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore;

“controlling shareholder” means a person who:

(i) holds directly or indirectly 15% or more of the total number of issued shares excluding treasury shares in the Manager, unless determined otherwise by the SGX-ST; or

(ii) in fact exercises control over the Manager;

“controlling unitholder” means a person who:

(i) holds directly or indirectly 15% or more of the nominal amount of all voting units in Keppel-KBS US REIT, unless determined otherwise by MAS; or

(ii) in fact exercises control over Keppel-KBS US REIT;

“Final Prospectus” means the prospectus to be issued by the Manager and registered by MAS in connection with the IPO;

“Investor Group” means the Investor, its subsidiaries, its holding companies, subsidiaries of such holding companies and companies in the equity of which the Investor and/or such other company or companies taken together (directly or indirectly) have an interest of 30.0% or more;

“IPO” has the meaning ascribed to it in Recital (A);

“IPO Price” means the issue price per IPO Unit to be paid by the investors under the IPO;

“IPO Settlement Date” means the date and time on which the IPO Units are issued under the IPO;

“IPO Units” has the meaning ascribed to it in Recital (A);

“IRC” means the United States Internal Revenue Code of 1986, as amended;

“Keppel-KBS Group” has the meaning ascribed to it in Clause 6.1.8(i);

“Listing” means the listing of, and quotation for, the Units (including among others, the IPO Units and the Cornerstone Units) on the SGX-ST;

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“MAS” means Monetary Authority of Singapore;

“Notice” has the meaning ascribed to it in Clause 10.2;

“Parties” means the parties to this Agreement, being the Manager and the Investor, and “Party” means either of them;

“Prospectus” means the preliminary prospectus and the Final Prospectus to be issued by the Manager in connection with the IPO, including any amendments or supplements thereto, lodged with or (as the case may be) registered by MAS;

“Regulation S” means Regulation S under the US Securities Act;

“SGX-ST” means Singapore Exchange Securities Trading Limited;

“SIBOR” means Singapore Interbank Offered Rate;

“Sponsors” means Keppel Capital Holdings Pte. Ltd. and KBS Pacific Advisors Pte. Ltd.;

“Subscription Units” has the meaning ascribed to it in Recital (B);

“this Agreement” means this subscription agreement made between the Manager and the Investor on the date hereof as may be amended, modified or supplemented from time to time and any document which is supplemental hereto;

“Termination Event” has the meaning ascribed to it in Clause 4.3;

“Trust Deed” the trust deed constituting Keppel-KBS US REIT and any amendments, restatements and supplements thereto;

“Trustee” means Perpetual (Asia) Limited, as trustee of Keppel-KBS US REIT;

“Underwriters” has the meaning ascribed to it in Recital (A);

“Underwriting Agreement” has the meaning ascribed to it in Recital (A);

“Units” has the meaning ascribed to it in Recital (A);

“US$” or “US dollars” means the legal currency of the United States; and

“US Securities Act” means the United States Securities Act of 1933, as amended.

1.2 Headings, Clauses etc.

The headings of this Agreement are inserted for reference only and shall be ignored in construing this Agreement. Unless the context otherwise requires, words (including words defined in this Agreement) denoting the singular shall include the plural and vice versa. The words “written” and “in writing” include any means of visible reproduction. References to this Agreement include any recitals and references to “Clauses” are to clauses of this Agreement. Any reference to a sub-clause is a reference to a sub-clause of the clause in which such reference appears. References to dates and times are to Singapore dates and times.

2. Investment

2.1 The Manager hereby agrees to issue, on the IPO Settlement Date, and the Investor, relying on the Manager’s representations, warranties and undertakings set out in Clause 7,

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hereby agrees to subscribe and pay for all, and not some only, of the Subscription Units at a price per Cornerstone Unit equal to the IPO Price, on the terms and subject to the conditions of this Agreement. The Manager will notify the Investor of the IPO Price as soon as reasonably practicable upon its determination, pursuant to the terms of the Underwriting Agreement.

2.2 The total consideration payable for the Subscription Units will be an amount in US dollars calculated by multiplying the number of Subscription Units by the IPO Price.

2.3 The Subscription Units will, when delivered, be fully paid and free from all options, liens, charges, mortgages, pledges, claims, equities, encumbrances and other third party rights and shall rank pari passu with the other Units then in issue and to be listed on the SGX-ST.

2.4 The Investor agrees to provide, on the signing of this Agreement, evidence satisfactory to the Manager that the Investor has sufficient funds in a Singapore bank account for the purpose of meeting its obligation described in Clause 4.1. The Investor agrees that the Underwriters shall have the unconditional right under the Contracts (Rights of Third Parties) Act to enforce and rely on this Clause 2.

3. Conditions

The rights and obligations of each Party are conditional upon:

(i) the receipt of the eligibility-to-list letter from the SGX-ST approving, among others, the listing of, and quotation for, the Units (including among others, the IPO Units and the Subscription Units) on the SGX-ST;

(ii) the registration of the Final Prospectus by MAS;

(iii) the entry into the Underwriting Agreement by the parties thereto; and

(iv) the Underwriting Agreement not having been terminated pursuant to its terms on or prior to the IPO Settlement Date,

4. Payment

4.1 The Investor will not later than 5.00 p.m. on the day falling two Business Days before the IPO Settlement Date (or such other date as the Parties may agree), pay or cause to be paid to the Trustee or the Underwriters (as the Manager may direct), the total consideration referred to in Clause 2.2 in immediately available and freely transferable funds to such account with such bank in Singapore as the Manager or the Underwriters (as the Manager may direct) will have specified to the Investor by not later than 5.00 p.m. on the date falling three Business Days before the IPO Settlement Date. The Investor will not be entitled to any interest which may accrue in relation to such payment and any such interest will be for the sole benefit of Keppel-KBS US REIT. The Investor agrees that the Trustee and/or the Underwriters shall have the unconditional right under the Contracts (Rights of Third Parties) Act to enforce the provisions of and rely on this Clause 4.1.

4.2 If the Investor fails to meet any of its obligations under Clause 4.1, the Investor will be deemed to have forfeited and waived all rights, benefits and claims in relation to the Subscription Units and the Manager reserves the right, in its absolute discretion, to terminate this Agreement, without any liability on the part of the Manager or the

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Underwriters to the Investor. In such event, all obligations and liabilities of the Manager under this Agreement shall cease and terminate (but without prejudice to any claim which the Manager or the Underwriters may have against the Investor arising out of its failure to comply with its obligations under this Agreement). The Investor agrees that the Underwriters shall have the unconditional right under the Contract (Rights of Third Parties) Act to enforce the provisions of and rely on this Clause 4.2.

4.3 If, for any reason, (i) the IPO Units and the Subscription Units are not listed on the SGX-ST on or before 2.00 p.m. on the date falling 120 calendar days after the date of this Agreement (or such other time and date as is agreed between the Manager and the Underwriters) (the “Back-Stop Date”) or (ii) the Underwriting Agreement is terminated pursuant to its terms on or before such time on or prior to the Back-Stop Date (each, a “Termination Event”), the obligations of the Investor to subscribe for and the Manager’s obligation to allot or procure the allotment of the Subscription Units shall cease and if at the time of the Termination Event, payment for the Subscription Units has been made and:

4.3.1 if the Subscription Units have not been validly allotted and issued to the Investor, the Manager will procure the Trustee to return to the Investor the amount received from the Investor pursuant to Clause 4.1 without any interest thereon; and

4.3.2 if the Subscription Units have been validly allotted and issued to the Investor pursuant to Clause 5 of this Agreement, the Manager will procure that such Subscription Units be redeemed at a price equal to the IPO Price, and the Investor shall do all things to assist to cancel and/or return or procure the cancellation and/or return of the Subscription Units to the Manager,

in each case within seven Business Days from the date of the Termination Event.

4.4 All payments under this Agreement will be made without deduction or withholding for or on account of any taxes, duties or levies (including but not limited to any taxes, duties or levies on the supply of goods and services). If either Party is required by law to deduct or withhold any such taxes, duties or levies, such Party will pay such additional amounts as will be necessary in order that the net amounts received by the other Party after such deduction or withholding will equal the amounts which would have been receivable by the other Party (as the case may be) had no such deduction or withholding been required to be made.

4.5 Each of the Parties shall bear its own costs and expenses of and incidental to this Agreement.

5. Delivery

5.1 Subject to Clause 5.2 and the Investor has complied fully with, and not being in breach of, its obligations referred to in Clause 4.1, the Manager will, on the IPO Settlement Date, credit or procure to be credited, the Subscription Units to such account opened by the Investor with The Central Depository (Pte) Limited (or to a sub-account opened by the Investor with its depository agent (as defined under the Securities and Futures Act, Chapter 289 of Singapore)), the account details of which the Investor will furnish in writing to the Manager or the Underwriters (as the Manager may direct) no later than 5.00 p.m. on the day falling five Business Days immediately prior to the IPO Settlement Date.

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5.2 If the Investor fails to comply with its representations, warranties and undertakings in this Agreement other than Clause 4.1, the Manager reserves the right to terminate this Agreement (in consultation with the Underwriters) without any liability on the part of the Manager or the Underwriters to the Investor. In such event, all obligations and liabilities of the Manager under this Agreement shall cease and terminate (but without prejudice to any claim which the Manager or the Underwriters may have against the Investor arising out of its failure to comply with its representations, warranties and obligations under this Agreement).

5.3 The Investor agrees that the Underwriters shall have the unconditional right under the Contracts (Rights of Third Parties) Act to enforce the provisions of and rely on this Clause 5.

6. Investor’s Representations, Warranties, Acknowledgements and Undertakings

6.1 As a condition of the agreement by the Manager to issue the Subscription Units to the Investor, and in consideration thereof, the Investor represents and warrants to and undertakes to the Manager and acknowledges and agrees that:

6.1.1 it is duly incorporated, duly organised and is validly existing as a corporation under the laws of the place of its incorporation;

6.1.2 it has the legal right and full power and authority to enter into this Agreement;

6.1.3 it has the legal right and full power and authority to perform its obligations under this Agreement and all transactions contemplated under this Agreement;

6.1.4 it has obtained all approvals and consents necessary for its entry into and the discharge of its duties and obligations under this Agreement, the ownership by the Investor of the Subscription Units agreed to be subscribed and paid for by the Investor and the performance and consummation of all transactions contemplated under this Agreement;

6.1.5 the execution and delivery of, and the performance by the Investor of its obligations under, this Agreement, the ownership by the Investor of the Subscription Units agreed to be subscribed and paid for by the Investor, and all transactions contemplated under this Agreement:

(i) will not result in a breach of any provision of its memorandum or articles of association or equivalent constitutive documents;

(ii) will not violate any order, judgment, award or decree of any court, arbitrator or governmental authority binding on or applicable to it or its assets;

(iii) will not contravene any then existing law, rule or regulation of any governmental agency or regulatory body or which is binding on or applicable to it or its assets; and

(iv) will not infringe in any material respect or result in any breach in any material respect of, any of the terms of, or constitute a default in any material respect under, any agreement, instrument or other obligation to which it is a party or it or its assets are subject;

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6.1.6 there are no:

(i) outstanding judgments, orders, injunctions or decrees of any governmental or regulatory body or court or arbitration tribunal against or affecting the business operations of the Investor or its subsidiaries;

(ii) lawsuits, actions or proceedings pending or threatened against or affecting the Investor or its subsidiaries; or

(iii) investigations by any governmental or regulatory body which are pending or threatened against the Investor or its subsidiaries;

and which, in each case, has or which could reasonably be expected to have a material adverse effect on the ability of the Investor to perform its obligations under this Agreement;

6.1.7 this Agreement, when executed, will constitute valid and binding obligations of the Investor enforceable in accordance with its terms;

6.1.8 in making the decision to subscribe for the Subscription Units, the Investor acknowledges and confirms to each of the Manager and the Underwriters that:

(i) it has not relied on any investigation that the Manager, the Sponsors or any of their respective affiliates or shareholders (together, the “Keppel-KBS Group”), representatives or advisors (including, without limitation, legal advisers, financial advisers, the Underwriters and each of their respective directors, employees, affiliates or representatives) of any member of the Keppel-KBS Group and such advisors’ respective affiliates, partners, directors, agents, employees, controlling persons and representatives (together, the “Advisory Group”) as well as any person acting on behalf of any member of the Keppel-KBS Group and/or the Advisory Group may have conducted with respect to Keppel-KBS US REIT, its subsidiaries and their respective assets;

(ii) it has made its own independent investment decision regarding the Subscription Units based on its own knowledge (including information it may have as a result of the Investor’s own independent investigations or which is publicly available) and it has not received or relied on any advice or recommendation from the Keppel-KBS Group, the Advisory Group or any person acting on behalf of Keppel-KBS US REIT, the Manager and/or the Sponsors;

(iii) it has conducted its own independent investigation with respect to Keppel-KBS US REIT, its subsidiaries, their respective assets and the Subscription Units and obtained its own independent advice (legal, tax, accounting or otherwise) to the extent it considers necessary or appropriate or otherwise has satisfied itself concerning, without limitation, the tax, legal, currency and other economic considerations related to the investment in the Subscription Units;

(iv) the information contained in this Agreement, the draft Prospectus provided to it on a confidential basis and any other materials delivered to it

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are subject to change at any time and from time to time and, further, notwithstanding that any information concerning the Keppel-KBS Group may have been furnished to the Investor by or on behalf of the Keppel-KBS Group on or before the date hereof, in making its own independent investment decision regarding the Subscription Units, the Investor has relied and will rely only on information provided in the Final Prospectus to be dated and issued by the Manager on or around the day the Underwriting Agreement is signed and not any other information (including any draft or preliminary Prospectus, and any amendments or supplements thereto, whether or not the same is publicly available or lodged with the MAS), and each member of the Keppel-KBS Group and the Advisory Group makes no representation and gives no warranty or undertaking as to the accuracy or completeness of any such information not contained in the Final Prospectus (including any matters set out in the draft or preliminary Prospectus or any other materials provided to it) and none of the members of the Keppel-KBS Group or the Advisory Group has or will have any liability to the Investor or its affiliates or advisors resulting from their use of such information or for any opinions, errors, omissions made by any of them. For the avoidance of doubt, it shall be the responsibility of the Investor to obtain a copy of the Final Prospectus whether from the Manager or otherwise. Further, the Investor acknowledges and confirms that each member of the Keppel-KBS Group (excluding the Manager) and the Advisory Group (including the Underwriters) has no responsibility and undertakes no liability to the Investor, or any of its affiliates for the information contained in the Prospectus makes no representation, warranty or covenant as to the accuracy or completeness of the Final Prospectus and nothing in the Prospectus is to be considered or relied on as a promise, representation or covenant by any of the Keppel-KBS Group (excluding the Manager) or the Advisory Group (including the Underwriters);

(v) the Keppel-KBS Group and the Advisory Group make no representation and give no warranty or undertaking that the IPO or the Listing will proceed or be completed (within any time period or at all). The Investor further agrees that none of the Keppel-KBS Group, or the advisors (including, without limitation, legal advisers, financial advisers or the Underwriters) to the Keppel-KBS Group or the Advisory Group, will have any liability whatsoever to the Investor or any person asserting any claims on the Investor’s behalf in connection with the offering and sale of the Subscription Units or in the event the IPO or the Listing does not proceed or is not completed for any reason;

(vi) its participation in any investment of the Subscription Units has been arranged without the Underwriters’ undertaking any due diligence procedures on its behalf and that it may not rely on any investigation (if any) that may have been conducted or any legal opinion, due diligence reviews or other advice provided with respect to or in connection with the IPO, the Listing, Keppel-KBS US REIT or the Keppel-KBS Group. The

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Investor also confirms that it has such knowledge and experience in financial and business matters as enables it to evaluate the merits and risks of a decision to participate in an investment of and to hold the Subscription Units and has the ability to bear the economic risk associated with its purchase of, and is able to sustain a complete loss of its investment in, the Subscription Units, and that it will conduct or has conducted its own investigation of any investment in the Subscription Units or Keppel-KBS US REIT and received all the information it considers necessary and appropriate for deciding whether to purchase the Subscription Units, and none of the members of the Keppel-KBS Group and the Advisory Group has made any warranty, representation or recommendation to the Investor as to the merits of the Subscription Units, the purchase or offer thereof, or as to the condition, financial or otherwise, of Keppel-KBS US REIT, its subsidiaries or their respective assets or as to any other matter relating thereto or in connection therewith;

(vii) at or around the time of entering into this Agreement or at any time hereafter but before the closing of the IPO, the Manager and the Underwriters have entered into, or may enter into, agreements similar to this Agreement with one or more other investors as part of the IPO;

(viii) no public market now exists for the Units, and the Manager and Underwriters have made no representation or warranty that a liquid or active market will ever exist for the Units; and

(ix) the Investor agrees that each member of the Keppel-KBS Group and the Advisory Group will have the unconditional right under the Contracts (Rights of Third Parties) Act to enforce the provisions of and rely on this Clause 6.1.8;

6.1.9 the Investor will not assign or transfer its rights or obligations arising under this Agreement without the prior written agreement of the Manager and the Underwriters;

6.1.10 the Investor will comply with any requirements imposed or which may be imposed by the SGX-ST and/or by applicable laws or regulations in connection with the IPO (including any lock-ups or transfer of Units) and shall comply with any notice in respect of the same from the Manager, the SGX-ST and/or the Underwriters. The Investor has also complied and will comply with all applicable laws and regulations in all jurisdictions relevant to its acquisition of the Subscription Units;

6.1.11 if and to the extent the Investor has received (and may in future receive) information that may constitute non-public information in connection with its investment in (and holding of) the Subscription Units, it will not, and will cause its affiliates, associates, directors, officers, employees, advisers and representatives not to purchase, sell or otherwise trade, directly or indirectly, in the Subscription Units, the Units or any other securities in a manner that could result in any violation of the securities laws of the United States, Singapore or any other applicable jurisdiction relevant to such dealing;

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6.1.12 the Investor has obtained all necessary legal, governmental and regulatory consents and any third party consents and approvals required in order to enable it to lawfully enter into, exercise its rights and comply with its obligations under this Agreement, and to ensure that such obligations are legally binding and enforceable obligations of the Investor;

6.1.13 this Agreement and the relationship and arrangements between both Parties contemplated by this Agreement may be required to be described in the Prospectus and other marketing materials for the IPO and, specifically, this Agreement may be a material contract required to be filed with regulatory authorities and/or made available for public inspection in connection with the IPO;

6.1.14 the Investor will accept the Subscription Units on and subject to the terms and conditions of the Trust Deed;

6.1.15 other than the subscription of the Subscription Units under this Agreement, the Investor will not, and will procure that no member of the Investor Group will, subscribe and/or purchase any other Units under the IPO, unless such subscription and/or purchase has been disclosed to the Underwriters in writing prior to the IPO Settlement Date in accordance with Clause 6.4;

6.1.16 it is subscribing for the Subscription Units for its own account and not with a view to any distribution thereof; and

6.1.17 the Investor acknowledges that the Units are subject to restrictions on beneficial and constructive ownership and on transfer for the purpose of enabling certain subsidiaries of Keppel-KBS US REIT to meet the requirements for qualification and taxation as real estate investment trusts under the IRC, all as described in the Trust Deed. Subject to further restrictions and exceptions outlined in the Trust Deed, unitholders of Keppel-KBS US REIT and all other persons are prohibited from directly or indirectly owning in excess of 9.8% of the outstanding Units. To the knowledge of the Investor, the acquisition and ownership of the Units contemplated by this Agreement, or otherwise anticipated to be made either by the Investor or by any person whose ownership of Units would be attributed to the Investor under the beneficial ownership and constructive ownership rules described in the Trust Deed, will not violate the ownership and transfer restrictions referenced above.

6.2 The representations and warranties of the Investor in Clause 6.1 will be deemed to be repeated at all times from the date hereof up to and including the IPO Settlement Date.

6.3 The Investor acknowledges that the Manager and its affiliates has relied and will rely on the truth and accuracy of the representations, warranties, acknowledgements and agreements set out in this Agreement by the Investor and agrees to notify the Manager and the Underwriters promptly in writing if any of the representations, warranties, acknowledgements and agreements herein cease to be accurate and complete in any material respect.

6.4 The Investor further consents and undertakes to:

6.4.1 The Manager and the Underwriters and their respective affiliates to disclose to the Manager and the Underwriters at least three Business Days prior to the IPO

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Settlement Date, to the best of the Investor’s knowledge and belief, having taken all reasonable steps and made all reasonable enquiries, the number of Units applied for by any entity in the Investor Group (if any); and

6.4.2 provide such other information which may be required by the Manager and the Underwriters for the purpose of (i) satisfying their disclosure obligations under applicable laws, regulations and the listing rules of the SGX-ST in connection with the IPO or the Listing, and (ii) ensuring their compliance with applicable laws, regulations and the listing rules of the SGX-ST.

7. The Manager’s Representations and Warranties

7.1 As a condition of the agreement by the Investor to subscribe and pay for the Subscription Units, and in consideration thereof, the Manager hereby represents, warrants and undertakes to the Investor that:

7.1.1 the Manager has been duly organised and is validly existing as a corporation under the laws of Singapore;

7.1.2 the Manager has the legal right and full power and authority to enter into and perform its obligations under this Agreement and all transactions contemplated under this Agreement;

7.1.3 the Manager has obtained all approvals and consents necessary for its entry into and the discharge of its duties and obligations under this Agreement and all transactions contemplated under this Agreement;

7.1.4 the execution and delivery of, and the performance by the Manager of its obligations under, this Agreement and all transactions contemplated under this Agreement:

(i) will not result in a breach of any provision of its memorandum or articles of association or equivalent constitutive documents;

(ii) will not violate any order, judgment, award or decree of any court, arbitrator or governmental authority binding on it or its assets;

(iii) will not contravene any then existing law, rule or regulation of any governmental agency or regulatory body which is binding on it or its assets; and

(iv) will not infringe in any material respect or result in any breach in any material respect of, any of the terms of, or constitute a default in any material respect under, any agreement, instrument or other obligation to which it is a party or is subject;

7.1.5 this Agreement, when executed, will constitute valid and binding obligations of the Manager enforceable in accordance with its terms; and

7.1.6 the Subscription Units, when paid up and issued, will be free from all liens, charges, encumbrances and other third party rights, freely transferable in Singapore and there are no legal restrictions on the voting or transfer or disposal of the Subscription Units under the laws of Singapore, save for the restriction on transfer of the Subscription Units referred to in Clauses 6.1.9, 6.1.10 and 9.

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7.2 The representations and warranties of the Manager in Clause 7.1 will be deemed to be repeated at all times from the date hereof up to and including the IPO Settlement Date.

7.3 The Manager acknowledges that the Investor has relied and will rely on the on the truth and accuracy of the representations, warranties, acknowledgements and agreements set out in this Agreement by the Manager and agrees to notify the Investor promptly in writing if any of the representations, warranties, acknowledgements and agreements herein cease to be accurate and complete in any material respect.

7.4 The Investor acknowledges and agrees that neither the Manager nor any member of the Advisory Group makes any representations and warranties regarding the matters set out in the Prospectus or any other materials delivered to the Investor, and neither the Manager nor any member of the Advisory Group shall have any liability to the Investor in respect of such matters except in the case of the Manager, due to negligence, fraud, wilful default, misrepresentation or dishonesty, and the Investor acknowledges and agrees that such matters may change at any time and from time to time.

8. Disclosures

8.1 The Investor irrevocably consents and undertakes to provide, to the extent possible by law, a description of its organisation and business activities which shall be true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such other information and supporting documentation in respect thereof as may be reasonably required by the Manager and the Underwriters for the purpose of satisfying the Manager’s and the Underwriters’ disclosure obligations in connection with the Prospectus under applicable laws, regulations and the listing rules of the SGX-ST, and to the inclusion of such description, the Investor’s name as well as the matters relating to the Investor’s subscription of the Subscription Units in the Prospectus and other marketing materials for the IPO. The Investor agrees it will also provide the foregoing information with respect to its direct and indirect holding companies and any person that is deemed to be interested in such Subscription Units under Section 4 of the Securities and Futures Act, Chapter 289 of Singapore. If the Investor is acquiring the Subscription Units as a fiduciary or agent for one or more accounts, it consents and undertakes to provide the foregoing information with respect to such accounts.

