Pacific Oak Strategic Opportunity REIT, Inc. (Form: 8-K, Received: 09/12/2022 06:01:22)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-K

__________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2022

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

(Exact name of registrant specified in its charter)

______________________________________________________

Maryland

000-54382

26-3842535

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(IRS Employer
Identification No.)

11766 Wilshire Blvd., Suite 1670

Los Angeles, California 90025

(Address of principal executive offices)

Registrant’s telephone number, including area code: (424) 208-8100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. o

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

In June of 2022, Pacific Oak Strategic Opportunity REIT, Inc., a Maryland corporation (the “Company,” “we” or “us”) redeemed, through its wholly owned subsidiary Pacific Oak Residential Trust, Inc. (“PORT”), 510,816 Special Common Units of PORT OP LP, a consolidated subsidiary of the Company and the operating partnership of PORT (“PORT OP”), representing approximately 3.20% interest, held by a subsidiary of Pacific Oak Capital Advisors, LLC, the Company’s external advisor (the “Advisor”). Following the redemption, the Company, through PORT, owned 100% of PORT OP. In July of 2022, the Company also acquired, through PORT OP, all of the outstanding common stock of Pacific Oak Residential Trust II, Inc. (“PORT II”), a separate program formerly advised by an affiliate of the Advisor, Pacific Oak Residential Advisors, LLC (“PORA”), that it did not already own, giving it ownership of 100% of the common stock of PORT II.

PORT Advisory Agreement - Exhibit 10.1

In connection with the foregoing transactions, on September 9, 2022, but effective September 1, 2022, PORT entered into an advisory agreement with PORA (the “PORT Advisory Agreement”) pursuant to which PORA will act as a product specialist with respect to the Company’s single family rental property investment portfolio, held through PORT. The PORT Advisory Agreement has an initial two-year term and may be renewed for additional one-year terms. Pursuant to the PORT Advisory Agreement, PORT will pay PORA: (1) an acquisition fee equal to 1.0% of the cost of each asset which consists of the price paid for the asset plus any amounts funded or budgeted at the time of acquisition for capital expenditures; and (2) a quarterly asset management fee equal to 0.25% (1.0% annually) on the aggregate value of PORT’s assets, as determined in accordance with PORT’s valuation guidelines, as of the end of each quarter. In the case of investments made through a joint venture, the acquisition fee will be based on PORT’s proportionate share of the joint venture. For substantial assistance in connection with the sale of properties or other investments (including a sale of PORT itself), PORT also pays PORA or its affiliates 1.0% of the contract sales price.

In the event of an initial public offering, a sale of all or substantially all of PORT’s equity interests or properties, a merger, or a share exchange in which PORT’s stockholders receive consideration for their shares in PORT, a conversion to a publicly offered perpetual life “NAV REIT” that would aim to offer enhanced, monthly liquidity through PORT’s share repurchase plan on a perpetual basis, or a termination of the PORT Advisory Agreement without cause by PORT, PORA will also be paid an incentive fee if PORT’s performance exceeds certain thresholds. The incentive fee is comprised of two parts. First, there an incentive fee based on the Company’s invested capital, which is measured from the Company’s initial investment in PORT in November 2019. If the total return on the Company’s invested capital in PORT exceeds a 5% cumulative, non-compounded, annual return on invested capital (the “Legacy Hurdle Amount”), then the incentive fee equals 48% of the following: (i) the amount by which the total return on the Company’s invested capital exceeds the Legacy Hurdle Amount (any such excess, the “Legacy Excess Profits”) until the total amount allocated to PORA hereunder equals 12.5% of the sum of (x) the Legacy Hurdle Amount and (y) any amount due to PORA pursuant to this clause (this is referred to as a “Legacy Catch-Up”) and (ii) to the extent there are remaining Legacy Excess Profits, 12.5% of such remaining Legacy Excess Profits. Second, there is an incentive fee based on the invested capital from PORT’s Private Offering (defined below), which is measured from the commencement of the Private Offering. If the total return on the Private Offering invested capital in PORT exceeds a 5% cumulative, non-compounded, annual return on invested capital (the “Offering Hurdle Amount”), then the incentive fee equals (i) the amount by which the total return on the Private Offering invested capital exceeds the Offering Hurdle Amount (any such excess, the “Offering Excess Profits”) until the total amount allocated to PORA hereunder equals 12.5% of the sum of (x) the Offering Hurdle Amount and (y) any amount due to PORA pursuant to this clause (this is referred to as a “Offering Catch-Up”) and (ii) to the extent there are remaining Offering Excess Profits, 12.5% of such remaining Offering Excess Profits. PORT will also reimburse PORA for costs incurred on its behalf in providing services, but will not reimburse PORA for the salary, bonuses and benefits it pays or provides to persons providing services to PORT.

Amended and Restated Advisory Agreement - Exhibit 10.2

On September 9, 2022, in connection with PORT’s entry into the PORT Advisory Agreement, the Company amended and restated its advisory agreement with the Advisor, also effective September 1, 2022 (the “Amended Company Advisory Agreement”). Under the Amended Company Advisory Agreement, the Company will no longer pay acquisition fees, asset management fees or disposition fees to the Advisor with respect to investments held or made through PORT. The Company’s investment in PORT will still be considered when computing any potential incentive fees due to the Advisor under the Amended Company Advisory Agreement.

PORT Property Management Agreement - Exhibit 10.3

On September 9, 2022, in connection with the foregoing transactions, effective September 1, 2022, PORT entered into a property management agreement with DMH Realty, LLC (“DMH Realty”), an affiliate of PORA and the Advisor (the “PORT Property Management Agreement”). The PORT Property Management Agreement has an initial two-year term and may be renewed for additional one-year terms. Pursuant to the PORT Property Management Agreement, PORT will pay DMH Realty

a property management fee equal to the following: (a) for all Collected Rental Revenues (defined below) up to $50,000,000 per annum (or $4,166,667 per month), 8%; (b) for all Collected Rental Revenues in excess of $50,000,000 per annum, but less than or equal to $75,000,000 per annum (or $6,250,000 per month), 7%; and (c) for all Collected Rental Revenues in excess of $75,000,000 per annum (or $6,250,000 per month), 6%. “Collected Rental Revenues” means the amount of rental revenue actually collected for each property per the terms of the lease pertaining to each property (including lease breakage fees) or pursuant to any early termination buyouts, but excluding other income items, fees or revenue collected by DMH Realty, including but not limited to: application fees, insufficient funds fees, late fees, move-in fees, pet fees, and security deposits (except to the extent applied to rent per the terms of the lease pertaining to any property). PORT will also pay DMH Realty the following leasing fees: for all newly placed tenants, one-half of one month’s rent applicable to the initial rent period, and for all renewal tenants, $100. PORT will also pay DMH Realty shared fees equal to 100% of any application fees collected and 50% of any insufficient funds fees, late fees and certain other fees collected. DMH Realty may also perform additional services at rates that would be payable to unrelated parties.

The PORT Property Management Agreement will terminate automatically in the event of an initial public offering by PORT; a sale of all or substantially all of its equity interests or properties, a merger, or a share exchange, in a transaction that provides PORT stockholders with any combination of cash and/or securities of a publicly traded company in exchange for their common shares; or if the PORT Advisory Agreement is terminated (including through non-renewal) (except for cause) by PORT. If the PORT Property Management Agreement terminates automatically, PORT will be required to pay DMH Realty, in addition to other fees payable under the agreement, a termination fee equal to two times the sum of the annual property management fee for the trailing 12-month period. If PORT terminates the PORT Property Management Agreement without cause, PORT will also be required to pay DMH Realty, in addition to other fees payable under the agreement, a termination fee equal to three times the sum of the annual property management fee for the trailing 12-month period.

PORT Dealer Manager Agreement - Exhibit 10.4

On September 9, 2022, PORT also commenced a private offering of up to $500 million of common stock in a primary offering and up to $50 million of common stock under its distribution reinvestment plan (the “Private Offering.”) PORT engaged Pacific Oak Capital Markets, LLC (“POCM”), an affiliate of the Advisor, PORA and DHM Realty, to be the dealer manager for the Private Offering, pursuant to a dealer manager agreement effective as of September 9, 2022 (the “PORT Dealer Manager Agreement”). Pursuant to the PORT Dealer Manager Agreement, with respect to Class A shares, PORT will generally pay POCM: (1) selling commissions equal to up to 6.0% of the net asset value (“NAV”) of each share sold in the primary offering, which POCM may reallow in part or in full to participating broker-dealers; (2) a dealer manager fee equal to up to 1.5% of the NAV of each share sold in the primary offering, which POCM may reallow in part or in full to participating broker-dealers; and (3) a placement agent fee equal to up to 1.5% of the NAV of each share sold in the primary offering. With respect to Class T shares, PORT will generally pay POCM: (1) selling commissions equal to up to 3.0% of the NAV of each share sold in the primary offering, which POCM may reallow in part or in full to participating broker-dealers; (2) a dealer manager fee equal to up to 0.75% of the NAV of each share sold in the primary offering, which POCM may reallow in part or in full to participating broker-dealers; and (3) a placement agent fee equal to up to 0.75% of the NAV of each share sold in the primary offering. PORT will not pay any selling commissions, dealer manager or placement agent fees in connection with the sale of shares under the distribution reinvestment plan.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS


Ex.						Description
10.1						P ORT Advisory Agreement
10.2						Amended and Restated Advisory Agreement
10.3						PORT Property Management Agreement
10.4						PORT Dealer Manager Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

Dated: September 9, 2022

BY:

/s/ Michael A. Bender

Michael A. Bender

Chief Financial Officer, Treasurer and Secretary

Exhibit 10.1

ADVISORY AGREEMENT

among

PACIFIC OAK RESIDENTIAL TRUST, INC., PORT OP LP, PACIFIC OAK RESIDENTIAL ADVISORS, LLC, PACIFIC OAK CAPITAL ADVISORS, LLC, KEITH D. HALL, and PETER MCMILLAN III

September 9, 2022

TABLE OF CONTENTS

Page


Article 1 DEFINITIONS			1
Article 2 APPOINTMENT			6
Article 3 DUTIES OF THE ADVISOR			6
3.01 Organizational and Offering Services			7
3.02 Acquisition Services			7
3.03 Asset Management Services			7
Article 4 AUTHORITY OF THE ADVISOR			9
4.01 General			9
4.02 Powers of the Advisor			9
4.03 Approval by the Board			9
4.04 Modification or Revocation of Authority of Advisor			10
Article 5 BANK ACCOUNTS			10
Article 6 RECORDS AND FINANCIAL STATEMENTS			10
Article 7 LIMITATION ON ACTIVITIES			10
Article 8 FEES			10
8.01 Acquisition Fees			10
8.02 Asset Management Fees			11
8.03 Disposition Fees			11
8.04 Incentive Fees			11
8.05 Legacy Incentive Fees			11
8.06 Offering Incentive Fees			12
8.07 Hall and McMillan Fee Reduction			13
8.08 Election of Payment in Shares			13
Article 9 EXPENSES			14
9.01 General			14
9.02 Timing of and Additional Limitations on Reimbursements			15
9.03 Advancement of Other Organization and Offering Expenses			15
Article 10 RELATIONSHIP OF the ADVISOR AND the COMPANY; OTHER ACTIVITIES OF THE ADVISOR			15
10.01 Relationship			15
10.02 Time Commitment			15
Article 11 THE PACIFIC OAK NAME			15
Article 12 CHANGE OF CONTROL			16
12.01 Change of Control			16
Article 13 TERM AND TERMINATION OF THE AGREEMENT			16
13.01 Term			16
13.02 Termination by Either Party			16
13.03 Payments on Termination and Survival of Certain Rights and Obligations			16
Article 14 ASSIGNMENT			17
Article 15 INDEMNIFICATION AND LIMITATION OF LIABILITY			17
15.01 Indemnification			17
15.02 Limitation on Payment of Expenses			17


Article 16 MISCELLANEOUS			17
16.01 Notices			17
16.02 Modification			18
16.03 Severability			18
16.04 Construction			18
16.05 Entire Agreement			18
16.06 Waiver			18
16.07 Gender			18
16.08 Titles Not to Affect Interpretation			18
16.09 Counterparts			18

ADVISORY AGREEMENT

This Advisory Agreement, entered into as of September 9, 2022, but effective as of September 1, 2022 (this “Agreement”), is among Pacific Oak Residential Trust, Inc., a Maryland corporation (the “Company”); PORT OP LP, a Delaware limited partnership (the “Partnership”); Pacific Oak Residential Advisors, LLC, a Delaware limited liability company (the “Advisor”); for purposes of Article 8, Messrs. Keith D. Hall and Peter McMillan III; and for purposes of Article 9, Pacific Oak Capital Advisors, LLC, a Delaware limited liability company (the “Sponsor”).

W I T N E S S E T H

WHEREAS, the Advisor is willing to undertake to render these services 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:

Article 1

DEFINITIONS

The following defined terms used in this Agreement shall have the meanings specified below:

“Acquisition Expenses” means any and all expenses, excluding the fees payable to the Advisor pursuant to Section 8.01, incurred by the Company, the Partnership, the Advisor or any of their Affiliates in connection with the selection, acquisition or development of any Property, or other Residential Asset, whether or not acquired, as applicable, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, due diligence, nonrefundable option payments on assets not acquired, accounting fees and expenses, title insurance premiums and miscellaneous expenses related to the selection, acquisition or development of any Property or other potential investment.

“Acquisition Fees” means the fee payable to the Advisor pursuant to Section 8.01 plus all other fees and commissions, excluding Acquisition Expenses, paid by any Person to any Person in connection with investing in Residential Assets. Included in the computation of such fees or commissions shall be any real estate commission, selection 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. The Advisor shall not be entitled to more than one Acquisition Fee for each Property.

“Affiliate” or “Affiliated” shall mean, with respect to any Person, (i) 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; (ii) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

“BPT Unit Issuance Value” means $3,026,497.

“BPT Unit Redemption Value” means $6,477,147.

“BPT Units” means 510,816 limited partnership units in the Partnership previously issued to BPT Holdings LLC, a Delaware limited liability company, and assigned to the Partnership on June 27, 2022 in consideration of the BPT Unit Redemption Value.

“Board of Directors” or “Board” means persons holding such office, as of any particular time, under the Charter, whether they be the Directors named therein or additional or successor Directors.

“Bylaws” means the bylaws of the Company, as amended from time to time.

“Cause” means (a) if the Company or the Advisor materially breaches any provision of this Agreement and the breach continues for a period of thirty days after written notice thereof by the non-breaching party specifying the breach and requesting that the breach be remedied in the thirty-day period or (b) a Change of Control.

“Change of Control” means the occurrence of any of the following: (i) any “person” (within the meaning of Section 13(d) of the Exchange Act, as enacted and in force on the date hereof), other than POSOR or its Affiliates, is or becomes the “beneficial owner” (as that term is defined in Rule 13d-3, as enacted and in force on the date hereof, under the Exchange Act) of securities of the Company representing more than 50% of the combined voting power of the Company’s securities then outstanding; (ii) there occurs a merger, consolidation or other reorganization of the Company which is not approved by the Board of Directors; (iii) there occurs a sale, exchange, transfer or other disposition of substantially all the assets of the Company to another Person, which disposition is not approved by the Board of Directors; or (iv) there occurs a contested proxy solicitation of the Stockholders that results in the contesting party electing candidates to a majority of the Board of Directors’ positions next up for election.

“Change of Control Termination Notice” shall have the meaning set forth in Article 12 of this Agreement.

“Charter” means the charter of the Company.

“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.

“Common Shares” means the shares of common stock of the Company, par value $.001 per share.

“Company” means Pacific Oak Residential Trust, Inc., a corporation organized under the laws of the State of Maryland.

“Competitive Real Estate Commission” means a real estate or brokerage commission for the purchase or Sale of property that is reasonable, customary, and competitive in light of the size, type, and location of the property.

“Contract Sales Price” means the total consideration received by the Partnership for the Sale of a Residential Asset or other Permitted Investment.

“Cost of Residential Assets” means the sum of (i) with respect to Residential Assets wholly owned, directly or indirectly, by the Partnership, the amount actually paid by the Partnership for the purchase of each Residential Asset, including fees and expenses related thereto (but excluding any Acquisition Fees paid or payable to the Advisor or its affiliates under this Agreement), plus amounts funded or budgeted at the time of acquisition for capital expenditures for the development, construction or improvement of Residential Assets and (ii) in the case of Residential Assets owned by any Joint Venture in which the Partnership is, directly or indirectly, a co-venturer, the portion of the amount actually paid for the purchase of each Residential Asset, including fees and expenses related thereto (but excluding any Acquisition Fees paid or payable to the Advisor or its affiliates under this Agreement), plus amounts funded or budgeted at the time of acquisition for capital expenditures for the development, construction or improvement of Residential Assets, that is attributable to the Partnership’s investment in the Joint Venture. The Cost of Residential Assets is computed without regard to whether any portion of the cost is funded using debt financing secured by, or attributable to, the Residential Asset.

“Dealer Manager” means (i) Pacific Oak Capital Markets, LLC, a Delaware limited liability company, or (ii) any successor dealer manager to the Company.

“Director” means a member of the Board of Directors of the Company.

“Distributions” shall have the meaning set forth in the Company’s Charter.

“Distribution Fees” means ongoing distribution fees paid to the Dealer Manager in connection with Class T Common Shares sold in the Private Offering.

“GAAP” means accounting principles generally accepted in the United States.

“Hall and McMillan Interest” shall have the meaning described in Article 8.

“Hall and McMillan Fee Reduction” shall have the meaning described in Article 8.

“Initial Capitalization in November 2019” means $55,000,000.

“IPO” means an initial public offering of Common Shares in the public markets with a concurrent Listing of Common Shares.

“Joint Venture” means any arrangement between the Company or any Affiliate including the Partnership on the one hand and a third party on the other hand pursuant to which the Company and the third party invest in Residential Assets or other Permitted Investments.

“Legacy Catch-Up” shall have the meaning described in Article 8.

“Legacy Excess Profits” shall have the meaning described in Article 8.

“Legacy Hurdle Amount” means that amount that results in a 5% cumulative, non-compounded, annual return on Legacy Invested Capital (calculated like simple interest on a daily basis based on a three hundred sixty-five day year). For purposes of calculating the Legacy Hurdle Amount, Legacy Invested Capital shall be determined for each day during the period for which the Legacy Hurdle Amount is being calculated.

“Legacy Incentive Fee” shall have the meaning described in Article 8.

“Legacy Invested Capital” means (a) the Initial Capitalization in November 2019 (which is deemed invested on November 5, 2019), plus the BPT Unit Issuance Value (which is deemed invested on July 1, 2020), plus additional amounts invested by POSOR in Common Shares and/or OP Units since November 5, 2019, reduced by (b) the BPT Unit Redemption Value (which was paid to repurchase the BPT Units on June 27, 2022) plus any amounts paid by the Company to redeem or repurchase Common Shares from POSOR, plus any amounts paid by the Partnership to redeem or repurchase OP Units from POSOR (other than the BPT Units).

“Legacy Total Return” shall have the meaning described in Article 8.

“Listed” or “Listing” shall mean the listing of any or all of the Common Shares on a national securities exchange.

“Market Value” means: in the case of an IPO, (a) the value of the outstanding Common Shares of the Company that are Listed measured by taking the average closing price or the average of the bid and ask prices, as the case may be, over a period of 30 days during which the Common Shares are traded with the period beginning 30 days after the date that the Common Shares are Listed plus (b) with respect to any classes of Common Shares that are not Listed and/or any outstanding OP Units held by third parties other than the Company, the value of such outstanding securities using a methodology that is reasonably based on the valuation determined in (a) above.

“Merger or Sale Consideration Amount” means: (a) (i) in the case of a merger or sale for all or substantially all of the Company’s equity interests or Properties in which the consideration consists solely of cash, the total consideration to be received by holders of Common Shares outstanding immediately prior to the closing of such merger or sale; (ii) in the case of a merger or share exchange in which the consideration consists of securities traded on a national securities exchange, the product of (x) the number of shares of such securities received by the Stockholders at the closing of the merger or share exchange and (y) the market value of such securities, measured by taking the average closing price or the average of the bid and asked price, as the case may be, over a period of 20 consecutive days during which such securities are traded, with such 20-trading day period ending on the trading day prior to the closing date of the merger or share exchange; (iii) in the case of a merger or share exchange in which the consideration consist of securities that are not traded on a national securities exchange, the value ascribed to such securities in the merger agreement; and (iv) in the case of a merger, sale or share exchange in which the consideration is some combination of that described above, the sum of clauses (i) through (iii), as applicable plus (b) with respect to any outstanding OP Units held by third parties other than the Company, the value of such outstanding securities using a methodology that is reasonably based on the valuation determined in (a) above.

