Pacific Oak Strategic Opportunity REIT II, Inc. Watch

from 425 29 pages Amended and Restated Advisory Agreement Between Pacific Oak Strategic Opportunity REIT, Inc. and Pacific Oak Capital Advisors, LLC February 19, 2020

from 8-K 3 pages This Letter Agreement Sets Forth Certain Agreements and Understandings That Each of Pacific Oak Capital Advisors, LLC (The “Advisor”) and Pacific Oak Strategic Opportunity REIT II, Inc. (The “Company”) Has Agreed to Undertake in Connection With the Company’s Proposed Business Combination With Pacific Oak Strategic Opportunity REIT, Inc. (The “Merger”) Pursuant to the Agreement and Plan of Merger Among Them and Certain Affiliated Entities Dated as of the Date Hereof (The “Merger Agreement”). Capitalized Terms Used but Not Defined Herein Shall Have the Respective Meanings Given to Such Terms in the Advisory Agreement Between the Company and the Advisor, Dated November 1, 2019 (The “Advisory Agreement”). 1. Disposition Fees. (A) the Advisor Hereby Waives Any Claim for a Disposition Fee in Connection With the Proposed Merger. (B) in the Event the Company Completes a Sale, Including by Means of a Merger or Other Business Combination, in Connection With a Superior Proposal, the Advisor Shall Be Entitled to a Disposition Fee, the Amount of Which Shall Be Calculated as Set Forth in Section 8.03 of the Advisory Agreement. 2. Termination. the Advisor and the Company Hereby Terminate the Advisory Agreement, Effective Upon Consummation of the Merger

from 425 3 pages This Letter Agreement Sets Forth Certain Agreements and Understandings That Each of Pacific Oak Capital Advisors, LLC (The “Advisor”) and Pacific Oak Strategic Opportunity REIT II, Inc. (The “Company”) Has Agreed to Undertake in Connection With the Company’s Proposed Business Combination With Pacific Oak Strategic Opportunity REIT, Inc. (The “Merger”) Pursuant to the Agreement and Plan of Merger Among Them and Certain Affiliated Entities Dated as of the Date Hereof (The “Merger Agreement”). Capitalized Terms Used but Not Defined Herein Shall Have the Respective Meanings Given to Such Terms in the Advisory Agreement Between the Company and the Advisor, Dated November 1, 2019 (The “Advisory Agreement”). 1. Disposition Fees. (A) the Advisor Hereby Waives Any Claim for a Disposition Fee in Connection With the Proposed Merger. (B) in the Event the Company Completes a Sale, Including by Means of a Merger or Other Business Combination, in Connection With a Superior Proposal, the Advisor Shall Be Entitled to a Disposition Fee, the Amount of Which Shall Be Calculated as Set Forth in Section 8.03 of the Advisory Agreement. 2. Termination. the Advisor and the Company Hereby Terminate the Advisory Agreement, Effective Upon Consummation of the Merger

from 10-Q 30 pages Advisory Agreement Between Pacific Oak Strategic Opportunity REIT II, Inc. and Pacific Oak Capital Advisors, LLC November 1, 2019 1

from 10-Q 20 pages Guaranty of Recourse Obligations

from 10-Q 5 pages Promissory Note

from 10-Q 25 pages Recording Requested By: Invesco CMI Investments, L.P., and When Recorded Mail To: Invesco CMI Investments, L.P. C/O Invesco Real Estate 2001 Ross Avenue, Suite 3400 Dallas, Texas 75201 Attention: Susan Mitchell

from 10-Q 31 pages Advisory Agreement Between Kbs Strategic Opportunity REIT II, Inc. and Kbs Capital Advisors LLC October 10, 2018

from POS AM 17 pages Guaranty Agreement

from POS AM 5 pages Promissory Note

from S-11 31 pages Advisory Agreement Between Kbs Strategic Opportunity REIT II, Inc. and Kbs Capital Advisors LLC August 12, 2017

from S-11 4 pages Assignment and Assumption of Contract of Sale

from S-11 107 pages Contract of Sale

from POS AM 5 pages First Amendment to Limited Liability Company Agreement of Kbs Sor II 210 West 31st Street, LLC

from POS AM 70 pages Purchase and Sale Agreement to Assign Eighty Percent (80%) of Ground Lease by and Between Onyx 31st Street, LLC and 210 West 31st Street Owner, LLC Dated as of October 28, 2016

from POS AM 106 pages Limited Liability Company Agreement of Kbs Sor II 210 West 31st Street, LLC

from POS AM 24 pages Multifamily Note Floating Rate - Value-Add Transaction

from 10-Q 161 pages “Sale, Purchase and Escrow Agreement

from 10-Q 94 pages Limited Liability Company Agreement of Kbs Sor II Lofts at Noho Commons, LLC

from 10-Q 31 pages Advisory Agreement Between Kbs Strategic Opportunity REIT II, Inc. and Kbs Capital Advisors LLC August 12, 2016