8.2 The Investor further consents and undertakes to the Manager its affiliates as soon as practicable and to the extent legally possible, to provide such information (including information relating to an entity within the Investor’s group of companies applying for the IPO Units, other than the Subscription Units) and supporting documents as may be required by MAS, the SGX-ST and other governmental, public, monetary or regulatory authorities or bodies or securities exchanges, or which otherwise relates to any matter which may be required by the Manager and the Underwriters for the purposes of (i) satisfying their disclosure obligations under applicable laws, regulations and the listing rules of the SGX-ST in connection with the IPO and (ii) ensuring their compliance with applicable laws and regulations and the listing rules of the SGX-ST (including without limitation, applicable companies and securities laws and regulations and the US Securities

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Act) and/or the requests of competent regulatory authorities or bodies (including without limitation, the SGX-ST and MAS).

8.3 The Investor agrees that the Underwriters will have the unconditional right under the Contracts (Rights of Third Parties) Act to enforce the provisions of and rely on this Clause 8.

8.4 Each of the Manager and the Investor acknowledges that the Underwriters and their affiliates will rely upon the truth and accuracy of the acknowledgements, representations and warranties made by it in Clause 7 and Clauses 6, 8 and 9, respectively.

8.5 Without prejudice to the foregoing provisions of this Agreement, the Investor acknowledges and agrees that it will not have any rights to claim against the Underwriters for any breach of representations, warranties and undertakings given by the Manager and that the Underwriters and their affiliates shall not have any liability to the Investor or any person asserting claims on the Investor’s behalf in connection with the IPO and the offering and sale of the Subscription Units.

8.6 The Investor further acknowledges and agrees that this Agreement constitutes a material contract for the purposes of the Prospectus, and accordingly, a copy of this Agreement shall be made available by the Manager for public inspection for a period of six months after the date of the Final Prospectus or such other period as required under the relevant laws and regulations.

9. Clause 9 is deleted

10. General

10.1 Assignability

This Agreement will be binding on and enure to the benefit of the Parties and their respective successors and assigns except that neither Party may, without the prior written consent of the other Party, assign any of their rights or obligations under this Agreement.

10.2 Notices

Any notice or other communication in connection with this Agreement will be in writing in English (a “Notice”) and will be sufficiently given or served if delivered or sent by courier to the following addresses and fax numbers of the Parties or to such other address or fax number as the relevant Party may have notified to the other Party in accordance with this Clause 10.2:

Manager	:	Keppel-KBS US REIT Management Pte. Ltd.
		230 Victoria Street
		#05-08 Bugis Junction Towers
		Singapore 188024
Attention	:	Chief Executive Officer
Fax Number	:	+65 6803 1717
Tel Number	:	+65 6803 1818

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Investor	:	KBS SOR PROPERTIES, LLC
		800 Newport Center Drive, Suite 700
		Newport Beach, CA 92660
Attention	:	Jeff Waldvogel
Fax number	:	+1 949-417-6501
Tel Number	:	+1 949-417-6500

Any Notice may be delivered by hand or, sent by fax or registered courier mail. Without prejudice to the foregoing, any Notice will conclusively be deemed to have been received on the next Business Day in the place to which it is sent, if sent by fax, or 96 hours from the time of posting by registered courier, or at the time of delivery, if delivered by hand.

10.3 Waiver

10.3.1 Save in the case of fraud, each Party undertakes to the other Party not to make or pursue any claim against the officers, employees or agents of the other Party in connection with assisting the other Party in giving the warranties and/or entering into this Agreement and the documents entered into pursuant to or in connection with this Agreement.

10.3.2 Either Party may at any time waive in whole or in part and conditionally or unconditionally any of the obligations of the other Party set out in this Agreement. No acquiescence, waiver or other indulgence granted by either Party to the other Party will in any way discharge or relieve that other Party from any of its other obligations under this Agreement. Any waiver of any breach of this Agreement shall be made expressly in writing and shall not be deemed a waiver of any subsequent breach of this Agreement.

10.4 Variation

No variation of this Agreement shall be effective unless in writing and signed by duly authorised representatives of the Parties.

10.5 Time of the Essence

Time shall be of the essence of this Agreement, both as regards the dates and periods mentioned and as regards any dates and periods which may be substituted for them in accordance with this Agreement or by agreement in writing and signed by and on behalf of each Party.

10.6 Rights and Remedies

No remedy conferred to a Party, the Underwriters or any member of the Advisory Group is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy will be cumulative and will be in addition to every other remedy given under this Agreement or now or hereafter existing at law, in equity, by statute or otherwise.

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The failure by a Party, any of the Underwriters or any member of the Keppel-KBS Group or the Advisory Group to exercise or any delay in exercising a right or remedy under this Agreement, shall not constitute a waiver thereof or a waiver of any other right or remedy. The election of any single or partial exercise of any one or more of such rights or remedies by a Party, any of the Underwriters or any member of the Keppel-KBS Group or the Advisory Group (as available) will not constitute a waiver by such Party, such Underwriter or such member of the Keppel-KBS Group or the Advisory Group of the right to pursue any other available rights or remedies. The Investor and the Manager agree that the Underwriters and each member of the Keppel-KBS Group and the Advisory Group shall have the unconditional right under the Contracts (Rights of Third Parties) Act to enforce the provisions of and rely on this Clause 10.6.

10.7 Contracts (Rights of Third Parties) Act

Save in respect of Clauses 2, 4.1, 4.2, 5, 6.1.8, 8, 10.6, 10.7, 10.9 and 10.15 of this Agreement which may be enforced by the Underwriters and/or the members of the Advisory Group and Clause 6.1.7(v) which may be enforced by a member of the Keppel-KBS Group, a person who is not a party to this Agreement (other than the Trustee, the Underwriters or such members of the Keppel-KBS Group or the Advisory Group, as the case may be) has no right under the Contracts (Rights of Third Parties) Act to enforce any term of this Agreement.

10.8 Severability

If any term in this Agreement will be held to be illegal, invalid or unenforceable, in whole or in part, under any applicable law, such term or part will to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement will not be affected.

10.9 Entire Agreement

This Agreement constitutes the entire agreement between the Parties as to the issue and subscription for the Subscription Units to the exclusion of all prior representations, understandings and agreements between the Parties. No amendments, variation or modification of the terms of this Agreement shall be effective unless in writing and signed by the duly authorised representatives provided that Clause 4.1 may not be varied, amended or modified without the prior written consent of the Sponsors and Sponsor and Clause 6.1.8 may not be varied, amended or modified without the prior written consent of the Sponsor and the Underwriters. The Investor and the Manager agree that the Underwriters shall have the unconditional right under the Contracts (Rights of Third Parties) Act to enforce the provisions of and rely on this Clause 10.9.

10.10 Governing Law and Jurisdiction

This Agreement will be governed by, and construed in accordance with, the laws of Singapore, and each Party irrevocably submits to the non-exclusive jurisdiction of the courts of Singapore.

10.11 Appointment of Process Agent

10.11.1 The Investor has appointed or will appoint an agent to accept service of process in Singapore in any legal action or proceedings arising out of this Agreement, service

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upon whom will be deemed completed whether or not forwarded to or received by the Investor. The Investor will inform the Manager (or its representatives) of the name and address of the appointed process agent within two days of the date of this Agreement.

10.11.2 The Investor will inform the Manager, in writing, of any change in the address of the process agent of the Investor within 28 days and such change in address will not be effective until such notice is received or deemed to be received by the Manager pursuant to Clause 10.2.

10.11.3 Such service will be deemed to be completed on delivery to the process agent (whether or not it is forwarded to and received by the Investor). If such process agent ceases to be able to act as such or to have an address in Singapore, the Investor irrevocably agrees to immediately appoint a new process agent in Singapore acceptable to the Manager and to deliver to the Manager within 14 days a copy of a written acceptance of appointment by the process agent.

10.11.4 Nothing in this Agreement will affect the right to serve process in any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgment or other settlement in any other courts.

10.12 Counterparts

This Agreement may be executed in any number of counterparts, each of which, when executed and delivered (whether in original or fax copy), will be an original, but all the counterparts together will constitute one and the same document.

10.13 Further Assurance

Each Party undertakes with the other Party that it will execute such documents and do such acts and things as the other Party may reasonably require for the purpose of giving to such Party the full benefit of the terms of this Agreement.

10.14 Costs and Expenses

Each Party will bear its own legal, professional and other costs and expenses incurred by it in connection with the negotiation, preparation or completion of this Agreement.

10.15 Interest

If the Investor defaults in the payment when due of any sum payable under this Agreement (howsoever determined), the liability of the Investor will be increased to include the interest accrued on such sum from and including the date when such payment is due to but excluding the date of actual payment at a rate per annum of 5.0% above SIBOR from time to time. Such interest will accrue from day to day. The Investor agrees that the Underwriters shall have the unconditional right under the Contracts (Rights of Third Parties) Act to enforce the provisions of and rely on this Clause 10.15.

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10.16 United States Tax Documentation

10.16.1 Investors that are not “United States persons” are required to provide information about their status for withholding tax purposes on an applicable Internal Revenue Service Form W-8, which forms include:

(a) Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding),

(b) Form W-8BEN-E (Certificate of Entities Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities)),

(c) Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding),

(d) Form W-8EXP (Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholding), and

(e) Form W-8ECI (Certificate of Foreign Person’s Claim That Income Is Effectively Connected With the Conduct of a Trade or Business in the United States).

Investors that are “United States persons” are required to provide Internal Revenue Service Form W-9.

The relevant forms and instructions may be found on the United States Internal Revenue Service website at http://www.irs.gov.

Each Investor should review the instructions to the Forms W-8 or Form W-9, as the case may be, to determine which form is applicable. If an Investor provides a Form W-8IMY and is a nonqualified intermediary, it should include withholding certificates and other documentation from each beneficial owner (and if such Investor is acting on behalf of another nonqualified intermediary or on behalf of a non-United States partnership or non-United States trust that is not a withholding foreign partnership or a withholding foreign trust, such Investor should attach to its Form W-8IMY the Form W-8IMY of the other nonqualified intermediary, non-United States partnership, or non-United States trust, as applicable, together with the withholding certificates and other documentation attached to that Form W-8IMY), all as described in the instructions to the Form W-8IMY.

The completed forms should be returned with the Investor’s Subscription Agreement by the date of Listing. Do not send them to the Internal Revenue Service.

10.16.2 Investors that are not “United States persons” are also required to establish their eligibility for the United States portfolio interest exemption by providing the attached U.S. Tax Compliance Certificate.

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U.S. TAX COMPLIANCE CERTIFICATE

In connection with the acquisition of Units of Keppel-KBS US REIT, the undersigned hereby certifies that:

(i) it is the sole record and beneficial owner of the Units in respect of which it is providing this certificate;

(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the IRC;

(iii) it is not a ten percent shareholder of the Issuer within the meaning of Section 871(h)(3)(B) of the IRC; and

(iv) it is not a controlled foreign corporation related to the Issuer as described in Section 881(c)(3)(C) of the IRC.

The undersigned has furnished Keppel-KBS US REIT with (i) a certificate of its non-U.S. Person status on an applicable U.S. Internal Revenue Service Form W-8 or (ii) Form W-9.

By:		Date:
	Name:
	Title:

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In witness whereof this Agreement has been entered into on the date stated at the beginning.

The Manager

SIGNED by	David Snyder		/s/ David Snyder
for and on behalf of
KEPPEL-KBS US REIT MANAGEMENT PTE. LTD. (in its capacity as manager of Keppel-KBS US REIT)

in the presence of:

/s/ Gwee Wei Yong Andy
Witness’ signature
Name:	Gwee Wei Yong Andy
Address:	230 Victoria Street # 05-08 Bugis Junction Towers Singapore 188024

Project Lakers – Sponsor Subscription Agreement (KBS)

The Investor

SIGNED by	/s/ Jeff Waldvogel
Jeff Waldvogel
for and on behalf of
KBS SOR PROPERTIES, LLC

In the presence of:

/s/ NEEDS CLARIFICATION
Witness’ signature
Name:	NEEDS CLARIFICATION
Address:	800 Newport Center Drive, Suite 700 Newport Beach, CA 92660

Project Lakers – Cornerstone Subscription Agreement

EX-10.26

Exhibit 10.26

PURCHASE AND SALE AGREEMENT

(City Tower, 333 City Boulevard West, Orange, California)

THIS PURCHASE AND SALE AGREEMENT (herein called this “Agreement”) is made and entered into this 17th day of January, 2018 (herein called the “Effective Date”), by and between DOF II CITY TOWER LLC, a Delaware limited liability company (herein called “Seller”), and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (herein called “Buyer”). Seller and Buyer are collectively referred to herein as the “parties.”

W I T N E S S E T H:

1. Agreement to Sell and Purchase; Independent Consideration; Definitions.

(a) For and in consideration of the Earnest Money, in hand paid by Buyer to Commonwealth Land Title Insurance Company c/o New York Land Services (herein called “Escrow Agent”), the Independent Consideration, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Seller, Buyer and Escrow Agent, Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase and take from Seller, subject to and in accordance with all of the terms and conditions of this Agreement, all of Seller’s assignable and transferable right, title and interest in and to the following:

(i) All that certain lot, tract or parcel of improved real estate more particularly described on Exhibit “A” attached hereto, together with all rights, ways and easements appurtenant thereto (herein collectively called the “Land”);

(ii) All buildings, structures and other improvements located on the Land and all fixtures attached or affixed, actually or constructively, to the Land or to any such buildings, structures or other improvements (herein collectively called the “Improvements”);

(iii) All personal property owned by Seller and located on the Land or within the Improvements and used in connection with the operation, management or main-tenance of the Land or the Improvements, subject, however, to obsolescence and consumption in the ordinary course of business between the Effective Date and the Closing Date (herein collectively called the “Personalty”);

(iv) All of the right, title and interest of Seller as “lessor” or “landlord” in, to and under all leases and other agreements for the use, occupancy or possession of all or any part of the Land or the Improvements including, without limitation:

(A) to the extent in effect on the Closing Date, all the tenant leases scheduled and identified on Exhibit “B” attached hereto (herein collectively called the “Existing Leases”); and

(B) all renewals or extensions of Existing Leases, and all new tenant leases, executed and entered into by Seller between the Effective Date and the Closing Date in

accordance with the terms and provisions of this Agreement (herein collectively called the “New Leases”) which are in force and effect on and as of the Closing Date (the Existing Leases and the New Leases specifically include, without limitation, any agreement for the payment of tenant improvements and leasing brokerage commissions with respect thereto owed in connection with any Existing Leases or New Leases (herein collectively called “TILC Obligations”));

(v) All management, service and other contracts and agreements, if any, scheduled and identified on Exhibit “C” attached hereto (herein collectively called the “Service Agreements”), but only to the extent the same are cancellable on no less than thirty (30) days’ notice without fee or penalty (herein collectively called the “Assumed Service Agreements”); and

(vi) All benefits under all licenses, permits, approvals, blueprints, plans, specifications, maps, drawings and guaranties and all warranties made by any contractors, subcontractors, vendors or suppliers, regarding their performance or the quality of materials supplied in connection with the construction of or operation of all or any of the Land and all intangible rights and property, including, without limitation, any websites and webnames pertaining to the Land, all rights of ownership and use of any names or trade names used in connection with the Property (collectively, the “Permits, Warranties, and Intangibles”).

The Land, the Improvements and the Personalty are herein sometimes collectively called the “Project”; and all of the matters described in this paragraph 1 are herein sometimes collectively called the “Property”.

(b) Contemporaneously with Buyer’s execution and delivery of this Agreement, in addition to the Earnest Money (as hereinafter defined), Buyer has paid to Seller the amount of ONE HUNDRED AND NO/100THS DOLLARS ($100.00) (herein called the “Independent Consideration”), as consideration for Buyer’s right to purchase the Property and for Seller’s execution, delivery and performance of this Agreement. The Independent Consideration is in addition to and independent of any other consideration or payment provided for in this Agreement, is non-refundable in all events and shall be retained by Seller notwithstanding any other provision of this Agreement.

(c) Seller and Buyer hereby agree that the following terms shall have the meanings hereinafter set forth, such definitions to be applicable equally to the singular and plural forms, and to the masculine and feminine forms, of such terms:

“Affiliates” shall mean, individually and collectively, each and all of a party’s respective current and future partners and members and each and all of their respective heirs, successors and assigns together with any person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with any of the parties in question, which in the case of a person which is a partnership, shall include each of the constituent partners, whether general or limited partners thereof. The term “control,” as used in the immediately preceding sentence, means, with respect to a corporation, the right to the exercise, directly or indirectly, of more than fifteen percent (15%) of the voting rights attributable to the shares of such corporation, and with respect to an entity that is not a

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corporation, the possession, directly or indirectly, or the power to direct or cause the direction of, the management or policies of such entity.

“Bankruptcy Code” shall mean the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq., as amended or supplemented from time to time.

“Buyer Parties” shall mean, individually and collectively, jointly and severally, Buyer, and direct and indirect entity owners, but shall expressly exclude any public shareholder in any REIT (as defined in paragraph 23(c) below).

“Governmental Authority” shall mean the United States, any State, Commonwealth, District, Territory, municipality, foreign state, or other foreign or domestic government, or department, agency, board, commission, or instrumentality of any of the foregoing.

“Insolvency Proceedings” shall mean any reorganization, liquidation, dissolution, receivership or other actions or proceedings under the Bankruptcy Code or any other federal, state or local laws affecting the rights of debtors and/or creditors generally, whether voluntary or involuntary and including proceedings to set aside or avoid any transfer of an interest in property or obligations, whether denominated as a fraudulent conveyance, preferential transfer or otherwise, or to recover the value thereof or to charge, encumber or impose a lien thereon.

“Insolvent” shall have the meaning of the same defined term set forth in Section 101(32) of the Bankruptcy Code.

“Obligations” shall mean, individually and collectively, any and all liabilities, obligations, duties, covenants or agreements of Seller or Buyer (as assignee of Seller pursuant to this Agreement) under or with respect to or in any way arising out of or relating to the Property, including the Existing Leases, the New Leases and the Service Agreements.

“Person” shall mean an individual, partnership, joint venture, limited liability company, association, corporation, trust or other legal entity.

“Seller Parties” shall mean individually and collectively, jointly and severally, Seller, each and all of its officers, directors, employees, shareholders, Affiliates, servicers, subsidiaries, principals, parents, trustees, attorneys, joint venturers, related parties and entities, contractors and agents, each and all of the predecessors, legal representatives, heirs, successors and assigns of any of the foregoing and their respective subsidiaries, parents, Affiliates, joint venturers, directors, officers, members, principals, investors, shareholders, trustees, servicers, designees, lenders, beneficiaries, employees, agents, brokers, property managers, asset managers, representatives, predecessors, successors, assigns, contractors, subcontractors, fiduciaries, insurers, heirs, estates, servants, other related parties and persons, and attorneys, past and present.

2. Purchase Price; Method of Payment. The purchase price for the Property (herein called the “Purchase Price”) shall be ONE HUNDRED FORTY-SEVEN MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100THS DOLLARS ($147,250,000.00). At Closing, Buyer shall deliver the Purchase Price to Seller by wire transfer in accordance with wire instructions provided by Seller, as adjusted by the prorations and credits in this Agreement, including, without limitation, those costs and expenses identified in paragraph 10. Buyer shall also pay all other amounts shown as payable by Buyer on the Settlement Statement on the Closing Date. For the avoidance of doubt, Seller shall pay all amounts shown as payable by

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Seller on the Settlement Statement on the Closing Date. All other sums payable by Buyer pursuant to this paragraph shall be paid in immediately available funds, in lawful money of the United States of America, which shall be legal tender for all debts and dues, public and private, at the time of payment by wire transfer in accordance with wire transfer instructions to be provided by Seller. All such funds shall be deposited by Buyer with the Escrow Agent on or prior to the Closing Date, to be held in escrow and disbursed pursuant to the terms of this Agreement. At Closing, without any further action, approval or acknowledgment required of Buyer or Seller, as provided in written escrow instructions to Escrow Agent which shall be consistent with the provisions of this Agreement, Seller and Buyer shall each instruct the Escrow Agent to pay any funds due to either Buyer or Seller to such party in immediately available funds via wire transfer (according to such party’s wire transfer instructions provided to the Escrow Agent).

3. Earnest Money.

(a) Within two (2) Business Days after the Effective Date, Buyer shall deliver to Escrow Agent the sum of ONE MILLION AND NO/100THS DOLLARS ($1,000,000.00) (which sum, together with all interest actually earned thereon during the term of this Agreement is herein called the “Initial Deposit”) by wire transfer in accordance with wire transfer instructions provided by Escrow Agent. If Buyer does not exercise its right to terminate this Agreement pursuant to paragraph 5(b) on or prior to the Due Diligence Date, then (i) within two (2) Business Days after the Due Diligence Date, Buyer shall deliver to Escrow Agent the additional sum of FIVE MILLION AND NO/100THS DOLLARS ($5,000,000.00) (which sum, together with all interest actually earned thereon during the term of this Agreement is herein called the “Additional Deposit”; as used in this Agreement the term “Earnest Money shall mean either the Initial Deposit, or collectively the Initial Deposit and the Additional Deposit, as the context requires), and (ii) the Earnest Money shall become non-refundable to Buyer except as otherwise expressly provided in this Agreement. At Closing, the Earnest Money will be delivered to Seller and applied as part payment of the Purchase Price.

(b) If Buyer shall fail to timely deliver any portion of the Earnest Money to Escrow Agent, then this Agreement shall, at the option of Seller by written notice to Buyer, terminate, whereupon all rights and obligations of the parties under this Agreement shall expire, and this Agreement shall become null and void. All deposits by Buyer required pursuant to this paragraph 3 shall be in the form of a wire transfer of funds to Escrow Agent, and no such deposit shall be deemed timely unless actually received by the date therefor set forth in this paragraph 3.

(c) Throughout the term of this Agreement, Escrow Agent shall hold and disburse the Earnest Money in accordance with the terms and conditions of this Agreement, including, without limitation, the terms and conditions set forth on Exhibit “D” attached hereto, and invest the Earnest Money in a segregated money market deposit account, bearing interest at the rate determined by the deposit bank and all interest accruing thereon shall be paid to the party entitled to the Earnest Money under the terms of this Agreement. Buyer and Seller understand and acknowledge that said account in which the Earnest Money will be held cannot be established until Escrow Agent receives an original executed IRS Form W-9 (November 2017 version) from Buyer. Buyer and Seller understand and acknowledge that while the Earnest Money will be held in an

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account established in Buyer’s name, all interest or other income earned under this Agreement shall be allocated and paid as provided herein and reported by the recipient of the Earnest Money to the Internal Revenue Service as having been so allocated and paid.

4. Closing. The closing of the purchase and sale of the Property (herein called “Closing”) shall be conducted by mail through the offices of Escrow Agent, at 1:00 p.m., Pacific Standard Time, on March 6, 2018 (herein called the “Closing Date”).

5. Access and Inspection; Examination by Buyer.

(a) Between the date of this Agreement and the Closing Date, Buyer and Buyer’s agents, employees, contractors, representatives and other designees (herein collectively called “Buyer’s Designees”) shall have the right to enter the Project for the purposes of inspecting the Project, conducting surveys, mechanical and structural engineering studies, and conducting any other investigations, examinations, tests and inspections as Buyer may reasonably require to assess the condition of the Project; provided, however, that:

(i) Buyer shall give Seller notice no less than two (2) Business Days prior to any entry on the Project by Buyer or Buyer’s Designees. Any activities by or on behalf of Buyer, including, without limitation, the entry by Buyer or Buyer’s Designees onto the Project, or the other activities of Buyer or Buyer’s Designees with respect to the Project (herein called “Buyer’s Activities”) shall be undertaken during normal business hours and shall not damage the Project in any manner whatsoever or disturb or interfere with the rights or possession of any tenant of the Project.

(ii) In the event the Project is altered or disturbed in any material manner in connection with any Buyer’s Activities, Buyer shall immediately return the Project to the condition existing prior to Buyer’s Activities.

(iii) Buyer shall and hereby does indemnify, defend and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs and expenses of any kind or nature whatsoever (including, without limitation, attorneys’ fees and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or in connection with any Buyer’s Activities, provided, however that such indemnity shall not apply to Buyer’s mere discovery of a pre-existing condition at the Property unless Buyer’s Activities exacerbate such pre-existing condition.

(iv) Subject to the provisions of paragraph 17 below, Buyer shall keep all findings, recommendations, opinions and information derived from any testing or studies undertaken by or on behalf of Buyer with respect to the Property in strict confidence, and shall not disclose any results of such testing or studies to any third party without the prior written approval of Seller. Notwithstanding the foregoing provision, however, Buyer may make such disclosure:

(A) as may be required by law or by an order of a court, governmental authority upon prior written notice to Seller; and

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(B) to Buyer’s consultants, and Buyer’s directors, officers, employees, investors, lenders and potential lenders, partners and legal counsel (herein collectively called the “Related Parties”, and the specific identities of which shall be provided to Seller in writing promptly after the written request therefore by Seller), so long as such parties are obligated to maintain the confidentiality of all such disclosures.