“MGCL” means the Maryland General Corporation Law, as amended from time to time.

“NAV” means net asset value as calculated in accordance with the valuation guidelines approved by the Board of Directors.

“NAV REIT” means a REIT that is not publicly traded on a stock exchange, regularly calculates and discloses the NAV of its shares, conducts offerings of its stock at prices based on the NAV per share, and repurchases its shares of stock at prices based on the NAV per share.

“Offering Catch-Up” shall have the meaning described in Article 8.

“Offering Excess Profits” shall have the meaning described in Article 8.

“Offering Hurdle Amount” means that amount that results in a 5% cumulative, non-compounded, annual return on Offering Invested Capital (calculated like simple interest on a daily basis based on a three hundred sixty-five day year). For purposes of calculating the Offering Hurdle Amount, Offering Invested Capital shall be determined for each day during the period for which the Offering Hurdle Amount is being calculated.

“Offering Incentive Fee” shall have the meaning described in Article 8.

“Offering Invested Capital” means the amount calculated by multiplying the total number of OP Units issued by the Partnership from the commencement of the Private Offering to the Trigger Date (other than any OP Units issued to POSOR, or issued to the Company in connection with an issuance of Common Shares to POSOR) by the most recently disclosed NAV per unit as of the date of issuance (including OP Units issued to the Company), reduced by any amounts paid by the Partnership to redeem or repurchase OP Units (other than any OP Units redeemed or repurchased from POSOR, or redeemed or repurchased from the Company in connection with an redemption or repurchase of Common Shares from POSOR) (including OP Units redeemed or repurchased from the Company).

“Offering Total Return” shall have the meaning described in Article 8.

“OP Units” means units of limited partnership interest in the Partnership.

“Organization and Offering Expenses” means all expenses incurred by or on behalf of the Company in connection with any offering of its Common Shares, whether incurred before or after the date of this Agreement, which may include but are not limited to, total underwriting or placement agent fees, brokerage discounts and commissions (including fees of counsel to the underwriter or placement agent); any expense allowance granted by the Company to the underwriter or placement agent or any reimbursement of expenses of the underwriter, placement agent, Sponsor or Advisor by the Company; legal fees; due diligence expenses; marketing expenses; expenses for printing, engraving and mailing;

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 and the fees and expenses of accountants and attorneys.

“Other Organization and Offering Expenses” means all Organization and Offering Expenses excluding total underwriting or placement agent fees, brokerage discounts and commissions.

“Partnership” means PORT OP LP, a Delaware limited partnership formed to own and operate investments in Residential Assets and other Permitted Investments on behalf of the Company.

“POSOR” means Pacific Oak Strategic Opportunity REIT, Inc., a Maryland corporation.

“Permitted Investments” means all investments in which the Company may acquire an interest, either directly or indirectly, including Properties, Single Family Housing Interests and short-term investments acquired for purposes of cash management, and including ownership interests in a Joint Venture.

“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.

“Private Offering” means the private offering of Common Shares made pursuant to the Company’s private offering of up to $500 million of Common Shares in the primary offering, and $50 million of Common Shares through the distribution reinvestment plan, expected to commence in the second or third quarter of 2022.

“Private Placement Memorandum” means a confidential private placement memorandum, as amended or supplemented, pursuant to which the Company offers its Common Shares or other equity securities.

“Property” or “Properties” means any real property or properties transferred or conveyed to the Company or the Partnership, either directly or indirectly, or any real property acquired, transferred or conveyed to a Joint Venture in which the Company is, directly or indirectly, a co-venturer.

“Property Manager” means an entity that has been retained to perform and carry out property-management services at one or more of the Properties.

“Public NAV REIT Conversion” means conversion of the Company to a publicly-offered perpetual life NAV REIT.

“REIT” means a “real estate investment trust” under Sections 856 through 860 of the Code.

“Residential Assets” means Single Family Rental Properties and Single Family Housing Interests.

“Sale” means any transaction or series of related transactions whereby: (A) the Company, directly or indirectly, including through the Partnership sells, grants, transfers, conveys, or relinquishes its ownership of any Property, or other Permitted Investment or portion thereof, including the transfer of any Property that is the subject of a ground lease, and including any event with respect to any Property 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, directly or indirectly, including through the Partnership, sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest in any Joint Venture in which it is, directly or

indirectly, a co-venturer; or (C) any Joint Venture in which the Company, directly or indirectly, through the Partnership is, a co-venturer, sells, grants, transfers, conveys, or relinquishes its ownership of any Property or other Permitted Investment or portion thereof, including any event with respect to any Property or other Permitted Investment that gives rise to insurance claims or condemnation awards, and including the issuance by the Joint Venture 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.

“Single Family Rental Properties” means a residential building consisting of one to four units for rent.

“Single Family Housing Interest” means securities or other interests that generate cash flow derived from single family housing such as mortgages secured by single family homes, subordinated, mezzanine or bridge loans made to owners or investors in single family homes and other related structured investments.

“Sponsor” means Pacific Oak Capital Advisors, LLC, a Delaware limited liability company.

“Stockholders” means the record holders of the Common Shares or any other series of class of stock of the Company.

“Termination Date” means the date of termination of the Agreement determined in accordance with Article 13 hereof.

“Total Incentive Fee” shall have the meaning described in Article 8.

“Trigger Date” means the effective date of any subordinated incentive fee becoming due pursuant to Article 8.

“Triggering Event” means an event which triggers the Company’s obligation to pay a subordinated incentive fee pursuant to Article 8 to the Advisor: (1) an IPO, a sale of all or substantially all of the Company’s equity interests or Properties, a merger, or a share exchange, in a transaction that provides Stockholders with any combination of cash and/or securities of a publicly traded company in exchange for their Common Shares; (2) a Public NAV REIT Conversion; or (3) if this Agreement is terminated (including through non-renewal) (except for cause) by the Company.

Article 2
APPOINTMENT

The Company hereby appoints the Advisor to serve as its advisor 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, subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser. The Advisor undertakes to make investment decisions on behalf of the Company subject to 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:

3.01Organizational and Offering Services. The Advisor shall perform all services related to the organization of the Company or any Offering, 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.

3.02 Acquisition Services.

(i)Provide the Company with relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies;

(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 Residential Assets and other Permitted Investments will be made; (c) cause the Company to, directly or indirectly, acquire Residential Assets and other Permitted Investments; (d) arrange for financing and refinancing and make other changes in the asset or capital structure of investments in Residential Assets and other Permitted Investments; and (e) enter into leases, service contracts and other agreements for Residential Assets and other Permitted Investments, or to engage an approved Property Manager;

(iii)Perform due diligence on prospective investments;

(iv)Prepare reports regarding prospective investments that include 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; and

(vi)Deliver to or maintain on behalf of the Company copies of all appraisals or valuations obtained in connection with the Company’s investments.

3.03 Asset Management Services.

(vii)Real Estate and Related Services:

(a)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 acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services;

(b)Negotiate any borrowings that the Company, directly or indirectly, makes and to cause the Company or the underlying borrower to pay any amounts due on the borrowings;

(c)Monitor applicable markets and obtain reports (which may be prepared by the Advisor or its Affiliates) where appropriate, concerning the value of investments of the Company;

(d)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;

(e)Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Residential Assets and other Permitted Investments on an overall portfolio basis;

(f)Consult with the Company’s officers and the Board and assist the Board in formulating and implementing 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;

(g)Oversee and evaluate the performance by the Property Manager(s) of their duties, including collection and proper deposits of rental payments and payment of Property expenses and maintenance;

(h)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;

(i)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;

(j)Coordinate and manage relationships between the Company and any co-venturers; and

(k)Consult with the Company’s officers and the Board and provide assistance with the evaluation and approval of potential asset disposition, Sale and refinancing opportunities.

(i)Accounting and Other Administrative Services:

(l)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;

(m)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;

(n)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;

(o)Provide financial and operational planning services;

(p)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 Internal Revenue Service and any other regulatory agency;

(q)Maintain and preserve all appropriate books and records of the Company;

(r)Provide services necessary to ensure the Company’s compliance with the rules and regulations governing qualification as a REIT, including any asset, income and shareholder testing, and addressing with the Board, if necessary, any actions required to maintain REIT compliance;

(s)Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters;

(t)Provide the Company with all necessary cash management services;

(u)Manage and coordinate with the transfer agent payment of dividends and other distributions to Stockholders;

(v)Consult with the Company’s officers and the Board and assist the Board in evaluating and obtaining necessary insurance coverage based upon risk management determinations;

(w)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;

(x)Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;

(y)Perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law;

(z)Notify the Board of all proposed material transactions before they are completed; and

(aa)Do all things necessary to assure its ability to render the services described in this Agreement.

Article 4
AUTHORITY OF THE 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. Notwithstanding the foregoing, any investment advisory services provided with respect to securities shall be provided by a registered investment adviser.

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 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 the MGCL 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, 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 or persons with rights to inspect the books and records, 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 paid or reimbursements made 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 for distribution to Stockholders 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 auditors and shall provide such officers and auditors with the reports and other information that the Company so requests.

Article 7
LIMITATION ON ACTIVITIES

Article 8
FEES

8.01 Acquisition Fees. As compensation for the investigation, selection, sourcing and acquisition or origination (by purchase, investment or exchange) of Residential Assets and other Permitted Investments, the Company shall pay the Advisor an Acquisition Fee for each such investment equal to 1.0% of the Cost of Residential Assets for any given transaction. With respect to the acquisition

of any Residential Asset or other Permitted Investment through any Joint Venture in which the Partnership is, directly or indirectly, a partner, member or stockholder the Acquisition Fee payable to the Advisor shall equal 1.0% of each investment in the Joint Venture. The Advisor shall submit an invoice to the Company following the closing or closings of each investment. Generally, the Acquisition Fee payable to the Advisor shall be paid at the closing of the transaction upon receipt of the invoice by the Company. The Advisor may, in its discretion, waive or defer any Acquisition Fee, in whole or in part, in its sole discretion. All or any portion of the Acquisition Fees deferred shall not bear interest and may be paid by the Company in the Joint Venture in such other fiscal year as the Advisor shall determine.

8.02 Asset Management Fees.

(i) Subject to Section 8.02(ii) below, as compensation for the services described in Section 3.03 the Company shall pay the Advisor an asset management fee equal to 0.25% quarterly (1% annually) on the aggregate value of the Partnership’s Residential Assets and other Permitted Investments, as determined in accordance with the valuation guidelines approved by the Board of Directors, for the quarter most recently ended. The Advisor shall submit an invoice to the Company, accompanied by a computation of the fees for the applicable period. Generally, the Asset Management Fee payable to the Advisor shall be paid on the last day of such quarter, or the first business day following the last day of such quarter. In the event this Agreement commences on a date other than the first day of a quarter, the Advisor will be entitled to receive its prorated asset management fee calculated from the date of commencement. In the event this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive its prorated asset management fee through the date of termination. Such pro ration shall take into account the number of days of any partial quarter for which this Agreement was in effect.

(ii) If a Triggering Event has not occurred within two years following the termination of the Private Offering, the asset management fee described in Section 8.01(i) shall be reduced to an asset management fee equal to 0.1875% quarterly (0.75% annually) on the aggregate value of the Partnership’s Residential Assets and other Permitted Investments, as determined in accordance with the valuation guidelines approved by the Board of Directors, for the quarter most recently ended.

8.03 Disposition Fees. If the Advisor or any of its Affiliates provide a substantial amount of services in connection with a Sale, the Advisor or such Affiliate shall receive a fee at the closing (the “Disposition Fee”) equal to 1% of the Contract Sales Price; provided, however, that if in connection with such Sale commissions are paid to third parties other than the Advisor or its Affiliates, the fee paid to the Advisor or any of its Affiliates may not exceed the commissions paid to such unaffiliated third parties. Any Disposition Fee payable under this Section 8.03 may be paid in addition to commissions paid to non-Affiliates, provided that the total commissions (including such Disposition Fee) paid to all Persons by the Company for each Sale shall not exceed an amount equal to the lesser of (i) 6% of the aggregate Contract Sales Price of each Residential Asset or other Permitted Investment or (ii) the Competitive Real Estate Commission for each Residential Asset or other Permitted Investment.

8.04 Incentive Fees. Upon a Triggering Event, the Company shall pay to the Advisor a Total Incentive Fee, as calculated following the methodology below. If the Company pays the Advisor the Total Incentive Fee associated with one Triggering Event, the Company will not pay the Advisor any further incentive fees. For each Triggering Event, the Total Incentive Fee is equal to the sum of (x) the applicable Legacy Incentive Fee described in Section 8.05, subject to the Hall and McMillan Fee Reduction described in Section 8.07, and (y) the applicable Offering Incentive Fee described in Section 8.06. Any Total Incentive Fee due on Public NAV REIT Conversion will be payable to the Advisor in Common Shares and such shares will be subordinate to repurchase requests from other Stockholders under the Company’s share repurchase plan (although no deduction for early repurchase will apply to the Advisor’s Common Shares).

8.05 Legacy Incentive Fees.

(i)Legacy Incentive Fee Due on IPO, Sale, or Merger. In the event of an IPO, a sale of all or substantially all of the Company’s equity interests or Properties, a merger, or a share exchange, in a transaction that provides Stockholders with any combination of cash and/or securities of a publicly traded company in exchange for their Common Shares, then a Legacy Incentive Fee shall be due to the Advisor using the formula below under Section 8.05(ii), but the Market Value or the Merger or Sale Consideration Amount, as applicable, of the OP Units and/or Common Shares held by POSOR will be used instead of the then-current NAV of the OP Units and/or Common Shares held by POSOR when calculating Legacy Total Return.

(ii)Legacy Incentive Fee Due on Public NAV REIT Conversion. If the Company completes a Public NAV REIT Conversion, and has satisfied all properly submitted requests under the Company’s share repurchase program for the 12 months prior to the Trigger Date, the Advisor will be entitled to a Legacy Incentive Fee equal to 12.5% of the Legacy Total Return, subject to a 5% Legacy Hurdle Amount with a Legacy Catch-Up. Specifically, the Legacy Incentive Fee will equal:

(a)First, if the Legacy Total Return exceeds the Legacy Hurdle Amount (any such excess, the “Legacy Excess Profits”), 100% of such Legacy Excess Profits until the total amount allocated to the Advisor hereunder equals 12.5% of the sum of (x) the Legacy Hurdle Amount and (y) any amount due to the Advisor pursuant to this clause (this is referred to as a “Legacy Catch-Up”); and

(b)Second, to the extent there are remaining Legacy Excess Profits, 12.5% of such remaining Legacy Excess Profits.

(c)“Legacy Total Return” shall equal the sum of (i) all distributions accrued or paid (without duplication) on OP Units and Common Shares held by POSOR between November 5, 2019 and the Trigger Date, plus (ii) all distributions accrued or paid (without duplication) on OP Units held by BPT Holdings LLC between November 5, 2019 and the commencement of the Private Offering, plus (iii) the amount by which (a) the sum of the then-current NAV of the outstanding OP Units and/or Common Shares held by POSOR, plus any amounts POSOR received from the Company or the Partnership upon repurchase or redemption of Common Shares or OP Units, plus the BPT Unit Redemption Value exceeds (b) the sum of the Initial Capitalization in November 2019 and all subsequent amounts POSOR invested in the Company and/or the Partnership in exchange for Common Shares and/or OP Units, plus the BPT Unit Issuance Value, plus (iv) the accrued Legacy Incentive Fee, if any (after taking into account the fee reduction in Section 8.07).

(iii) Legacy Incentive Fee Due on Termination. The Legacy Incentive Fee calculated pursuant to 8.05(ii) above will also be due if this Agreement is terminated (including through non-renewal) (except for cause) by the Company. If a fee is due, the Company will only pay the amounts due from the proceeds from the Sale of one or more assets or with the excess proceeds from financing or refinancing the Company’s assets. Amounts not paid will not bear interest and will only be paid from the excess proceeds from future asset Sales, financings or refinancing.

8.06 Offering Incentive Fees.

(i) Offering Incentive Fee Due on IPO, Sale, or Merger. In the event of an IPO, a sale of all or substantially all of the Company’s equity interests or Properties, a merger, or a share exchange, in a transaction that provides Stockholders with any combination of cash and/or securities of a publicly traded company in exchange for their Common Shares, then an Offering Incentive Fee shall be due to the Advisor using the formula below under Section 8.06(ii), but the Market Value or the Merger or Sale Consideration Amount, as applicable, of the OP Units and/or Common Shares held by parties other than the Company or POSOR will be used instead of the then-current NAV of the OP Units and/or Common Shares held by parties other than the Company or POSOR when calculating Offering Total Return.

(ii) Offering Incentive Fee Due on Public NAV REIT Conversion. If the Company completes a Public NAV REIT Conversion, and has satisfied all properly submitted requests under the Company’s share repurchase program for the 12 months prior to the Trigger Date, the Advisor will be entitled to an Offering Incentive Fee equal to 12.5% of the Offering Total Return, subject to a 5% Offering Hurdle Amount with an Offering Catch-Up. Specifically, the Offering Incentive Fee will equal:

(a)First, if the Offering Total Return exceeds the Offering Hurdle Amount (any such excess, the “Offering Excess Profits”), 100% of such Offering Excess Profits until the total amount allocated to the Advisor hereunder equals 12.5% of the sum of (x) the Offering Hurdle Amount and (y) any amount due to the Advisor pursuant to this clause (this is commonly referred to as an “Offering Catch-Up”); and

(b)Second, to the extent there are remaining Offering Excess Profits, 12.5% of such remaining Offering Excess Profits.

(c)“Offering Total Return” shall equal the sum of (i) all distributions accrued or paid (without duplication) on outstanding OP Units and Common Shares held by parties other than the Company or POSOR between commencement of the Private Offering and the Trigger Date, plus (ii) the amount by which (a) the sum of the then-current NAV of the outstanding OP Units and/or Common Shares held by parties other than the Company or POSOR, plus any amounts parties other than the Company or POSOR received from the Company or the Partnership upon repurchase or redemption of Common Shares or OP Units exceeds (b) the sum of the NAV, at the time of purchase, of the OP Units and/or Common Shares purchased by parties other than the Company or POSOR from the commencement of the Private Offering, plus (iii) the accrued Offering Incentive Fee, if any, plus (iv) all Distribution Fees paid to the Dealer Manager in connection with Common Shares sold in the Private Offering.

(iii) Offering Incentive Fee Due on Termination. The Offering Incentive Fee calculated pursuant to 8.06(ii) above will also be due if this Agreement is terminated (including through non-renewal) (except for cause) by the Company. If a fee is due, the Company will only pay the amounts due from the proceeds from the Sale of one or more assets or with the excess proceeds from financing or refinancing the Company’s assets. Amounts not paid will not bear interest and will only be paid from the excess proceeds from future asset Sales, financings or refinancing.

8.07 Hall and McMillan Fee Reduction. Messrs. Peter McMillan and Keith Hall have an economic interest in the cash flows of BPT Holdings, LLC, which in turn owns 100% of Pacific Oak Residential, Inc. (“PORI”), which in turn owns 100% of the Advisor (the “Hall and McMillan Interest”). As of the date of this Agreement, the Hall and McMillan Interest is 52%. If a Legacy Incentive Fee becomes due pursuant to Article 8, and the Hall and McMillan Interest is at least 52% at that time, the Company will pay to the Advisor the sum of (i) the Legacy Incentive Fee, reduced by that portion of the Legacy Incentive Fee which is equivalent to the Hall and McMillan Interest, and (ii) the Offering Incentive Fee. If a Legacy Incentive Fee becomes due pursuant to Article 8 and the Hall and McMillan Interest is less than 52% at that time, the Company shall pay the Advisor the sum of (i) 48% of the Legacy Incentive Fee and (ii) the Offering Incentive Fee. In addition, Messrs. McMillan and Hall undertake and agree not to share, directly or indirectly, in the portion of the Legacy Incentive Fee paid by the Company to the Advisor, but rather that it shall be distributed in its entirety to the other members of BPT Holdings, LLC. Messrs. McMillan and Hall agree and PORA agrees, on behalf of itself and its direct and indirect owners, to work in good faith with the other members of BPT Holdings, LLC to ensure that Messrs. McMillan and Hall are not responsible for paying income tax on such amount, as it will be distributed to other members of BPT Holdings, LLC and not to Messrs. McMillan and Hall.