(v) Neither Buyer nor any of Buyer’s Designees has authority to do anything that may result in a lien or encumbrance against the Property in connection with Buyer’s Activities. Without limiting the foregoing, however, Buyer agrees to immediately pay when due all costs associated with Buyer’s Activities and not to cause, permit or suffer any lien or encumbrance to be asserted against the Property or Seller related to Buyer’s Activities. Buyer shall not permit any mechanic’s, materialmen’s or other liens to be filed against the Property as a result of Buyer’s Activities. Buyer, at its cost, either shall cause any such lien to be released or shall obtain a surety bond to discharge any such lien within fifteen (15) days after such lien is filed against the Property.

Without limiting the generality of the foregoing provisions, Buyer and Buyer’s Designees shall not seek to enter any tenant spaces or contact tenants of the Project without first obtaining the express consent of Seller in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding any provision of this Agreement to the contrary, Buyer shall not have the right to undertake any environmental studies or testing beyond the scope of a standard “Phase I” evaluation (which for the avoidance of doubt shall be expressly permitted), or any invasive testing, without the prior written consent of Seller, which shall be given or withheld in Seller’s absolute and sole discretion.

(b) Buyer shall have until 5:00 p.m., Pacific Time, on February 1, 2018 (herein called the “Due Diligence Date”) to perform such investigations, examinations, tests and inspections as Buyer shall deem necessary or desirable to determine whether the Property is suitable and satisfactory to Buyer. In the event Buyer shall determine that the Property is not suitable and satisfactory to Buyer, Buyer shall have the right to terminate this Agreement for any reason or no reason by giving written notice of such termination (herein called “Termination Notice”) to Seller on or before the Due Diligence Date. In the event Buyer gives Seller the Termination Notice, the Earnest Money shall be refunded to Buyer promptly upon request, all rights and obligations of the parties under this Agreement shall expire, and this Agreement shall become null and void. If Buyer does not terminate this Agreement in accordance with this paragraph 5 on or before the Due Diligence Date, Buyer shall have no further right to terminate this Agreement pursuant to this paragraph 5.

(c) Prior to any entry by Buyer or any of Buyer’s Designees onto the Property, Buyer or Buyer’s Designees shall, at its respective sole cost and expense, obtain and keep in force until the later of: (i) the termination of this Agreement, (ii) Closing, or (iii) if Buyer has not restored or vacated the Property as contemplated above, the date Buyer has completed such restoration or vacated the Property, effective prior to the date of access or entry to the Property, (A) worker’s compensation insurance in accordance with the laws of the state where the Property is located and covering all employees involved in any activities relating to or performed on the Property, and (B) commercial and general liability insurance, each with (x) a $1,000,000.00 per occurrence

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and $2,000,000.00 in the aggregate limit and (y) excess liability or umbrella coverage of $5,000,000.00 (or such other reasonable amount as Seller and Buyer may agree upon from time to time), insuring, without limitation, coverage for bodily injury, property damage, contractual liability and personal injury liability with respect to the improvements on the Property or the use, inspection or occupancy of the Property by Buyer and Buyer’s Designees, or arising out of any of the indemnities by Buyer under this Agreement, or arising out of Buyer’s Activities. The commercial general liability policy, with Buyer named as the insured, shall be issued by a reputable insurer reasonably acceptable to Seller. The policy shall list Seller and the property manager of the Project as additional insureds as their interests may appear and Buyer shall give Seller at least thirty (30) days’ prior written notice of any cancellation, reduction in coverage or non-payment of premiums. Buyer shall provide evidence of the insurance, reasonably acceptable to Seller, of the types and amounts of coverages herein required. Buyer will also require all Buyer’s Designees to provide, maintain and keep in force worker’s compensation, casualty, liability and other insurance consistent with the limits and requirements above required for all claims which may arise, directly or indirectly, as a result of Buyer’s Activities. Buyer agrees that required insurance for the Buyer’s Designees will also be on forms reasonably acceptable to Seller and issued by companies licensed to do business in the State of California and with an insurance rating reasonably acceptable to Seller. Without limiting the foregoing, insurance certificates evidencing such insurance shall be delivered by Buyer to Seller prior to entry onto the Property by Buyer or any of Buyer’s Designees.

(d) Within three (3) Business Days after the Effective Date, Seller shall deliver to Buyer certain documents and information in Seller’s possession with regard to the Property (herein called the “Due Diligence Materials”) including the materials listed on Exhibit “G” attached hereto, which delivery may be effected by posting the Due Diligence Materials to an electronic data room. The Due Diligence Materials will be provided to Buyer without any representation or warranty of any kind or nature whatsoever and are merely provided to Buyer for Buyer’s informational purposes. Until Closing, Buyer and Buyer’s Designees shall maintain all Due Diligence Materials as confidential information, provided that Buyer shall be permitted to disclose the Due Diligence Materials to Buyer’s Related Parties so long as such parties are obligated to maintain the confidentiality of all such disclosures. If the purchase and sale of the Property is not consummated in accordance with this Agreement, regardless of the reason or the party at fault, Buyer shall immediately re-deliver to Seller or destroy all copies of the Due Diligence Materials, whether such copies were actually delivered by Seller or are duplicate copies made by Buyer or Buyer’s Designees, provided that Buyer and Buyer’s Related Parties shall be permitted to retain one (1) copy of the Due Diligence Materials if necessary to comply with internal record retention policies. No termination of this Agreement by Buyer pursuant to any provision of this Agreement permitting termination by Buyer shall be deemed effective unless and until Buyer shall have delivered to Seller or destroyed all copies of all Due Diligence Materials, as required by this paragraph 5(d), unless otherwise agreed by Seller.

(e) The Due Diligence Materials shall in no event include any listing agreements for the Property, any materials deemed by Seller to be proprietary, any appraisal of the Property, or any matters that are subject to any confidentiality obligations that would be violated by the delivery of such materials to Buyer.

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(f) Section 25359.7 of the California Health and Safety Code requires owners of nonresidential property who know or have reasonable cause to believe that a release of a hazardous material has come to be located on or beneath real property to provide written notice of that condition to a buyer of the real property. The only releases of the hazardous materials actually known to Seller, without duty of inquiry or investigation, are those specifically described as actual releases in the copies of Seller’s reports provided in the Due Diligence Materials. Buyer acknowledges and agrees that Buyer has been provided with an adequate opportunity to, and encouraged to, retain its own consultants and experts to conduct its own inspections and examinations of the Property and all matters relating to the Property. By its execution of this Agreement, Buyer: (i) acknowledges its receipt of the foregoing notice given pursuant to Section 25359.7 of the California Health and Safety Code and that it is aware of the benefits conferred to Buyer by Section 1542 of the California Civil Code and the risks it assumes by any waiver of its benefits thereunder; and (ii) after receiving advice of its legal counsel, waives any and all rights or remedies whatsoever, express or implied, Buyer may have against Seller and/or the Seller Parties, including remedies for actual damages arising out of or resulting from any unknown, unforeseen or unanticipated presence or releases of hazardous materials from or on the Property, including, without limitation, any damages under Section 25359.7 of the California Health and Safety Code. The provisions of this subsection (f) shall survive the Closing and shall not be merged into the Grant Deed or other closing documents.

(g) Within ten (10) Business Days following the Effective Date, Seller shall cause Escrow Agent to provide Buyer with a natural hazard disclosure report prepared by the Natural Hazard Expert (as hereinafter defined below) relating to the Property, which reports are intended to disclose if the Property lies within the following natural hazard areas or zones: (i) a special flood hazard area designated by the Federal Emergency Management Agency (California Civil Code Section 1103(c)(1)); (ii) an area of potential flooding (California Government Code Section 8589.4); (iii) a very high fire hazard severity zone (California Government Code Section 51178 et seq.); (iv) a wild land area that may contain substantial forest fire risks and hazards California Public Resources Code Section 4135; (v) earthquake fault zone (California Public Resources Code Section 2622); or (vi) a seismic hazard zone (California Public Resources Code Section 2696) (sometimes collectively, the “Natural Hazard Matters”). Seller and Buyer hereby instruct Escrow Agent, an Affiliate of the Escrow Agent or another entity specializing in the preparation of such reports (who, in such capacity, is herein called the “Natural Hazard Expert”) to examine the maps and other information specifically made available to the public by Government Authorities for the purpose of enabling Seller to fulfill its disclosure obligations, if and to the extent such obligations exist, with respect to the natural hazards referred to in California Civil Code Section 1103 et seq. and to report the result of its examination to Seller and Buyer in writing (the “Natural Hazard Disclosure Statements”). The written reports prepared by the Natural Hazard Expert regarding the results of its full examinations will fully and completely discharge Seller from its disclosure obligations referred to herein, if and to the extent any such obligations exist, and, for the purpose of this Agreement: (A) the provisions of California Civil Code Section 1103.4 regarding non-liability of Seller for errors or omissions not within its personal knowledge, shall be deemed to apply; and (B) the Natural Hazard Expert shall be deemed to be an expert, dealing with matters within the scope of its expertise with respect to the examination and written report regarding the Natural Hazards Matters. Buyer agrees to

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provide Seller with a written acknowledgement of its receipt of the Natural Hazard Disclosure Statements.

(h) Buyer is required by law to complete with respect to certain matters relating to the Property an audit commonly known as a “3-14” Audit (“Buyer’s 3-14 Audit”). In connection with the performance of Buyer’s 3-14 Audit, Seller shall deliver to Buyer, concurrently with the delivery of the Due Diligence Materials, (i) the documents which are described on Exhibit “I” attached hereto, to the extent in existence and in Seller’s possession (collectively, “Buyer’s 3-14 Audit Documents”). The originals (and where originals are not available or in Seller’s possession or control, copies) of all Buyer 3-14 Audit Documents shall become the property of Buyer upon Closing; provided that Seller may retain copies of any of such documents. Seller agrees to reasonably cooperate with Buyer in connection with any additional information or documentation Buyer may require with respect to Buyer’s 3-14 Audit, including answering Buyer’s questions regarding the Buyer’s 3-14 Audit Documents. The completion of Buyer’s 3-14 Audit shall not be a condition of Closing.

6. Prorations and Adjustments to Purchase Price.

(a) The following prorations and adjustments shall be made between Buyer and Seller at Closing, or thereafter if Buyer and Seller shall agree:

(i) All city, state and county real property taxes, assessments, ad valorem taxes and similar impositions levied or imposed upon or assessed against the Property set forth in the most recent tax bill (herein called the “Taxes”) shall be prorated as of the Closing Date, with Seller being responsible for Taxes pertaining to Seller’s period of ownership of the Property and Buyer being responsible for Taxes pertaining to Buyer’s period of ownership of the Property (including the Closing Date). In the event that Seller has, prior to the Effective Date, protested or appealed, or, prior to the Closing Date, protests or appeals, the Taxes for the billing period in which Closing occurs, and such protest results in a reduction in the Taxes payable, Buyer shall, within ten (10) Business Days after Seller’s written request therefor, reimburse Seller in an amount equal to any refund for prior Taxes paid and credits against or discounts of any future tax liability Buyer receives with respect to any period of time the Property was owned by Seller. Any fees and costs actually expended by Seller Parties in connection with such protest shall be prorated between Buyer and Seller based on their respective period of ownership of the Property during the period of time to which such protest relates.

(ii) All utility charges for the Property including water, sewer, electric, gas, telephone, trash removal, garbage removal and cable or satellite television shall be prorated as of the Closing Date. Transfer fees required with respect to any such utility shall be paid by or charged to Buyer and Seller shall be credited with any deposits transferred to the account of Buyer; provided, however, that at either party’s election any one or more of such utility accounts shall be closed as of the Closing Date, in which event Seller shall be liable and responsible for all charges for service through the Closing Date and shall be entitled to all deposits theretofore made by Seller with respect to such utility, and Buyer shall be responsible for reopening and reinstituting such service in

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Buyer’s name, and shall be responsible for any fees, charges and deposits required in connection with such new accounts. For any account that is not closed as of the Closing Date, if any final reading and billing cannot be obtained prior to the Closing Date, such utility expenses shall be prorated as of the Closing Date based on an estimate. Seller shall be credited with any utility deposits transferred to the account of Buyer.

(iii) All rents and other payments on account of financial obligations of tenants under the Existing Leases and the New Leases (herein collectively called “Rents”) for the month in which the Closing Date occurs, which have actually been paid as of the Closing Date, shall be prorated as of the Closing Date. In the event that, at the time of Closing, there are any past due or delinquent Rents, Buyer shall use its reasonable efforts, without suit or any obligation to terminate any tenant’s lease, to collect such past due or delinquent Rents for a period of one hundred (120) days following Closing. Subsequent to Closing, all monies received by Buyer from or on behalf of any tenant owing delinquent Rents shall be applied and paid as follows: (x) such monies shall first be paid to Buyer for Rents due on and after the Closing Date, and (y) thereafter any remaining monies shall be paid to Seller for delinquent Rents due and payable for periods prior to the Closing Date.

(iv) Buyer shall receive a credit against the Purchase Price in the amount of all, if any, refundable security deposits and other refundable tenant deposits held by Seller in connection with the Existing Leases and New Leases; provided, however, Buyer shall not receive a credit for any security or other tenant deposits which as of the Closing Date have been applied or expended for their intended purpose. Seller shall retain all security and other tenant deposits free and clear of any and all claims on the part of tenants and Buyer. Buyer shall be responsible for maintaining as security deposits and other deposits the aggregate amount so credited to Buyer in accordance with all applicable laws, rules and regulations, and in accordance with the provisions of the Existing Leases and the New Leases relevant thereto. With respect to any security deposit which is evidenced by a letter of credit, Seller shall, at Seller’s sole cost and expense, (x) deliver to Buyer at Closing such original letter of credit, and (y) execute and deliver at Closing such other instruments as the issuer of such letter of credit shall reasonably require in order to cause the named beneficiary under such letter of credit to be changed to Buyer.

(v) All amounts payable under any of the Service Agreements and other expenses of the Property (herein collectively called “Expenses”) shall be prorated as of the Closing Date.

(vi) Any other items which are customarily prorated in connection with the purchase and sale of properties similar to the Project shall be prorated as of the Closing Date.

(b) It is the intent of Buyer and Seller that all Rents attributable to periods prior to the Closing Date shall accrue to the benefit of Seller, and all Rents attributable to periods including and after the Closing Date shall accrue to the benefit of Buyer, except as provided above. Furthermore, it is the intent of Buyer and Seller that all Taxes and Expenses attributable to

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periods prior to the Closing Date shall be the responsibility of Seller, and that all Taxes and Expenses attributable to periods including and after the Closing Date shall be the responsibility of Buyer. Thus, in the event that, after Closing:

(i) Seller receives any Rents attributable to periods on and after the Closing Date, then Seller shall immediately remit such Rents to Buyer;

(ii) Buyer receives any Rents attributable to periods prior to the Closing Date, then Buyer shall immediately remit such Rents to Seller, except as provided above;

(iii) Seller receives any refunds of Taxes or Expenses attributable to periods on and after the Closing Date, then Seller shall immediately remit such refunds to Buyer; and

(iv) Buyer receives any refunds of Taxes or Expenses or credits against future taxes due attributable to periods prior to the Closing Date, then Buyer shall immediately remit such refunds to Seller.

(c) In the event that the amount of any item to be prorated is not determinable at the time of Closing, such proration shall be made on the basis of the bill from the previous billing cycle (or if there is no such bill, on the best available information), and there shall be no re-proration after Closing. In the event any prorated item is due and payable at the time of Closing, the same shall be paid at Closing. If any prorated item is not paid at Closing, Seller shall deliver to Buyer the bills therefor promptly upon receipt thereof, and Buyer shall be responsible for the payment in full thereof within the time fixed for payment thereof and before the same shall become delinquent. In making the prorations required by this paragraph 6, the economic burdens and benefits of ownership of the Property for the Closing Date shall be allocated to Buyer.

(d) Notwithstanding anything herein to the contrary, within sixty (60) days after the Closing Date, Buyer shall reconcile all Taxes and Expenses through December 31, 2017 (the “2017 TICAM Reconciliation”) and deliver the 2017 TICAM Reconciliation report to Seller together with such other information requested by Seller to enable Seller to review and confirm the 2017 TICAM Reconciliation. Upon Seller’s acceptance of the 2017 TICAM Reconciliation, if (i) the overall net result of the 2017 TICAM Reconciliation is the landlord owes a credit to the tenants (the “Tenant Refund Amount”), then Seller shall remit the Tenant Refund Amount to Buyer, or (ii) the overall net result of the 2017 TICAM Reconciliation is the tenants owe additional payments to the landlord (the “Landlord TICAM Amount”), then Buyer shall remit the Landlord TICAM Amount to Seller. The Tenant Refund Amount or Landlord TICAM Amount, as applicable shall be paid by the responsible party to the other party no later than the ninetieth (90^th) day after the Closing Date.

7. Title; Estoppels; SNDAs.

(a) For purposes of this Agreement, “good and marketable fee simple title” shall mean such title as is insured by Commonwealth Land Title Insurance Company (herein called the “Title Company”) under an extended ALTA Owner’s Policy Form 2006 title policy, at its

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standard rates, as of the time of the recording of the Deed, in the amount of the Purchase Price, insuring Buyer as the owner of indefeasible fee simple title to the Property, containing such title endorsements as may be designated by Buyer in its Initial Notice (defined in paragraph 7(b) below) and subject only to the Permitted Exceptions (defined below) (a title policy meeting the foregoing requirements is herein called the “Title Policy”). For purposes of this Agreement the term “Permitted Exceptions” shall mean:

(i) the standard or printed exclusions in the form of owner’s policy of title insurance referenced above that are not otherwise deleted by delivery of the Seller’s Affidavit, provided, however, that if Buyer pays the fees and premiums for an extended policy of title insurance providing for the removal of any such standard or preprinted exclusion then the same shall not constitute a Permitted Exception for purposes of this Agreement;

(ii) the lien for Taxes not due and payable on or before the Closing Date;

(iii) zoning ordinances affecting the Property;

(iv) the rights of parties in possession under Existing Leases or New Leases, as tenants only without any right or option to purchase all or any portion of the Property that has not been waived in connection with the sale contemplated under this Agreement;

(v) all matters listed on Exhibit “E” attached hereto, unless Seller agrees to cure or remove such matter in accordance with the provisions of paragraph 7(c) below, in which event such matter shall not be a Permitted Exception for purposes of this Agreement;

(vi) all matters, if any, waived or deemed to  have been waived by Buyer pursuant to this paragraph 7;

(vii) all matters arising under, or created by, Buyer; and

(viii) all matters that are disclosed by a current and accurate survey and inspection of the Property.

(b) Within three (3) days after the Effective Date, Seller shall cause a commitment for title insurance (herein called the “Title Commitment”) to be issued by Commonwealth Land Title Insurance Company c/o New York Land Services, 630 Third Avenue, 12th Floor, New York, NY 10017, Attention: Vanessa Cohen, Telephone Number: (212) 490-2277 and Facsimile Number: (212) 490-8012 (in such capacity herein called “Title Company”), and copies of the Title Commitment and underlying title exception documents to be delivered to Buyer and Buyer’s counsel. The Title Commitment shall commit to insure Buyer’s title to the Property in the face amount of the Purchase Price upon receipt of all necessary requirements requested by the Title Company to be satisfied by Seller in order for the Title Policy to be issued for the Property at Closing (each a “Title Requirement” and collectively, the “Title Requirements”). The Seller’s Affidavit made by Seller to the title company shall be in the form attached hereto as Schedule “5” to Exhibit “F”. Buyer shall have until January 26, 2018 in which to examine the

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Title Commitment and any other matters referenced in paragraph 7(a)(i) above and in which to give Seller written notice of any objections to matters set forth therein that render Seller’s title less than good and marketable fee simple title (herein called the “Initial Notice”). Buyer may reexamine title to the Property up to and including the Closing Date and give Seller written notice of any additional objections to matters appearing of record subsequent to the effective date of the Title Commitment, but Buyer’s failure to specify in the Initial Notice an objection to any matter appearing of record as of the date of the Initial Notice shall be deemed to be, and shall constitute, a waiver of any objection to such matter, and such matter shall thereafter constitute a Permitted Exception under this Agreement. Furthermore, if Buyer shall fail to give the Initial Notice, Buyer shall be deemed to have waived any objection to all matters of record as of the effective date of the Title Commitment, and all such matters shall thereafter constitute Permitted Exceptions under this Agreement.

(c) Seller shall have until January 31, 2018 in which to review the Initial Notice, and, if Seller elects, in which to give Buyer written notice of any objections specified therein which Seller intends to attempt to satisfy and those Title Requirements which Seller agrees to satisfy by the Closing Date (herein called a “Cure Notice”). Notwithstanding anything in this Agreement to the contrary, any matter which Seller agrees to cure and Title Requirement Seller agrees to satisfy in the Cure Notice shall not be a Permitted Exception. If Seller, with respect to any objection specified in the Initial Notice or any Title Requirement, either fails to give a Cure Notice or elects not to cure such objection or to satisfy such Title Requirement, and if Buyer thereafter does not elect to terminate this Agreement pursuant to paragraph 5 hereof, Buyer shall be deemed to have waived any objection specified in the Initial Notice as to which Seller has failed to give a Cure Notice or elected not to cure and those Title Requirements which Seller has elected (or is deemed to have elected) not to satisfy, and any such objection shall thereafter constitute a Permitted Exception under this Agreement. If, prior to the expiration of the Due Diligence Period, Buyer delivers a form of title commitment acceptable to Buyer that does not set forth any requirements inconsistent with the terms of this Agreement, then the form of Title Policy that shall be delivered to Buyer at Closing shall be the form of title policy provided for in such commitment delivered to Seller, together with all endorsements attached thereto.

(d) Seller shall have until the Closing Date to satisfy all valid objections and Title Requirements other than those waived or deemed to have been waived by Buyer pursuant to paragraphs 7(b) and 7(c). Either Seller or Buyer may extend Closing by up to thirty (30) days, or such longer period as the parties may agree, to provide time for Seller to cure any such valid objection or to satisfy any Title Requirement. If Seller fails to satisfy any such valid objections, then, at the option of Buyer, and as its sole and exclusive alternatives and remedies, Buyer may:

(i) terminate this Agreement, in which event the Earnest Money shall be refunded to Buyer promptly upon request, all rights and obligations of the parties under this Agreement shall expire, and this Agreement shall become null and void; or

(ii) waive such satisfaction and performance and elect to consummate the purchase and sale of the Property, in which event all unsatisfied objections shall constitute Permitted Exceptions under this Agreement.

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The remedies of Buyer as set forth in clauses (i) and (ii) of this paragraph 7(d) shall be Buyer’s sole and exclusive remedies in the event Seller gives a Cure Notice and Seller fails to satisfy any valid objections, notwithstanding anything to the contrary contained herein.

(e) Notwithstanding any provision of this paragraph 7 to the contrary, Seller shall not, during the term of this Agreement, enter into, or (except as may be required by applicable law or instruments of record as of the Effective Date) consent in writing to, any instrument (other than (i) New Leases executed in the ordinary course of business prior to the Due Diligence Date (so long as Seller delivers a copy thereof to Buyer at least two (2) Business Days prior to the Due Diligence Date) and (ii) any service agreements executed in the ordinary course of business and cancelable upon thirty (30) days written notice and without penalty) that encumbers title to the Property or would otherwise be binding on Buyer, and that will have a material adverse effect on the value or continued use of the Property as currently used by Seller, and that Seller does not cause to be removed as an encumbrance to title to the Property prior to or in connection with Closing. After the expiration of the Due Diligence, Seller shall not enter into any new Leases or modify, extend, or terminate any Existing Leases without Buyer’s prior written consent, which consent may be granted or withheld in Buyer’s sole and absolute discretion.

(f) Except as expressly provided herein, Seller shall have no obligation to take any steps, bring any action or proceeding or incur any effort or expense whatsoever to eliminate, modify or cure any objection Buyer may have pursuant to this paragraph 7. Notwithstanding the foregoing or anything to the contrary in this Agreement, Buyer disapproves of, and Seller covenants and agrees to remove (or cause to be removed) from the Property concurrently with the Closing (x) all deeds of trust, mortgages and/or other debt instruments affecting the Property, (y) any liens which arise from Seller’s failure to pay amounts owing under any contract, and no such matters shall be deemed Permitted Exceptions, and (z) except as set forth in immediately preceding clauses (x) or (y), any other monetary liens which do not exceed $50,000 in the aggregate.

(g) Seller shall attempt to obtain executed tenant estoppel certificates (“Tenant Estoppels”) from the tenants under the Existing Leases. Notwithstanding the foregoing, Seller shall deliver to Buyer Tenant Estoppels from tenants in the aggregate occupying at least eighty percent (80%) of the leased square footage in the Improvements, which Tenant Estoppels must include all tenants occupying 10,000 or more square feet (collectively, the “Required Tenant Estoppels”). The form of the Tenant Estoppels shall be substantially in the form of Exhibit “H” attached hereto and made a part hereof; provided, however, that if any tenant is required or permitted under the terms of its Existing Lease to deliver a different form of tenant estoppel, to provide less information or to otherwise make different statements in a certification of such nature than are set forth on Exhibit “H”, then Buyer shall accept any modifications made to such Tenant Estoppel to the extent that such changes are consistent with the minimum requirements set forth in such Tenant’s Lease. Satisfaction of the covenant to obtain the Tenant Estoppels prior to Closing shall be a condition precedent to Buyer’s obligation to close unless waived in writing by Buyer; provided, however, that in no event shall Seller’s failure to deliver to Buyer any of the Tenant Estoppels be deemed to be a default by Seller under this Agreement, so long as Seller has used commercially reasonable efforts to obtain the Tenant Estoppels.

(h) If requested by Buyer, Seller agrees to request from tenants at the Property an

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executed Subordination, Non-Disturbance and Attornment Agreement in a form prepared by Buyer or such form as may be required under the applicable Existing Lease (collectively, the “SNDAs”). Seller shall use commercially reasonable efforts to obtain executed SNDAs from such tenants on or prior to the Closing Date; provided, however, that the receipt of executed SNDAs shall in no event be a condition precedent to Buyer’s obligation to close the sale contemplated under this Agreement.

(i) Seller hereby agrees, through the Closing and at the Seller’s sole cost and expense, to continue to operate, manage and maintain the Property in Seller’s ordinary course of business so that the Property shall be in the same condition on the Closing Date as on the Effective Date, subject to reasonable wear and tear and excluding any maintenance obligations that are the responsibility of the tenants at the Property.

(j) With respect to the construction work that is planned for the 21^st floor at the Project as more particularly described on Exhibit “K” attached hereto and incorporated herein by reference (the “21^st Floor Construction Work”), (i) Seller agrees to use commercially reasonable efforts to deliver to Buyer contracts with firm pricing on or before January 25, 2018 for the performance of the 21st Floor Construction Work (collectively, the “Construction Contracts”), (ii) Buyer shall notify Seller in writing if the Construction Contracts are approved by Buyer, (iii) promptly after approval by Buyer, Seller shall execute the Construction Contracts and deliver copies of the executed Construction Contracts to Buyer, and (iv) at Closing, Seller shall assign the Construction Contracts to Buyer and give Buyer a credit against the Purchase Price in the amount of 110% of the work that the contractor(s) estimates remains to be performed under the Construction Contracts and Buyer shall assume sole responsibility for the completion of the 21^st Floor Construction Work from and after Closing.

8. Survey. Seller shall deliver as part of the Due Diligence Materials any ALTA As-Built survey of the Property currently in Seller’s or its property manager’s possession (the “Existing Survey”). Buyer shall have the right, at its option, to cause a surveyor duly licensed in the State of California to prepare an update to the Existing Survey or a new survey of the Property (in either case herein called the “Survey”). If Buyer obtains a Survey, the Survey shall be certified to Buyer, Seller and Title Company, and Buyer shall deliver one (1) print of such Survey to each of Seller and Title Company. Any objections of Buyer to matters on the Survey shall be provided to Seller, along with Buyer’s objections to title, in the Initial Notice.

9. Proceedings at Closing. On the Closing Date, Closing shall take place as follows:

(a) On the Closing Date, Seller shall deliver to Escrow Agent the following documents and instruments, duly executed by or on behalf of Seller:

(i) A duly executed and acknowledged Grant Deed, in recordable form, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “1” to Exhibit “F” (herein called the “Deed”), conveying the Land and Improvements subject to the Permitted Exceptions.

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(ii) A Quitclaim Bill of Sale, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “2” to Exhibit “F”, conveying Seller’s interest in the Personalty.

(iii) An Assignment and Assumption of Tenant Leases, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “3” to Exhibit “F” (herein called the “Lease Assignment”), whereby Seller transfers and assigns to Buyer all of Seller’s right, title and interest as “landlord” or “lessor” in, to and under the Existing Leases and the New Leases (to the extent in effect on the Closing Date), and whereby Buyer assumes and agrees to perform the duties and obligations of the “landlord” or “lessor” under the Existing Leases and the New Leases (including, without limitation, TILC Obligations) arising from and after the Closing Date (which assignment of tenant leases shall be executed by Buyer). The Lease Assignment shall include an updated rent roll for the Project dated within seven (7) days before the Closing Date.

(iv) A General Assignment, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “4” to Exhibit “F” (herein called the “General Assignment”), whereby Seller transfers and assigns to Buyer all of Seller’s right, title and interest in, to and under the Assumed Service Agreements, the Construction Contracts and the Permits, Warranties and Intangibles, and whereby Buyer assumes and agrees to perform the duties and obligations of the owner of the Property under the Assumed Service Agreements arising from and after the Closing Date (which assignment shall be executed by Buyer).

(v) A Seller’s Affidavit, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “5” to Exhibit “F”, with respect to the Property.

(vi) A Certificate and Affidavit of Non-Foreign Status, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “6” to Exhibit “F”.

(vii) A 1099-S request for taxpayer identification number and certification and acknowledgment (herein called a “1099-S”), in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “7” to Exhibit “F”.

(viii) A California Form 593-C certifying that Seller is either a California resident or is exempt from any state imposed withholding requirements.

(ix) A settlement statement reflecting the economic terms set forth herein (herein called the “Settlement Statement”).

(x) If the Land is subject to a declaration of covenants, conditions and restrictions or similar instrument (“CCRs”) governing or affecting the use, operation, maintenance, management or improvement of the Real Property, (i) estoppel certificates, in form and substance satisfactory to Buyer, from the declarant, association, committee, agent and/or other person or entity having governing or approval rights under the CCRs,

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including, without limitation, an estoppel under that certain Roadway Easement Agreement dated April 9,1997 and recorded on April 10, 1997 in the Official Records of Orange County, California (the “Official Records”) as Instrument No. 19970165666 (the “Roadway Easement Agreement”), substantially in the form attached hereto as Exhibit J-1, and (B) an estoppel under that certain Declaration of Utility Line Easement dated July 11, 1996 and recorded on July 11, 1996 in the Official Records as Instrument No. 19960354693 (the “Declaration of Utility Line Easement”), substantially in the form attached hereto as Exhibit J-2, and (ii) a recordable assignment, in form and substance satisfactory to Buyer, assigning any and all developer, declarant or other related rights or interests of Seller (or any affiliate of Seller) in or under the CCRs, if Seller (or such affiliate) holds such rights or interest. Satisfaction of the covenant to obtain the estoppels described in this paragraph 9(a)(x) prior to Closing shall be a condition precedent to Buyer’s obligation to close unless waived in writing by Buyer; provided, however, that in no event shall Seller’s failure to deliver to Buyer any of such estoppels be deemed to be a default by Seller under this Agreement, so long as Seller has used commercially reasonable efforts to obtain such estoppels.

(xi) A certificate executed by Seller in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “9” to Exhibit “F”.

(xii) A form letter notifying the parties to the Roadway Easement Agreement of the sale of the Property to Buyer in the form of that attached hereto as Schedule “11” to Exhibit “F”.

(xiii) A form letter notifying the parties to the Declaration of Utility Line Easement of the sale of the Property to Buyer in the form of that attached hereto as Schedule “12” to Exhibit “F”.

(xiv) Evidence that any right or option to purchase all or any portion of the Property set forth in any Existing Lease or New Lease has been duly waived with respect to the sale contemplated by this Agreement.

(b) At Closing, Seller shall deliver to Buyer, or shall make available to Buyer at the on-site management office of the Property, if and to the extent in Seller’s possession, (x) the executed originals, or copies if originals are not available, of Due Diligence Materials, the Existing Leases, the New Leases, tenant estoppel certificates, and the Assumed Service Agreements, and (y) all keys, access cards, passcodes, and passwords for the Property specifically identified to reflect their respective lock.

(c) At Closing, Seller shall execute and deliver to Buyer a form letter notifying tenants of the Property of the sale of the Property to Buyer in the form of that attached hereto as Schedule “8” to Exhibit “F”, as required by Section 1950.7 of the California Civil Code.

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(d)    At Closing, Buyer shall:

(i) deliver the Purchase Price to Escrow Agent in accordance with the provisions of this Agreement;    

(ii) deliver to Escrow Agent counterparts of the Lease Assignment, the General Assignment and the Settlement Statement, each duly executed by or on behalf of Buyer;    

(iii) deliver to Escrow Agent one (1) original of a Preliminary Change of Ownership Report for the Property, which satisfies the requirements of California Revenue and Taxation Code Section 480.3, fully completed and executed by Buyer (the “Ownership Change Report”); and    

(iv) deliver to Escrow Agent evidence in form and substance reasonably satisfactory to Title Company and Seller that Buyer has the power and authority to execute and enter into this Agreement, and that any and all actions required to authorize and approve the execution and entry into this Agreement by Buyer and the performance by Buyer of its duties and obligations under this Agreement have been accomplished, and that the individuals executing documents on behalf of Buyer are authorized to do so and bind Buyer.    

(v) A certificate executed by Buyer in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “10” to Exhibit “F”.    

10. Costs of Closing. The following expenses shall be paid in cash at or prior to the Closing:

(a)    Seller shall bear and pay one-half ( ¹⁄₂) of Escrow Agent’s escrow fees, the basic fees and premiums policy of any owner’s title insurance obtained by Buyer with respect to the Property, any transfer, excise or documentary stamp taxes imposed on the transfer of the Property or the recording of the Deed, all recording charges imposed upon the recordation of the Deed, and any recording costs associated with the release of any liens or encumbrances Seller is required to cause to be released under this Agreement, and Seller’s attorney’s fees.    

(b)    Buyer shall bear and pay one-half ( ¹⁄₂) of Escrow Agent’s escrow fees, the cost of any Survey obtained by Buyer, the fees and premiums for any extended policy of title insurance obtained by Buyer with respect to the Property, the fees and premiums for any lender’s policy of title insurance obtained by Buyer with respect to the property, and the cost of any endorsements thereto, all mortgage taxes (if any), all costs associated with investigations and inspections undertaken by Buyer with respect to Buyer’s acquisition of the Property, and Buyer’s attorney’s fees.    

11.    Representations and Warranties; Disclaimers. (a) EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN PARAGRAPH 11(D) BELOW OR IN ANY DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED BY SELLER TO BUYER IN CONNECTION WITH CLOSING (EACH A “CLOSING DOCUMENT”), SELLER DOES NOT, BY THE EXECUTION AND

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DELIVERY OF THIS AGREEMENT, AND SELLER SHALL NOT, BY THE EXECUTION AND DELIVERY OF ANY DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION WITH CLOSING, MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER, WITH RESPECT TO THE PROPERTY, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN PARAGRAPH 11(D) BELOW OR IN ANY CLOSING DOCUMENT, SELLER MAKES, AND SHALL MAKE, NO EXPRESS OR IMPLIED WARRANTY AS TO: (I) MATTERS OF TITLE, (II) ZONING, (III) TAX CONSEQUENCES, (IV) PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, LAWS, RULES, REGULATIONS, ORDERS AND REQUIREMENTS PERTAINING TO THE USE, HANDLING, GENERATION, TREATMENT, STORAGE OR DISPOSAL OF ANY TOXIC OR HAZARDOUS WASTE OR TOXIC, HAZARDOUS OR REGULATED SUBSTANCE AND FURTHER INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE AND COMPENSATION AND LIABILITY ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, THE CLEAN WATER ACT, THE SOLID WASTE DISPOSAL ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE OIL POLLUTION ACT, THE FEDERAL CLEAN AIR ACT, THE FEDERAL INSECTICIDE, FUNGICIDE AND RODENTICIDE ACT, AND ANY AND ALL STATE LAWS SIMILAR TO THE FOREGOING, EACH AS MAY BE AMENDED FROM TIME TO TIME, AND INCLUDING ANY AND ALL REGULATIONS, RULES OR POLICIES PROMULGATED THEREUNDER (HEREIN COLLECTIVELY CALLED THE “ENVIRONMENTAL LAWS”), (V) VALUATION, (VI) GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, (VII) THE USE, INCOME POTENTIAL, EXPENSES, OPERATION OR CHARACTERISTICS OF THE PROPERTY OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF SUITABILITY, HABITABILITY, MERCHANTABILITY, DESIGN OR FITNESS FOR ANY SPECIFIC PURPOSE OR FOR A PARTICULAR PURPOSE, OR GOOD OR WORKMANLIKE CONSTRUCTION, (VIII) THE NATURE, MANNER, CONSTRUCTION, CONDITION, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE IMPROVEMENTS, ON THE SURFACE OR SUBSURFACE THEREOF WHETHER OR NOT OBVIOUS, VISIBLE OR APPARENT, (IX) THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE PROPERTY, (X) THE SOIL CONDITIONS, DRAINAGE, FLOODING CHARACTERISTICS, UTILITIES OR OTHER CONDITIONS EXISTING IN, ON OR UNDER THE PROPERTY, AND (XI) THE PRESENCE OR EXISTENCE OF MOLD OR OTHER ORGANISMS, LEAD BASED PAINT OR WATER PENETRATION IN OR ABOUT THE IMPROVEMENTS (HEREIN COLLECTIVELY CALLED THE “DISCLAIMED MATTERS”). BUYER AGREES THAT, EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN PARAGRAPH 11(D) BELOW OR IN ANY CLOSING DOCUMENT, WITH RESPECT TO THE PROPERTY, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER. BUYER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY (INCLUDING, BUT NOT

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LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF) AND RELY UPON SAME AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMED MATTERS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INSPECTIONS AND INVESTIGATIONS. SUCH INSPECTIONS AND INVESTIGATIONS OF BUYER SHALL BE DEEMED TO INCLUDE AN ENVIRONMENTAL AUDIT OF THE PROPERTY, AN INSPECTION OF THE PHYSICAL COMPONENTS AND GENERAL CONDITION OF ALL PORTIONS OF THE PROPERTY, SUCH STATE OF FACTS AS AN ACCURATE SURVEY AND INSPECTION OF THE PROPERTY WOULD SHOW, PRESENT AND FUTURE ZONING AND LAND USE ORDINANCES, RESOLUTIONS AND REGULATIONS OF THE CITY, COUNTY AND STATE WHERE THE PROPERTY IS LOCATED AND THE VALUE AND MARKETABILITY OF THE PROPERTY. SELLER SHALL SELL AND CONVEY TO BUYER, AND BUYER SHALL ACCEPT, THE PROPERTY “AS IS”, “WHERE IS”, AND WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER OR ANY THIRD PARTY. WITHOUT IN ANY WAY LIMITING ANY PROVISION OF THIS PARAGRAPH 11, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT IT HEREBY WAIVES, RELEASES AND DISCHARGES ANY CLAIM IT HAS, MIGHT HAVE HAD OR MAY HAVE AGAINST SELLER WITH RESPECT TO:

(i) THE DISCLAIMED MATTERS;

(ii) THE CONDITION OF THE PROPERTY, EITHER PATENT OR LATENT;

(iii) THE PAST, PRESENT OR FUTURE CONDITION OR COMPLIANCE OF THE PROPERTY WITH REGARD TO ANY ENVIRONMENTAL LAWS; AND

(iv) ANY OTHER STATE OF FACTS THAT EXISTS WITH RESPECT TO THE PROPERTY.

Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, but subject to any express limitation of Seller’s liability set forth in this Agreement (including, without limitation, paragraphs
11(d), 12(b) and 14(b) and 19 hereof), Buyer does not release Seller from, and the provisions of this paragraph
11(a) and paragraph 11(b) below shall not extend to, (x) any damages, claims, liabilities or obligations arising out of or in connection with a breach of any covenant, representation or warranty of Seller expressly set forth in this Agreement or any Closing Document, (y) Seller’s fraud, or (z) any claims or actions Buyer may have against Seller that may arise from third party claims asserted against Buyer with respect to actions or occurrences arising prior to Closing to the extent such claims survive Closing.

(b) Buyer, for itself and on behalf of each of the Related Parties, expressly waives the provisions of Section 1542 of the California Civil Code which provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,

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WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

This release by Buyer shall constitute a complete defense to any claim, cause of action, defense, contract, liability, indebtedness or obligation released pursuant to this release. Nothing in this release shall be construed as (or shall be admissible in any legal action or proceeding as) an admission by Seller or any other released party that any defense, indebtedness, obligation, liability, claim or cause of action exists which is within the scope of those hereby released.

BUYER’S INITIALS                       SELLER’S INITIALS

(c) Buyer hereby makes the following representations, warranties and covenants for the benefit of Seller as of the date hereof and the Closing Date:

(i) Buyer is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware.

(ii) Buyer has full power and authority to enter into and perform this Agreement, the documents and certificates to be executed and delivered by Buyer pursuant hereto, and each and all of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof. Buyer has by all necessary action, validly authorized the execution, delivery and performance of this Agreement, the documents and certificates to be executed and delivered by Buyer in connection herewith and the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof, and the performance and assumption by Buyer of each and all of Buyer’s covenants, obligations, liabilities and duties under and with respect to the Leases and Service Agreements pursuant hereto in accordance with the respective terms thereof. The individual(s) executing this Agreement, and each of the other documents and certificates to be executed and delivered in connection herewith, on behalf of Buyer (herein called “Authorized Signatories”) is(are) competent, duly appointed and authorized officer(s) and/or agents of, with full legal capacity, power and authority, acting alone, to act on behalf of and bind Buyer in all respects.

(iii) This Agreement and each of the documents and certificates executed or to be executed and delivered by Buyer, and/or the Authorized Signatories in connection herewith are, or will be when executed and delivered, the legal, valid and binding obligations of and enforceable against Buyer in accordance with the terms hereof and thereof.

(iv) Buyer has no actual knowledge of any action, proceeding, investigation or Insolvency Proceeding pending or threatened in writing against Buyer or any of the other Buyer Parties before any Governmental Authority which would affect or impair in any respect Buyer’s ability to consummate the transactions contemplated hereby.

(v) The execution, delivery and performance by Buyer of this Agreement and each of the documents and certificates to be executed and delivered by Buyer pursuant

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hereto do not violate any of the terms, conditions or provisions of any judgment, order, injunction or decree of any Governmental Authority to which Buyer is subject. Neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions, or provisions of any agreement or instrument to which Buyer, or any Affiliate, is a party or by which Buyer, any partner or Affiliate of Buyer, or any of Buyer’s assets is bound. Neither Buyer nor any partner or Affiliate of Buyer is in any way affiliated with Seller.

(vi) Buyer is not Insolvent and will not become Insolvent as a result of entering into and consummating this Agreement and the purchase of the Property, including the Leases and Service Agreements, and the Obligations in accordance with the terms hereof, nor are the transfers to be made hereunder or obligations incurred in connection herewith made or incurred by Buyer with any intent to hinder, delay or defraud any creditors to which Buyer is or becomes indebted. Buyer is not engaged in business or any transactions, including the transactions contemplated hereunder, or about to engage in any business or transactions, for which any remaining property of Buyer is unreasonably small capital. Buyer acknowledges that it is receiving new, fair, reasonably equivalent value in exchange for the transfers and obligations contemplated by this Agreement, and affirmatively represents that its entry into this Agreement and consummation of the transactions contemplated hereby does not constitute a fraudulent conveyance or preferential transfer under the Bankruptcy Code or any other federal, state or local laws affecting the rights of creditors generally.

(vii) Subject to Buyer’s right to perform Buyer’s Activities pursuant to this Agreement, Buyer will not interfere with or hinder the ownership, use, maintenance or operation of the Property or the surrounding property or any part thereof prior to the delivery of title thereof to Buyer.

(viii) Buyer has no knowledge of any facts or circumstances which, if known to Seller, would make its representations and warranties to Seller as set forth in this paragraph 11(c) incorrect, untrue or misleading in any manner. Buyer’s representations and warranties set forth in this paragraph 11(c) shall survive the Closing or termination of this Agreement for a period of ninety (90) days (the “Survival Period”). Buyer’s representations and warranties contained herein must be true and correct through the Closing Date, and Buyer’s failure to notify Seller prior to the Closing Date of any inaccuracies shall be a default by Buyer under this Agreement

(d) Seller hereby makes the following representations and warranties for the benefit of Buyer as of the date hereof and the Closing Date:

(i) Seller is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware.

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(ii) Seller has the power, right and authority to enter into and perform all of the obligations required of Seller under this Agreement and the instruments and documents referenced herein, and to consummate the transaction contemplated hereby.

(iii) Seller has provided or made available to Buyer copies of all Existing Leases and Service Agreements in Seller’s possession.

(iv) To Seller’s knowledge there are no actions, suits, or proceedings pending or threatened in writing against Seller which affect title to the Property or pertain to the ownership, use or operation of the Property, or which question the validity or enforceability of this Agreement or of any action taken by Seller under this Agreement.

(v) Seller has not received written notice from a Governmental Authority of any material violation of any law or governmental regulation applicable to the Property or any part thereof including, without limitation, environmental laws.

(vi) Seller has received no written notice of any pending or threatened condemnation or eminent domain proceedings relating to the Property.

(vii) To Seller’s knowledge, Seller has delivered or made available to Buyer all Due Diligence Materials in Seller’s or its property manager’s possession.

The representations and warranties by Seller set forth in this paragraph 11(d) shall survive the Closing or termination of this Agreement until the expiration of the Survival Period, and any action or claim must be brought against Seller by Buyer or any affiliate of Buyer with respect to a breach of such representations or warranties or any action, suit or other proceedings commenced or pursued, for or in respect of any breach of any representation or warranty made by Seller in this Agreement prior to the expiration of the Survival Period. Notwithstanding anything herein to the contrary, if Buyer discovers prior to Closing that one or more of the representations and warranties under the provisions of this paragraph 11(d), are false or untrue as of the Closing Date, Buyer’s sole remedy will be to exercise its rights under the provisions of paragraph 14(b).

Wherever in this Agreement there is any reference to the “knowledge” of Seller or to any “notice” having been “received” by Seller, in any variation of such references, such references: (i) shall mean only the actual knowledge of, or notice actually received personally by, the asset manager of Seller responsible for overseeing the Property, Gianluca Montalti of Torchlight Investors, LLC, and shall be deemed to imply that Gianluca Montalti has made an appropriate investigation and inquiry of the property manager with respect to the subject matter thereof; (ii) shall not mean or include any imputed or constructive knowledge of Gianluca Montalti, or any notice constructively received by Gianluca Montalti; (iii) shall not include any actual, imputed or constructive knowledge of any officer, agent, employee or affiliate of Gianluca Montalti or Seller, or any other person or entity, or any notice actually or constructively received by any officer, agent, employee or affiliate of Gianluca Montalti or Seller, or any other person or entity; and (iv) shall not be deemed to imply that Gianluca Montalti or any other person or entity has undertaken, or has any duty or obligation to undertake, any investigation or inquiry with respect to the subject matter thereof except as set forth in clause (i) above. In no event shall Gianluca

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Montalti or Torchlight Investors, LLC have any personal liability under this Agreement notwithstanding any other provision in this Agreement to the contrary.

12. Conditions of Buyer’s and Seller’s Obligations.

(a) Seller’s Conditions Precedent to Sale of Property. Seller’s obligation to sell the Property in accordance this Agreement is hereby conditioned upon full and complete satisfaction, or written waiver signed by Seller, where feasible, of each and all of the following conditions precedent (herein individually called a “Seller’s Condition Precedent” and collectively, the “Seller’s Conditions Precedent”) on or prior to the dates specified below:

(i) Seller shall not have received written notice of termination pursuant to Buyer’s right to so terminate as contained herein;

(ii) on or before Closing, Buyer shall have executed and delivered to the Title Company, to be held in escrow pursuant to the terms of this Agreement, all of the Closing Documents to be delivered by Buyer pursuant to paragraph 9(d);

(iii) on or before Closing, Buyer shall have delivered to the Escrow Agent, the full amount of the Purchase Price (taking into consideration the Earnest Money and all prorations, credits and adjustments pursuant to the terms of this Agreement), together with any and all other sums that are to be paid by Buyer at Closing pursuant to this Agreement, including the costs and expenses identified in paragraph 10 and any other amounts shown as payable by Buyer on the Settlement Statement; and

(iv) the representations and warranties made by Buyer in paragraph 11(b) shall be true and correct in all material respects on and as of the date made or deemed to be made and as of the Closing Date and Buyer shall have performed and complied in all respects with all covenants and obligations required to be performed by it as of the Closing Date and in accordance with this Agreement.