8.08 Election of Payment in Shares. Subject to Section 8.04, the Advisor may elect, in its sole discretion, to receive payment of any fees described herein in cash or cash equivalent aggregate NAV amounts of Class A Common Shares, with the value per Class A Common Share equal to the most recent NAV per Class A Common Share determined in accordance with the Company’s valuation guidelines.

Such Common Shares issued to the Advisor are eligible to participate in the Company’s share repurchase program, subject to the applicable limits, holding period and early repurchase deduction therein, provided that in the applicable repurchase period all repurchase requests made in good order from unaffiliated stockholders are satisfied first as a priority.

Article 9
EXPENSES

9.01General. In addition to the compensation paid to the Advisor pursuant to Article 8 hereof, but subject to Section 9.03 below, the Company shall pay directly or reimburse the Advisor for Other Organization and Offering Expenses incurred by the Advisor or its Affiliates in connection with the Offering and for all of the third-party 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; provided, however, neither the Advisor nor any of its Affiliates shall be entitled to any reimbursement for any cost or expenses for salaries, bonuses and benefits of persons employed by the Advisor or its Affiliates who perform services for the Company or in any way related to the overhead or operations of the Advisor or its Affiliates; provided further that any expenses incurred by the Dealer Manager or relating to its activities must be pre-approved by the Company in order to be eligible for reimbursement pursuant to this section. The third-party expenses for which payment or reimburse will be allowed include, but are not limited to:

(i) Acquisition Expenses incurred in connection with the selection and acquisition of Residential Assets and other Permitted Investments, including expenses incurred related to assets pursued or considered but not ultimately acquired by the Company;

(ii) The cost of goods and services used by the Company and obtained from third parties other than the Advisor or its Affiliates;

(iii) Interest and other costs for borrowed money, including discounts, points and other similar fees;

(iv) 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;

(v) All expenses, except expenses incurred by any Property Manager affiliated with the Advisor, of managing, improving, developing, operating and selling Residential Assets and other Permitted Investments owned, directly or indirectly, by the Company, as well as expenses of other transactions relating to the Residential Assets and other Permitted Investments;

(vi) All expenses in connection with payments to the Board and meetings of the Board and Stockholders;

(vii) Expenses of providing services for and maintaining communications with Stockholders, including the cost of preparing, printing, and mailing annual reports and other Stockholder reports, proxy statements and other reports required by governmental entities;

(viii) Out-of-pocket costs associated with insurance required in connection with the business of the Company or by its officers and directors;

(ix) 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 or any committee of the Board;

(x) Expenses for the Company to comply with all applicable laws, regulations and ordinances;

(xi) Expenses connected with payments of Distributions and stock dividends made or caused to be made by the Company to the Stockholders;

(xii) Expenses of merging, liquidating or dissolving the Company or of amending the Charter or the Bylaws; and

(xiii) All other third-party out-of-pocket costs incurred by the Advisor in performing its duties hereunder.

9.02Timing of and Additional Limitations on Reimbursements.

(i) Expenses incurred by the Advisor on behalf of the Company and reimbursable to the Advisor pursuant to this Article 9 shall be reimbursed upon delivery by the Advisor to the Board of a statement documenting the reimbursable expenses for the prior quarter; provided that the statement shall be delivered within 45 days after the end of each quarter.

9.03Advancement of Other Organization and Offering Expenses.

(i) The Sponsor will advance the Company’s Other Organization and Offering Expenses through the first anniversary of the date of the commencement of the Private Offering.

(ii) The Company will reimburse the Sponsor for such advanced expenses ratably over the 60 months following the first anniversary of the date of the commencement of the Private Offering.

Article 10
RELATIONSHIP OF THE ADVISOR AND THE COMPANY; OTHER ACTIVITIES OF THE ADVISOR

10.01Relationship. 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 partners or joint venturers. This Agreement shall not limit or restrict the right of any manager, director, officer, employee or equity holder 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 additional 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.

10.02Time 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.

Article 11
THE PACIFIC OAK NAME

reasonable discretion of the Advisor, be susceptible of indication of some form of relationship between the Company and the Advisor or any of its Affiliates. At such time, the Company will also make any changes to any trademarks, service marks or other marks necessary to remove any references to the word “Pacific Oak.” 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 “Pacific Oak” as a part of their name, all without the need for any consent (and without the right to object thereto) by the Company.

Article 12
CHANGE OF CONTROL

12.01 Change of Control. Notwithstanding any other provisions of this Agreement to the contrary, in the event of a Change of Control of the Company, either the Company or the Advisor shall have the right, subject to the Company’s and the Partnership’s right to assign this Agreement in accordance with Section 14, upon sixty (60) days prior written notice to the other (the “Change of Control Termination Notice”), to terminate this Agreement. If the Advisor or the Company so elects to terminate this Agreement pursuant to this Section 12, the Termination Date shall be the date specified in the Change of Control Termination Notice, but in any event no later than thirty (30) days after the Change of Control of the Company.

Article 13
TERM AND TERMINATION OF THE AGREEMENT

13.01 Term. The term of this Agreement is effective as of September 1, 2022 and shall have a term of two years and may be renewed for an unlimited number of successive one-year terms upon mutual consent of the parties. The Company will evaluate the performance of the Advisor 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 Board of Directors.

13.02 Termination by Either Party. This Agreement may be terminated for Cause upon 60 days written notice by either the Company or the Advisor. The provisions of Articles 1, 11, 13, 15 and 16 shall survive termination of this Agreement.

13.03 Payments on Termination and Survival of Certain Rights and Obligations.

(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 (a) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement and (b) any incentive fees due under Article 8 hereunder. Notwithstanding the foregoing, no incentive fee will be paid if this Agreement is terminated for Cause by the Company in accordance with Section 13.02 following an event described in clause (a) of the definition of Cause.

(ii) The Advisor shall promptly upon termination:

(a) pay over to the Company all monies, if any, after deducting any accrued fees 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 documents including, but not limited to those related to the Company’s assets 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 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 the assignment in the same manner as the Company is bound by this Agreement.

Article 15
INDEMNIFICATION AND LIMITATION OF LIABILITY

15.01Indemnification. The Company shall, to the fullest extent to which the Company many indemnify its directors under the MGCL, indemnify, defend and hold harmless the Advisor and its Affiliates, including their respective officers, directors, partners, agents and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, incurred by these persons or entities to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance.

15.02Limitation on Payment of Expenses. The Company shall pay or reimburse the reasonable legal expenses and other costs incurred by the Advisor or its Affiliates in advance of the final disposition of a proceeding subject to the limitations and requirements set forth in the MGCL.

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 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:

Pacific Oak Residential Trust, Inc.

13901 Sutton Park Dr S. Suite B 160

Jacksonville, FL 32224

Email: mgough@pac-oak.com

Attention: Michael Gough

To the Advisor:

Pacific Oak Residential Advisors, LLC

13901 Sutton Park Dr S. Suite B 160

Jacksonville, FL 32224

Email: baitkenhead@pac-oak.com

Attention: Benedict Aitkenhead

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.

16.03 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.

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.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date and year first above written.

PACIFIC OAK RESIDENTIAL TRUST, INC.

By: /s/ Michael S. Gough

Name: Michael S. Gough

Title: Director, Chief Executive Officer and President

PORT OP LP

By: Pacific Oak Residential Trust, Inc., its general partner

By: /s/ Michael S. Gough

Name: Michael S. Gough

Title: Director, Chief Executive Officer and President

PACIFIC OAK RESIDENTIAL ADVISORS, LLC

By:

Pacific Oak Residential, Inc., sole Member

By:

/s/ Michael S. Gough

Michael S. Gough, President

PACIFIC OAK CAPITAL ADVISORS, LLC

By:

Pacific Oak Holding Group, LLC, sole Member

By:

/s/ Peter McMillan III

Peter McMillan III, Member

By:

/s/ Keith D. Hall

Keith D. Hall, Member

By: /s/ Keith D. Hall

Name: Keith D. Hall

By: /s/ Peter McMillan III

Name: Peter McMillan III

[Signature Page to Advisory Agreement]

Exhibit 10.2

AMENDED AND RESTATED ADVISORY AGREEMENT

between

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

and

PACIFIC OAK CAPITAL ADVISORS, LLC

September 9, 2022

TABLE OF CONTENTS

Page


ARTICLE 1 - DEFINITIONS			1
ARTICLE 2 - APPOINTMENT			8
ARTICLE 3 - DUTIES OF THE ADVISOR			8
3.01 Organizational and Offering Services			8
3.02 Acquisition Services			9
3.03 Asset Management Services			9
3.04 Stockholder Services			11
3.05 Other Services			12
ARTICLE 4 - AUTHORITY OF ADVISOR			12
4.01 General			12
4.02 Powers of the Advisor			12
4.03 Approval by the Board			12
4.04 Modification or Revocation of Authority of Advisor			12
ARTICLE 5 - BANK ACCOUNTS			13
ARTICLE 6 – RECORDS AND FINANCIAL STATEMENTS			13
ARTICLE 7 - LIMITATION ON ACTIVITIES			13
ARTICLE 8 - FEES			13
8.01 Acquisition Fees			13
8.02 Asset Management Fees			14
8.03 Disposition Fees			15
8.04 Subordinated Share of Cash Flows			15
8.05 Subordinated Incentive Fee			16
8.06 Changes to Fee Structure			16
ARTICLE 9 - EXPENSES			16
9.01 General			16
9.02 Timing of and Limitations on Reimbursements			18
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			18
ARTICLE 12 - THE PACIFIC OAK 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
16.07 Gender			22
16.08 Titles Not to Affect Interpretation			22
16.09 Counterparts			22
ARTICLE 17 – PORT PROVISIONS			23
17.01 Management of PORT Operations and Assets			23

AMENDED AND RESTATED ADVISORY AGREEMENT

This Amended and Restated Advisory Agreement, entered into as of September 9, 2022, but effective as of September 1, 2022 (the “Agreement”), is between Pacific Oak Strategic Opportunity REIT, Inc., a Maryland corporation (the “Company”), and Pacific Oak Capital Advisors, LLC, a Delaware limited liability company (the “Advisor”), and amends and restates that certain Advisory Agreement between the Company and the Advisor effective as of November 1, 2021 (the “Prior Agreement”).

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;

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;

WHEREAS, the Company and the Advisor acknowledge and agree that Section 17.02 of the Prior Agreement contained a scrivener’s error; specifically, that it was not intended or agreed that the Advisor would rebate or offset fees described under Section 17.02 of the Prior Agreement to the extent of the Company’s indirect economic interest in fees paid by Pacific Oak Residential Trust II, Inc. (“PORT II”) to Pacific Oak Residential Advisors, LLC (“PORA”), and that the Advisor did not in fact do so; that it was actually intended and agreed that PORA or its parent company Pacific Oak Residential, Inc. (“PORI”) would rebate or offset such certain fees referenced in Section 17.02 of the Prior Agreement to PORT II, and that PORA or PORI did in fact do so; and the parties further agree that Section 17.02 of the Prior Agreement is no longer necessary or appropriate in this Agreement; and

WHEREAS, the Company and the Advisor desire to amend the Prior Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree to amend and restate the Prior Agreement 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, excluding the fee payable to the Advisor pursuant to Section 8.01, 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 the fee payable to the Advisor pursuant to Section 8.01 plus 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) Pacific Oak Capital Advisors, LLC, a Delaware limited liability company, or (ii) any successor advisor to the Company.

“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.

“Appraised Value” means the value according to an appraisal made by an Independent Appraiser.

“Asset Management Fee” shall have the meaning set forth in Section 8.02.

“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.

“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.

“Cash from Financings” means the net cash proceeds realized by the Company from the financing of Properties, Loans or other Permitted Investments or from the refinancing of any Company indebtedness (after deduction of all expenses incurred in connection therewith).

“Cash from Sales and Settlements” means the net cash proceeds realized by the Company (i) from the sale, exchange or other disposition of any of its assets or any portion thereof after deduction of all expenses incurred in connection therewith and (ii) from the prepayment, maturity, workout or other settlement of any Loan or Permitted Investment or portion thereof after deduction of all expenses incurred in connection therewith. In the case of a transaction described in clause (i) (C) of the definition of “Sale” and (i)(B) of the definition of “Settlement,” Cash from Sales and Settlements means the proceeds of any such transaction actually distributed to the Company from the Joint Venture or partnership. Cash from Sales and Settlements shall not include Cash from Financings.

“Cash from Sales, Settlements and Financings” means the total sum of Cash from Sales and Settlements and Cash from Financings.

“Charter” means the articles of incorporation of the Company, as amended from time to time.

“Company” means Pacific Oak Strategic Opportunity REIT, Inc., a corporation organized under the laws of the State of Maryland.

“Competitive Real Estate Commission” means a real estate or brokerage commission for the purchase or sale of property that is reasonable, customary, and competitive in light of the size, type, and location of the property.

“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.

“Contract Sales Price” means the total consideration received by the Company for the sale of a Property, Loan or other Permitted Investment.

“Cost of Loans and other Permitted Investments” means the sum of the cost of all Loans and Permitted Investments held, directly or indirectly, by the Company, calculated each month on an ongoing basis, and calculated as follows for each investment: the lesser of (i) the amount actually paid or allocated to acquire or fund the Loan or Permitted Investment (inclusive of fees and expenses related thereto and the amount of any debt associated with or used to acquire or fund such investment) and (ii) the outstanding principal amount of such Loan or Permitted Investment (plus the fees and expenses related to the acquisition or funding of such investment), as of the time of calculation. With respect to any Loan or Permitted Investment held by the Company through a Joint Venture or partnership of which it is, directly or indirectly, a partner, such amount shall be the Company’s proportionate share thereof.

“Cost of Real Estate Investments” means the sum of (i) with respect to Properties wholly owned, directly or indirectly, by the Company, the amount actually paid or allocated to the purchase, development, construction or improvement of Properties, inclusive of fees and expenses related thereto, plus the amount of any outstanding debt attributable to such Properties and (ii) in the case of Properties owned by any Joint Venture or partnership in which the Company or the Partnership is, directly or indirectly, a partner, the portion of the amount actually paid or allocated to the purchase, development, construction or improvement of Properties, inclusive of fees and expenses related thereto, plus the amount of any outstanding debt associated with such Properties that is attributable to the Company’s investment in the Joint Venture or partnership.

“Dealer Manager” means (i) Pacific Oak 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.

“Disposition Fee” shall have the meaning set forth in Section 8.03.

“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.

“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.

“KBS Advisory Agreement” means the advisory agreement between the Company and its prior advisor, KBS Capital Advisors LLC, dated October 7, 2019, which agreement terminated on October 31, 2019.

“Independent Appraiser” means a person or entity with no material current or prior business or personal relationship with the Advisor or the Directors, who is engaged to a substantial extent in the business of rendering opinions regarding the value of assets of the type held by the Company, and who is a qualified appraiser of real estate as determined by the Board. Membership in a nationally recognized appraisal society such as the American Institute of Real Estate Appraisers (M.A.I.) or the Society of Real Estate Appraisers (S.R.E.A.) shall be conclusive evidence of such qualification.

“Invested Capital” means the amount calculated by multiplying the total number of Shares purchased by Stockholders since Company inception by the issue price, reduced by any amounts paid by the Company to repurchase Shares since Company inception. For purposes of this definition, all Shares issued to stockholders of Pacific Oak Strategic Opportunity REIT II, Inc. (“SOR II”), in connection with the merger (the “Merger”) of SOR II with Pacific Oak SOR II, LLC (“Merger Sub”) pursuant to that certain Agreement and Plan of Merger among the Company, Merger Sub and SOR II, dated as of February 19, 2020, shall be deemed to have been purchased by Stockholders at the effective time of the Merger and at a price of $10.63 per Share.

“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.

“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.

“Market Value” shall have the meaning set forth in Section 8.05.

“Merger” shall have the meaning set forth in the definition of “Invested Capital.”

“NASAA Guidelines” means the NASAA Statement of Policy Regarding Real Estate Investment Trusts as in effect on the date hereof.

“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 Cash Flow” means Operating Revenue Cash Flows minus the sum of (i) Operating Expenses, (ii) all principal and interest payments on indebtedness and other sums paid to lenders, (iii) 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, (iv) taxes, (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.

“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.

“Operating Revenue Cash Flows” means the Company’s cash flow from ownership and/or operation of (i) Properties, (ii) Loans, (iii) Permitted Investments, (iv) short-term investments, and (v) interests in Properties, Loans and Permitted Investments owned by any Joint Venture or any partnership in which the Company or the Partnership is, directly or indirectly, a partner.

“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 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.

“PORT” means Pacific Oak Residential Trust, Inc., a Maryland corporation.

“Partnership” means Pacific Oak Strategic Opportunity Limited Partnership, a Delaware limited partnership formed to own and operate Properties, Loans and other Permitted Investments on behalf of the Company.

“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.

“Prior Advisor Performance Fee Value” means the value of the Subordinated Share of Cash Flows (as defined in the KBS Advisory Agreement) based on a hypothetical liquidation of the Company’s assets and liabilities at their then-current estimated values used in the 2018 NAV (as defined in the KBS Advisory Agreement) calculation, less any potential amounts to be paid as closing costs and fees related to the disposition of real property, all as determined and used in calculating the number of RSUs (as defined in the KBS Advisory Agreement) to be issued to KBS Capital Advisors LLC in connection with the termination of the KBS Advisory Agreement.

“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.

“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 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 shares of common stock of the Company, par value $.01 per share.

“Stockholders” means the registered holders of the Shares.

“Stockholders’ 7% Return” means, as of any date, an aggregate amount equal to a 7% cumulative, non-compounded, annual return on Invested Capital (calculated like simple interest on a daily basis based on a three hundred sixty-five day year) since Company inception. For purposes of calculating the Stockholders’ 7% Return, Invested Capital shall be determined for each day during the period for which the Stockholders’ 7% Return is being calculated (i.e. although the calculation is performed since Company inception, it will take into account the specific dates that Shares were purchased by Stockholders or repurchased by the Company) and shall be calculated net of (1) Distributions of Operating Cash Flow since Company inception to the extent such Distributions of Operating Cash Flow provide a cumulative, non-compounded, annual return in excess of 7% since Company inception, as such amounts are computed on a daily basis based on a three hundred sixty-five day year and (2) Distributions of Cash from Sales, Settlements and Financings since Company inception, except to the extent such Distributions would be required to supplement Distributions of Operating Cash Flow in order to achieve a cumulative, non-compounded, annual return of 7% since Company inception, as such amounts are computed on a daily basis based on a three hundred sixty-five day year.

“Subordinated Incentive Fee” means the fee payable to the Advisor under certain circumstances if the Shares are Listed, as calculated in Section 8.05.

“Subordinated Incentive Fee Threshold” has the meaning set forth in Section 8.05.

“Subordinated Performance Fee Due Upon Termination” means a fee payable in the form of an interest bearing promissory note (the “Performance Fee Note”) in a principal amount equal to the amount, if any, by which (I) (1) 15% of the amount, if any, by which (a) the Appraised Value of the Company’s Properties at the Termination Date, less amounts of all indebtedness secured by the Company’s Properties, plus the fair market value of all other Loans, Permitted Investments and other assets of the Company at the Termination Date, less amounts of indebtedness related to such Loans and Permitted Investments, less any other secured or unsecured indebtedness or known liabilities at the Termination Date, plus total Distributions (excluding any stock dividend) from Company inception through the Termination Date exceeds (b) the sum of Invested Capital plus total Distributions required to be made to the stockholders in order to pay the Stockholders’ 7% Return from Company inception through the Termination Date less (2) any prior payment to the Advisor of a Subordinated Share of Cash Flows (the amount calculated under (b) is the “Termination Fee Threshold”) exceeds (II) the Prior Advisor Performance Fee. Interest on the Performance Fee Note will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Conflicts Committee. The Company shall repay the Performance Fee Note at such time as the Company completes the first Sale or Settlement after the Termination Date using Cash from Sales and Settlements. If the Cash from Sales and Settlements from the first Sale or Settlement after the Termination Date is insufficient to pay the Performance Fee Note in full, including accrued interest, then the

Performance Fee Note shall be paid in part from the Cash from Sales and Settlements from the first Sale or Settlement, and in part from the Cash from Sales and Settlements from each successive Sale or Settlement until the Performance Fee Note is repaid in full, with interest. If the Performance Fee Note has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board based upon the Appraised Value of Company’s Properties on the date of election plus the fair market value of all other Loans and Permitted Investments of the Company on the date of election.