Seller agrees that, as soon as Seller has notice of the failure of a Seller’s Condition Precedent, Seller shall notify Buyer thereof and Buyer shall have two (2) Business Days after the giving of such notice within which to cure such failure (no obligation to do so being implied hereby), and, if required, the Closing Date shall automatically be extended to the next Business Day occurring after such two (2) Business Day period. In the event each and all of Seller’s Conditions Precedent are not fully and completely satisfied or waived on or before the dates specified above, or, if applicable, on the first Business Day occurring after the two (2) Business Day cure period mentioned in the immediately preceding sentence, then unless the failure of Seller’s Conditions Precedent is caused by a breach by Seller (in which case Buyer shall have the rights and remedies in paragraph 14(b) on account of such breach), Seller shall have the option to: (A) waive all or any of such Seller’s Conditions Precedent and proceed with Closing; or (B) terminate Seller’s obligation to sell the Property by written notice at or prior to Closing, whereupon Seller’s obligation to sell and Buyer’s obligation to purchase the Property shall be deemed, without additional notice, grace or further act of any party, to be automatically null and void and of no force or effect, in which event neither Seller nor Buyer shall have any further

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rights or obligations hereunder or relating hereto, except pursuant to the obligations which expressly survive the termination or expiration of this Agreement, and Buyer shall be entitled to a refund of the Earnest Money unless the failure of any of Seller’s Conditions Precedent to be satisfied is caused by a breach in any material respect of any of Buyer’s express representations, warranties, covenants or obligations set forth in this Agreement, in which case Seller shall be entitled to the rights and remedies set forth in paragraph 14(a) on account of such breach. Buyer shall have no liability for failing to satisfy any of the Seller’s Conditions Precedent unless the failure to satisfy the same is caused by a breach in any material respect of any of Buyer’s express representations, warranties, covenants or obligations set forth in this Agreement, whereupon Seller shall also be entitled to the rights and remedies set forth in paragraph 14(a) on account thereof. The Seller’s Conditions Precedent set forth in this paragraph 12(a), and each of them, shall inure solely to the benefit of Seller, and no other Person, including Buyer, shall have any right to waive or defer any of the conditions specified herein.

(b) Buyer’s Conditions Precedent to Purchase of Property. Buyer’s obligation to purchase the Property in accordance with this Agreement is hereby conditioned upon full and complete satisfaction, or written waiver signed by Buyer, of each and all of the following conditions precedent (herein individually called a “Buyer’s Condition Precedent” and collectively, the “Buyer’s Conditions Precedent”) on or prior to the dates specified below:

(i) on or before Closing, Seller shall have executed and delivered to the Escrow Agent, to be held pursuant to the terms of this Agreement, each and all of the Closing Documents to be delivered by Seller pursuant to paragraph 9(a);

(ii) Seller shall have performed and complied in all material respects with all covenants and obligations required to be performed by it under this Agreement as of the Closing Date;

(iii) On or before March 2, 2018, Buyer shall have received the Required Tenant Estoppels, and none of the Required Tenant Estoppels shall indicate the existence of any monetary or other material default under any of the Existing Leases or New Leases;

(iv) the Title Company shall have, at Closing, delivered to Buyer a “marked-up” Title Commitment under which the Title Company is irrevocably committed to issue Buyer an owner’s Title Policy; provided, however, the foregoing shall not be a Buyer’s Condition Precedent if the Title Company’s failure to deliver such Title Commitment is the result of the wrongful acts or omissions of Buyer; and

(v) the representations and warranties made by Seller in paragraph 11(d) above shall be true and correct in all material respects on and as of the Closing Date.

Buyer agrees that, as soon as Buyer has notice of the failure of a Buyer’s Condition Precedent, Buyer shall notify Seller thereof and Seller shall have (i) ten (10) Business Days after the giving of such notice within which to cure any failure (no obligation to do so being implied hereby) of a condition described in paragraphs 12(b)(iii) and 12(b)(iv) above and (ii) two (2) Business Days after the giving of such notice within which to cure such failure (no obligation to do so being

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implied hereby) of a condition described in paragraphs 12(b)(i), 12(b)(ii) and 12(b)(v) above, and, if required, the Closing Date shall automatically be extended to the next Business Day occurring after the applicable cure period. In the event each and all of the Buyer’s Conditions Precedent are not fully and completely satisfied or waived on or before the dates specified above or, if applicable, on the first Business Day occurring after the applicable cure period mentioned in the immediately preceding sentence, then unless the failure of Buyer’s Conditions Precedent is caused by a breach by Buyer (in which case Seller shall have the rights and remedies in paragraph 14(a) on account of such breach), Buyer shall have the option to: (A) waive all or any of such Buyer’s Conditions Precedent and proceed with Closing; or (B) terminate Buyer’s obligation to purchase the Property by written notice at or prior to the Closing Date, as extended pursuant to this paragraph 12(b), whereupon Buyer’s obligation to purchase and Seller’s obligation to sell the Property shall be deemed, without additional notice, grace or further act of any party, to be automatically null and void and of no force or effect, in which event neither Seller nor Buyer shall have any further rights or obligations hereunder or relating hereto, except pursuant to such provisions hereof as survive termination of this Agreement and Buyer shall be entitled to a refund of the Earnest Money, unless the failure of any of Buyer’s Conditions Precedent to be satisfied is caused by a breach in any material respect of any of Buyer’s express representations, warranties, covenants or obligations set forth in this Agreement existing beyond any applicable notice and cure period, in which case Seller shall be entitled to the rights and remedies set forth in paragraph 14(a) on account of such breach. Seller shall have no liability for failing to satisfy the Buyer’s Conditions Precedent unless the failure to satisfy the same is otherwise, or is caused by, a breach in any material respect of any of Seller’s express covenants or obligations set forth in this Agreement existing beyond any applicable notice and cure period, whereupon Buyer shall also be entitled to the rights and remedies set forth in paragraph 14(b) on account thereof. The Buyer’s Conditions Precedent set forth in this paragraph 12(b), and each of them, shall inure solely to the benefit of Buyer, and no other Person, including Seller, shall have any right to waive or defer any of the conditions specified herein.

13. Possession at Closing. Seller shall surrender possession of the Property to Buyer on the Closing Date, subject to the Permitted Exceptions.

14. Remedies.

(a) IF THE PURCHASE AND SALE OF THE PROPERTY CONTEMPLATED HEREBY IS NOT CONSUMMATED IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS AGREEMENT DUE TO CIRCUMSTANCES OR CONDITIONS WHICH CONSTITUTE A DEFAULT BY BUYER UNDER THIS AGREEMENT, THE EARNEST MONEY SHALL BE DELIVERED TO AND RETAINED BY SELLER AS SELLER’S FULL LIQUIDATED DAMAGES (AND NOT AS A PENALTY) FOR SUCH DEFAULT. BUYER AND SELLER EXPRESSLY ACKNOWLEDGE THAT THE FOREGOING LIQUIDATED DAMAGES ARE INTENDED NOT AS A PENALTY OR FORFEITURE WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT AS FULL LIQUIDATED DAMAGES PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677 IN THE EVENT OF BUYER’S DEFAULT AND AS COMPENSATION FOR SELLER’S TAKING THE PROPERTY OFF THE MARKET DURING THE TERM OF THIS AGREEMENT. BUYER AND SELLER FURTHER AGREE THAT IN LIGHT OF

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THE CIRCUMSTANCES EXISTING AT THE TIME OF THE EXECUTION OF THIS AGREEMENT, THE AMOUNT OF THE FOREGOING LIQUIDATED DAMAGES REPRESENTS A REASONABLE ESTIMATE OF THE HARM LIKELY TO BE SUFFERED BY SELLER IN THE EVENT OF A DEFAULT BY BUYER, AND THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY OR IMPRACTICAL TO ASCERTAIN. SUCH DELIVERY OF THE EARNEST MONEY SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF SELLER BY REASON OF A DEFAULT BY BUYER UNDER THIS AGREEMENT, AND SELLER HEREBY WAIVES AND RELEASES ANY RIGHT TO SUE BUYER, AND HEREBY COVENANTS NOT TO SUE BUYER, FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT OR TO PROVE THAT SELLER’S ACTUAL DAMAGES EXCEED THE EARNEST MONEY WHICH IS HEREIN PROVIDED SELLER AS FULL LIQUIDATED DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIQUIDATED DAMAGES SHALL NOT APPLY TO ANY DUTY, OBLIGATION, LIABILITY OR RESPONSIBILITY WHICH BUYER MAY HAVE UNDER THE INDEMNIFICATION PROVISIONS OF PARAGRAPHS 18, 21 AND 23(T) OF THIS AGREEMENT.

Buyer and Seller hereby acknowledge and specifically agree to the foregoing liquidated damages provision.

Seller’s initials:                             

Buyer’s initials:                             

(b) If after the Due Diligence Date the purchase and sale of the Property contemplated hereby is not consummated in accordance with the terms and provisions of this Agreement due to circumstances or conditions which constitute a default by Seller under this Agreement, Buyer, as its sole and exclusive remedies may either (i) terminate this Agreement, in which event the Earnest Money shall be refunded to Buyer promptly, Seller shall promptly reimburse Buyer for all reasonable and documented out-of-pocket third-party costs and expenses (including, without limitation, including without limitation title, survey, engineering, legal, zoning, environmental and lender fees, expenses and costs) actually incurred by Buyer until the date this Agreement is so terminated in connection with this Agreement and Buyer’s investigation of the Property in an aggregate amount not to exceed $150,000.00, all rights and obligations of the parties under this Agreement shall expire, and this Agreement shall become null and void except for the provisions of this Agreement that expressly survive the termination hereof, or (ii) sue for specific performance as long as such suit is brought within 60 days after the original scheduled Closing Date. Notwithstanding anything to the contrary in this Agreement, if specific performance is not available to Buyer as a result of the transfer of the Property by Seller to a third party in breach of this Agreement, then Buyer shall have the right to bring an action for Buyer’s actual damages against Seller in an aggregate amount not to exceed $1,000,000.00. For the avoidance of doubt, the inability or failure of the Title Company to issue the Title Policy to Seller at Closing in accordance with the provisions of paragraph 12(b)(iv) evidencing the conveyance of good and marketable fee simple title to the Property to Buyer on the Closing Date shall not constitute a default by Seller under this Agreement unless such inability or failure is caused by a defect in Seller’s title to the Property which is not a

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Permitted Exception under this Agreement, which arises subsequent to the date of Seller’s execution of this Agreement, and which arises solely by reason of an affirmative act of or omission by Seller. Notwithstanding anything in this Agreement to the contrary, in no event shall the liability of Seller under this Agreement or any Closing Documents exceed $1,000,000.00 in the aggregate (the “Liability Cap”). In no event shall Buyer or Seller seek, or be liable for, any special, consequential or punitive damages in connection with this Agreement. Except as expressly otherwise provided herein, Seller shall have no other liability to Buyer under this Agreement.

15. Damage or Destruction.

(a) If any portion of the Improvements is damaged or destroyed by casualty prior to Closing, Seller shall give Buyer prompt written notice thereof. If any portion of the Improvements is damaged or destroyed by casualty on or before the Due Diligence Date, and Buyer does not elect to terminate this Agreement pursuant to paragraph 5 hereof, then Buyer shall have no right to terminate this Agreement by reason of such damage or destruction. If any portion of the Improvements is damaged or destroyed by casualty after the Due Diligence Date and prior to Closing, and the cost of repair of such damage or destruction is reasonably estimated to exceed ten percent (10%) of the Purchase Price, Buyer shall have the right, at Buyer’s option, to terminate this Agreement by giving written notice to Seller on or before the date ten (10) days after the date upon which Seller gives Buyer written notice of such casualty, in which event the Earnest Money shall be refunded to Buyer promptly upon request, all rights and obligations of the parties under this Agreement shall expire, and this Agreement shall become null and void. In the event of lesser damage or destruction after the Due Diligence Date, Buyer shall have no right to terminate this Agreement by reason of such damage or destruction.

(b) If any portion of the Improvements is damaged or destroyed by casualty prior to Closing and Buyer does not elect to terminate this Agreement in accordance with any termination right, this Agreement shall remain in full force and effect and the parties shall proceed to Closing without any reduction or adjustment in the Purchase Price, except that at Closing:

(i) the Purchase Price shall be reduced by the total of any insurance proceeds actually received by Seller on or before the Closing Date with respect to such casualty and not expended by Seller prior to Closing for the repair or restoration of the Improvements;

(ii) at Closing, Seller shall assign to Buyer all rights of Seller in and to any insurance proceeds payable thereafter by reason of such casualty; and

(iii) to the extent that Seller has not paid the deductible under Seller’s property insurance policy, the amount of such deductible shall be credited against the Purchase Price at Closing and Buyer shall be responsible for paying such deductible.

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16. Condemnation.

(a) In the event of commencement of eminent domain proceedings respecting any portion of the Property prior to Closing, Seller shall give Buyer prompt written notice thereof. If all or any part of the Property is taken by eminent domain proceedings, or if there is the commencement or bona fide threat of the commencement of any such proceedings, on or before the Due Diligence Date, and Buyer does not elect to terminate this Agreement pursuant to paragraph 5 hereof, Buyer shall have no right to terminate this Agreement by reason of such taking. If all or any material part of the Property is taken by eminent domain proceedings after the Due Diligence Date, and prior to Closing, Buyer shall have the right, at Buyer’s option, to terminate this Agreement by giving written notice to Seller on or before the date ten (10) days after the date upon which Seller gives Buyer written notice of such taking, in which event the Earnest Money shall be refunded to Buyer promptly upon request, all rights and obligations of the parties under this Agreement shall expire, and this Agreement shall become null and void. In the event of a taking of less than all or a material part of the Property after the Due Diligence Date, Buyer shall have no right to terminate this Agreement by reason of such taking.

(b) If all or any part of the Property is taken by eminent domain proceedings prior to Closing and Buyer does not elect to terminate this Agreement in accordance with any termination right, this Agreement shall remain in full force and effect and the parties shall proceed to Closing without any reduction or adjustment in the Purchase Price, except that at Closing:

(i) the Purchase Price shall be reduced by the total of any awards or other proceeds actually received by Seller on or before the Closing Date with respect to any taking and not expended by Seller prior to Closing for the repair or restoration of the Property; and

(ii) at Closing, Seller shall assign to Buyer all rights of Seller in and to any awards or other proceeds payable thereafter by reason of such taking.

(c) For the purposes of this paragraph 16, a taking shall be deemed to be of a “material” part of the Property only if such taking involves either:

(i) the taking of more than ten percent (10%) of the existing parking spaces on the Land; or

(ii) the taking of more than ten percent (10%) of the square footage of the Improvements.

17. Ownership of Information; Confidentiality Obligation.

(a) Any studies, data, reports, analyses, investigations, examinations, tests, inspections or writings of or with respect to the Property produced or obtained on behalf of or at the instance of Buyer shall be deemed the sole, confidential property of Buyer.

(b) If the purchase and sale of the Property is not consummated in accordance with this Agreement for any reason other than a default by Seller, Buyer shall upon the written

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request of Seller promptly deliver to Seller without any representation or warranty at Buyer’s cost and expense and at no cost or expense to Seller:

(i) a list setting forth the names of all persons or entities who conducted investigations, examinations, tests or inspections of or with respect to the Property on behalf of or at the instance of Buyer;

(ii) copies of all reports, studies, surveys, site plans and other written or graphic material of any kind or nature whatsoever generated, collected, prepared or compiled in connection with such investigations, examinations, tests or inspections, excluding (x) Buyer’s internal market or feasibility studies, (y) materials that are subject to confidentiality, and (z) materials that are subject to attorney-client privilege; and

(iii) an instrument in form and substance reasonably satisfactory to Seller transferring and assigning to Seller, without representation or warranty of any kind, all of Buyer’s rights, title and interest in or to the materials described in clause (ii), above.

(c) No information or contents of any environmental reports, and no results of any investigation of the Property, including, but not limited to, the contents of the report issued in connection therewith, shall be disclosed by Buyer or its agents, consultants or employees to any third party (other than Buyer’s investors, principals, agents, attorneys, consultants and/or employees) without Seller’s prior written approval, unless and until Buyer is legally compelled to make such disclosure under applicable laws or until Buyer consummates its purchase of the Property pursuant to this Agreement. Notwithstanding the foregoing, Buyer may disclose such matters to Buyer’s consultants and Related Parties who, in Buyer’s reasonable opinion, must know such information for the purpose of evaluating the same for Buyer as a potential purchaser of the Property. Buyer shall take all reasonably necessary actions to ensure that any Related Parties to whom such documents, items or information are furnished not make the same available or disclose the contents thereof to any person. If this Agreement is terminated for any reason, Buyer shall immediately return to Seller or destroy any and all documents, plans and other items furnished to Buyer or any Related Parties pursuant to this paragraph 17(c) without retaining copies thereof except to the extent necessary to comply with internal record retention policies.    Notwithstanding the foregoing and anything to the contrary in this Agreement, nothing contained herein shall impair Buyer’s (or any of Buyer’s affiliate’s) right to disclose information relating to this Agreement or the Property (a) to any due diligence representatives and/or consultants that are engaged by, work for or are acting on behalf of, any securities dealers and/or broker dealers evaluating Buyer or its Affiliates, (b) in connection with any filings (including any amendment or supplement to any S-11 filing) with governmental agencies (including the United States Securities and Exchange Commission) by any REIT holding an interest (direct or indirect) in Buyer, and (c) to any broker/dealers in the Buyer’s or any REIT’s broker/dealer network and any of the REIT’s or Buyer’s investors. In addition, notwithstanding anything to the contrary in this Agreement, any person may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to such tax treatment or tax structure. The provisions of this paragraph 17(c) shall survive the consummation of the purchase and sale of the Property on the Closing Date hereunder or any termination or cancellation of this Agreement.

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(d) All studies, data, reports, analyses, writings and communications, including, without limitation, any environmental reports, shall be generated by any consultant for the use of Buyer’s and Seller’s attorneys and, to the fullest extent permitted by law, shall be the work product of both Buyer’s and Seller’s respective attorneys and shall constitute confidential attorney/client communications, and each party shall use its best efforts to ensure that such confidentiality and privilege is maintained.

18. Broker and Commission. (a) All negotiations relative to this Agreement and the purchase and sale of the Property as contemplated by and provided for in this Agreement have been conducted by and between Seller and Buyer without the intervention of any person or other party as agent or broker, with the exception of NEWMARK OF SOUTHERN CALIFORNIA, INC., a California corporation (herein called “Broker”), who has acted as agent for Seller. Seller, Buyer and Broker warrant and represent to each other that, other than with regard to Broker, Seller and Buyer have not entered into any agreement or arrangement and have not received services from any broker or broker’s employees or independent contractors which would give rise to any claim of lien or lien against the Property, and there are and will be no broker’s commissions or fees payable in connection with this Agreement or the purchase and sale of the Property by reason of their respective dealings, negotiations or communications except the commission payable to Broker by Seller in accordance with the terms and provisions of a separate agreement between Seller and Broker (herein called the “Commission”). Seller and Buyer shall and do each hereby indemnify, defend and hold harmless each of the others from and against any and all liabilities, damages, losses, costs and expenses (including attorneys’ fees and expenses) in any manner arising out of, by reason of or in connection with the claims, demands, actions and judgments of any and all brokers, agents and other intermediaries alleging a commission, fee or other payment to be owing by reason of their respective dealings, negotiations or communications in connection with this Agreement or the purchase and sale of the Property.

(b) If required by Title Company, Seller shall cause Broker to provide at Closing a sworn affidavit with respect to the payment of the compensation due Broker at Closing in connection with the transactions contemplated by this Agreement and waiving and releasing any and all lien rights with respect to the Property, and running in favor of Buyer, Seller, and Title Company.

19. Limitation on Seller Liability. WITHOUT LIMITATION OF ANY OTHER PROVISIONS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, PARAGRAPH 14(B)), ANY PARTY SEEKING TO ENFORCE ANY DUTY, OBLIGATION, LIABILITY OR RESPONSIBILITY OF SELLER ARISING UNDER THIS AGREEMENT SHALL RELY ON AND LOOK SOLELY TO THE PROPERTY AND THE PROCEEDS THEREOF. SELLER SHALL HAVE NO LIABILITY FOR THE PERFORMANCE OF ANY DUTIES OR OBLIGATIONS OF SELLER UNDER THIS AGREEMENT BEYOND ITS INTEREST IN THE PROPERTY AND THE PROCEEDS THEREOF. BUYER WILL NOT SEEK TO ENFORCE ANY JUDGMENT OBTAINED BY BUYER AGAINST SELLER AGAINST ANY PROPERTY OF SELLER OTHER THAN ITS INTEREST IN THE PROPERTY AND THE PROCEEDS THEREOF, AND BUYER SHALL LOOK SOLELY TO, AND RELY SOLELY ON, ITS INTEREST IN THE PROPERTY AND THE PROCEEDS THEREOF FOR ENFORCEMENT AND SATISFACTION THEREOF. SELLER

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COVENANTS AND AGREES THAT, UNTIL THE EXPIRATION OF THE SURVIVAL PERIOD, SELLER SHALL AT ALL TIMES MAINTAIN UNENCUMBERED LIQUID ASSETS IN AN AMOUNT NO LESS THAN THE LIABILITY CAP. SELLER FURTHER HEREBY ACKNOWLEDGES THAT ITS OBLIGATIONS UNDER THIS AGREEMENT TO INDEMNIFY AND/OR REIMBURSE BUYER FOR ITS DAMAGES RESULTING FROM A MISREPRESENTATION OF SELLER PURSUANT TO THIS AGREEMENT (WHICH IS CAPPED AT THE LIABILITY CAP AND IS OTHERWISE SUBJECT TO ALL OF THE TERMS, CONDITIONS AND LIMITATION SET FORTH IN THIS AGREEMENT) IS AND SHALL BE AFTER CLOSING DEEMED A CONTINGENT, CONDITIONAL AND UNMATURED CONTRACTUAL CLAIM KNOWN TO IT WITHIN THE MEANING OF SECTION 180804(B)(1) OF THE DELAWARE LIMITED LIABILITY ACT, AS AMENDED. THE PROVISIONS OF THIS SECTION 19 SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE DEED.

20. Survival. The provisions of paragraphs 5(f), 6, 11(a), 11(b), 11(c), 11(d), 17, 18, 19, 21, and 23 of this Agreement, and the provisions of clauses (i), (ii) and (iii) of paragraph 5(a) of this Agreement, shall survive the consummation of the purchase and sale of the Property on the Closing Date, the delivery of the Deed and the payment of the Purchase Price, in each case subject to the survival time periods respectively contained therein (if any). Notwithstanding anything to the contrary set forth in this Agreement, the provisions of paragraphs 5(d), 11(a), 11(b), 11(c), 11(d), 17, 18, 19, 21, and 23 of this Agreement and the provisions of clauses (i), (ii) and (iii) of paragraph 5(a) of this Agreement, shall also survive any termination of this Agreement in accordance with its respective terms. Except as expressly set forth in this paragraph 20, this Agreement shall not survive the consummation of the purchase and sale of the Property on the Closing Date, the delivery of the Deed and the payment of the Purchase Price.

21. ERISA Compliance. Buyer is not, and is not acting on behalf of: (i) a “plan”, as defined in Section 3(3) of the Employment Retirement Income Security Act of 1974, as amended (herein called “ERISA”), that is subject to Title I of ERISA; (ii) a “plan”, as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, and which is subject to the fiduciary and prohibited transaction provisions of Section 4975 of the Code (each of the foregoing being herein collectively called a “Plan”); (iii) an entity whose assets include “plan assets” under Department of Labor Regulation 2510.3-101 and Section 3(42) of ERISA by reason of one or more Plan’s investment in such entity; or (iv) a “plan”, as defined in Section 3(3) of ERISA that is not subject to Title I of ERISA. Buyer does not have, and is not acting on behalf of an entity which has, a “party in interest” (as defined in Section 3(14) of ERISA) relationship to Seller or any comparable relationship under state law to Seller. Buyer represents and covenants that the transaction contemplated by this Agreement (and any underlying obligations contemplated by this Agreement) does not and shall not constitute a prohibited transaction under ERISA or a comparable violation of state law. Buyer shall, and does hereby, indemnify, defend and hold harmless Seller and any of its affiliates, and their respective officers, partners, directors, employees or agents (herein collectively called the “Indemnified Parties”) from and against any and all liabilities, damages, losses, costs and expenses (including attorneys’ fees and expenses) in any manner arising out of, by reason of or in connection with any claims,

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demands, actions and judgments arising out of, by reason of or in connection with the untruth of any of the statements, representations and warranties of Buyer set forth in this paragraph 21.

22. Management Matters. Seller shall cause the existing management agreement with Seller’s property manager for the management of the Project and the existing leasing services agreement with Seller’s leasing agent to be terminated immediately upon the Closing.

23. General Provisions.

(a) Notices. Whenever any notice, demand or request is required or permitted under this Agreement, such notice, demand or request shall be in writing and shall be delivered by hand, be sent by registered or certified mail, postage prepaid, return receipt requested, or be sent by nationally recognized commercial courier for next business day delivery, to the addresses set forth below the parties’ respective executions hereof, or to such other addresses as are specified by written notice given in accordance herewith, or shall be transmitted by facsimile to the number for each party set forth below their respective executions hereof, or to such other numbers as are specified by written notice given in accordance herewith, or sent by electronic mail to the electronic mail address for each party set forth below their respective executions hereof, or to such other electronic mail address as are specified by written notice given in accordance herewith. All notices, demands or requests delivered by hand shall be deemed given upon the date so delivered; those given by mailing as hereinabove provided shall be deemed given on the date of deposit in the United States Mail; those given by commercial courier as hereinabove provided shall be deemed given on the date of deposit with the commercial courier; those given by facsimile shall be deemed given on the date of facsimile transmittal; and those given by electronic mail shall be deemed given on the date sent by electronic mail. Nonetheless, the time period, if any, in which a response to any notice, demand or request must be given shall commence to run from the date of receipt of the notice, demand or request by the addressee thereof. Any notice, demand or request not received because of changed address or facsimile number of which no notice was given as hereinabove provided or because of refusal to accept delivery shall be deemed received by the party to whom addressed on the date of hand delivery, on the date of facsimile transmittal, on the first calendar day after deposit with commercial courier, on the date of electronic mail, or on the third calendar day following deposit in the United States Mail, as the case may be.

(b) Facsimile or E-Mail as Writing. The parties expressly acknowledge and agree that, notwithstanding any statutory or decisional law to the contrary, the printed product of a telecopied document or an electronic transmittal of a .pdf shall be deemed to be “written” and a “writing” for all purposes of this Agreement.

(c) Assignment. This Agreement may not be assigned by Buyer, in whole or in part, without the prior written consent of Seller, and any such assignment without the consent of Seller shall be null and void and of no force or effect. Notwithstanding the foregoing provisions, this Agreement may be assigned to any to an entity that is a real estate investment trust (“REIT”) (or that is wholly owned directly or indirectly by a REIT) for which Buyer or an affiliate of Buyer acts as the investment advisor without the prior written consent of Seller, so long as Buyer gives Seller notice of such assignment setting forth the correct name and signature block of such assignee, at least seven (7) days prior to the Closing Date. No assignment shall relieve KBS

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Capital Advisors LLC, a Delaware limited liability (herein called “Original Buyer”) of liability for the performance of Buyer’s duties and obligations under this Agreement unless and until the Closing is consummated, whether arising before or after the date of such assignment or Closing, and Original Buyer and any assignee of Original Buyer hereunder shall be and remain jointly severally liable for such duties and obligations unless and until the Closing is consummated. Subject to the foregoing provisions, this Agreement shall be binding upon and enforceable against, and shall inure to the benefit of, Buyer and Seller and their respective legal representatives, successors and permitted assigns.

(d) Headings. The use of headings, captions and numbers in this Agreement is solely for the convenience of identifying and indexing the various provisions in this Agreement, and shall in no event be considered otherwise in construing or interpreting any provision in this Agreement.

(e) Exhibits. Each and every exhibit referred to or otherwise mentioned in this Agreement is attached to this Agreement, and is and shall be construed to be made a part of this Agreement by such reference or other mention at each point at which such reference or other mention occurs, in the same manner and with the same effect as if each exhibit were set forth in full and at length every time it is referred to or otherwise mentioned.

(f) Defined Terms. Capitalized terms used in this Agreement shall have the meanings ascribed to them at the point where first defined, irrespective of where their use occurs, with the same effect as if the definitions of such terms were set forth in full and at length every time such terms are used.

(g) Pronouns. Wherever appropriate in this Agreement, personal pronouns shall be deemed to include the other genders and the singular to include the plural.

(h) Severability. If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, shall ever be held to be invalid or unenforceable, then in each such event the remainder of this Agreement or the application of such term, covenant, condition or provision to any other person or any other circumstance (other than those as to which it shall be invalid or unenforceable) shall not be thereby affected, and each term, covenant, condition and provision hereof shall remain valid and enforceable to the fullest extent permitted by law.

(i) Non-Waiver. Failure by any party to complain of any action, non-action or breach of any other party shall not constitute a waiver of any aggrieved party’s rights hereunder. Waiver by any party of any right arising from any breach of any other party shall not constitute a waiver of any other right arising from a subsequent breach of the same obligation or for any other default, past, present or future.

(j) Time of Essence; Dates. Time is of the essence of this Agreement. Anywhere a date certain is stated for payment or for performance of any obligation, the day certain so stated enters into and becomes a part of the consideration for this Agreement. If any date set forth in this Agreement shall fall on, or any time period set forth in this Agreement shall expire on, a day which is a Saturday, Sunday or federal or state holiday, such date shall automatically be

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extended to, and the expiration of such time period shall automatically be extended to, the next day which is not a Saturday, Sunday or federal or state holiday. The final day of any time period under this Agreement or any deadline under this Agreement shall be the specified day or date, and shall include the period of time through and including such specified day or date. Any day which is not a Saturday, Sunday or federal or state holiday is herein sometimes called a “Business Day”.

(k) Applicable Law. This Agreement shall be governed by, construed under and interpreted and enforced in accordance with the laws of the State of California.

(l) Entire Agreement; Modification. This Agreement supersedes all prior discussions and agreements between Seller and Buyer with respect to the purchase and sale of the Property and other matters contained herein, and this Agreement contains the sole and entire understanding between Seller and Buyer with respect thereto. This Agreement shall not be modified or amended except by an instrument in writing executed by or on behalf of Seller and Buyer.

(m) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. Executed counterparts may be transmitted by telecopy, email or other electronic means and copies so transmitted when printed shall be deemed originals.

(n) Attorneys’ Fees. In the event of any litigation between Buyer and Seller arising under or in connection with this Agreement, the prevailing party shall be entitled to recover from the other party the expenses of litigation (including reasonable attorneys’ fees, expenses and disbursements) incurred by the prevailing party.

(o) Authority. Each party hereto warrants and represents that such party has full and complete authority to enter into this Agreement and each person executing this Agreement on behalf of a party warrants and represents that he has been fully authorized to execute this Agreement on behalf of such party and that such party is bound by the signature of such representative.

(p) Counsel. Each party hereto warrants and represents that each party has been afforded the opportunity to be represented by counsel of its choice in connection with the execution of this Agreement and has had ample opportunity to read, review, and understand the provisions of this Agreement.

(q) No Construction Against Preparer. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by any court or other governmental or judicial authority by reason of such party’s having or being deemed to have prepared or imposed such provision. Therefore, Seller and Buyer waive the effect of California Civil Code Section 1654 which interprets uncertainties in a contract against the party who drafted the contract.

(r) No Lien. This Agreement is not and shall not be deemed or considered to convey or be an interest in or lien against the Property.

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(s) No Recording. In no event shall this Agreement or any memorandum hereof be recorded by Buyer in any public records, except to the extent required to maintain an action for specific performance, and any such recordation or attempted recordation shall constitute a breach of this Agreement by Buyer.    

(t) ADA Disclosure. Buyer acknowledges that the Project may be subject to the federal Americans With Disabilities Act (herein called the “ADA”). The ADA requires, among other matters, that tenants and/or owners of “public accommodations” remove barriers in order to make the Property accessible to disabled persons and provide auxiliary aids and services for hearing, vision or speech impaired persons. Without limiting the generality of any provision of this Agreement, except as expressly set forth in paragraph 11(d) above. Seller makes no warranty, representation or guarantee of any type or kind with respect to the Project’s compliance with the ADA (or any similar state or local law), and Seller expressly disclaims any such representation.    

(u) Prohibited Person; Buyer’s Funds; Patriot Act.

(i) For purposes of this Agreement, a “Prohibited Person” means any of the following: (i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (herein called the “Executive Order”); (ii) a person or entity owned or controlled by, or acting for or on behalf of any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person or entity that is named as a “specifically designated national” or “blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control    (herein called “OFAC”) at its official website, http://www.treas.gov/offices/enforcement/ofac; (iv) a person or entity that is otherwise the target of any economic sanctions program currently administered by OFAC; or (v) a person or entity that is affiliated with any person or entity identified in the foregoing clauses (i), (ii), (iii), or (iv). Buyer represents and warrants to Seller, knowing that Seller is relying on such representation and warranty, that Buyer nor any person who owns a direct interest in Buyer is not now nor shall be at any time until Closing a Prohibited Person.    

(ii) Buyer has taken and shall continue to take until Closing, such measures as are required by law to assure that the funds used to pay to Seller the Purchase Price are derived (1) from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the laws of the jurisdiction in which they originated; and (2) from permissible sources under United States law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated.

(iii) To the best of Buyer’s knowledge after making due inquiry, neither Buyer nor any Buyer Party, nor any Person providing funds to Buyer (1) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti

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Money Laundering Laws; (2) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws (as defined herein); or (3) has had any of its funds seized or forfeited in any action under any Anti Money Laundering Laws. For purposes of this paragraph 23(u)(iii), the term “Anti-Money Laundering Laws” shall mean laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a United States Financial Institution as defined in 31 U.S.C. 5312, as periodically amended, conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the USA PATRIOT Act of 2001, Pub. L. No. 107-56 (herein called the “Patriot Act”), the Bank Secrecy Act, 31 U.S.C. Section 5311 et seq., the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

(iv) Buyer is in compliance with any and all applicable provisions of the Patriot Act.

(v) Press Release. After Closing, Buyer may issue a press release regarding the sale contemplated by this Agreement so long as such press release is first approved in writing (or via e-mail) by Seller, which approval will not be unreasonably withheld, conditioned or delayed.

(w) Jury Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE BUYER AND SELLER DO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, OR UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE DOCUMENTS DELIVERED BY BUYER AT CLOSING OR SELLER AT CLOSING, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ANY ACTIONS OF EITHER SELLER OR BUYER ARISING OUT OF OR RELATED IN ANY MANNER WITH THIS AGREEMENT OR THE PROPERTY (INCLUDING WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT AND ANY CLAIMS OR DEFENSES ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR SELLER AND BUYER TO ENTER INTO AND ACCEPT THIS AGREEMENT AND THE DOCUMENTS DELIVERED BY BUYER AT CLOSING AND SHALL SURVIVE THE CLOSING OR THE TERMINATION OF THIS AGREEMENT. IF THE FOREGOING JURY TRIAL WAIVER IS DEEMED UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, BUYER AND SELLER AGREE THAT ANY LITIGATION BASED ON THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE RESOLVED BY A GENERAL REFERENCE

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PROCEEDING IN THE STATE OF CALIFORNIA IN ACCORDANCE WITH THE PROVISIONS OF SECTIONS 638 TO 645.2, INCLUSIVE, OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR THEIR SUCCESSOR SECTIONS, EXCEPT AS OTHERWISE MODIFIED HEREIN. BUYER AND SELLER SHALL COOPERATE IN GOOD FAITH TO ENSURE THAT ALL NECESSARY AND APPROPRIATE PARTIES ARE INCLUDED IN THE JUDICIAL REFERENCE PROCEEDING. IN THE EVENT THAT A LEGAL PROCEEDING IS INITIATED BASED ON ANY SUCH DISPUTE, THE FOLLOWING SHALL APPLY: 1) THE PROCEEDING SHALL BE BROUGHT AND HELD IN ORANGE COUNTY UNLESS THE PARTIES AGREE TO A DIFFERENT VENUE; 2) THE PARTIES SHALL USE THE PROCEDURES ADOPTED BY JAMS FOR JUDICIAL REFERENCE AND SELECTION OF A REFEREE (OR ANY OTHER ENTITY OFFERING JUDICIAL REFERENCE DISPUTE RESOLUTION PROCEDURES AS MAY BE MUTUALLY ACCEPTABLE TO THE PARTIES); 3) THE REFEREE MUST BE A RETIRED JUDGE WITH NOT LESS THAN FIFTEEN (15) YEARS EXPERIENCE IN RELEVANT REAL ESTATE MATTERS; 4) THE PARTIES TO THE JUDICIAL REFERENCE PROCEDURE SHALL AGREE UPON A SINGLE REFEREE WHO SHALL HAVE THE POWER TO TRY ANY AND ALL OF THE ISSUES RAISED, WHETHER OF FACT OR OF LAW, WHICH MAY BE PERTINENT TO THE MATTERS IN DISPUTE, AND TO ISSUE A STATEMENT OF DECISION THEREON. ANY DISPUTE REGARDING THE SELECTION OF THE REFEREE SHALL BE RESOLVED BY JAMS OR THE ENTITY PROVIDING THE REFERENCE SERVICES, OR, IF NO ENTITY IS INVOLVED, BY THE COURT IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 AND 640; 5) THE REFEREE SHALL BE AUTHORIZED TO PROVIDE ALL REMEDIES AVAILABLE IN LAW OR EQUITY APPROPRIATE UNDER THE CIRCUMSTANCES OF THE CONTROVERSY; 6) THE REFEREE MAY REQUIRE ONE OR MORE PRE-HEARING CONFERENCES; 7) THE PARTIES SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL OVERSEE DISCOVERY AND MAY ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL COURT JUDGE; 8) A STENOGRAPHIC RECORD OF THE REFERENCE PROCEEDINGS SHALL BE MADE; 9) THE REFEREE’S STATEMENT OF DECISION SHALL CONTAIN FINDINGS OF FACT AND CONCLUSIONS OF LAW TO THE EXTENT APPLICABLE; 10) THE REFEREE SHALL HAVE THE AUTHORITY TO RULE ON ALL POST-HEARING MOTIONS IN THE SAME MANNER AS A TRIAL JUDGE; 11) THE PARTIES SHALL PROMPTLY AND DILIGENTLY COOPERATE WITH EACH OTHER AND THE REFEREE AND PERFORM SUCH ACTS AS MAY BE NECESSARY FOR AN EXPEDITIOUS RESOLUTION OF THE DISPUTE; 12) EXCEPT AS PROVIDED IN PARAGRAPH 23(n) OR AS REQUIRED BY APPLICABLE LAW, EACH PARTY SHALL BEAR 1/2 OF THE COSTS OF THE JUDICIAL REFERENCE PROCEEDING. THE REFEREE MAY NOT AWARD AGAINST EITHER PARTY ANY EXPENSES IN EXCESS OF THOSE THAT WOULD BE RECOVERABLE AS COSTS IF THE DISPUTE HAD BEEN LITIGATED TO FINAL JUDGMENT IN COURT. EXCEPT AS PROVIDED IN PARAGRAPH 23(n), EACH PARTY TO THE JUDICIAL REFERENCE PROCEEDING SHALL BEAR ITS OWN ATTORNEYS’

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FEES AND COSTS IN CONNECTION WITH SUCH PROCEEDING; AND 13) THE STATEMENT OF DECISION OF THE REFEREE UPON ALL OF THE ISSUES CONSIDERED BY THE REFEREE SHALL BE BINDING UPON THE PARTIES, AND UPON FILING OF THE STATEMENT OF DECISION WITH THE CLERK OF THE COURT, OR WITH THE JUDGE WHERE THERE IS NO CLERK, JUDGMENT MAY BE ENTERED THEREON. THE DECISION OF THE REFEREE SHALL BE APPEALABLE AS IF RENDERED BY THE COURT. THIS PROVISION SHALL IN NO WAY BE CONSTRUED TO LIMIT ANY VALID CAUSE OF ACTION, WHICH MAY BE BROUGHT BY ANY OF THE PARTIES.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute and deliver this Agreement, all as of the day and year first written above.

SELLER:
DOF II CITY TOWER, LLC,
a Delaware limited liability company
By:	Torchlight Debt Opportunity II, LLC, its sole   member
	By:	Torchlight Debt Opportunity II GP, LLC, its   managing member
		By:        /s/ Sanford Weintraub
		Name:    Sanford Weintraub
		Title:    Authorized Signatory
Address for notices:
c/o Torchlight Investors, LLC
475 Fifth Avenue
New York, New York 10017
Attention: Luca Montalti
Telephone: (212) 808-3665
Facsimile: (646) 253-9721
E-Mail Address: GMontalti@torchlightinvestors.com
With a copy to:
Kilpatrick Townsend & Stockton LLP
1100 Peachtree Street N.E., Suite 2800
Atlanta, Georgia 30309
Attention: Eric J. Berardi, Esq.
Telephone: (404) 815-6640
Facsimile:  (404) 541-3289
E-Mail Address: eberardi@kilpatricktownsend.com

[Signatures continued on following page]

[Signatures continued from previous page]

BUYER:
KBS CAPITAL ADVISORS LLC
a Delaware limited liability company
By:	/s/ Jeffrey K. Waldvogel
Jeffrey K. Waldvogel
Chief Financial Officer

Address for notices:
KBS Capital Advisors LLC 800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention:	Brian Ragsdale
Telephone:	(949) 797-0305
Facsimile:	(949) 417-6501
Email:	bragdsale@kbs.com
With a copy to:
KBS Capital Advisors LLC 800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention:	Shep Wainwright
Telephone:	(949) 797-0372
Facsimile:	(949) 417-6501
Email:	swainwright@kbs.com
With a copy to:
KBS Capital Advisors LLC 800 Newport Center Drive, Suite 700
Newport Beach, California 92660
Attention:	James Chiboucas, Esq.
Telephone:	(949) 417-6501
Facsimile:	(949) 417-6501
Email:	jchiboucas@kbs.com
With a copy to:
Sheppard Mullin Richter & Hampton LLP 650 Town Center Drive, 4th Floor
Costa Mesa, California 92626
Attention:	Scott A. Morehouse, Esq.
Telephone:	(714) 424-2865
Facsimile:	(714) 428-5995
Email:	smorehouse@sheppardmullin.com

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Escrow Agent executes this Agreement to acknowledge and agree to hold and disburse the Earnest Money in accordance with the terms and provisions of this Agreement.

ESCROW AGENT:
COMMONWEALTH LAND TITLE INSURANCE
COMPANY
By:        /s/ Mary Goetz-Graham
Name:   Mary Goetz-Graham
Title:   Counsel
Address for notices:
Commonwealth Land Title Insurance Company c/o New York Land Services, Inc. 630 Third Avenue 12th Floor
New York, NY 10017
Attn:    Vanessa Cohen
Mary Goetz-Graham
Telephone: (212) 490-2277
Facsimile:   (212) 490-8012
E-mail Address:	Vanessa.cohen@fnf.com
	Mary.Goetz-Graham@fnf.com
File No.: NYLS 106272-CA

EXHIBIT “A”

DESCRIPTION OF PROPERTY

All of that land, together with all improvements thereon and all appurtenances thereto, located in the City of Orange, County of Orange, State of California, described as follows:

PARCEL A:

PARCEL 1 AS SHOWN ON EXHIBIT “B” OF THE LOT LINE ADJUSTMENT NO.LL 97-4, AS EVIDENCED BY THE DOCUMENT RECORDED OCTOBER 15, 1997 AS INSTRUMENT NO. 1997-515999 OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEING ALL OF PARCEL 1 AND A PORTION OF PARCEL 2 OF PARCEL MAP NO.86-411 IN THE CITY OF ORANGE AS SHOWN BY MAP ON FILE IN BOOK 240 OF PARCEL MAPS, PAGES 39 AND 40 THEREOF, RECORDS OF ORANGE COUNTY, CALIFORNIA DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHERLY TERMINUS OF THE MOST WESTERLY OF SAID PARCEL 1, PARCEL MAP NO. 86-411;

THE FOLLOWING FOURTEEN (14) COURSES CONTINUE ALONG THE WESTERLY, NORTHERLY, EASTERLY AND SOUTHERLY LINE OF SAID PARCEL 1:

THENCE NORTH 00° 00’ 00” EAST, A DISTANCE OF 352.95 FEET;

THENCE NORTHERLY ON A TANGENT CURVE CONCAVE EASTERLY, HAVING A RADIUS OF 215.25 FEET, THROUGH AN ANGLE OF 11° 02’ 38”, AN ARC LENGTH OF 41.49 FEET;

THENCE NORTHERLY AND EASTERLY ON A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 107.25 FEET, THROUGH AN ANGLE OF 67° 54’ 44”, AN ARC LENGTH OF 127.12’ (THE INITIAL RADIAL LINE BEARS NORTH 78° 57’ 22” WEST);

THENCE EASTERLY ON A CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 215.25 FEET, THROUGH AN ANGLE OF 11° 02’ 38” AN ARC LENGTH OF 41.49 FEET (THE INITIAL RADIAL LINE BEARS NORTH 11° 02’ 38” WEST);

THENCE SOUTH 90° 00’ 00” EAST, A DISTANCE OF 99.30 FEET;

THENCE EASTERLY ON A TANGENT CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 45.50 FEET, THROUGH AN ANGLE OF 18° 26’ 47”, AN ARC LENGTH OF 14.65 FEET;

THENCE SOUTH 71° 33’ 13” EAST, A DISTANCE OF 16.58 FEET;

Exhibit A - 1

THENCE EASTERLY ON A TANGENT CURVE CONCAVE NORTHERLY, HAVING A RADIUS OF 47.00 FEET, THROUGH AN ANGLE OF 18° 26’ 47“AN ARC LENGTH OF 15.13 FEET;

THENCE SOUTH 90° 00’ 00” EAST, A DISTANCE OF 55.00 FEET;

THENCE SOUTHEASTERLY ON A TANGENT CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 31.25 FEET, THROUGH AN ANGLE OF 69° 47’ 37”, AN ARC LENGTH OF 38.07 FEET;

THENCE SOUTHEASTERLY ON A CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 453.17 FEET, THROUGH AN ANGLE OF 12° 46’ 37”, AN ARC LENGTH OF 101.06 FEET (THE INITIAL RADIAL LINE BEARS SOUTH 69° 47’ 37” WEST);

THENCE SOUTH 32° 59’ 00” EAST, A DISTANCE OF 242.94 FEET TO THE SOUTHEASTERLY CORNER OF SAID PARCEL 1;

THENCE NORTH 90° 00’ 00” WEST, A DISTANCE OF 121.09 FEET;

THENCE SOUTH 00° 00’ 00” WEST, A DISTANCE OF 39.35 FEET;

THENCE LEAVING SAID EASTERLY LINE OF SAID PARCEL 1 SOUTH 90° 00’ 00” EAST, A DISTANCE OF 10.00 FEET;

THENCE SOUTH 00° 00’ 00” WEST, A DISTANCE OF 26.41 FEET;

THENCE SOUTHEASTERLY ON A NON-TANGENT CURVE CONCAVE EASTERLY, HAVING A RADIUS OF 64.00 FEET, THROUGH AN ANGLE OF 13° 29’ 09”, AN ARC LENGTH OF 15.06 FEET (THE INITIAL RADIAL LINE BEARS SOUTH 75° 06’ 55” WEST);

THENCE SOUTH 28° 22’ 14” EAST, A DISTANCE OF 9.96 FEET;

THENCE SOUTHERLY ON A TANGENT CURVE CONCAVE WESTERLY, HAVING A RADIUS OF 196.00 FEET, THROUGH AN ANGLE OF 28° 22’ 14”, AN ARC LENGTH OF 97.01 FEET;

THENCE SOUTH 00° 00’ 42” EAST, A DISTANCE OF 40.96 FEET TO THE SOUTHERLY LINE OF SAID PARCEL 2, PARCEL MAP NO. 86-411; THENCE NORTHWESTERLY ALONG SAID SOUTHERLY LINE OF PARCEL 2 AND THE SOUTHERLY LINE OF SAID PARCEL 1, ON A NON-TANGENT CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 281.75 FEET, THROUGH AN ANGLE OF 27° 56’ 08”, AN ARC LENGTH OF 137.37 FEET (THE INITIAL RADIAL LINE BEARS NORTH 27° 56’ 08” EAST);

THE FOLLOWING TWO (2) COURSES CONTINUE ALONG SAID SOUTHERLY OF PARCEL 1, PARCEL MAP NO. 86-411:

THENCE NORTH 90° 00’ 00” WEST, A DISTANCE OF 295.46 FEET;

Exhibit A - 2

THENCE NORTHWESTERLY ON A TANGENT CURVE, CONCAVE NORTHEASTERLY HAVING A RADIUS OF 31.25 FEET, THROUGH AN ANGLE OF 90° 00’ 00”, AN ARC LENGTH OF 49.09 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED PARCEL OF LAND CONTAINS 5.07 ACRES, MORE OR LESS.