“Subordinated Share of Cash Flows” has the meaning set forth in Section 8.04.

“Subordinated Share of Cash Flows Threshold” has the meaning set forth in Section 8.04.

“Termination Date” means the date of termination of the Agreement determined in accordance with Article 13 hereof.

“Termination Fee Threshold” has the meaning set forth in the definition of Subordinated Performance Fee Due Upon Termination.

“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.

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:

3.01 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.

3.02 Acquisition 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) 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; (c) acquire, originate and dispose of Properties, Loans and other Permitted Investments on behalf of the Company; (d) arrange for financing and refinancing and make other changes in the asset or capital structure of investments in Properties, Loans and other Permitted Investments; and (e) enter into leases, service contracts and other agreements for Properties, Loans and other Permitted Investments;

(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 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.

3.03 Asset Management Services.

(i) Real Estate and Related Services:

(a) 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 acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services;

(b) Negotiate and service the Company’s debt facilities and other financings;

(c) Monitor applicable markets and obtain reports (which may be prepared by the Advisor or its Affiliates) where appropriate, concerning the value of investments of the Company;

(d) 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;

(e) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Properties, Loans and other Permitted Investments on an overall portfolio basis;

(f) 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;

(g) 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;

(h) 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;

(i) 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;

(j) Coordinate and manage relationships between the Company and any Joint Venture partners; and

(k) Consult with the Company’s officers and the Board and provide assistance with the evaluation and approval of potential asset disposition, sale and refinancing opportunities that are presented to the Board.

(ii) Accounting and Other Administrative Services:

(a) 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;

(b) 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;

(c) 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 as well as any investments that have been made by the Advisor or any of its Affiliates directly;

(d) 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;

(e) Provide financial and operational planning services;

(f) 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;

(g) Maintain and preserve all appropriate books and records of the Company;

(h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters;

(i) Provide the Company with all necessary cash management services;

(j) Manage and coordinate with the transfer agent the dividend process and payments to Stockholders;

(k) 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;

(l) 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;

(m) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;

(n) 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;

(o) Notify the Board of all proposed material transactions before they are completed; and

(p) Do all things necessary to assure its ability to render the services described in this Agreement.

3.04 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) Establish technology infrastructure to assist in providing Stockholder support and service; and

(iv) Consistent with Section 3.01, the Advisor shall perform the various subscription processing services reasonably necessary for the admission of new Stockholders.

3.05 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

4.03 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.

ARTICLE 5

BANK ACCOUNTS

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 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 Acquisition Fees. As compensation for the investigation, selection, sourcing and acquisition or origination (by purchase, investment or exchange) of Properties, Loans and other Permitted Investments, the Company shall pay an Acquisition Fee to the Advisor for each such investment (whether an acquisition or origination), excluding investments in PORT or made through PORT. With respect to the acquisition or origination of a Property, Loan or other

Permitted Investment to be wholly owned, directly or indirectly, by the Company, the Acquisition Fee payable to the Advisor shall equal 1.0% of the sum of the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Property, Loan or other Permitted Investment, inclusive of the Acquisition Expenses associated with such Property, Loan or other Permitted Investment and the amount of any debt associated with, or used to fund the investment in, such Property, Loan or other Permitted Investment. With respect to the acquisition or origination of a Property, Loan or other Permitted Investment through any Joint Venture or any partnership in which the Company or the Partnership is, directly or indirectly, a partner, the Acquisition Fee payable to the Advisor shall equal 1.0% of the portion of the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Property, Loan or other Permitted Investment, inclusive of the Acquisition Expenses associated with such Property, Loan or other Permitted Investment, plus the amount of any debt associated with, or used to fund the investment in, such Property, Loan or other Permitted Investment that is attributable to the Company’s investment in such Joint Venture or partnership. Notwithstanding anything herein to the contrary, the payment of Acquisition Fees by the Company shall be subject to the limitations on Acquisition Fees contained in (and defined in) the Company’s Charter, and no Acquisition Fee shall be paid in connection with the Merger. The Advisor shall submit an invoice to the Company following the closing or closings of each acquisition or origination, accompanied by a computation of the Acquisition Fee. Generally, the Acquisition Fee payable to the Advisor shall be paid at the closing of the transaction upon receipt of the invoice by the Company. However, the Acquisition Fee may or may not be taken, in whole or in part, as to any year in the sole discretion of the Advisor. All or any portion of the Acquisition Fees not taken as to any fiscal year shall be deferred without interest and may be paid in such other fiscal year as the Advisor shall determine.

8.02 Asset Management Fees.

(i) Except as provided in Section 8.02(ii) hereof, the Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.75% of the sum of the Cost of Real Estate Investments and the Cost of Loans and other Permitted Investments, excluding investments in PORT or made through PORT. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. Generally, the Asset Management Fee payable to the Advisor shall be paid on the last day of such month, or the first business day following the last day of such month. However, the Asset Management Fee may or may not be taken, in whole or in part, as to any year in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not taken as to any fiscal year shall be deferred without interest and may be paid in such other fiscal year as the Advisor shall determine.

(ii) Notwithstanding anything contained in Section 8.02(i) to the contrary, a Property, Loan or other Permitted Investment that has suffered an impairment in value, reduction in cash flow or other negative circumstances may either be excluded from the calculation of the Cost of Real Estate Investments or the Cost of Loans and other Permitted Investments or included in such calculation at a reduced value that is recommended by the Advisor and the Company’s management and then approved by a majority of the Company’s independent directors, and the resulting change in the Asset Management Fee with respect to such an investment will be applicable upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a Person other than the Company, its direct or indirect wholly owned subsidiary or a Joint Venture or partnership in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies related to such

investment, or (iv) the Advisor recommends a revised fee arrangement with respect to such investment.

8.03 Disposition Fees. If the Advisor or any of its Affiliates provide a substantial amount of services (as determined by the Conflicts Committee) in connection with a Sale, excluding investments in PORT or made through PORT, the Advisor or such Affiliate shall receive a fee at the closing (the “Disposition Fee”) equal to 1% of the Contract Sales Price; provided, however, that if in connection with such Sale commissions are paid to third parties other than the Advisor or its Affiliates, the fee paid to the Advisor or any of its Affiliates may not exceed the commissions paid to such unaffiliated third parties; and provided further that no Disposition Fee shall be payable to the Advisor for any Sale if such Sale involves the Company selling all or substantially all of its assets in one or more transactions designed to effectuate a business combination transaction (as opposed to a Company liquidation, in which case the Disposition Fee would be payable if the Advisor or an Affiliate provides a substantial amount of services as provided above). The payment of any Disposition Fees by the Company shall be subject to the limitations contained in the Company’s Charter. Any Disposition Fee payable under this Section 8.03 may be paid in addition to commissions paid to non-Affiliates, provided that the total commissions (including such Disposition Fee) paid to all Persons by the Company for each Sale shall not exceed an amount equal to the lesser of (i) 6% of the aggregate Contract Sales Price of each Property, Loan or other Permitted Investment or (ii) the Competitive Real Estate Commission for each Property, Loan or other Permitted Investment. The Advisor shall submit an invoice to the Company following the closing or closings of each disposition, accompanied by a computation of the Disposition Fee. Generally, the Disposition Fee payable to the Advisor shall be paid at the closing of the transaction upon receipt of the invoice by the Company. However, the Disposition Fee may or may not be taken, in whole or in part, as to any year in the sole discretion of the Advisor. All or any portion of the Disposition Fees not taken as to any fiscal year shall be deferred without interest and may be paid in such other fiscal year as the Advisor shall determine.

8.04 Subordinated Share of Cash Flows. The Subordinated Share of Cash Flows shall be payable to the Advisor in an amount equal to the amount, if any, by which (I) 15% of Operating Cash Flow and Cash from Sales, Settlements and Financings remaining after the Stockholders have received Distributions of Operating Cash Flow and of Cash from Sales, Settlements and Financings since Company inception such that the owners of all outstanding Shares have received Distributions since Company inception in an aggregate amount equal to the sum of the Stockholders’ 7% Return and Invested Capital, exceeds (II) the Prior Advisor Performance Fee Value.

When determining whether the above threshold (the “Subordinated Share of Cash Flows Threshold”) has been met:

(A) Any stock dividend since Company inception shall not be included as a Distribution; and

(B) Distributions since Company inception paid on Shares redeemed by the Company (and thus no longer included in the determination of Invested Capital), shall not be included as a Distribution.

Following Listing, no Subordinated Share of Cash Flows will be paid to the Advisor.

If the Subordinated Share of Cash Flows is payable to the Advisor, the Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the total amount of the Subordinated Share of Cash Flows for the applicable period. Generally, the Subordinated Share of Cash Flows payable to the Advisor shall be paid on the last day of such month, or the first

business day following the last day of such month. However, the Subordinated Share of Cash Flows may or may not be taken, in whole or in part, as to any year in the sole discretion of the Advisor. All or any portion of the Subordinated Share of Cash Flows not taken as to any fiscal year shall be deferred without interest and may be paid in such other fiscal year as the Advisor shall determine.

8.05 Subordinated Incentive Fee. Upon Listing, the Advisor shall be entitled to the Subordinated Incentive Fee in an amount equal to the amount, if any, by which (I) 15% of the amount by which (i) the market value of the outstanding Shares of the Company, measured by taking the average closing price or the average of the bid and asked price, as the case may be, over a period of 30 days during which the Shares are traded, with such period beginning 180 days after Listing (the “Market Value”), plus the total of all Distributions paid to Stockholders (excluding any stock dividends) from Company inception until the date that Market Value is determined, exceeds (ii) the sum of (A) 100% of Invested Capital and (B) the total Distributions required to be paid to the Stockholders in order to pay the Stockholders’ 7% Return from Company inception through the date Market Value is determined (the sum of (A) and (B) is the “Subordinated Incentive Fee Threshold”) exceeds (II) the Prior Advisor Performance Fee Value. The Company shall have the option to pay such fee in the form of cash, Shares, a promissory note or any combination of the foregoing. The Subordinated Incentive Fee will be reduced by the amount of any prior payment to the Advisor of a Subordinated Share of Cash Flows. In the event the Subordinated Incentive Fee is paid to the Advisor following Listing, no other performance fee will be paid to the Advisor. In addition, the Subordinated Incentive Fee may or may not be taken, in whole or in part, as to any year in the sole discretion of the Advisor. All or any portion of the Subordinated Incentive Fee not taken as to any fiscal year shall be deferred without interest and may be paid in such other fiscal year as the Advisor shall determine.

8.06 Changes to Fee Structure. The Advisor and the Company shall not agree to reduce the Subordinated Share of Cash Flows Threshold, the Subordinated Incentive Fee Threshold or the Termination Fee Threshold without (a) the approval of the Conflicts Committee or (b) the approval of Stockholders holding a majority of the Shares. In the event of Listing, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a perpetual-life entity.

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;

(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 Acquisition Fees or Disposition Fees;

(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 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.

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.

ARTICLE 12

THE PACIFIC OAK NAME

The Advisor and its Affiliates have a proprietary interest in the name “Pacific Oak.” The Advisor hereby grants to the Company a non-transferable, non-assignable, non-exclusive royalty-free right and license to use the name “Pacific Oak” 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 “Pacific Oak” 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 “Pacific Oak” 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 “Pacific Oak.” 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 “Pacific Oak” 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 November 1, 2021 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 in sole discretion and

authority of the Conflicts Committee) or the Advisor. The provisions of Articles 1, 10, 12, 13, 15 and 16 shall survive termination of this Agreement.

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 (A) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement and (B) the Subordinated Performance Fee Due Upon Termination, provided that (1) no Subordinated Performance Fee Due Upon Termination will be due or paid if the Company has paid or is obligated to pay the Subordinated Incentive Fee (2) no Subordinated Performance Fee Due Upon Termination will be due or paid if this Agreement is terminated by the Company for cause.

(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;

(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

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

To the Company or the Board:

Pacific Oak Strategic Opportunity REIT, Inc.

11766 Wilshire Blvd., Suite 1670

Los Angeles, CA 90025

To the Advisor:

Pacific Oak Capital Advisors, LLC

11766 Wilshire Blvd., Suite 1670

Los Angeles, CA 90025

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, and any change or modification to this Agreement must be in accordance with Section 8.06 hereof, to the extent applicable.

16.04 Construction. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware.

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.

ARTICLE 17

PORT PROVISIONS

17.01 Management of PORT Operations and Assets. Notwithstanding anything to the contrary in this Agreement, the Advisor will not be responsible for managing the operations or assets of PORT. PORA, an affiliate of the Advisor, will manage the operations and assets of PORT pursuant to the advisory agreement under which PORT has hired PORA as its external advisor. All references to the power, authority, responsibility and duties of the Advisor with respect to the Company in this Agreement shall be deemed to exclude PORT, its operations and its assets.

[The remainder of this page is intentionally left blank.

Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date and year first above written.



						PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC. By: /s/ Keith D. Hall Keith D. Hall, Chief Executive Officer PACIFIC OAK CAPITAL ADVISORS, LLC By: Pacific Oak Holding Group, LLC, sole Member By: /s/ Peter McMillan III Peter McMillan III, Member By:/s/ Keith D. Hall Keith D. Hall, Member

[Signature Page to Advisory Agreement of Pacific Oak Strategic Opportunity REIT, Inc.]

Exhibit 10.3

AMENDED AND RESTATED MANAGEMENT AGREEMENT

This AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), entered into as of September 9, 2022, but effective as of September 1, 2022, is made and entered into by and among Pacific Oak Residential Trust, Inc., a Maryland corporation (“PORT”), and DMH Realty, LLC, a Florida limited liability company (“Property Manager”).

RECITALS

WHEREAS, PORT owns through its operating partnership, PORT OP LP, a Delaware limited partnership (the “Partnership”), or otherwise has the right to collect rents from, and contract for managerial services for, the single-family rental properties identified and described in Schedule A attached hereto, as adjusted by any properties acquired, directly or indirectly, by PORT or the Partnership, in accordance with this Agreement, minus any properties sold by PORT or the Partnership from time to time in accordance with this Agreement (collectively, the “Properties” and each, a “Property”);

WHEREAS, the parties desire to enter into this Agreement, pursuant to which Property Manager will undertake certain management, acquisition, disposition and oversight functions with respect to the Properties as provided herein, subject to the limitations set forth herein;

WHEREAS, the parties entered into the Management Agreement on October 15, 2021 (the “Original Agreement”); and

WHEREAS, the parties desire to amend and restate the Original Agreement in its entirety with this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I
APPOINTMENT OF PROPERTY MANAGER

Section 1.01 Appointment of Property Manager. PORT hereby appoints Property Manager the sole and exclusive manager for the Properties upon the terms and conditions set forth herein. Property Manager hereby accepts such appointment on the terms and conditions set forth herein and shall furnish the services of its organization for the management of the Properties.

Section 1.02 Independent Contractor Status. Property Manager is hereby engaged to manage the Properties as an independent contractor.

ARTICLE II
TERM OF AGREEMENT

Section 2.01 Term of Agreement. The Original Agreement commenced upon PORT’s acquisition or control of the Properties. This Agreement shall commence on September 1, 2022 (the “Effective Date”) and shall continue until the last day of the calendar month following the two-year anniversary of the Effective Date (the “Term”). Upon expiration of the Term, this Agreement will automatically renew for additional one-year periods until terminated as provided in Article VIII.

ARTICLE III
PROPERTY MANAGER’S DUTIES AND RESPONSIBILITIES

Section 3.01 General Scope. Property Manager shall devote such efforts as are consistent with the Standard of Care (as defined below) in managing, coordinating and supervising the ordinary and

usual business and affairs pertaining to the identification, acquisition, operation, maintenance, leasing, licensing, rehabilitation, construction, disposition and management of the Properties and in compliance with the directives of PORT or PORT’s advisor, Pacific Oak Residential Advisors, LLC (“Advisor”), all pursuant to the terms, conditions and limitations of this Agreement. Property Manager shall have such responsibilities, and shall perform and take, or cause to be performed or taken, all such services and actions customarily taken by managing agents of property of similar nature, location, and character to that of the Properties consistent with the duties set forth in this Article III. Unless otherwise specifically provided in this Agreement or the written directives of PORT or Advisor (collectively, the “Guiding Documents”), all services and actions that Property Manager is required or permitted to perform or take, or cause to be performed or taken, in connection with the management of the Properties shall be performed or taken, as the case may be, on behalf of PORT and at PORT’s sole cost, expense, and risk. Property Manager’s authority is limited to performing the services set forth herein and the other Guiding Documents. Except as provided in the Guiding Documents, Property Manager shall have no authority (a) to execute any contract or agreement for or on behalf of PORT, (b) to provide additional services or modify existing services to tenants, or (c) to assume or create any obligation or liability or to make any representation, covenant, agreement or warranty for or on behalf of PORT.

Section 3.02 Standard of Care. Property Manager shall perform its duties and obligations hereunder in a commercially reasonable manner, consistent with the degree of care, skill, prudence, diligence and good faith that a property manager would use in managing other properties or performing similar services in the same geographic location (the “Standard of Care”). Without limiting the generality of the foregoing, Property Manager shall employ such efforts as are consistent with the Standard of Care to comply with all applicable requirements of federal, state and local laws, ordinances, rules, regulations and orders governing the leasing, promotion, management, use, operation, repair and maintenance of the Properties and the terms of any leases, mortgages or other agreements to which Properties are subject (collectively, the “Requirements” or individually a “Requirement”). Property Manager shall have in its employ at all times a sufficient number of capable employees to properly, adequately, safely and economically perform the duties hereunder. Further, Property Manager shall carry out its duties set forth herein in a manner that is consistent with PORT’s written instructions concerning its election to be taxed as a real estate investment trust under the Internal Revenue Code of 1986, as amended.

Section 3.03 Marketing Authorization. Property Manager is authorized to establish rental rates and implement marketing strategies in accordance therewith. Property Manager shall supervise the preparation of all advertising layouts, brochures, and campaigns. Advertising and promotional materials shall be prepared in accordance with Property Manager’s budget and full compliance with federal, state, and municipal fair housing laws, and Property Manager shall not use PORT’s name (or any Affiliate of PORT) without PORT’s express written approval.

Section 3.04 Acquisition and Disposition. Property Manager shall provide management, supervisory, administrative and logistical services and support to PORT and to Advisor consistent with the Standard of Care and the Guiding Documents in connection with (i) the identification and evaluation of Properties that might be suitable for purchase or other acquisition, (ii) the purchase or other acquisition of Properties, (iii) the financing or refinancing of Properties, and (iv) the sale or other disposition of Properties (including, without limitation, the structuring and negotiation of such transactions and the management of PORT’s dealings with brokers, appraisers, bankers and other professionals engaged by PORT in connection with such transactions). For purposes of clarification, Properties acquired, directly or indirectly, by PORT or the Partnership will be deemed Properties under this Agreement, and Properties sold by PORT or the Partnership shall no longer be deemed Properties under this Agreement, in either case regardless of whether this Agreement or any exhibit or schedule is formally amended to reflect the new or former Properties.

Section 3.05 Leasing. Property Manager shall exercise such efforts as are consistent with the Standard of Care to obtain and keep residents and will cooperate with any broker in any reasonable manner likely to aid in filling any vacancy. Property Manager is authorized, consistent with the Standard of Care and Guiding Documents, to negotiate, prepare, and execute all leases on PORT’s approved lease form, including all renewals and extensions of leases and to cancel and modify existing leases, provided such actions are taken in accordance with all Requirements.

Section 3.06 Security Deposits. Property Manager is authorized to establish accounts on behalf of PORT for holding security deposits, if any, in accordance with all Requirements, and shall collect and refund security deposits in accordance with the terms of each resident’s lease and as may be required by applicable law. If required by statute, Property Manager will deposit security deposits into a separate interest-bearing account and pay residents the interest earned on such deposit; otherwise, Property Manager will deposit security deposits into the Operating Account (as defined below). When Property Manager reasonably deems appropriate, Property Manager may offset resident charges with forfeited security deposit amounts and disburse any surplus security deposits from the Operating Account.

Section 3.07 Collection of Rents and Enforcement of Leases. Property Manager shall exercise such efforts as are consistent with the Standard of Care to promptly collect all rents and other charges for services provided in connection with the use of the Properties. All monies collected shall be promptly deposited into the Operating Account unless otherwise directed by PORT. When necessary and permissible by applicable Requirements, Property Manager is authorized to institute the following actions: (a) terminate tenancies; (b) sign and serve such notices as are deemed reasonably necessary or expedient by Property Manager; (c) institute and prosecute actions and evict residents; (d) recover rents and other sums due by legal proceedings; and (e) settle, compromise, and release such actions or suits, or reinstitute such tenancies. Attorney’s fees, filing fees, court costs, and other reasonable and necessary expenses incurred in connection with such actions and not recovered from residents shall be paid out of the Operating Account.

Section 3.08 Operating Expenditures.

(a)The term “Operating Expenditures” shall mean the aggregate of all actual, reasonable expenses incurred by Property Manager in accordance with this Agreement in connection with or arising from the identification, acquisition, financing, ownership, operation, management, repair, disposition, replacement, maintenance, and use or occupancy of the Properties including, without limitation, expenditures for: (i) license and permit fees, landowner association fees and assessments, and all other charges of any kind and nature by any governmental or public authority; (ii) management fees and any other reasonable expenses incurred by Property Manager consistent with the Guiding Documents; (iii) advertising and marketing expenses, and leasing fees and commissions; (iv) legal, accounting, engineering, and other professional and consulting fees and disbursements; (v) accounts payable to independent contractors providing labor, material, services and equipment to the Properties; (vi) premiums for insurance paid with respect to the Properties or the operations thereof; (vii) resident improvements and replacement and segregated reserves therefor; (viii) maintenance and repair of the Properties and all property and equipment used in connection with the operation thereof; (ix) renovation, improvement and development of the Properties and all property and equipment used in connection with the operation thereof; (x) refunds or security or other deposits to resident and contracting parties; (xi) funds reserved for contingent or contested liabilities, real estate taxes, insurance premiums, or other amounts not payable on a monthly basis; (xii) service contracts and public utility charges and assessments; (xiii) personnel administration charges and pre-employment screening and testing costs; (xiv) cost of third party revenue management programs; and (xv) costs of credit reports, bank charges, and like matters. Operating Expenditures may include (A) payroll, benefits and overhead expenses approved by PORT, and (B) other costs and expenses of Property Manager’s or its Affiliates’ personnel engaged in any Additional Services; provided, however, that Property Manager shall be responsible for paying, and shall not be reimbursed for, its general administrative overhead costs and expenses, including without limitation the costs and expenses of renting its offices, employing its general administrative staff, purchasing or renting its office equipment and supplies, and maintaining phone and internet connections.

(b)For purposes of clarification, Property Manager may perform (or cause its Affiliates to perform) certain services (including without limitation services related to leasing, onboarding, fit-up, inspecting, renovation, improvement, development, construction, maintenance, repair, cleaning, painting or decorating any of the Properties) that could be contracted or subcontracted out to third parties hereunder, and, for performing such services, Property Manager (or its Affiliates) shall be entitled to reimbursement for the costs and expenses incurred performing such services (in addition to the Leasing Fees, Property Management Fee, and Shared Fees contemplated under Article VI) at rates

commensurate with rates that would be payable to unrelated third parties if Property Manager engaged such unrelated third parties to perform such services (collectively, the “Additional Services”).

(c)Property Manager is authorized to incur expenses in connection with the operation and management of the Properties. Property Manager shall employ such efforts as are consistent with the Standard of Care to insure that the actual costs of maintaining and operating the Properties shall not be excessive in relation to comparable properties. In cases of emergency, Property Manager may make expenditures if such expenditures are necessary in the reasonable judgment of Property Manager to effectively protect the Properties or to prevent personal injury and is not in excess of $10,000 with respect to any individual Property or $250,000 collectively among all Properties during any calendar year. Property Manager will promptly notify PORT of any such emergency.

Section 3.09 Capital Expenditures. Any capital expenditure (excluding expenditures related to acquisition activities and rehabilitation of newly acquired Properties) over $15,000 per Property shall be awarded on the basis of competitive bidding, solicited in the following manner: (a) a minimum of two (2) written bids shall be obtained for each purchase where possible and practical to obtain such bids; (b) each bid will be solicited in a form so that uniformity will exist in the bid quotes; (c) Property Manager shall provide Advisor with all bid responses accompanied by Property Manager’s recommendations as to the most acceptable bid; and (d) Advisor shall be free to accept or reject any and all bids, provided that if Advisor fails to do so within three (3) Business Days, Property Manager shall provide written notice to Advisor that a failure to respond within one (1) Business Day shall constitute a deemed approval, and if Advisor fails to do so within such one (1) Business Day, such failure shall be deemed acceptance. PORT shall be responsible for capital expenditures and may pay some from its own resources or may authorize payment by Property Manager out of available funds in the Operating Account.

Section 3.10 Public Utility and Service Contracts. To the extent applicable, Property Manager shall negotiate and execute, in its capacity as PORT’s agent, contracts for water, electricity, gas, vermin or pest extermination, and any other services which are necessary to properly maintain the Properties. All required utility deposits will be the responsibility of PORT and each contract shall: (a) be in the name of, and expense of, PORT; and (b) include a provision for cancellation thereof by PORT or Property Manager.

Section 3.11 Reserved.

Section 3.12 Compliance with Regulations. Property Manager shall employ such efforts as are consistent with the Standard of Care to cause the Properties to be in compliance with all Requirements. Property Manager shall promptly give notice to Advisor of Property Manager’s receipt of any oral or written notice of the existence of a material violation of any material Requirement or as otherwise required by the Standard of Care (a “Violation”), and Property Manager shall promptly cure at PORT’s expense any such Violation applicable to any Property, other than a Violation that is required to be cured by the respective tenants under the leases in effect at the Property. Expenses incurred in curing any Violation applicable to any Property may be paid from the Operating Account to the extent such expenses have been budgeted for, and provided such expenses do not exceed $2,500 in any one instance. If (1) such expenses have not been so budgeted, (2) more than $2,500 is required to remedy a Violation, or (3) a Violation is one for which PORT may be subject to penalty, Property Manager shall immediately notify PORT of such Violation and advise PORT regarding a course of action for curing such Violation.

Section 3.13 Environmental Risk Management. PORT acknowledges and understands that Property Manager, except with respect to the obligations set forth in Section 3.04, is not responsible for (1) evaluating the presence or absence of hazardous or toxic substances, mold, waste, materials, electromagnetic field, radon or radioactive materials upon, within, above, or beneath the Properties; (2) maintaining or evaluating compliance with environmental, hazardous or solid materials or waste laws, rules and regulations except for any operating and maintenance plan applicable to the Properties or in connection with Property Manager’s construction management duties; or (3) conducting or ensuring clean-up or remediation of existing or identified hazardous material spills or contamination unless the parties otherwise agree in writing or as expressly provided herein.

(a) Accordingly, Property Manager’s obligations to PORT with respect to the presence of Hazardous Materials and/or with the compliance and enforcement of Hazardous Materials Laws shall be subject to, conditioned upon, and limited by the following:

(i)PORT may from time to time, at PORT’s sole discretion and expense, obtain from an independent environmental consultant retained by PORT, an environmental assessment report on the Properties (or any of them) and may have such assessment report periodically updated.

(ii)Except as provided by Section 3.13(a)(iii), Section 3.04, or as otherwise expressly agreed in writing by the parties, Property Manager shall not be obligated to make an independent determination as to the presence or absence of Hazardous Materials, or whether the Properties are in violation or compliance with any Hazardous Materials Laws. Property Manager may seek, on PORT’s behalf and at PORT’s expense, to enforce a resident’s compliance with any Hazardous Materials Laws in accordance with an environmental consultant’s recommendations contained in any environmental assessment report. Property Manager shall not have any obligation to determine whether or not PORT, any residents, the Properties, or any portion thereof is in compliance with Hazardous Materials Laws; provided, Property Manager shall promptly notify PORT of any violations or potential violations of Hazardous Materials Laws observed on the Properties.

(iii)Property Manager shall be responsible for any Hazardous Materials which it uses or introduces to the Properties, including storage, containment, removal, or remediation as required by applicable law. To the extent Hazardous Materials (such as cleaning supplies or fuel) are required by Property Manager in the discharge of its duties under this Agreement, Property Manager shall only use and store quantities of such Hazardous Materials as are permitted under applicable law, and shall store, use and dispose of such Hazardous Materials in accordance with applicable laws. In connection with the foregoing, Property Manager hereby agrees to and shall indemnify, protect, defend, save, and hold harmless PORT, its principals and employees, and their respective successors and assigns from any claim, cause of action, liability, loss, demand, damages (including damages associated with any environmental law), fine, penalty, injury, cost, or expense (including attorney’s fees and expenses) arising out of or relating in any way to Property Manager’s violation of this Section 3.13(a)(iii).

(iv)Property Manager shall not be responsible for the abatement, clean-up or remediation of any spill of or contamination from any Hazardous Materials upon, beneath, or within all, or any portion, of the Properties (other than Hazardous Materials introduced, used or stored by Property Manager in violation of Section 3.13(a)(iii)), and the entire responsibility for such clean-up, abatement, or remediation shall lie with PORT and PORT’s environmental consultation. However, Property Manager shall cooperate with PORT in coordinating and supervising any abatement, clean-up, monitoring or remedial action on a Property site. PORT agrees that, with respect to any abatement, clean-up, or remedial action, PORT shall employ a qualified and licensed environmental clean-up company to undertake such clean-up and remediation, and PORT’s environmental consultant shall oversee the entire abatement, clean-up and remediation process and the obtaining of any required governmental approvals. If the clean-up or remediation is the responsibility of any resident of the Properties and/or PORT’s environmental consultant, Property Manager shall, on PORT’s behalf, require the resident to utilize qualified and licensed environmental clean-up companies and ensure that the clean-up and remediation is conducted to PORT’s satisfaction and in accordance with all Hazardous Materials Laws, governmental laws and approvals of which Property Manager is aware.

(v)In connection with the foregoing, PORT hereby agrees to and shall indemnify, protect, defend, save, and hold harmless Property Manager, its principals and employees, and their respective successors and assigns from any claim, cause of action, liability, loss, demand, damages (including damages associated with any environmental law), fine, penalty, injury, cost or expense (including attorney’s fees and expenses) arising out of or relating in any way to (1) the actions, or failure to act, by Property Manager in following PORT’s and PORT’s environmental consultant’s directions, (2) PORT’s failure or refusal to employ an environmental consultant with respect to the Properties, (3) the acts, omissions, or negligence of PORT, PORT’s environmental consultant, or the failure of such environmental consultant, to fulfill its obligations with respect to the Properties, (4) any

violation of Hazardous Materials Laws applicable to the Properties, (5) the designation of Property Manager as an “operator” or the Properties as a “regulated facility” under Hazardous Materials Laws, or otherwise liable as a party under any Hazardous Materials Laws, or as a party in any claim for contribution, cost recovery or indemnity against Property Manager, or its insurer arising out of the foregoing, and (6) any condition or circumstance arising initially prior to the date of this Agreement (regardless of whether such condition or circumstance continues). The foregoing indemnity shall not apply to any claim, cause of action, liability, loss, demand, damages (including damages associated with any environmental law), fine, penalty, injury, cost, or expense (including attorney’s fees and expenses) resulting from an indemnified party’s sole or gross negligence or willful misconduct.

(b) The indemnities herein shall be immediately vested and shall survive the expiration or termination of this Agreement.

Section 3.14 Disclaimer of Certain Liabilities. Property Manager assumes no liability for any acts or omissions of PORT. Property Manager assumes no liability for any failure of, or default by, any tenant in the payment of any rent or other charges due PORT or in the performance of any obligations owed by any tenant to PORT pursuant to any lease or otherwise.

Section 3.15 No Requirement to Advance Funds. In no event shall Property Manager advance any monies on behalf of PORT, lend its credit to the Properties, or incur any liability in Property Manager’s own name.

Section 3.16 Representations. Property Manager represents and warrants to PORT as follows:

(a) Property Manager (i) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Florida, (ii) has qualified or will qualify to do business as a foreign corporation and will remain so qualified, and is and will remain in good standing, in each jurisdiction where the character of its property or the nature of its activities makes such qualification necessary and in which failure to so qualify would have a material adverse effect upon Property Manager or its ability to perform its obligations hereunder, (iii) has and will have full limited liability company power to own its property, carry on its business as presently conducted, and to enter into and perform it obligations under this Agreement and (iv) has and will have all licenses or other governmental approvals necessary to perform it obligations hereunder.

(b) The execution and delivery by Property Manager of this Agreement has been duly authorized by all necessary limited liability company action on the part of Property Manager. Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on Property Manager or its property or the certificate of formation of Property Manager, or any of the provisions of any indenture, mortgage, contract or other instrument to which Property Manager is a party or by which it is bound or result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument.

(c) The execution and delivery by Property Manager of this Agreement does not require the consent or approval of, the giving of notice to, the registration or filing with, or the taking of any other action in respect of any state, federal or other governmental authority or agency.

(d) This Agreement has been duly executed and delivered by Property Manager and, assuming due authorization, execution and delivery by PORT, constitutes a valid and binding obligation of Property Manager enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally and general principles of equity).

(e) There are no actions, suits, or proceedings pending, or, to the knowledge of Property Manager, threatened or likely to be asserted against or affecting Property Manager before or

by any court, administrative agency, arbitrator, or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of Property Manager will be determined adversely to Property Manager or if determined adversely to Property Manager, will materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect Property Manager’s ability to perform its obligations under this Agreement. Property Manager is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by the above mentioned documents.

(f) No consents, approvals, waivers or notifications of members, creditors, lessors or other nongovernmental persons are required to be obtained by Property Manager in connection with the execution and delivery of this Agreement and the consummation of all the transactions herein contemplated.

(g) Property Manager is not (and no person or entity owning a beneficial interest equal to or greater than twenty percent (20%) in Property Manager shall be) subject to sanctions of the United States government or in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations (“Laws”) relating to terrorism or money laundering, including, without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, the “Patriot Act”).

(h) Neither Property Manager nor any person or entity owning a beneficial interest equal to or greater than twenty percent (20%) in Property Manager is a “Prohibited Person,” which term is defined as: (i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, 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 with whom Property Manager is prohibited from dealing or otherwise engaging in any transaction by any terrorism or anti-money laundering Law, including the Executive Order and the Patriot Act; (iv) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (v) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website, https://www.treasury.gov/ofac/downloads/sdnlist.pdf, or any replacement website or other replacement official publication of such list.

(i) As of the Effective Date, Property Manager has no actual knowledge of any illegal activities relating to controlled substances on any Property.

(j) As of the Effective Date, to Property Manager’s actual knowledge, (i) each Property is being used exclusively as a residential rental property and (ii) no illegal activity is taking place at any Property.

Section 3.17 Advisor. Notwithstanding anything to the contrary herein, the duties and responsibilities of Property Manager set forth herein are subject in all respects to the authority of Advisor.

Section 3.18 Additional Covenants. Property Manager shall exercise such efforts as are consistent with the Standard of Care to comply with the terms and conditions of any additional requirements of Lender(s) to the Properties and agrees not to knowingly or intentionally take any action in material contravention thereof.

ARTICLE IV
BANKING AND FINANCIAL RECORDS

Section 4.01 Account Agency Agreement & Bank Accounts. Concurrent with the commencement of this Agreement, PORT and Property Manager shall enter into a joint account agreement (the “Account Agency Agreement”) at PORT’s platform bank or other bank acceptable to

PORT (the “Operating Account”). PORT shall retain the ability to change the platform banks at its discretion with reasonable notice to Property Manager. It is understood that the bank account contemplated and authorized by the Account Agency Agreement shall be a non-interest bearing checking account.

Section 4.02 Financial Recordkeeping. Financial records include, but are not limited to, general ledgers for each account, journal entries, all supporting documentation and calculations used to create journal entries, trial balances, financial statements, bank statements, bank reconciliations, tax reports, accounts payable and receivable records, rent rolls, tenant information, portfolio analysis routinely created or created at the request of PORT, ad hoc reports requested by PORT from time to time and any other financial records and reports listed on Schedule B. At PORT’s cost, Property Manager shall maintain, at Property Manager’s premises and electronically in a centralized location designated and accessible by PORT, and maintain in a manner customary and consistent with generally accepted accounting principles, financial records based on PORT’s fiscal year-end. Property Manager shall not delete, destroy, relocate or otherwise make any historical record inaccessible to PORT without PORT’s prior written consent. Property Manager shall use the Company’s chart of accounts. PORT shall bear the expense of maintaining financial records electronically and the expense of storing historical financial records that are more than 36 months old.

Section 4.03 Internal Controls Environment. Property Manager shall continuously maintain an internal control environment that is customary and consistent with the size and complexity of PORT’s business. At PORT’s expense, PORT may hire consultants and other advisors to further develop and refine Property Manager’s internal controls. Property Manager agrees, at PORT’s expense, to implement all reasonable suggestions PORT makes to modify internal controls and agrees to periodic testing and remediation of any identified deficiencies. Property Manager also agrees to assist in an audit of the internal controls if requested by PORT, to be completed at PORT’s expense and in accordance with Section 4.05 herein.

Section 4.04 Required Financial Reports. Property Manager shall furnish as listed on Schedule B monthly reports of collections, disbursements, and other accounting matters, on a schedule agreed to by PORT and any Lender(s). To support the monthly financial reports, Property Manager shall maintain at Property Manager’s premises copies of the following: (a) bank statements, bank deposit slips, and cancelled checks; (b) comprehensive bank reconciliations; (c) detailed cash receipt records; (d) summaries of adjusting journal entries, and (e) supporting documentation for payroll, payroll taxes, and employee benefits.

Section 4.05 PORT’s Right to Audit and Test. Property Manager, in the conduct of its responsibilities and obligations to PORT hereunder, shall maintain complete, accurate, and separate books and records for the Properties, the entries to which shall be supported by sufficient documentation to ascertain that said entries are properly and accurately recorded with regard to each Property. Such books and records shall be maintained in accordance with PORT’s financial information requirements and shall at all times be the property of PORT. Property Manager shall maintain such books and records for a period of not less than 12 months after the date of expiration or earlier termination of this Agreement, except that upon any termination of this Agreement by PORT, Property Manager shall immediately deliver to PORT all such books and records. PORT reserves the right to conduct an examination of the books and records maintained by Property Manager for PORT or that relate to the calculation of the fees, expenses, or other compensation paid or payable pursuant to this Agreement, and to perform any and all audit tests (whether conducted by the external auditors or PORT’s internal audit team) relating to Property Manager’s activities, either at the Properties, or at the office of Property Manager; provided such examination and tests are related to those activities performed by Property Manager for PORT or the calculation of the fees, expenses, or other compensation paid or payable pursuant to this Agreement. PORT may also conduct periodic testing of Property Manager’s internal controls. PORT shall give Property Manager not less than forty-eight (48) hours written notice of any such audit, examination or testing. Any and all such audits conducted either by PORT’s employees or appointees will be at the sole expense of PORT.

Section 4.06 Disbursement of Deposits. If requested by PORT, Property Manager shall remit to PORT with the monthly financial report all unexpended operating funds, except for a reserve of contingencies, as provided in Section 5.01 below, which shall remain in the Operating Account.

ARTICLE V
PORT’S DUTIES AND RESPONSIBILITIES

Section 5.01 Initial Deposits and Contingency Reserves. Immediately upon the commencement of this Agreement, to the extent not previously deposited, PORT shall deposit into the Operating Account the following amounts: (a) the sum of $100,000 to be deposited in the Operating Account as an initial deposit representing the estimated disbursements for Operating Expenditures to be made in the first month following the commencement of this Agreement. Furthermore, PORT authorizes Property Manager to maintain a contingency reserve of $250 per Property at all times in the Operating Account to enable Property Manager to pay obligations of PORT under this Agreement as they become due in accordance with this Agreement.