PARCEL B:

INTENTIONALLY DELETED

PARCEL C:

A NONEXCLUSIVE EASEMENT FOR PEDESTRIAN AND VEHICULAR INGRESS, EGRESS, ACCESS, CIRCULATION AND SURFACE DRAINAGE OVER THE REAL PROPERTY DESCRIBED IN THAT CERTAIN ROADWAY EASEMENT AGREEMENT RECORDED APRIL 10, 1997 AS INSTRUMENT NO. 19970165666 OF OFFICIAL RECORDS OF ORANGE COUNTY, STATE OF CALIFORNIA.

APN: 231-061-50

Exhibit A - 3

EXHIBIT “B”

RENT ROLL

See Attached.

Exhibit B

EXHIBIT “C”

SCHEDULE OF SERVICE AGREEMENTS

VENDOR	SERVICE
California Coast Plumbers	Backflow annual testing & repairs
Horizon Lighting	Electrical/Lighting
ABM Electrical Power Services	Electrical/Infrared Inspection
Otis Elevator Company	Elevator Maintenance
Able Engineering Services	Engineers
Seismic Systems Service	EQ/Accelerograph Maintenance
Red Hawk Fire & Security	Fire Alarm Monitoring
Fire Safety First	Fire Sprinkler/Alarm Testing/Fire Extinguishers
Duthie Power Services	Fire pump & emergency generator annual testing
EMCOR/Mesa Energy Systems, Inc.	HVAC/Automation Maintenance
Able Building Maintenance	Janitorial/Porters
Staples Business Advantage	Janitorial Supplies
BrightView Landscape Services (formerly ValleyCrest)	Landscaping-Exterior
Natural Ambiance, Inc.	Landscaping-Interior
Aames Lock	Locks/Keys
Marble West	Marble Maintenance
SunStar Building Services	Metal Maintenance
ACE Parking	Parking management (corporate)
ACE Parking	Parking management (on site)
Orkin Exterminating	Pest Control
Earl Potts	Plumbing
Beach West Plumbing	Plumbing/Backflow
TSCM Corp.	Pressure Washing/Parking Lot Sweeping

Exhibit C - 1

VENDOR	SERVICE
Allied Universal Services	Security Guards: 24/7 & daytime parking guard
AT&T	Telephones
Tank Specialists of California	Underground Storage Tank Inspections/Testing
Water Systems Maintenance, Inc.	Water fountain (Ext) maintenance
Aquatrol (division of Momar, Inc.)	Water treatment
MPM Building Services, Inc.	Window Cleaning
Stoddard’s Restoration Services	Wood Restoration

Exhibit C - 2

EXHIBIT “D”

ESCROW PROVISIONS

1. In performing any of its duties hereunder, Escrow Agent shall not incur any liability to anyone for any damages, losses or expenses, including, without limitation (i) any action taken or omitted upon advice of its legal counsel given with respect to any questions relating to the duties and responsibilities of Escrow Agent under this agreement; or (ii) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this agreement. Escrow Agent may rely upon any instrument, pursuant to clause (ii) in the preceding sentence, as being duly executed, valid and effective, and as containing accurate information and genuine signatures.

2. Notwithstanding anything in this agreement to the contrary, in the event of (a) a dispute between Seller and Buyer arising prior to or at the time of the delivery or other disposition of the Earnest Money by Escrow Agent pursuant hereto, which dispute shall be sufficient, in the sole discretion of Escrow Agent, to justify its doing so; (b) any dispute arises with respect to this Escrow Agreement, whether such dispute arises between the parties hereto or between the parties hereto and other persons, Escrow Agent is authorized to tender the Earnest Money into the registry or custody of any court of competent jurisdiction, together with such legal pleadings as it may deem appropriate, and thereupon Escrow Agent shall be discharged from all further duties and liabilities under this agreement. Any such legal action may be brought in such court as Escrow Agent shall determine to have jurisdiction thereof. Escrow Agent’s determination of whether a dispute exists between Seller and Buyer shall be binding and conclusive upon all parties hereto, notwithstanding any contention that no dispute exists. All costs and expenses incurred by Escrow Agent in taking any action pursuant to this paragraph shall be covered by and paid pursuant to the indemnification of Escrow Agent contained in the following paragraph.

3. Buyer and Seller shall, and do hereby, jointly and severally indemnify, defend and hold Escrow Agent harmless from, against and in respect of: (i) any and all demands, judgments, expenses, costs, losses, injuries or claims of any kind whatsoever whether existing on the date hereof or hereafter arising, incurred by Escrow Agent by reason of, from or in connection with this agreement or any action taken or not taken by Escrow Agent under or in connection with this agreement, except to the extent caused by Escrow Agent’s willful misconduct or gross negligence, or by Escrow Agent’s grossly negligent mishandling of funds; and (ii) any and all counsel fees, expenses, disbursements of counsel, amounts of judgments, demands, assessments, costs, fines or penalties, and amounts paid in compromise or settlement, incurred or sustained by Escrow Agent by reason of, in connection with or as a result of any claim, demand, action, suit, investigation or proceeding (or any appeal thereof or relating thereto or other review thereof) incident to the matters covered by the immediately preceding clause (i), except to the extent cause by Escrow Agent’s willful misconduct or gross negligence, or by Escrow Agent’s grossly negligent mishandling of funds.

4. If Escrow Agent is made a party to any judicial, nonjudicial or administrative action, hearing or process based on the acts of Buyer and Seller and not on the willful misconduct and/or gross negligence of Escrow Agent in performing its duties hereunder, then the

Exhibit D-1

losing party shall indemnify, save and hold harmless Escrow Agent from the expenses, costs and reasonable attorneys’ fees incurred by Escrow Agent in responding to such action, hearing or process.

5. If Escrow Agent shall notify Seller and Buyer of its desire to be relieved of any further duties and liabilities hereunder, then Escrow Agent shall deliver the Earnest Money to a successor escrow agent designated by Seller and Buyer. If Seller and Buyer shall fail to agree upon and designate a successor escrow agent within ten (10) days after having been requested by Escrow Agent to do so, then Escrow Agent shall in its discretion designate the successor escrow agent. The successor escrow agent designated by Seller and Buyer or by Escrow Agent, as the case may be, shall be a title insurance company, bank or trust company having trust powers in good standing and located in New York, and shall agree to be bound by all the terms and conditions of this agreement. Immediately upon agreement by the successor escrow agent to be bound by all the terms and conditions of this agreement, the original Escrow Agent shall be relieved of any and all duties and liabilities under or in connection with this agreement; provided, however, that no successor escrow agent shall assume any liability for the acts or omissions of its predecessor escrow agent(s) hereunder.

6. Buyer and Seller acknowledge and agree that the duties of Escrow Agent are purely ministerial in nature, that Escrow Agent is acting as an accommodation to both Buyer and Seller, and that Escrow Agent, in performing its duties, shall not be liable for any loss or impairment of the Deposit deposited with a federally insured financial institution, resulting from the failure, insolvency, or suspension of the depositary. Buyer and Seller acknowledge that they are aware that the Federal Deposit Insurance Corporation (FDIC) coverage applies only to a cumulative maximum amount for each individual depositor for all of depositor’s accounts at the same or related institution. Buyer and Seller are further aware that Escrow Agent is not responsible for levies by taxing authorities based upon the taxpayer identification number used to establish this interest bearing account.

7. The agency created in Escrow Agent hereby is coupled with an interest of Seller and Buyer and shall be binding upon and enforceable against the respective heirs, successors, legal representatives and assigns of Seller and Buyer. This agency shall not be revoked or terminated by reason of the death, incompetence, dissolution or liquidation of Seller or Buyer, but shall continue to be binding upon and enforceable against the respective heirs, successors, legal representatives and assigns of Seller and Buyer in the manner provided herein. In the event of the death, incompetence, dissolution or liquidation of Seller or Buyer, Escrow Agent may rely and act upon any notices permitted or required to be given hereunder from any person, firm, partnership or corporation believed by Escrow Agent in good faith to be the heir, successor, legal representative or assign of such dissolved or liquidated party.

Exhibit D-2

EXHIBIT “E”

SCHEDULE OF PERMITTED EXCEPTIONS

1. All taxes and assessments for the year 2018 and subsequent years not yet due and payable, and any additional taxes which result from a reassessment of the Property.

2. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to:	Southern California Edison Company
Purpose:	Public utilities and incidental purposes
Recording Date:	May 21, 1969
Recording No:	Book 8963, Page 110 of Official Records

A partial Quitclaim of said easement recorded September 14, 1983 as Instrument No. 83-403638 of Official Records of Orange County, California (“Official Records”).

The effect of a Consent to build encroachment recorded August 23, 2004 as Instrument No. 2004000762214 of Official Records.

3. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to:	Southern California Edison Company
Purpose:	Public utilities and incidental purposes
Recording Date:	July 22, 1974
Recording No:	Book 11201, Page 1352 of Official Records

4. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to:	Terrace Associates, Inc., a California limited partnership
Purpose:	Street purposes, including pedestrian and vehicular ingress and
	egress and incidental purposes
Recording Date:	January 24, 1983
Recording No:	83-035036 of Official Records

5. The fact that the land lies within the boundaries of the Southwest Redevelopment Project Area, as disclosed by the document recorded November 26, 1984 as Instrument No. 84- 491471 of Official Records.

Exhibit E - 1

6. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to:	Southern California Edison Company
Purpose:	Public utilities and incidental purposes
Recording Date:	April 14, 1987
Recording No:	87-203499 of Official Records

7. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to:	Southern California Edison Company
Purpose:	Public utilities and incidental purposes
Recording Date:	August 17, 1987
Recording No:	87-466147 of Official Records

8. The terms and provisions contained in the document entitled “The City Covenants, Conditions and Restrictions” recorded April 10, 1997 as Instrument No. 19970165663 of Official Records.

Document(s) declaring modifications thereof recorded January 21, 1998 as Instrument No. 19980033259 and January 21, 1998 as Instrument No. 19980033260, both of Official Records.

9. The terms, provisions and easement(s) contained in the document entitled “Roadway Easement Agreement” recorded April 10, 1997 as Instrument No. 19970165666 of Official Records.

10. The terms and provisions contained in the document entitled “Declaration of Utility Line Easement” recorded July 11, 1996 as Instrument No. 96-19960354693 of Official Records.

11. Matters contained in that certain document:

Entitled:	Agreement Re Roadway Easement Agreement and Covenants,
	Conditions and Restrictions
Recording Date:	August 27, 2008
Recording No:	2008000406578 of Official Records

12. Rights of tenants in possession under unrecorded leases, if any, as tenants only, with no option to purchase or right of first refusal.

13. The terms and provision contained in the document entitled “Easement and Maintenance Agreement” recorded July 28, 1986 as Instrument No. 86-326469 of Official Records.

Exhibit E - 2

EXHIBIT “F”

FORMS OF CLOSING DOCUMENTS

Schedule “1” to Exhibit “F” – Form of Deed

Schedule “2” to Exhibit “F” – Form of Quitclaim Bill of Sale

Schedule “3” to Exhibit “F” – Form of Lease Assignment

Schedule “4” to Exhibit “F” – Form of General Assignment

Schedule “5” to Exhibit “F” – Form of Seller’s Affidavit

Schedule “6” to Exhibit “F” – Form of Certificate and Affidavit of Non-Foreign Status

Schedule “7” to Exhibit “F” – Form of 1099-S Request for Taxpayer Identification number and                                                   Certification and Acknowledgement

Schedule “8” to Exhibit “F” – Form of Tenant Notice Letter

Schedule “9” to Exhibit “F” – Form of Seller Representations and Warranties Certificate

Schedule “10” to Exhibit “F” – Form of Buyer Representations and Warranties Certificate

Schedule “11” to Exhibit “F” – Form of Roadway Easement Agreement Notice Letter

Schedule “12” to Exhibit “F” – Form of Declaration of Utility Line Easement Notice Letter

SCHEDULE “1” TO EXHIBIT “F”

FORM OF DEED

RECORDING REQUESTED BY, AND
WHEN RECORDED RETURN DEED
AND MAIL TAX STATEMENTS TO:
Attention:
APN: 231-061-50
	SPACE ABOVE THIS LINE FOR RECORDER’S USE

GRANT DEED

THE UNDERSIGNED GRANTOR(s) DECLARE(s):

DOCUMENTARY TRANSFER TAX is $                     . CITY TAX $                     .

☐ Computed on full value of property conveyed, or * Computed on full value less value of liens or encumbrances remaining at time of sale,

☐ Unincorporated area: ☐ City of                     , and

FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, DOF II CITY TOWER LLC, a Delaware limited liability company (“Grantor”), hereby grants to                                                                              , that certain real property, including all improvements thereon, located in the City of Orange, County of Orange,, State of California, more particularly described in Exhibit “A” attached hereto and made a part hereof, subject to all matters of record, including, without limitation, the encumbrances set forth in Exhibit “B” attached hereto.

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Dated:	GRANTOR:
	DOF II CITY TOWER, LLC,
	a Delaware limited liability company
	By:	Torchlight Debt Opportunity II, LLC,
		its sole member
		By:      Torchlight Debt Opportunity II GP, LLC,
		its managing member
		By:
		Name:
		Title: Authorized Signatory

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )

COUNTY OF                        )

On                     , 201_, before me, (name and title of the officer), personally appeared, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

SCHEDULE “2” TO EXHIBIT “F”

FORM OF QUITCLAIM BILL OF SALE

FOR VALUE RECEIVED, the undersigned, DOF II CITY TOWER,    LLC, a Delaware limited liability company, hereinafter collectively called “Seller”, does hereby sell, transfer and convey unto                                                                                  , a                                                                          , hereinafter with its legal representatives, successors and assigns being called “Buyer” (the words “Seller” and “Buyer” to include the neuter, masculine and feminine genders, and the singular and plural), all right, title and interest of Seller in and to the goods, equipment, machinery, apparatus, fittings, furniture, furnishings and other personal property owned by Seller and located on certain real property situated in the County of Orange, California, and being more particularly described on Exhibit “A” attached hereto and incorporated herein by reference (hereinafter called the “Land”), but specifically excluding any such items owned by tenants of the Land or the improvements located thereon, all of which is hereinafter collectively called the “Personalty”.

The Personalty is conveyed by Seller and accepted by Buyer subject to the provisions of paragraphs 1(a)(iii) and 11 of that certain Purchase and Sale Agreement dated January 16, 2018 between Seller and Buyer.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, Seller has caused its duly authorized representative to execute this Quitclaim Bill of Sale, and to deliver this Quitclaim Bill of Sale to Buyer, all as of the _____ day of ______________, 201__.

SELLER:

DOF II CITY TOWER, LLC,

a Delaware limited liability company

By:    Torchlight Debt Opportunity II, LLC,

          its sole member

          By:     Torchlight Debt Opportunity II GP, LLC,

                       its managing member

By:
	Name:
	Title: Authorized Signatory

SCHEDULE “3” TO EXHIBIT “F”

FORM OF LEASE ASSIGNMENT

FOR VALUE RECEIVED, DOF II CITY TOWER, LLC, a Delaware limited liability company, hereinafter called “Assignor”, does hereby sell, convey, transfer and assign to                                                                                                                           , a                                                      , hereinafter with its legal representatives, successors and assigns being called “Assignee” (the words “Assignor” and “Assignee” to include the neuter, masculine and feminine genders, and the singular and the plural), all of the right, title and interest of Assignor in, to and under all of the tenant leases set forth on the rent roll attached hereto as Exhibit “A”, attached hereto and incorporated herein by reference, hereinafter called the “Tenant Leases”, with respect to that certain piece, parcel or tract of land situated in the County of Orange, California, as more particularly described on Exhibit “B”, attached hereto and incorporated herein by reference.

Assignee hereby assumes and agrees to perform all of the duties and obligations of the “lessor” or “landlord” under the Tenant Leases arising from and after the date hereof.

This assignment may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

This assignment shall be governed by, construed under and interpreted and enforced in accordance with the laws of the State of California.

[Remainder of page left blank intentionally]

IN WITNESS WHEREOF, Assignor and Assignee have caused their duly authorized representatives to execute this Lease Assignment, and to deliver this Lease Assignment, all as of the          day of                         , 201      .

ASSIGNOR:

                            DOF II CITY TOWER, LLC,

a Delaware limited liability company                                            

By:	Torchlight Debt Opportunity II, LLC,
	its sole member
	By:     Torchlight Debt Opportunity II GP, LLC,
	its managing member
	By:
	Name:
	Title:   Authorized Signatory

[Signatures continued on following page]

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ASSIGNEE:
,
a
By:
	Name:
	Title:

SCHEDULE “4” TO EXHIBIT “F”

FORM OF GENERAL ASSIGNMENT

THIS GENERAL ASSIGNMENT, hereinafter called this “General Assignment”, is made and delivered as of the          day of                 , 201    , by DOF II CITY TOWER, LLC, , a Delaware limited liability company, hereinafter collectively called “Assignor”, in favor of                                                                                                               ,            a                                                              , hereinafter called “Assignee”. The words “Assignor” and “Assignee” include the neuter, masculine and feminine genders, and the singular and plural.

W I T N E S S E T H:

WHEREAS, Assignor has on the date hereof conveyed unto Assignee certain real property more particularly described on Exhibit “A”, attached hereto and incorporated herein by reference, hereinafter called the “Property”; and

WHEREAS, in connection with the conveyance of the Property, Assignor and Assignee intend that certain related assets be assigned and transferred by Assignor to Assignee.

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

1. Service Agreements; Construction Contracts. Assignor does hereby transfer, assign, convey and set over unto Assignee all, if any, of the right, title and interest of Assignor in, to and under (i) all service and other contracts and agreements scheduled and identified on Exhibit “B”, attached hereto and incorporated herein by reference, but only to the extent assignable by Assignor by their respective terms, hereinafter collectively called the “Assigned Service Agreements,” (ii) the construction contracts scheduled and identified on Exhibit “C”, attached hereto and incorporated herein by reference, hereinafter collectively called the “Assigned Construction Contracts” and (iii) all warranties, permits and intangibles. Assignee assumes and agrees to perform the obligations of Assignor under the Assigned Service Agreements and the Assigned Construction Contracts on and after the date hereof.

2. Plans. Assignor does hereby transfer, assign, convey and set over unto Assignee all, if any, of the right, title and interest of Assignor in, to and under any architectural plans for the Improvements.

3. Successors and Assigns. This General Assignment shall be binding upon and enforceable against, and shall inure to the benefit of, the parties hereto and their respective successors, legal representatives and assigns.

4. Governing Law. This General Assignment shall be governed by, construed under and interpreted and enforced in accordance with the laws of the State of California.

5. Counterparts. This General Assignment may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, Assignor and Assignee have caused their respective duly authorized representatives to execute this General Assignment, and to deliver this General Assignment, all the day and year first written above.

ASSIGNOR: DOF II CITY TOWER, LLC, a Delaware limited liability company
By:	Torchlight Debt Opportunity II, LLC,
	its sole member
	By:	Torchlight Debt Opportunity II GP, LLC,
		its managing member
		By:
			Name:
			Title:	Authorized Signatory

[Signatures continued on following page]

[Signatures continued from previous page]

ASSIGNEE:
,
a
By:
	Name:
	Title:

SCHEDULE “5” TO EXHIBIT “F”

FORM OF SELLER’S AFFIDAVIT

STATE OF NEW YORK

COUNTY OF NEW YORK

Personally appeared before me _______________ (herein called “Deponent”) who, being duly sworn according to law, deposes and says on oath, to the best of his knowledge, as follows:

1. That Deponent is the Authorized Signatory for Torchlight Debt Opportunity II GP, LLC, the managing member of Torchlight Debt Opportunity II, LLC, the sole member of DOF II CITY TOWER, LLC, a Delaware limited liability company (herein called the “Owner”), and is duly authorized to execute this affidavit in his capacity on behalf of the Owner.

2. That Owner is the owner of certain real estate (the “Property”), a description of which is attached hereto as Exhibit “A” and made a part hereof by this reference, and the Owner has not conveyed or encumbered the Property subsequent to ____________, 201__.

3. That Owner has been in open, exclusive, notorious, continuous, adverse and peaceable possession of the Property since ______________, 201__ and that the title thereto has never been disputed, questioned or rejected or title insurance thereon refused.

4. That there are no tenants or other occupants in possession of the Property as of the date hereof other than those tenants identified on the Rent Roll attached hereto as Exhibit “B” (the “Existing Tenants”).

5 That there is no outstanding indebtedness for equipment, appliances or other fixtures attached to the Property, except as set forth on Exhibit “C”, attached hereto and made a part hereof by this reference.

6. That there are no disputes concerning the location of the lines and corners.

7. Except for improvements made by or at the direction of the Existing Tenants, that no improvements or repairs have been made on said Property during the _____ days immediately preceding the date hereof by or at the instance of the Owner for which full payment has not been made; that there are no outstanding bills incurred for labor or materials used in making improvement or repairs on said Property or for services of architects, surveyors, or engineers incurred in connection therewith except for usual and customary bills for such labor or materials which may be outstanding as of the date hereof and for which the Owner agrees to pay when due.

8. That there are no pending suits, judgments, bankruptcies, executions, liens for past due taxes, liens for past due water and sewer services, assessments or encumbrances that could in any way affect the title to the Property, or constitute a lien or encumbrance thereon except as set forth in Schedule B of the Policy.

9. This affidavit is executed with the knowledge that it will be relied upon by the title insurer and the purchaser of the Property.

Print Name:                                                                                  ,

solely in his/her capacity as Authorized Signatory for Torchlight Debt Opportunity II GP, LLC, the Managing Member of Torchlight Debt Opportunity II, LLC, the Member of DOF II CITY TOWER, LLC

STATE OF NEW YORK

COUNTY OF NEW YORK

Signed and sworn to (or affirmed) before me this day by _______________, ______________________________________.

Date: ______________, 201__

Notary Public

Printed Name:________________________

My Commission Expires:_______________

Exhibit “A”

To

Seller’s Affidavit

Legal Description of the Property

Exhibit “B”

To

Seller’s Affidavit

Leases

SCHEDULE “6” TO EXHIBIT “F”

FORM OF CERTIFICATE AND AFFIDAVIT OF NON-FOREIGN STATUS

STATE OF NEW YORK

COUNTY OF NEW YORK

The undersigned, being duly sworn, hereby deposes, certifies and states on oath as follows:

That the undersigned is an Authorized Signatory of Torchlight Debt Opportunity II GP, LLC, a Delaware limited liability company (the “Transferor”), which is the Managing Member of Torchlight Debt Opportunity II, LLC, a Delaware limited liability company, which is the Sole Member of DOF II CITY TOWER, LLC, a Delaware limited liability company (the “LLC”), and is duly authorized to execute this Affidavit in his/her representative capacity on behalf of Transferor as well as in his individual capacity;

That the principal place of business, principal office and chief executive office of the Transferor is located at the following address: c/o Torchlight Investors, LLC, 475 Fifth Avenue, New York, New York 10017;

That the LLC is a limited liability company duly organized and validly existing under the laws of the State of Delaware and is a “disregarded entity” as defined in Section 1445 of the Code;

That the Transferor is a limited liability company duly organized and validly existing under the laws of the State of Delaware;

That the Transferor is not a “foreign corporation”, “foreign partnership”, “foreign trust”, or “foreign estate”, as such terms are defined in the United States Internal Revenue Code of 1986, as amended (the “Code”), and Regulations promulgated thereunder, is not otherwise a “foreign person” as defined in Section 1445 of the Code, and is not a “disregarded entity” as defined in Section 1445 of the Code;

That the Transferor’s United States taxpayer identifying number (Employer  Identification Number) is                     ;

That the LLC’s United States taxpayer identifying number (Employer  Identification Number) is                     ;

That the undersigned is making this Certificate and Affidavit pursuant to the provisions of Section 1445 of the Code in connection with the conveyance of the real property described on Exhibit “A”, attached hereto and incorporated herein by reference, by the Transferor to                                                                                       , a                                                       (the “Transferee”), which conveyance constitutes the disposition by the Transferor of a United

States real property interest, for the purpose of establishing that the Transferee is not required to withhold tax pursuant to Section 1445 of the Code in connection with such disposition; and

That the undersigned acknowledges that this Certificate and Affidavit may be disclosed to the Internal Revenue Service by the Transferee, that this Certificate and Affidavit is made under penalty of perjury, and that any false statement made herein could be punished by fine, imprisonment, or both.