Section 5.02 Insufficient Operating Funds. If a cash flow deficit can be anticipated in the next budgeted month of operations, PORT agrees to, prior to the commencement of the next budgeted month, remit to Property Manager sufficient funds to cover the anticipated deficiency and fully fund the Operating Expenditures and approved contingency reserves. In the event that funds in the Operating Account become insufficient to cover all Operating Expenditures and approved contingency reserves, PORT agrees to, within three (3) days of notice, remit to Property Manager sufficient funds to cover the deficiency and replenish the contingency reserves. Notwithstanding any provision hereof to the contrary, Property Manager’s performance under this Agreement shall be excused and shall in no event be in default in the event there are insufficient funds in the Operating Account to perform its services described hereunder unless due to the gross negligence or willful misconduct of Property Manager.

Section 5.03 Property Manager’s Compensation. PORT agrees to pay Property Manager, as compensation for services rendered in managing and leasing the Properties in accordance with the terms of this Agreement, the compensation as specified in Article VI below. Property Manager’s compensation may be paid to itself by Property Manager, on behalf of PORT when due hereunder from the Operating Account.

Section 5.04 Property Manager’s Costs to be Reimbursed. PORT agrees to reimburse Property Manager for all direct costs incurred in managing and leasing the Properties in accordance with the terms of this Agreement. Property Manager’s reimbursement may be paid to itself by Property Manager, on behalf of PORT, from the Operating Account as incurred by Property Manager.

Section 5.05 Representations. As of the Effective Date, PORT represents and warrants to Property Manager as follows:

(a) PORT is a corporation duly formed, validly existing and in good standing under the laws of the State of Maryland, (ii) has qualified or will qualify to do business as a foreign corporation and will remain so qualified, and is and will remain in good standing, in each jurisdiction where the character of its Properties or the nature of its activities makes such qualification necessary and in which failure to so qualify would have a material adverse effect upon PORT or its ability to perform its obligations hereunder, (iii) has and will have full corporate power to own the Properties, carry on its business as presently conducted, and to enter into and perform it obligations under this Agreement and (iv) has and will have all licenses or other governmental approvals necessary to perform it obligations hereunder.

(b) The execution and delivery by PORT of this Agreement has been duly authorized by all necessary corporate action on the part of PORT. Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on PORT or its Properties or the certificate of formation of PORT, or any of the provisions of any indenture, mortgage, contract or other instrument to which PORT is a party or by which it is bound or result in the creation or

imposition of any lien, charge or encumbrance upon any of the Properties pursuant to the terms of any such indenture, mortgage, contract or other instrument. The execution and delivery by PORT of this Agreement does not require the consent or approval of, the giving of notice to, the registration or filing with, or the taking of any other action in respect of any state, federal or other governmental authority or agency.

(c) This Agreement has been duly executed and delivered by PORT and, assuming due authorization, execution and delivery by Property Manager, constitutes a valid and binding obligation of PORT enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally and general principles of equity).

(d) There are no actions, suits, or proceedings pending, or, to the knowledge of PORT, threatened or likely to be asserted against or affecting PORT before or by any court, administrative agency, arbitrator, or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of PORT will be determined adversely to PORT or if determined adversely to PORT, will materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect PORT’s ability to perform its obligations under this Agreement. PORT is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by the above mentioned documents.

(e) No consents, approvals, waivers or notifications of members, creditors, lessors or other nongovernmental persons are required to be obtained by PORT in connection with the execution and delivery of this Agreement and the consummation of all the transactions herein contemplated.

(f) PORT is not (and no person or entity owning a beneficial interest equal to or greater than twenty percent (20%) in PORT shall be) subject to sanctions of the United States government or in violation of any Laws relating to terrorism or money laundering, including, without limitation, the Executive Order and the Patriot Act. Neither PORT nor any person or entity owning a beneficial interest equal to or greater than twenty percent (20%) in PORT is a Prohibited Person.

ARTICLE VI
COMPENSATION OF PROPERTY MANAGER

Section 6.01 Leasing Fees. PORT shall pay to Property Manager on a monthly basis in arrears, the following fees in connection with ongoing lease activity: (a) for all newly placed tenants, one-half of one month’s rent applicable to the initial rent period, and (b) for all renewal tenants, $100.

Section 6.02 Property Management Fee. PORT shall pay to Property Manager, on a monthly basis in arrears, fees for services provided by Property Manager to manage each Property (the “Property Management Fee”) equal to the following:

(a) For all Collected Rental Revenues up to $50,000,000 per annum (or $4,166,667 per month), 8%;

(b) For all Collected Rental Revenues in excess of $50,000,000 per annum, but less than or equal to $75,000,000 per annum (or $6,250,000 per month), 7%; and

Section 6.03 Shared Fees. PORT shall pay to Property Manager on a monthly basis in arrears, the following portion of additional fees actually collected from any Properties: (a) from application fees collected, 100% to Property Manager, (b) from insufficient funds fees collected, 50% to Property Manager; (c) from any late fees collected, 50% to Property Manager, and (d) from any other fees, 50% to Property Manager. For the avoidance of doubt, PORT shall retain 100% of the following fees: (x) any move-in fees, and (y) any pet fees.

Section 6.04 Definitions. “Collected Rental Revenues” shall mean the amount of rental revenue actually collected for each Property per the terms of the lease pertaining to each Property (including lease breakage fees) or pursuant to any early termination buyouts, but excluding other income items, fees or revenue collected by Property Manager, including but not limited to: application fees, insufficient funds fees, late fees, move-in fees, pet fees, and security deposits (except to the extent applied to rent per the terms of the lease pertaining to any Property).

Section 6.05 Additional Services; No Other Compensation. The Leasing Fees, Property Management Fee, and Shared Fees are in addition to the reimbursements otherwise due to Property Manager under this Agreement, including for the Additional Services as described in Section 3.09. Property Manager expressly agrees that Property Manager shall not be entitled to receive any other compensation or other payments from PORT for services provided in respect of the Property (including, without limitation, for construction management, legal, tenant coordination, design, engineering, consulting or any other services performed by Property Manager or its Affiliates) unless expressly provided for in this Agreement or pursuant to a separate written agreement between PORT and Property Manager.

Section 6.06 Election of Payment in Shares. Property Manager may elect, in its sole discretion, to receive payment of up to 2.0% of the Property Management Fee in any monthly period(s) in cash or cash equivalent aggregate net asset value amounts of Class A common shares of PORT, with the value per share equal to the most recent net asset value per share determined in accordance with PORT’s valuation guidelines. Such common shares issued to the Property Manager are eligible to participate in PORT’s share repurchase program, subject to the applicable limits, holding period and early repurchase deduction therein, provided that in the applicable repurchase period all repurchase requests made in good order from unaffiliated stockholders are satisfied first as a priority.

ARTICLE VII
INSURANCE AND INDEMNIFICATION

Section 7.01 Property and Liability Insurance. Property Manager shall, at PORT’s sole cost and expense, promptly obtain and keep in force at all times adequate insurance against physical damage (e.g., fire with extended coverage endorsement) and against liability for loss, damage, or injury to property or persons which might arise out of the occupancy, management, operation, or maintenance of the Properties and in accordance with the policies of PORT and/or Lender(s).

Section 7.02 Workers’ Compensation Insurance. Property Manager shall maintain workers’ compensation insurance covering all employees of Property Manager employed in, on, or about the Properties so as to provide statutory benefits required by state and federal laws.

Section 7.03 Fidelity Bond. Property Manager will maintain, at Property Manager’s expense, a comprehensive fidelity bond covering all employees of Property Manager who handle or are responsible for the safekeeping of any monies of PORT, and shall provide evidence of such policies to PORT.

Section 7.04 Indemnification. PORT shall indemnify, defend, and hold harmless Property Manager and its agents and employees from and against all claims, liabilities, losses, damages, and/or expenses arising out of (i) Property Manager’s performance under this Agreement, or (ii) facts, occurrences, or matters first arising prior to the date of this Agreement. PORT, at its own cost and expense, shall defend any action or proceeding against Property Manager arising therefrom. Notwithstanding the foregoing, PORT shall not be required to indemnify Property Manager against damages or expenses suffered as a result of the gross negligence, willful misconduct, or fraud on the part of Property Manager, its agents or employees. Property Manager shall indemnify, defend and hold harmless PORT and its agents from and against all claims, liabilities, losses, damages and/or expenses arising out of the gross negligence, willful misconduct, or fraud on the part of Property Manager, its agents, or employees, and shall at its own cost and expense defend any action or proceeding against PORT arising therefrom.

ARTICLE VIII
TERMINATION

Section 8.01 Termination. Notwithstanding the provisions of Article II above, this Agreement may also be terminated as follows:

(a)Automatically, in the event of an initial public offering of PORT’s common shares in the public markets with a concurrent listing of the common shares on a national securities exchange (an “IPO”); a sale of all or substantially all of PORT’s equity interests or Properties, a merger, or a share exchange, in a transaction that provides PORT’s stockholders with any combination of cash and/or securities of a publicly traded company in exchange for their common shares; or if the advisory agreement between PORT and Advisor is terminated (including through non-renewal) (except for cause) by PORT;

(b)by Property Manager, in the event PORT defaults in the performance of any of its obligations under this Agreement and fails to cure such default within fifteen (15) days after its receipt from Property Manager of a notice of default (specifying in reasonable detail the nature of the default complained of); provided, however, with respect to any non-monetary default that cannot be cured within fifteen (15) days, PORT shall have such additional period as shall be reasonable, provided that PORT has commenced to cure such default within such fifteen (15) day period, has proceeded to prosecute such cure with due diligence, and such cure is completed within sixty (60) days after PORT’s receipt of the notice of default; or

(c)by PORT, in the event Property Manager defaults in the performance of any of its obligations under this Agreement and fails to cure such default within fifteen (15) days after its receipt from PORT of a notice of default (specifying in reasonable detail the nature of the default complained of); provided, however, that if such default cannot be cured within fifteen (15) days, then such additional period as shall be reasonable, provided that Property Manager has commenced to cure such default within such fifteen (15) day period, has proceeded to prosecute such cure with due diligence and such cure is completed within sixty (60) days after Property Manager’s receipt of the notice of default; or

(d)by either PORT or Property Manager, if a Bankruptcy Event occurs with respect to the other party, or if any involuntary bankruptcy petition shall be filed against the other party and is not dismissed within sixty (60) days of the date of such filing, or in the event the other party shall make an assignment for the benefit of creditors, or take advantage of any insolvency statute or similar law, in any such event, termination to become effective upon written notice to the other party; or

(e)by PORT, without cause upon not less than ninety (90) days prior written notice to Property Manager.

Any amounts accruing to Property Manager prior to such termination shall be due and payable upon termination of this Agreement; provided, however, that in the event this Agreement is terminated pursuant to Section 8.01(c), no further fees or expenses shall be payable to Property Manager thereafter, other than reimbursement of expenses properly documented and supported by invoices or receipts.

Section 8.02 Termination Fee. If PORT terminates this Agreement pursuant to Section 8.01(a) before the end of the Term or any subsequent term year, then PORT shall be obligated to pay Property Manager an amount equal to two times the sum of the annual Property Management Fee for the trailing 12-month period. If PORT terminates this Agreement pursuant to Section 8.01(e) before the end of the Term or any subsequent term year, then PORT shall be obligated to pay Property Manager an amount equal to three times the sum of the annual Property Management Fee for the trailing 12-month period. Any amounts accruing to Property Manager prior to such termination shall be due and payable upon termination of this Agreement. To the extent funds are available, such sums shall be payable from the Operating Account. Any amount due in excess of the funds available from the Operating Account shall be paid by PORT to Property Manager upon demand. For the avoidance of doubt, Leasing Fees, Shared Fees, and fees attributable to Additional Services are not considered in the calculation of the Termination Fee.

Section 8.03 PORT Responsible for Payments. PORT will be responsible for the direct handling and payment of invoices received after notice of termination. Upon notice of termination, Property Manager will submit to PORT written notice of all obligations payable with respect to the Properties through the termination date.

Section 8.04 Final Accounting. Within sixty (60) days after termination, Property Manager shall deliver to PORT: (a) a final accounting, reflecting the balance of income and expenses on the Properties as of the date of termination; (b) all records, contracts, leases, receipts, deposits, unpaid bills, and other papers or documents which pertain to the Properties; and (c) all remaining funds held by Property Manager with respect to the Properties. In consideration of performing the services contemplated under the preceding sentence during such post-termination period, provided this Agreement is not terminated pursuant to Section 8.01(c), PORT shall pay Property Manager an accounting fee equal to $75,000 per month.

Section 8.05 Property Manager’s Retention of Copies. Property Manager shall be entitled to retain copies of all documents referred to in Section 8.04.

Section 8.06 Survival of Obligations. All obligations of the parties hereunder, as to which performance is contemplated to occur after termination, shall survive termination of this Agreement. Without limiting the generality of the foregoing, all representations and warranties of the parties contained herein and all provisions of this Agreement that require PORT to have insured or to defend, reimburse, or indemnify Property Manager shall survive the termination of this Agreement; and if Property Manager is or becomes involved in any proceeding or litigation by reason of having been PORT’s agent, such provisions shall apply as if this Agreement were still in effect.

ARTICLE IX
RESERVED

ARTICLE X
PROPERTY MANAGER RESTRUCTURING

Section 10.01 Subcontracting. Property Manager is authorized to subcontract or delegate any of its responsibilities hereunder to any of its Affiliates provided that such Affiliate executes a joinder to this Agreement, in form and substance satisfactory to PORT.

ARTICLE XI
MISCELLANEOUS

Section 11.01 Notices. All notices or other communications required or permitted by this Agreement shall be in writing and shall be deemed to have been duly received (i) if given by electronic mail transmitted delivery receipt requested, upon receipt of a delivery receipt, (ii) if given by certified or registered mail, return receipt requested, postage prepaid, three (3) Business Days after being deposited in the U.S. mails and (iii) if given by courier or other means, when received or personally delivered, and, in any such case, addressed as follows:

If to PORT:

Pacific Oak Residential Trust, Inc.

13901 Sutton Park Dr. S., Suite B 160

Jacksonville, FL 32224

Attention: Michael Gough

Email: mgough@pac-oak.com

If to Property Manager:

DMH Realty LLC

13901 Sutton Park Dr S., Suite B 160

Jacksonville, FL 32224

Attention: Mark Peta and Dan Umstead

Email: mpeta@pac-oak.com and dumstead@pac-oak.com

or to such other addresses as may be specified by any such person to the other person pursuant to notice given by such person in accordance with the provisions of this Section 11.01.

Section 11.02 Governing Law; Waiver of Jury Trial. THE PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA AS AT THE TIME IN EFFECT, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF FLORIDA, INCLUDING ANY APPELLATE COURTS THEREOF. THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 11.03 Entire Agreement. This Agreement sets forth the final, entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any and all prior commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof.

Section 11.04 Amendment; Modification. This Agreement shall not be amended, supplemented, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or assignees; provided that PORT shall deliver an updated Schedule A to Property Manager each month in accordance with Section 11.01.

Section 11.05 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.

Section 11.06 Construction. This Agreement shall be construed as if jointly drafted by PORT and Property Manager. Headings for sections, subsections, and other parts of this Agreement are for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

Section 11.07 Counterparts. This Agreement and any amendments, waivers, consents, or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, scanned pages or electronic signature shall be effective as delivery of a manually executed counterpart to this Agreement

Section 11.08 Transferability; Successors and Assigns. This Agreement is not transferable by Property Manager. The rights of PORT hereunder are transferable to any of its respective Affiliates upon no less than ten (10) days’ prior written notice to Property Manager. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 11.09 Confidentiality. No party to this Agreement will disclose the terms of this Agreement to any third party without the consent of the other parties hereto, except as required by securities or other applicable laws. Notwithstanding the above provisions, each party may disclose the terms of this Agreement (i) in connection with the requirements of a public or private offering or securities filing, (ii) to accountants, banks, and financing sources (both debt and equity) and their

advisors, (iii) in connection with the enforcement of this Agreement or rights under this Agreement, or (iv) in connection with a merger or acquisition (whether by an equity or asset transfer), or the like.

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed and delivered this AMENDED AND RESTATED MANAGEMENT AGREEMENT effective as of the date first written above.

Pacific Oak Residential Trust, Inc.

By: /s/ _Michael S. Gough

Name: Michael S. Gough

Title: Chief Executive Officer, President, and Director

DMH Realty, LLC

By: /s/ Michael S. Gough

Name: Michael S. Gough

Title: Manager

[Signature Page to Amended and Restated Management Agreement]

EAST\191841294.14

Schedule A

The Properties

A-1

Schedule B

Financial Record and Reports

(to be provided monthly unless otherwise noted)

1. Profit and Loss Statement (actual versus budgeted)

2. Rent Roll with Security Deposit

3. Leasing status report

4. Statement of Cash Flows

5. Monthly General Ledger detail

6. Capital Expenditure Report

7. Aged Receivable Report

8. Management Fee Calculation

9. Casualty reports (quarterly) detailing all damages and potential insurance claims

10. Liability reports (quarterly) detailing all current and potential legal claims from tenants, vendors, and third parties related to the Properties

11. Real estate tax analysis (quarterly)

B-1

Schedule C

Defined Terms

Capitalized terms used in this Agreement but not otherwise defined herein have the following definitions:

“Affiliate” shall mean, with respect to any Person, (i) 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; (ii) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. Section 101 et seq., as amended from time to time.

“Bankruptcy Event” with respect to any Person, means the occurrence of any of the following:

(a) Such Person voluntarily files for bankruptcy protection under the Bankruptcy Code.

(b) Such Person voluntarily becomes subject to any reorganization, receivership, insolvency proceeding, or other similar proceeding pursuant to any other federal or state law affecting debtor and creditor rights.

(c) Any Property becomes an asset in a voluntary bankruptcy or becomes subject to any voluntary reorganization, receivership, insolvency proceeding, or other similar voluntary proceeding pursuant to any other federal or state law affecting debtor and creditor rights.

(d) An order of relief is entered against such Person pursuant to the Bankruptcy Code or other federal or state law affecting debtor and creditor rights in any involuntary bankruptcy proceeding initiated or joined in by a Related Party. If such Person, any general partner of such person if such Person is a general partnership, or any Related Party has solicited creditors to initiate or participate in such a proceeding, regardless of whether any of the creditors solicited actually initiates or participates in the proceeding, then such proceeding will be considered as having been initiated by a Related Party.

(e) An involuntary bankruptcy or other involuntary insolvency proceeding is commenced against such Person (by a party other than PORT) but only if such Person has failed to use commercially reasonable efforts to dismiss such proceeding or has consented to such proceeding. “Commercially reasonable efforts” will not require any direct or indirect interest holders in such Person to contribute or cause the contribution of additional capital to such Person.

(f) If such Person is a general partnership, any of the following occur:

(i) Any general partner of such Person voluntarily files for bankruptcy protection under the Bankruptcy Code.

(ii) Any general partner of such Person voluntarily becomes subject to any reorganization, receivership, insolvency proceeding, or other similar proceeding pursuant to any other federal or state law affecting debtor and creditor rights.

(iii) An order of relief is entered against any general partner of such Person pursuant to the Bankruptcy Code or other federal or state law affecting debtor and creditor

C-1

rights in any involuntary bankruptcy proceeding initiated or joined in by a Related Party.

(iv) An involuntary bankruptcy or other involuntary insolvency proceeding is commenced against any general partner of such Person (by a party other than PORT) but only if such Person or such general partner of such Person has failed to use commercially reasonable efforts to dismiss such proceeding or has consented to such proceeding. “Commercially reasonable efforts” will not require any direct or indirect interest holders in such Person or such general partner of such Person to contribute or cause the contribution of additional capital to such Person.

“Business Day” means any day other than a Saturday, a Sunday, or any other day on which PORT or the national banking associations are not open for business.

“Governmental Authority” means any board, commission, department, agency or body of any municipal, county, state or federal governmental unit, or any subdivision of any of them, which has or acquires jurisdiction over any Property, or the use, operation or improvement of any Property, or over Property Manager.

“Hazardous Materials” means petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and oil; explosives; flammable materials; radioactive materials; polychlorinated biphenyls (PCBs) and compounds containing them; lead and lead-based paint; asbestos or asbestos containing materials in any form that is or could become friable; underground or above-ground storage tanks, whether empty or containing any substance; any substance the presence of which on any Property is prohibited by any Governmental Authority; any substance that requires special handling and any other material or substance now or in the future that (i) is defined as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic substance,” “toxic pollutant,” “contaminant,” or “pollutant” by or within the meaning of any Hazardous Materials Law, or (ii) is regulated in any way by or within the meaning of any Hazardous Materials Law.

“Hazardous Materials Law” and “Hazardous Materials Laws” means any and all federal, state and local laws, ordinances, regulations and standards, rules, policies and other governmental requirements, administrative rulings and court judgments and decrees in effect now or in the future, including all amendments, that relate to Hazardous Materials or the protection of human health or the environment and apply to Property Manager or to any Property. Hazardous Materials Laws include the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901, et seq., the Toxic Substance Control Act, 15 U.S.C. Section 2601, et seq., the Clean Water Act, 33 U.S.C. Section 1251, et seq., and the Hazardous Materials Transportation Act, 49 U.S.C. Section 5101 et seq., and their state analogs.

“Lender” means any lender providing a loan to PORT which is secured by a mortgage or deed of trust on any Property.

“Person” means an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c) (17) of the Internal Revenue Code of 1986, as amended from time to time (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.

“Related Party” means all the following:

(a) Property Manager.

(b) Any general partner of Property Manager if Property Manager is a general partnership.

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(c) Any Person that holds, directly or indirectly, any ownership interest (including any shareholder, member or partner) in Property Manager, any general partner of Property Manager if Property Manager is a general partnership, or any Person that has a right to manage Property Manager or any general partner of Property Manager if Property Manager is a general partnership.

(d) Any creditor of Property Manager that is related by blood, marriage or adoption to Property Manager.

(e) Any creditor of Property Manager or any general partner of Property Manager if Property Manager is a general partnership that is related to any partner, shareholder or member of, or any other Person holding an interest in, Property Manager or any general partner of Property Manager, if Property Manager is a general partnership.

C-3

Exhibit 10.4

Pacific Oak Residential Trust, Inc.

Up to $500,000,000 of Shares of Common Stock
(Plus $50,000,000 through Distribution Reinvestment Plan)

DEALER MANAGER AGREEMENT

September 9, 2022

Pacific Oak Capital Markets, LLC
3200 Park Center Drive, Suite 600
Costa Mesa, CA 92626

Ladies and Gentlemen:

Pacific Oak Residential Trust, Inc., a Maryland corporation (the “Company”), has commenced the offer and sale of up to $500 million of any combination of Class A and Class T shares of the Company’s common stock, $0.001 par value per share (the “Shares” or the “Securities”), on a “best efforts” basis (the “Primary Offering”), and up to $50 million of any combination of Shares pursuant to the Company’s distribution reinvestment plan (the “DRIP” and, together with the Primary Offering, the “Offering”), in each case, pursuant to exemptions from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. The Company desires to engage Pacific Oak Capital Markets, LLC, a Delaware limited liability company, to act as the Company’s dealer manager (the “Dealer Manager”) in connection with the Offering effective September 9, 2022. The effective date of this Agreement will be September 9, 2022.

The Dealer Manager anticipates entering into Selected Dealer Agreements with other broker-dealers who participate in the Offering (each participating broker-dealer being referred to herein as a “Selected Dealer”) substantially in the form attached as Exhibit A hereto. The Company shall have the right to approve any material modifications or addendums to the form of Selected Dealer Agreement.

The Share classes have different upfront selling commissions, dealer manager fees, placement agent fees and organization and offering expense fees (collectively, the “private placement fees”) and different ongoing distribution fees. The purchase price per share for each class of Shares purchased in the Primary Offering will vary and will generally equal the Company’s most recently disclosed net asset value (“NAV”) per share, as determined quarterly, plus applicable upfront private placement fees. The purchase price per share for the Shares purchased pursuant to the DRIP will be equal to the most recent NAV in effect on the purchase date.

In connection with the sale of Securities, the Company and Dealer Manager agree as follows:

1.Representations and Warranties of the Company. The Company represents and warrants to the Dealer Manager and to each Selected Dealer that:

1.1The Company proposes to issue and to sell Securities in accordance with its private placement memorandum, dated September 9, 2022, as amended or supplemented from time to time and including any exhibits or annexes (the “Private Placement Memorandum”).

1.2The Private Placement Memorandum does not or will not contain any untrue statement of a material fact or omit to state any 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. Notwithstanding anything contained herein to the contrary, the Company’s representations in this Section 1.2 will not extend to statements contained in or omitted from the Private Placement Memorandum that are primarily within the

knowledge of the Dealer Manager or any of the Selected Dealers and are based upon information furnished by the Dealer Manager in writing to the Company specifically for inclusion therein.

1.3No order preventing or suspending the use of the Private Placement Memorandum has been issued and no proceedings for that purpose are pending, threatened or, to the knowledge of the Company, contemplated by the Securities and Exchange Commission (the “SEC”); and, to the knowledge of the Company, no order suspending the offering of the Securities in any jurisdiction has been issued and no proceedings for that purpose have been instituted or threatened or are contemplated.

1.4The Company intends to use the funds received from the sale of the Securities as set forth in the Private Placement Memorandum.

1.5The Company has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except to the extent that the enforceability of the indemnity provisions contained in Section 6 of this Agreement may be limited under applicable securities laws and to the extent that the enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws that affect creditors’ rights generally or by equitable principles relating to the availability of remedies.

1.6The execution and delivery of this Agreement, the consummation of the transactions contemplated herein and compliance with the terms of this Agreement by the Company will not conflict with or constitute a default or violation under any charter, bylaws, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company.

1.7No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Company of this Agreement or the issuance and sale by the Company of the Securities, except to the extent required by the Securities Act and the Rules and Regulations thereunder, the applicable state securities laws or the regulations of the Financial Industry Regulatory Authority (“FINRA”).

1.8Each of the Securities have been duly authorized and, when issued and sold as contemplated by the Private Placement Memorandum and the Company’s charter, as amended and supplemented, and upon payment therefor as provided in the Private Placement Memorandum and this Agreement, each of the Securities will be validly authorized, duly issued, fully paid and non-assessable and will conform to the description thereof contained in the Private Placement Memorandum.

1.9Due Incorporation; Subsidiaries

(i)The Company is a corporation duly formed and validly existing under the General Corporation Law of the State of Maryland and is in good standing with all requisite power and authority to own, lease and operate its properties and conduct its business as described in the Private Placement Memorandum and to issue, sell and deliver the Securities as contemplated herein. PORT OP LP, a Delaware limited partnership (the “Operating Partnership”), is a limited partnership duly formed and validly existing under the Delaware Revised Uniform Limited Partnership Act and is in good standing with all requisite power and authority to carry out its business.

(ii)The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate: (A) have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company and the Subsidiaries (as defined below) taken as a whole; or (B) prevent or materially interfere with the consummation of the transactions contemplated hereby (the occurrence of any effect or any prevention or interference or any such result described in the foregoing clauses (A) and (B) being herein referred to as a “Material Adverse Effect”).

(iii)The Company’s direct or indirect subsidiaries are referred to collectively as the “Subsidiaries”.

(iv)Except as described in the Private Placement Memorandum, the Company owns all of the issued and outstanding capital stock and other equity interests of each of the Subsidiaries and other than this capital stock or other equity interests of the Subsidiaries, the Company does not own, directly or indirectly, any shares of stock or any other equity interests or long-term debt securities of any corporation, firm, partnership, joint venture, association or other entity. Complete and correct copies of the Company’s charter and bylaws and the charters, bylaws, limited liability company agreements, partnership agreements or other organizational documents of each Subsidiary and all amendments thereto have been delivered to the Dealer Manager. Each Subsidiary has been duly incorporated or organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with full corporate, limited liability company or partnership (as applicable) power and authority to own, lease and operate its properties and to conduct its business as described in the Private Placement Memorandum. Each Subsidiary is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a Material Adverse Effect. All of the outstanding shares of capital stock or other equity interests of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of any preemptive right, resale right, right of first refusal or similar right. No options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or other equity interests of the Subsidiaries are outstanding.

1.10The capital stock of the Company, including the Securities, conforms in all material respects to each description thereof contained in the Private Placement Memorandum.

1.11Except as described in the Private Placement Memorandum, neither the Company nor any of the Subsidiaries is in breach or violation of, or in default under, nor has any event occurred that, with notice, lapse of time or both, would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of the indebtedness under (i) its charter or bylaws, limited liability company agreement or partnership agreement (as applicable); (ii) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; (iii) any federal, state, local or foreign law, regulation or rule; (iv) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority; or (v) any decree, judgment or order

applicable to it or any of its assets, except for any of the foregoing in (ii), (iii), (iv) or (v) as would not, individually or in the aggregate, have a Material Adverse Effect.

1.12Except as described in the Private Placement Memorandum (i) no person has the right, contractual or otherwise, to cause the Company to issue or sell to it any Securities or other equity interests of the Company; (ii) no person has any preemptive rights, release rights, rights of first refusal or other rights to purchase any Securities or other equity interests of the Company; and (iii) no person has the right to act as an underwriter, placement agent, financial advisor to the Company or in any similar capacity in connection with the offer and sale of the Securities.

1.13Each of the Company and the Subsidiaries has all necessary licenses, authorizations, consents and approvals and has made all necessary filings required under any applicable law, regulation or rule in order to conduct their respective businesses, except where failure to obtain or maintain licenses, authorizations, consents or approvals or make such filings would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of the Subsidiaries is in violation of, or in default under, or has received notice of any proceedings relating to revocation or modification of, any license, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or any of the Subsidiaries, except where the violation, default, revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

1.14There are no actions, suits, claims, investigations or proceedings pending or, to the Company’s knowledge, threatened to which the Company or any of the Subsidiaries or any of their respective directors or officers is or would be a party or of which any of their respective properties is or would be subject at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or before or by any self-regulatory commission, board, body, authority or agency, or other non-governmental regulatory authority except any such action, suit, claim, investigation or proceeding that, if resolved adversely to the Company or any Subsidiary, would not, individually or in the aggregate, have a Material Adverse Effect.

1.15Reserved.

1.16Neither the Company nor any Subsidiary is, and after giving effect to the offering and sale of the Securities, neither of them will be, an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”), required to be registered under the Investment Company Act.

1.17Except as described in the Private Placement Memorandum, the Company and each of the Subsidiaries have good and marketable title to, or have valid rights to lease or otherwise use, all property (real and personal) that are material to the respective businesses of the Company and the Subsidiaries, in each case free and clear of all liens, claims security interests or other encumbrances except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

1.18The Company and the Subsidiaries own, possess or have the right to use sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets and other similar rights (collectively, “Intellectual Property”) reasonably necessary to conduct their businesses as now conducted. Neither the Company nor any of the Subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property of others. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property rights not otherwise described in the Private Placement Memorandum. None of the Intellectual Property

employed by the Company or any of the Subsidiaries has been obtained or is being used by the Company or any of the Subsidiaries in violation of any contractual obligation binding on the Company or any of the Subsidiaries or any of its or the Subsidiaries’ officers, directors or employees, if any, or otherwise in violation of the rights of any persons, except for violations that would not, individually or in the aggregate, have a Material Adverse Effect.

1.19The Company and the Subsidiaries and their respective properties, assets and operations are in compliance with, and the Company and each of the Subsidiaries hold all permits, authorizations and approvals required under, Environmental Laws (as defined below), except to the extent that failure to so comply or to hold such permits, authorizations or approvals would not, individually or in the aggregate, have a Material Adverse Effect. There are no past, present or, to the Company’s knowledge, reasonably anticipated future events, conditions, circumstances, activities, practices, actions, omissions or plans that could reasonably be expected to give rise to any costs or liabilities to the Company or any Subsidiary under, or to interfere with or prevent compliance by the Company or any Subsidiary with, Environmental Laws. Except as would not, individually or in the aggregate, have a Material Adverse Effect, neither the Company nor any of the Subsidiaries: (i) is, to the Company’s knowledge, the subject of any investigation; (ii) has received any notice or claim; (iii) is a party to or affected by any pending or, to the Company’s knowledge, threatened action, suit or proceeding; (iv) is bound by any judgment, decree or order; or (v) has entered into any agreement, in each case relating to any alleged violation of any Environmental Law or any actual or alleged release or threatened release or cleanup at any location of any Hazardous Materials (as defined below) (as used herein, “Environmental Law” means any federal, state or local law, statute, ordinance, rule, regulation, order, decree, judgment or injunction, or common law, relating to the protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials, and “Hazardous Materials” means any material (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) that is regulated by or may give rise to liability under any Environmental Law).

1.20All income and other material foreign, federal, state and local tax returns that are filed or required to be filed by the Company, any of the Subsidiaries or any predecessor entity have been timely filed (taking into account any extension of time within which to file such tax returns), and all material foreign, federal, state and local taxes and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties applicable thereto due or claimed to be due from such entities, have been timely paid, other than those being contested in good faith that have not been finally determined and for which adequate reserves have been provided in accordance with generally accepted accounting principles in the United States.

1.21The Company and each of the Subsidiaries maintain or will maintain insurance covering their respective properties, operations, personnel and businesses as the Company reasonably deems adequate. This insurance insures or will insure against such losses and risks to an extent that is adequate in accordance with customary industry practice to protect the Company and the Subsidiaries and their respective businesses. All such insurance is or will be fully in force and effect. Neither the Company nor any Subsidiary has reason to believe that it will not be able to renew any such insurance as and when it expires.

1.22No Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on the Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of the Subsidiary’s property or assets to the Company or any other

Subsidiary of the Company, except as described in the Private Placement Memorandum and except as any limitations would not, taken as a whole, be material to the Company.

1.23Except pursuant to this Agreement, neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s or broker’s fee or agent’s commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or by the Private Placement Memorandum.

1.24There are no outstanding loans, extensions of credit or advances or guarantees of indebtedness by the Company or any of the Subsidiaries to or for the benefit of any of the officers or directors of the Company or any of the Subsidiaries or any of the members of the families of any of them.

1.25There is no relationship, direct or indirect, that exists between or among the Company or any of the Subsidiaries on the one hand, and the directors, officers, members, stockholders, customers or suppliers of the Company or any of the Subsidiaries on the other hand which is not described in the Private Placement Memorandum.

1.26Neither the Company, any of the Subsidiaries, Pacific Oak Residential Advisors, LLC (the “Advisor”) or any of their affiliates is engaged in any unfair labor practice and, except for matters that would not, individually or in the aggregate, have a Material Adverse Effect, (i) there is: (A) no unfair labor practice complaint pending or, to the Company’s knowledge, threatened against the Company or any of the Subsidiaries, the Advisor or any of their affiliates before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending or, to the Company’s knowledge, threatened; (B) no strike, labor dispute, slowdown or stoppage pending or, to the Company’s knowledge, threatened against the Company or any of the Subsidiaries, the Advisor or any of their affiliates; and (C) no union representation dispute currently existing concerning the employees of the Company or any of the Subsidiaries, the Advisor or any of their affiliates; (ii) to the Company’s knowledge, no union organizing activities are currently taking place concerning the employees of the Company or any of the Subsidiaries, the Advisor or any of their affiliates; and (iii) there has been no violation of any federal, state, local or foreign law relating to discrimination in the hiring, promotion or pay of employees, any applicable wage or hour laws or any provision of the Employee Retirement Income Security Act of 1974 (“ERISA”) or the rules and regulations promulgated thereunder concerning the employees of the Company or any of the Subsidiaries, the Advisor or any of their affiliates.

1.27Except as contemplated by the Private Placement Memorandum, no other Shares or other equity interests of the Company have been or shall be offered or sold by the Company before the completion of the Offering. No securities of the Company have been or shall be offered or sold at any time in a manner that would adversely affect the availability of the exemptions from registration under Regulation D or under any applicable state securities laws being relied upon by the Company with respect to the offering and sale of the Securities. Without limiting the foregoing, with respect to the Securities to be offered and sold hereunder in reliance on Rule 506(b) under the Securities Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, manager or advisor and any directors, executive officers or other officers of the Company, the manager or advisor participating in the Offering, any beneficial owner (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale of any Regulation D Securities (but, in each case, excluding the Dealer Manager Covered Persons, as defined below, as to whom no representation is made) (each, an “Company Covered Person” and, collectively, the “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii)

under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has exercised reasonable care, and during the term of the Offering will continue to exercise reasonable care, to determine (i) the identity of each person that is a Company Covered Person; and (ii) whether any Company Covered Person is subject to a Disqualification Event. The Company has complied and will comply, to the extent applicable, with its disclosure obligations under Rule 506(e) under the Securities Act, and has furnished to the Dealer Manager and any Selected Dealer a copy of any disclosures provided thereunder.

1.28The Company is not aware of any person (other than any Company Covered Person, Dealer Manager Covered Person or Selected Dealer Covered Person (as defined below)) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Shares.

1.29With respect to each Company Covered Person, the Company has established procedures reasonably designed to ensure that the Company receives notice from each such Company Covered Person of (i) any Disqualification Event relating to that Company Covered Person, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that Company Covered Person.

1.30The representations and warranties in Sections 1.27 through 1.29 are and shall be continuing representations and warranties throughout the term of the Offering. The Company will promptly notify the Dealer Manager in writing upon becoming aware of any fact which makes any such representation or warranty untrue.

1.31All statistical or market-related data included or incorporated by reference in the Private Placement Memorandum are based on or derived from sources that the Company reasonably believes to be reliable and accurate, and the Company has obtained the written consent to the use of such data from such sources to the extent required. Each “forward-looking statement” (within the meaning of Section 27A of the Securities Act or Section 21E of the Exchange Act) contained in the Private Placement Memorandum has been made with a reasonable basis and in good faith. Any projections included in the Private Placement Memorandum (the “Projections”) were made by the Company with a reasonable basis and in good faith and reflect the Company’s good faith best estimate of the matters described therein. Any Projections were prepared by the Company based on reasonable assumptions, including, among other things, (i) the Company’s anticipated future performance after the consummation of the Offering and (ii) general business and economic conditions. The Projections are based upon an analysis of the data available to the Company, after due inquiry, at the time of the Projections.

2.Representations and Warranties of the Dealer Manager. As an inducement to the Company to enter into this Agreement, the Dealer Manager represents and warrants to the Company that:

2.1 The Dealer Manager is a member in good standing of FINRA and a broker-dealer registered as such under the Exchange Act. The Dealer Manager and its employees and representatives have all required licenses and registrations to act under this Agreement.

2.2 The information under the caption “Plan of Distribution” in the Private Placement Memorandum and all other information furnished, and to be furnished, to the Company by the Dealer Manager in writing expressly for use in the Private Placement Memorandum, does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

2.3 The Dealer Manager represents that neither it, nor any of its directors, executive officers, other officers participating in the offering of Regulation D Securities, general partners or managing members, nor any of the directors, executive officers or other officers participating in the offering of Regulation D Securities of any such general partner or

managing member, nor any other officers or employees or associated person of the Dealer Manager or any such general partner or managing member that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities (each, a “Dealer Manager Covered Person” and, collectively, the “Dealer Manager Covered Persons”), is subject to any Disqualification Event except for a Disqualification Event (i) contemplated by Rule 506(d)(2) under the Securities Act and (ii) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the date of any offering of Regulation D Securities.

2.4 In its agreements with the Selected Dealers, the Dealer Manager will require the Selected Dealers to represent that neither the Selected Dealer, nor any of its directors, executive officers, general partners, managing members or other officers participating in the offering of Shares, nor any of the directors, executive officers or other officers participating in the offering of Shares of any such general partner or managing member, nor any other officers, employees or associated persons of the Selected Dealer or any such general partner or managing member that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Shares (each, a "Selected Dealer Covered Person" and, together, "Selected Dealer Covered Persons"), is subject to any Disqualification Event except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the Securities Act and (ii) a description of which has been furnished in writing to the Dealer Manager prior to the date of the Selected Dealer Agreement between the Dealer Manager and such Selected Dealer.