[Remainder of page intentionally left blank]

Under penalty of perjury, I declare that I have examined the foregoing Certificate and Affidavit and hereby certify that it is true, correct and complete.

Print Name:	,
solely in his/her capacity as Authorized Signatory for Torchlight Debt Opportunity II GP, LLC, the Managing Member of Torchlight Debt Opportunity II, LLC, the Sole Member of DOF II CITY TOWER, LLC,

SWORN TO and subscribed before me

this          day of                     , 201    .

Notary Public

My Commission Expires:

(NOTARIAL SEAL)

[Signatures continue on following page]

SCHEDULE “7” TO EXHIBIT “F”

FORM OF 1099-S REQUEST FOR TAXPAYER IDENTIFICATION

NUMBER AND CERTIFICATION AND ACKNOWLEDGMENT

Section 6045(e) of the Internal Revenue Code of 1986, as amended, requires the reporting of certain information with respect to every “real estate transaction,” as defined in Treasury Regulations Section 1.6045-4. You are required by law to provide your correct taxpayer identification number. If you do not provide your correct taxpayer identification number, you may be subject to civil or criminal penalties imposed by law.

From the information you provide below, a Form 1099-S is being produced, and a copy of it will be furnished to the Internal Revenue Service (herein called the “IRS”) within the times provided under the applicable provisions of the Internal Revenue Code of 1986, and the regulations promulgated thereunder.

Closing Date:	, 201
Seller’s Name:	DOF II CITY TOWER, LLC, a Delaware limited liability company
Seller’s Street Address:	c/o Torchlight Investors, LLC
	475 Fifth Avenue
	New York, New York 10017
	Attention: Gianluca Montalti

Address of Legal Description of Property Conveyed:

ALL THAT TRACT OR PARCEL of land lying in County of Orange, California, and being more particularly described on Exhibit “A” attached hereto.

Gross Proceeds from Sale:	$
Seller’s Taxpayer Identification Number:

Has Seller received, or will Seller receive, property or services as part of the consideration for this sale?

YES                          NO     X    

[Remainder of page left blank intentionally]

Under penalties of perjury, the undersigned hereby certifies on this          day of                 , 201_, that all of the above information, specifically including the Seller’s taxpayer identification number, is correct.

SELLER:

DOF II CITY TOWER, LLC,

a Delaware limited liability company

By:    Torchlight Debt Opportunity II, LLC,

          its sole member

          By:     Torchlight Debt Opportunity II GP, LLC,

                       its managing member

By:
	Name:
	Title: Authorized Signatory

SCHEDULE “8” TO EXHIBIT “F”

FORM OF TENANT NOTICE LETTER

                         , 201      

Re: City Tower, 333 City Boulevard West, Orange, California

Dear Tenant:

Please be advised that as of the         day of                         , 201      , DOF II CITY TOWER, LLC, a Delaware limited liability company (the “Prior Owner”), has transferred ownership of the property known as “City Tower,” to                                                       (the “New Owner”). All correspondence regarding your lease should hereafter be sent to the New Owner at                                                          .

The New Owner has assumed all obligations of the landlord under your lease from and after the above date. All refundable security deposits in the possession of the Prior Owner have been delivered to the New Owner. Please send all further rental payments under the lease to the New Owner at the following address:                                                                                           , unless otherwise directed by the New Owner.

Thank you very much for your assistance in this matter.

(Signature on following page)

Very truly yours,
PRIOR OWNER:
DOF II CITY TOWER, LLC,
a Delaware limited liability company
By:	Torchlight Debt Opportunity II, LLC,
	its	sole member

By:	Torchlight Debt Opportunity II GP, LLC,
	its managing member
	By:
		Name:
		Title:    Authorized Signatory

SCHEDULE “9” TO EXHIBIT “F”

FORM OF SELLER REPRESENTATIONS AND WARRANTIES CERTIFICATE

THIS CERTIFICATE (herein called this “Certificate”) is made this              day of                                     , 2018, by DOF II CITY TOWER LLC, a Delaware limited liability company (herein called “Seller”), for the benefit of                                                                                                                                                                                     , a                                                                                        (herein called “Buyer”), in connection with the closing this date of the purchase and sale transaction contemplated by that certain Purchase and Sale Agreement dated                                                  , 2018 between Seller and Buyer (the “Agreement”), pertaining to the purchase and sale of certain real property lying as more particularly described on Exhibit “A”, attached hereto and incorporated herein by reference (herein called the “Property”).

Seller does hereby certify to Buyer that, subject to the limitations and qualifications set forth in the Agreement (including, without limitation, paragraphs 11(a) and (d) of the Agreement), the representations and warranties of Seller set forth in paragraphs 11(a) and (d) of the Agreement are true and correct in all material respects as of the date hereof except as follows:                                                                                                          .

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, Seller has caused its duly authorized representative to execute and deliver this Certificate on the day and year first written above.

SELLER:
DOF II CITY TOWER LLC,
a Delaware limited liability company
By:	TORCHLIGHT DEBT OPPORTUNITY II, LLC,
	a Delaware limited liability company,
	Its:	Sole Member
		By:	TORCHLIGHT DEBT OPPORTUNITY III GP, LLC,
			a Delaware limited liability company
			Its:	Managing Member
			By:
				Name:
				Title:    Authorized Signatory

SCHEDULE “10” TO EXHIBIT “F”

FORM OF BUYER REPRESENTATIONS AND WARRANTIES CERTIFICATE

THIS CERTIFICATE (herein called this “Certificate”) is made this              day of                                     , 2018, by                                                                                                        , a                                                                                                    (herein called “Buyer”) for the benefit of DOF II CITY TOWER LLC, a Delaware limited liability company (herein called “Seller”), in connection with the closing this date of the purchase and sale transaction contemplated by that certain Purchase and Sale Agreement dated                                         , 2018 between Seller and Buyer (the “Agreement”), pertaining to the purchase and sale of certain real property lying as more particularly described on Exhibit “A”, attached hereto and incorporated herein by reference (herein called the “Property”).

Buyer does hereby certify to Seller that, subject to the limitations and qualifications set forth in the Agreement, the representations and warranties of Buyer set forth in paragraph 11(c) of the Agreement are true and correct in all material respects as of the date hereof.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, Buyer has caused its duly authorized representative to execute and deliver this Certificate on the day and year first written above.

BUYER:

                                                                      ,

a Delaware limited liability company

By:
	Name:
	Title:

SCHEDULE “11” TO EXHIBIT “F”

FORM OF ROADWAY EASEMENT AGREEMENT NOTICE LETTER

January     , 2018

Re:	City Tower
	3333 City Boulevard West
	Orange, California

Dear                                   :

Please be advised that as of the          day of                                 , 2018, DOF II CITY TOWER LLC, a Delaware limited liability company (the “Prior Owner”), has transferred ownership of the property known as City Tower, located at 333 City Boulevard West, Orange, California (the “Property”), to KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (the “New Owner”). The Property is subject to that certain Roadway Easement Agreement, dated April 9, 1997 and recorded April 10, 1997 in the Official Records of Orange County, California, as Instrument No. 19970165666 (the “Roadway Easement”).

The New Owner has assumed all obligations of the owner under the Roadway Easement to the extent accruing from and after the above date. All correspondence regarding the Roadway Easement should be sent to the New Owner at the following address:                                                                                                                     ,

unless otherwise directed by the New Owner.

Thank you very much for your assistance in this matter.

(Signature on following page)

Very truly yours,
PRIOR OWNER:
DOF II CITY TOWER LLC,
a Delaware limited liability company
By:	TORCHLIGHT DEBT OPPORTUNITY II, LLC,
	a Delaware limited liability company,
	Its:	Sole Member
		By:	TORCHLIGHT DEBT OPPORTUNITY III GP, LLC,
			a Delaware limited liability company
			Its:	Managing Member
			By:
				Name:
				Title:    Authorized Signatory

22

SCHEDULE “12” TO EXHIBIT “F”

FORM OF DECLARATION OF UTILITY LINE EASEMENT NOTICE LETTER

January     , 2018

Re: City Tower

3333 City Boulevard West

Orange, California

Dear                                 :

Please be advised that as of the          day of                     , 2018, DOF II CITY TOWER LLC, a Delaware limited liability company (the “Prior Owner”), has transferred ownership of the property known as City Tower, located at 333 City Boulevard West, Orange, California (the “Property”), to KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (the “New Owner”). The Property is subject to that certain Declaration of Utility Line Easement, dated July 11, 1996 and recorded July 11, 1996 in the Official Records of Orange County, California, as Instrument No. 19960354693 (the “Utility Line Easement”).

The New Owner has assumed all obligations of the owner under the Utility Line Easement to the extent accruing from and after the above date. All correspondence regarding the Utility Line Easement should be sent to the New Owner at the following address:                                                                                                                                                                                         , unless otherwise directed by the New Owner.

Thank you very much for your assistance in this matter.

(Signature on following page)

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Very truly yours,
PRIOR OWNER:
DOF II CITY TOWER LLC,
a Delaware limited liability company
By:	TORCHLIGHT DEBT OPPORTUNITY II, LLC,
	a Delaware limited liability company,
	Its:	Sole Member
		By:	TORCHLIGHT DEBT OPPORTUNITY III GP, LLC,
			a Delaware limited liability company
			Its:	Managing Member
			By:
				Name:
				Title:    Authorized Signatory

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EXHIBIT “G”

DUE DILIGENCE MATERIALS

The Due Diligence Materials shall contain each of the following, to the extent in Seller’s possession or control:

1. all Leases,

2. a current rent roll and aging receivables report,

3. a current operating report containing income and expenses for the current year and three (3) prior years,

4. copies of the property tax bills for the current year and three (3) prior years,

5. the most recent preliminary title report prepared by Title Company,

6. Any pending letters of intent for proposed leases;

7. all Service Agreements,

8. a description of any pending or threatened litigation (other than personal injury claims which are covered by insurance),

9. a list of personal property existing in which Seller has an interest,

10. a current survey of the Property,

11. all existing environmental and soils assessments, correspondence and reports,

12. all building reports, structural reports, engineering data, and plans and specifications, and

13. any existing seismic report for the Property.

EXHIBIT “H”

FORM OF TENANT ESTOPPEL

TENANT ESTOPPEL CERTIFICATE

The undersigned (“Tenant”) hereby certifies to DOF II CITY TOWER LLC, a Delaware limited liability company (“Landlord”), and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company, and its successors and assigns (collectively, “Buyer”), as of the date of this estoppel certificate (“Estoppel Certificate”):

A. Tenant is the Lessee under that certain Lease dated                      relating to Suite                      at City Tower located at 333 City Boulevard West, Orange, California (the “Premises”), together with any amendments thereto (collectively, the “Lease”). A true, complete and accurate copy of the Lease and all amendments, guarantees, security agreements, subleases and other documents pertaining to the Lease are attached to this Estoppel Certificate.

B. The dates of all amendments to the Lease are as follows:                     

C. There are no other agreements, oral or in writing, between Landlord and Tenant with respect to the Premises excepted as identified above.

D. The Lease is in full force and effect and Tenant has accepted and is possession of the Premises.

E. To Tenant’s actual knowledge, there are not any uncured defaults in the performance of Landlord’s obligations under the Lease, and Tenant has no existing claim against Landlord by reason of any default by Landlord in the performance of Landlord’s obligations under the Lease. There are not any uncured defaults in the performance of Tenant’s obligations under the Lease.

F. To Tenant’s actual knowledge, Tenant has no claim or demand against the Landlord.

G. Monthly base rent is equal to $         and has been paid through             , 20    . Percentage rent, if applicable, is calculated as follows:                     .    $         of percentage rent has already been paid to Landlord for the current Lease year.

H. Tenant’s prorata share of the entire property in which the Premises are located, for purposes of allocating operating expenses and real estate taxes is     %. Tenant is obligated to pay its prorate share of (choose one/strike others):

Increases over base year 20    .

Increases over a stipulated amount per square foot         /sf.

All operating expenses and real estate taxes (net lease).

I. Tenant’s security deposit held by Landlord is $                                 in the form of [cash][letter of credit]. Apart from this security deposit, Landlord does not hold any advance payment of rents or any other form of rental or security deposit.

J. Neither the Lease nor any other agreement confers upon Tenant any: (i) option or right to extend the term of the Lease; (ii) right to acquire additional space; or (iii) right to terminate the Lease (apart from any termination right arising out of damage to or condemnation of the Premises) unless and except as described herein:                                              .

K. Tenant has no right or option to purchase any portion of the real property upon which the Premises are situated.

L. Neither Landlord nor any successor or assign of Landlord owes any amount to Tenant. Tenant has no right to any concession (rental or otherwise) or similar compensation pertaining to the Lease or Premises. Tenant has no charge, lien or claim of setoff under the Lease or otherwise against rents or other charges due or to become due under the Lease.

M. All improvements, equipment, trade fixtures and any other items to be constructed or furnished by or at the expense of Landlord for the Premises have been completed or supplied to the satisfaction of Tenant, and all contributions by Landlord to Tenant on account thereof or otherwise have been received by Tenant.

N. There has not been filed by or, to Tenant’s actual knowledge, against Tenant a petition in bankruptcy, voluntary or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or arrangement under bankruptcy laws of the United States or any state thereof, or any other action brought under said bankruptcy laws with respect to Tenant.

O. Tenant has not assigned its interest in the Lease nor has Tenant sublet any portion of the Premises.

P. Tenant has not received notice from any governmental entity or instrumentality indicating that the Premises or the property of which the Premises are a part violate or fail to comply with any governmental or judicial law, order, rule or regulation.

All provisions of the Lease are hereby ratified. Tenant acknowledges that this Estoppel Certificate is being given in order to induce Buyer to purchase the property of which the Premises are a part, and to take on the obligations of Landlord. Buyer and Landlord are entitled to rely upon this Estoppel Certificate.

Dated:                        , 2018

“TENANT”

By:
	(Print Name)                                                                              (Title)

EXHIBIT “I”

BUYER’S 3-14 AUDIT DOCUMENTS

General

• Property operating statements for the most recent full calendar year (2016) and for the current year to date with break out in quarterly intervals (note if the Closing occurs in 2018 current year to date operating statements for 2018 will also be required).

• Trial balances at the end of the most recent full calendar year (12/31/16) and as of the current date (note if the Closing occurs in 2018 trial balances for 2018 will also be required).

• General ledger for the most recent full calendar year and for the current year to date (should include activity for entire year) (note if the Closing occurs in 2018 general ledger for 2018 will also be required).

• Property bank statements and reconciliations as of 12/31/16, 2/29/17, 5/31/17, and 10/31/17 (note if the Closing occurs in 2018 property bank statements and reconciliations as of 12/31/17 will also be required).

Revenues

Access to the following for all revenues for the most recent full calendar year and for the current year to date:    

• Lease agreements including any leases which have expired or were terminated in 2016

• Rent rolls as of 12/31/15 and 12/31/16 (note if the Closing occurs in 2018 rent rolls as of 12/31/17 will also be required).

• Detailed tenant ledger for the latest full calendar year and current year (note if the Closing occurs in 2018 detailed tenant ledger for 2017 will also be required).

• Access to billing invoices and tenant cash receipts for specific tenants (selections to be provided)

Supporting documents and schedules for other revenues (i.e., parking income), if applicable, for the most recent full calendar year and for the current year to date.

Expenses

Access to the following for all expenses for the most recent full calendar year and for the current year to date (note if the Closing occurs in 2018 these items for 2017 will also be required):

• Invoices and check copies (selections to be provided)

• Check registers

• Agreements with Contractors (specific agreements to be requested)

Reimbursable Expenses

Access to the following for the most recent full calendar year and for the current year to date (note if the Closing occurs in 2018 these items for 2017 will also be required):

• CAM calculation to support monthly billings.

• Year-end CAM reconciliation.

Post-closing

Final operating statement, trial balance and general ledger for the current year from January 1 through the date of sale.

EXHIBIT “J-1”

FORM OF ROADWAY EASEMENT ESTOPPEL

            , 2018

TO: KBS Capital Advisors LLC

800 Newport Center Drive, Suite 700

Newport Beach, CA 92660

Attention: Shep Wainwright

Re: Roadway Easement Agreement dated April 9, 1997 and recorded on April 10, 1997 in the Official Records of Orange County, California as Instrument No. 19970165666 (the “Agreement”)

Ladies and Gentlemen:

You have advised us that KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Purchaser”) has entered into a contract with DOF II CITY TOWER LLC, a Delaware limited liability company (“Seller”) to purchase the office building located at 333 City Boulevard West, Orange, California, which building is located on the parcel constituting the “City Tower Property” as such term is defined in the Agreement. The undersigned is the owner of the “Mills Property” as such term is defined in the Agreement. In connection with the proposed sale of the City Tower Property, and an inducement therefore, the undersigned hereby certifies as to the date hereof the following to Purchaser, Purchaser’s successors and assigns, the title company insuring Purchaser’s title as to the City Tower Property, and any prospective lender financing Purchaser’s acquisition of the City Tower Property:

1. The undersigned does not know of any defaults under the Agreement by Seller.

2. To the undersigned’s knowledge, the Agreement has not been assigned, modified, or amended in any way.

3. To the undersigned’s knowledge, the Agreement is in full force and effect,

All terms capitalized but not otherwise defined herein shall have the respective meanings given to such terms in the Agreement. This Estoppel Certificate shall inure to the benefit of Purchaser, the Purchaser’s title insurer and lender and to the benefit of their respective successors and assigns and shall be binding upon the undersigned and its successor and assigns.

Sincerely,
,
a
By
	Name:
	Its:

EXHIBIT “J-2”

FORM OF DECLARATION ESTOPPEL

ESTOPPEL CERTIFICATE

             , 2018

TO:	KBS Capital Advisors LLC
	800 Newport Center Drive, Suite 700
	Newport Beach, CA 92660
	Attention: Shep Wainwright

Re: Declaration of Utility Line Easement dated July 11, 1996 and recorded on July 11, 1996 in the Official Records of Orange County, California as Instrument No. 19960354693 (the “Agreement”)

Ladies and Gentlemen:

You have advised us that KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Purchaser”) has entered into a contract with DOF II CITY TOWER LLC, a Delaware limited liability company (“Seller”) to purchase the office building located at 333 City Boulevard West, Orange, California (“Acquired Property”), which building is located on the parcel constituting a portion of “The City Properties” as such term is defined in the Agreement. The undersigned is the owner of [“500 Building”] [“600 Building”] [“505 Building”] [“3800 Building”] constituting a portion of the “Parkway Properties” as such term is defined in the Agreement. In connection with the proposed sale of the Acquired Property, and an inducement therefore, the undersigned hereby certifies as to the date hereof the following to Purchaser, Purchaser’s successors and assigns, the title company insuring Purchaser’s title as to the Acquired Property, and any prospective lender financing Purchaser’s acquisition of the Acquired Property:

1. All terms capitalized but not otherwise defined herein shall have the respective meanings given to such terms in the Agreement.

2. There are no uncured defaults relating to the Acquired Property under the Agreement, and Seller, as owner of the Acquired Property, has performed in accordance with the Agreement all of its obligations through the date hereof with respect to the Utility Facilities.

3. The Agreement is in full force and effect, and has not been assigned, modified, or amended in anyway, except as set forth as follows:

This Estoppel Certificate shall inure to the benefit of Purchaser, the Purchaser’s title insurer and lender and to the benefit of their respective successors and assigns and shall be binding upon the undersigned and its successor and assigns.

Sincerely,

                                                                                                ,

a                                                                                              

By                                                                                            

Its                                                                                             

Name:                                                                                      

EXHIBIT “K”

21^ST FLOOR CONSTRUCTION WORK

1. Install pass-thru windows in 21st floor balconies for engineering & window washing access.    

2. Install exterior 4 sets (total of 8) of window washing davits and 4 sets (total of 8) davit sockets on 4 balconies on 21st floor permanently.

3. Provide new OPOS (Operating Procedure Outline Sheet).

EX-10.27

Exhibit 10.27

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT

This Assignment and Assumption of Purchase Agreement (“Assignment”) is entered into between KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Assignor”), and KBS SOR CITY CENTER, LLC, a Delaware limited liability company (“Assignee”), as of February 1, 2018 (“Effective Date”).

RECITALS

A. Pursuant to the terms of that certain Purchase and Sale Agreement dated January 17, 2018 by and between DOF II City Tower LLC, a Delaware limited liability company (“Seller”), as seller, and Assignor, as buyer (the “Purchase Agreement”), Assignor agreed to acquire the Property (as such term is defined in the Purchase Agreement).

B. Assignor desires to assign, without recourse, representation or warranty, all of its rights, benefits, liabilities and obligations arising under the Purchase Agreement (and related documents) to Assignee, and Assignee desires to assume all of said rights, benefits, liabilities and obligations subject to the terms of this Assignment.

NOW, THEREFORE, in consideration of the foregoing promises, the mutual undertakings of the parties set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

1. Recitals; Defined Terms. The above recitals are incorporated herein by reference. Capitalized terms used in this Assignment but not otherwise defined herein shall have the respective meanings given such terms in the Purchase Agreement.

2. Assignment and Assumption. Assignor hereby transfers, assigns and conveys to Assignee, without recourse, representation or warranty, express or implied, all of Assignor’s rights, interests, liabilities and obligations in, to and under the Purchase Agreement (and related documents). Assignee hereby assumes all such rights, interests, liabilities and obligations, and joins in all representations, warranties, releases, and indemnities, of Assignor under the Purchase Agreement (and related documents). Assignor agrees it shall not be released from its obligations under the Purchase Agreement as a result of this Assignment unless and until the Closing is consummated, and Assignee and Assignor shall be and remain jointly and severally liable for such obligations unless and until the Closing is consummated. Assignee agrees that its acquisition of the Property pursuant to the Purchase Agreement shall be subject to all terms and conditions thereof, including without limitation all release and as-is provisions of the Purchase Agreement. Notwithstanding the foregoing, (a) Seller shall have the right to deal exclusively with Assignee with respect to all matters pertaining to and/or arising out of the Purchase Agreement, (b) Assignor’s approval or consent shall not be required in connection with any amendment or modification to the Purchase Agreement hereafter entered into by and between Seller and Assignee, and (c) any and all amendments to the Purchase Agreement hereafter entered into by and between Seller and Assignee shall be binding on Assignor.

-1-

3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the parties’ successors and assigns.

4. Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto.

[Signatures on the following page]

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Executed as of the date set forth above.

ASSIGNOR:

KBS CAPITAL ADVISORS LLC,

a Delaware limited liability company

By:	/s/ Jeffrey K. Waldvogel
	Jeffrey K. Waldvogel,
	Chief Financial Officer

ASSIGNEE:

KBS SOR CITY CENTER, LLC,

a Delaware limited liability company

By:	KBS SOR ACQUISITION XXXII, LLC,
	a Delaware limited liability company,
	its sole member

By:	KBS SOR PROPERTIES, LLC,
	a Delaware limited liability company,
	its sole member

By:	KBS SOR (BVI) HOLDINGS, LTD.,
	a British Virgin Islands company limited by shares,
	its sole member

By:	KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP,
	a Delaware limited partnership,
	its sole shareholder

By:	KBS STRATEGIC OPPORTUNITY REIT, INC.,
	a Maryland corporation,
	its sole general partner

By:	/s/ Jeffrey K. Waldvogel
	Jeffrey K. Waldvogel,
	Chief Financial Officer

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in Amendment No. 1 to the Registration Statement (Form S-11 No. 333-214819) and related Prospectus of KBS Strategic Opportunity REIT, Inc. for the registration of $1,000,000,000 of Class T, S, D and I shares of its common stock and to the incorporation by reference therein of our report dated March 10, 2017, with respect to the consolidated financial statements and schedule of KBS Strategic Opportunity REIT, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2016, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Irvine, California

February 9, 2018

EX-23.3

Exhibit 23.3

Consent of Independent Auditors

We consent to the reference to our firm under the caption “Experts” in Amendment No. 1 to the Registration Statement on Form S-11 (No. 333-214819) and related Prospectus of KBS Strategic Opportunity REIT, Inc. for the registration of $1,000,000,000 of shares of its common stock and to the incorporation by reference therein of (i) our report dated July 21, 2016, relating to our audit of the statement of revenues over certain operating expenses of Westpark Portfolio for the year ended December 31, 2015, included in the Form 8-K/A filed with the Securities and Exchange Commission on July 21, 2016, and (ii) our report dated August 11, 2016, relating to our audit of the statement of revenues over certain operating expenses of 353 Sacramento for the year ended December 31, 2015, included in the Form 8-K/A filed with the Securities and Exchange Commission on August 11, 2016.

/s/ Squar Milner LLP

Newport Beach, California

February 9, 2018