2.5 The Dealer Manager is not aware of any person (other than any Company Covered Person, Dealer Manager Covered Person or Selected Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Shares. The Dealer Manager will notify the Company of any agreement entered into between the Dealer Manager and any such person in connection with such sale.

2.6 The representations and warranties in Sections 2.3 through 2.5 are and shall be continuing representations and warranties throughout the term of the Offering. The Dealer Manager will promptly notify the Company in writing upon (a) the occurrence of (i) any Disqualification Event relating to any Dealer Manager Covered Person not previously disclosed to the Company in accordance with Section 2.3 above, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Manager Covered Person, and (b) becoming aware of any fact which makes any such representation or warranty untrue.

2.7 In its agreements with the Selected Dealers, the Dealer Manager will require that the Selected Dealers notify the Dealer Manager in writing promptly upon the occurrence of (i) any Disqualification Event relating to any Selected Dealer Covered Person not previously disclosed to the Dealer Manager, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Selected Dealer Covered Person. The Dealer Manager will notify the Company in writing promptly upon receiving notification from any Selected Dealer of the occurrence of any such event described in this paragraph.

2.8 The Dealer Manager acknowledges that, with respect to each Dealer Manager Covered Person and Selected Dealer Covered Person, the Company is relying upon the representations, covenants and agreements of the Dealer Manager set forth in this Section 2 and the representations, covenants and agreements of the Selected Dealers referred to in this Section 2 as procedures reasonably designed to ensure that the Company receives notice from each such Dealer Manager Covered Person or Selected Dealer Covered Person of (i) any Disqualification Event relating to that Dealer Manager Covered Person or Selected Dealer Covered Person, and (ii) any event that would, with the passage of

time, become a Disqualification Event relating to that Dealer Manager Covered Person or Selected Dealer Covered Person.

2.9 The Dealer Manager will provide, and in its agreements with the Selected Dealers will require the Selected Dealers to provide, such certifications, documentation, and other information reasonably requested by the Company from time to time which the Company deems to be necessary or advisable to carry out the exercise of reasonable care under Rule 506(d) and (e) under the Securities Act in connection with this Offering

2.10 The Dealer Manager has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Dealer Manager and constitutes a valid and binding agreement of the Dealer Manager and is enforceable against the Dealer Manager in accordance with its terms, except to the extent that the enforceability of the indemnity provisions contained in Section 6 of this Agreement may be limited under applicable securities laws and to the extent that the enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws that affect creditors’ rights generally or by equitable principles relating to the availability of remedies.

2.11 The Dealer Manager has all necessary licenses, authorizations, consents and approvals and has made all necessary filings required under any applicable law, regulation or rule in order to conduct its business, except where failure to obtain or maintain licenses, authorizations, consents or approvals or make such filings would not, individually or in the aggregate: (A) have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Dealer Manager; or (B) prevent or materially interfere with the consummation of the transactions contemplated hereby (the occurrence of any effect or any prevention or interference or any such result described in the foregoing clauses (A) and (B) being herein referred to as a “Dealer Manager Material Adverse Effect”). The Dealer Manager is not in violation of, or in default under, or has received notice of any proceedings relating to revocation or modification of, any license, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Dealer Manager, except where the violation, default, revocation or modification would not, individually or in the aggregate, have a Dealer Manager Material Adverse Effect.

2.12 There are no actions, suits, claims, investigations or proceedings pending or, to the Dealer Manager’s knowledge, threatened to which the Dealer Manager or any of its respective directors or officers is or would be a party or of which any of its properties is or would be subject at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or before or by any self-regulatory commission, board, body, authority or agency, or other non-governmental regulatory authority except any such action, suit, claim, investigation or proceeding that, if resolved adversely to the Dealer Manager, would not, individually or in the aggregate, have a Dealer Manager Material Adverse Effect.

3.Covenants of the Company. The Company covenants and agrees with the Dealer Manager that:

3.1 The Company will, at no expense to the Dealer Manager, furnish the Dealer Manager or any Selected Dealer participating in the Offering with such number of printed copies of the Private Placement Memorandum and this Agreement, as the Dealer Manager or any Selected Dealer may reasonably request.

3.2 The Company will not accept any offer to purchase Shares from a prospective investor whose subscription has been rejected by the Dealer Manager.

3.3 The Company will furnish all information and execute and file all documents as may be necessary for it to comply with requirements under Regulation D of the Securities Act

and the applicable state securities laws. The Company will furnish to the Dealer Manager upon request a copy of the papers filed by the Company in connection with any qualification or exemption.

3.4 The Company will promptly notify the Dealer Manager if at any time the SEC or any state securities administrator shall issue any order or take other action to suspend or enjoin the sale of any of the Securities.

3.5 If at any time during the Offering any event occurs as a result of which, in the opinion of either the Company or the Dealer Manager, the Private Placement Memorandum would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in view of the circumstances under which they were made, not misleading, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will prepare an amendment or supplement to the Private Placement Memorandum correcting the statement or omission.

3.6 The Company will comply with all requirements imposed upon it by the Securities Act and the Exchange Act, by the rules and regulations of the SEC promulgated thereunder and by all securities laws and regulations of those states in which an exemption has been obtained or qualification of the Securities has been effected, to permit the offer and sale of the Securities in accordance with the provisions hereof and of the Private Placement Memorandum.

3.7 The Company or its affiliates or agents (including any manager or advisor) will pay all expenses incident to the performance of the Company’s obligations under this Agreement, including (a) the preparation and printing of the Private Placement Memorandum, (b) the preparation, printing and delivery to the Dealer Manager of this Agreement, the Selected Dealer Agreement and such other documents as may be required in connection with the offer, sale, issuance and delivery of the Securities, (c) the fees and disbursements of the Company’s counsel, accountants and other advisors, (d) the fees and expenses related to the filing of the Private Placement Memorandum with FINRA, (e) the fees and expenses related to the qualification or filing with any governmental authority in connection with the Offering pursuant to federal and state securities laws, including the fees and disbursements of counsel in connection with the preparation of the filings pursuant to Regulation D of the Securities Act and the applicable state securities laws, (f) the fees and expenses of any registrar, transfer agent or escrow agent (if any) engaged by the Company and (g) the costs and expenses of any printed materials authorized by the Company to be used in the Offering (“Authorized Materials”), including, without limitation, expenses associated with the production of slides and graphics, fees and expenses of any consultants engaged in connection with presentations with the prior approval of the Company and travel and lodging expenses of the representatives of the Company and any consultants.

3.8 The Company will provide the Dealer Manager with all information relating to the Offering as the Dealer Manager may from time to time reasonably request.

3.9 The Company will notify the Dealer Manager in writing promptly upon the occurrence of (i) any Disqualification Event relating to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Company Covered Person.

4.Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with the Company that:

4.1 In connection with the Dealer Manager’s participation in the offer and sale of Securities, the Dealer Manager will comply, and in its agreements with Selected Dealers will require that the Selected Dealers comply, with all requirements and obligations imposed upon

any of them by (a) the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated under both such acts; (b) all applicable state securities laws and regulations as from time to time in effect; (c) the applicable rules of FINRA, as in effect from time to time; (d) any other state and federal laws and regulations applicable to the Offering, the sale of Securities or the activities of the Dealer Manager pursuant to this Agreement, including without limitation, the privacy standards and requirements of state and federal laws, including the Gramm-Leach-Bliley Act of 1999, and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the SEC and FINRA, the Bank Secrecy Act, as amended, the USA Patriot Act of 2001 and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; and (e) this Agreement.

4.2 The Dealer Manager will not offer the Securities, and in its agreements with Selected Dealers will require that the Selected Dealers not offer any of these Securities, in any jurisdiction unless and until (a) the Dealer Manager has been advised by the Company in writing that the Securities are exempt from the securities laws of the applicable jurisdiction and (b) the Dealer Manager and any Selected Dealer offering Securities have all required licenses and registrations to offer the Securities in the applicable jurisdiction.

4.3 The Dealer Manager will make, and in its agreements with Selected Dealers will require that Selected Dealers make, no representations concerning the Offering except as set forth in the Private Placement Memorandum or in any Authorized Materials.

4.4 The Dealer Manager will offer Securities, and in its agreements with Selected Dealers will require that the Selected Dealers offer Securities, only to persons who meet the suitability requirements set forth in the Private Placement Memorandum, including the requirement that the person be an “accredited investor” as that term is defined in Regulation 501(a) of Regulation D. The Dealer Manager further agrees that the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever and no commissions or fees will be paid to the Dealer Manager with respect to the portion of any subscription that is rejected. The Dealer Manager has not engaged in and will not engage in, and in its agreements with Selected Dealers will require that the Selected Dealers will not engage in, any “general advertising” or “general solicitation” (within the meaning of Rule 502(c) of Regulation D) in connection with the offering of the Securities and acknowledges and agrees that, unless consented to by the Company in writing, the Company shall rely on Rule 506(b) of Regulation D under the Securities Act (and, for the avoidance of doubt, will not rely upon Rule 506(c) of Regulation D under the Securities Act) with respect to the offering of the Securities. The Dealer Manager will notify the Company in writing, prior to any offering of Securities, of (i) any Disqualification Event relating to any Dealer Manager Covered Person not previously disclosed to the Company in accordance with Section 2.3 of this Agreement and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Manager Covered Person.

4.5 Except for Authorized Materials, the Company has not authorized the use of any supplemental literature or other materials in connection with the Offering and the Dealer Manager agrees not to use any material that has not been authorized by the Company. The Dealer Manager further agrees (a) not to deliver any Authorized Materials to any person unless it is accompanied or preceded by the Private Placement Memorandum, (b) not to show or give to any investor or prospective investor or reproduce any material or writing that is supplied to it by the Company and marked “broker-dealer use only,” “due diligence materials only,” “not for public distribution” or similar, or otherwise bearing a legend denoting that it is not to be used in connection with the offer or sale of Securities and (c) not to show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Company if the material bears a legend denoting that it is not to be used in connection with the sale of Securities in the applicable jurisdiction.

4.6 The Dealer Manager shall not, and in its agreements with the Selected Dealers shall require that the Selected Dealers shall not, distribute a Private Placement Memorandum, supplement or amendment thereto or any supplemental information to any offeree with whom the Dealer Manager or such Selected Dealer, as applicable, does not have a pre-existing substantive relationship, as defined from time to time by the SEC.

4.7 The Dealer Manager will provide the Company with all information relating to the offer and sale of the Securities as the Company may from time to time reasonably request.

4.8 The Dealer Manager will permit a Selected Dealer to participate in the Offering only if the Selected Dealer is a valid and active member of FINRA.

4.9 The Dealer Manager has submitted (or will submit within 15 days of the first sale in the Offering) to FINRA a copy of the Private Placement Memorandum and any other related offering documents, including any materially amended versions thereof (the “FINRA Filing”). The Dealer Manager will update the FINRA filing from time to time as necessary to comply with the terms of FINRA Rule 5123.

5.Obligations and Compensation of Dealer Manager.

5.1 The Company hereby appoints the Dealer Manager as the Company’s agent and principal distributor commencing on the date hereof through the end of the Offering Period (as defined in Section 5.2 below) to solicit and to cause Selected Dealers to solicit subscriptions for the Securities at the subscription price to be paid in accordance with, and otherwise upon the other terms and conditions set forth in this Agreement, the Private Placement Memorandum and the subscription agreement. The Dealer Manager hereby agrees to act as the Company’s agent and agrees to use its “best efforts” to procure subscribers for the Securities through the Selected Dealers on the terms and conditions set forth herein.

5.2 The “Offering Period” shall mean that period during which any or all of the Securities may be offered for sale pursuant to the Offering, commencing on the date of the Private Placement Memorandum during which period offers and sales of the Securities shall occur continuously in the jurisdictions in which the Securities are registered or qualified or exempt from registration (as confirmed in writing by the Company to the Dealer Manager) unless and until the Offering is terminated, provided that the Dealer Manager and the Selected Dealers will suspend or terminate the Offering upon request of the Company and will resume the Offering upon the subsequent request of the Company. The Offering Period shall in all events terminate upon the acceptance by the Company of subscriptions for $500 million of Shares in the Offering and $50 million of Shares in the DRIP. Upon termination of the Offering Period, the obligation of the Dealer Manager to act as the Company’s agent in connection with the Offering and this Agreement shall terminate without obligation on the part of the Dealer Manager or the Company except as set forth in this Agreement.

5.3 Except as may be provided in the “Plan of Distribution” section of the Private Placement Memorandum, as compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager selling commissions, a dealer manager fee, a placement agent fee, and ongoing distribution fees for Shares sold through the Primary Offering as follows:

Class A Shares

Selling Commissions

Sales through a Selected Dealer earning transaction-based compensation

6.0% of the NAV from each Share sold*

Sales through all other distribution channels as described in the Private Placement Memorandum

0.0%

* Except as set forth herein or in the “Plan of Distribution” section of the Private Placement Memorandum, the Dealer Manager may reallow (pay) in full or in part the amount of this fee to Selected Dealers.

Class A Shares

Dealer Manager Fee

Sales through a Selected Dealer earning transaction-based compensation

1.5% of the NAV from each Share sold*

Sales through all other distribution channels as described in the Private Placement Memorandum

1.5% of the NAV from each Share sold*

Class A Shares

Placement Agent Fee

Sales through a Selected Dealer earning transaction-based compensation

1.5% of the NAV of each Share sold

Sales through all other distribution channels as described in the Private Placement Memorandum

1.5% of the NAV of each Share sold

Class T Shares

Selling Commissions

Sales through a Selected Dealer earning transaction-based compensation

3.0% of the NAV of each Share sold*

Sales through all other distribution channels as described in the Private Placement Memorandum

0.0%

* Except as set forth herein or in the “Plan of Distribution” section of the Private Placement Memorandum, the Dealer Manager may reallow (pay) in full or in part this fee to Selected Dealers. In addition, the selling commission and dealer manager fee amounts may vary at certain participating broker-dealers provided that the sum will not exceed 3.75% of the most recently disclosed NAV per share.

Class T Shares

Dealer Manager Fee

Sales through a Selected Dealer earning transaction-based compensation

0.75% of the NAV of each Share sold*

Sales through all other distribution channels as Private Placement Memorandum offering proceeds

0.75% of the NAV of each Share sold*

Class T Shares

Placement Agent Fee

Sales through a Selected Dealer earning transaction-based compensation

0.75% of the NAV of each Share sold

Sales through all other distribution channels as described in the Private Placement Memorandum

0.75% of the NAV of each Share sold

In addition, except as may be provided in the “Plan of Distribution” section of the Private Placement Memorandum, as compensation for the services rendered by the Dealer Manager, the Company agrees that it will pay to the Dealer Manager a distribution fee with respect to sales of Class T Shares sold through the Primary Offering or the DRIP (the “Distribution Fee”). The Distribution Fee is equal to 0.90% per annum of the aggregate NAV of outstanding Class T Shares, consisting of a representative distribution fee of 0.60% per annum, a dealer distribution fee of 0.15% per annum, and a dealer manager distribution fee of 0.15% per annum of the aggregate NAV of outstanding Class T Shares; however, with respect to Class T Shares sold through certain participating broker-dealers, the representative distribution fee and the dealer distribution fee may be other amounts, provided that the sum of such fees will always equal 0.75% per annum of the NAV of such shares.

The Company will pay the Distribution Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the Distribution Fee to any Selected Dealers who sold the Class T Shares giving rise to a portion of such Distribution Fee to the extent the Selected Dealer Agreement with such Selected Dealer provides for such a reallowance; provided, however, that upon the date when the Selected Dealer who sold the Class T Shares giving rise to a portion of the Distribution Fee is no longer the broker-dealer of record with respect to such Class T Shares, then such Selected Dealer’s entitlement to the portion of the Distribution Fee related to such Class T Shares, as applicable, shall cease

in, and such Selected Dealer shall not receive that portion of the Distribution Fee for, that month or any portion thereof (i.e., Distribution Fees are payable with respect to an entire month without any proration). Broker-dealer transfers will be made effective as of the start of the first business day of a month.

Thereafter, such portion of the Distribution Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class T Shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”) to the extent such Servicing Dealer has entered into a Selected Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”) and such Selected Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance. The Dealer Manager may also reallow some or all of the Distribution Fee to other broker-dealers who shall be considered additional Servicing Dealers pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance, all in accordance with the terms of such Servicing Agreement. Notwithstanding the foregoing, the Dealer Manager will rebate the representative distribution fee and/or the dealer distribution fee to the Company with respect to sales of Class T Shares to the extent a Dealer or Servicing Dealer is not eligible to receive such fee, unless the Dealer Manager is serving as the broker dealer of record with respect to such Class T Shares, as applicable. No Distribution Fee is payable with respect to the Class A Shares.

The Dealer Manager shall cease receiving the Distribution Fee with respect to any Class T Share, (including fractional shares) held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees, placement agent fees and Distribution Fees paid with respect to the Shares held by such stockholder within such account would equal or exceed, in the aggregate, 9.0% (or a lower limit as set forth in the applicable agreement between the Dealer Manager and such Selected Dealer at the time such shares were issued) of the gross proceeds from the sale of such shares (including the gross proceeds of any Shares issued under the DRIP with respect thereto). At the end of such month, each such Class T Share in such account (including Shares in such account purchased through the DRIP or received as a stock dividend) will convert into a number of Class A Shares (including any fractional shares) with an equivalent aggregate NAV as such shares.

In addition, the Dealer Manager will cease receiving the Distribution Fee with respect to any Class T Shares (including fractional shares) upon the earlier to occur of the following: (i) a listing of Class A Shares, (ii) the Company’s merger or consolidation with or into another entity in which the Company is not the surviving entity, (iii) the sale or other disposition of all or substantially all of the Company’s assets or (iv) immediately before any liquidation, dissolution or winding up of the Company.

The Company shall not pay any selling commissions, dealer manager fees, placement agent fees or organization and offering expense fee in connection with the sale of Shares through the DRIP.

Each investor may agree with the investor’s registered representative or Selected Dealer to reduce or eliminate any selling commission payable with respect to the investor’s purchase of the Shares. If selling commissions are waived in any particular case, the Company will not pay any selling commissions to the Dealer Manager in respect of the Shares for which the Selected Dealer or investment representative has agreed to waive the fees, which will have the effect of reducing the per share purchase price of Shares purchased by the particular investor.

If an investor uses the services of a registered investment advisor and not a Selected Dealer in connection with the purchase of Shares, no selling commissions will be payable with respect to the investor’s purchase of those Shares, which will have the effect of reducing the per share purchase price of Shares purchased by the particular investor. Any fees or other compensation paid to the registered investment advisor will be the investor’s responsibility, not the Company’s. The net proceeds to the Company per share will not be affected by the waiver of selling commissions. The payment of any fees or similar compensation to the investment advisor will be the sole responsibility of the investor, and the Company will have no liability for that compensation.

The Company will pay any commissions or fees due hereunder solely to the Dealer Manager and it shall be the Dealer Manager’s obligation to pay any commissions or fees which it reallows to any

Selected Dealer. The Company shall not be obligated and shall have no liability to pay any commissions or fees to any Selected Dealer.

5.4 Expenses incurred by the Dealer Manager under this Agreement or relating to its activities with respect to the Offering may be eligible for reimbursement pursuant to the Advisory Agreement between the Company, the Advisor, Pacific Oak Capital Advisors, LLC, and related parties dated September 9, 2022, but only if such expenses are pre-approved by the Company.

6.Indemnification.

6.1 Subject to the limitations below, the Company will indemnify and hold harmless the Selected Dealers and the Dealer Manager, their officers and directors and each person, if any, who controls the Selected Dealer or Dealer Manager within the meaning of Section 15 of the Securities Act (the “Indemnified Persons”), from and against any losses, claims, damages or liabilities (“Losses”), joint or several, to which any Indemnified Person may become subject, under the Securities Act, the Exchange Act or otherwise including any state securities laws, rules or regulations, insofar as the Losses (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained (i) in the Private Placement Memorandum or (ii) in any federal or state securities filing or other document executed by the Company or on its behalf specifically for the purpose of exempting any or all of the Securities for sale from the registration requirements under the securities laws of any jurisdiction or based upon written information furnished by the Company under the securities laws thereof (any such filing, document or information being hereinafter called a “Filing”) or (iii) in any Authorized Materials, or (b) the omission or alleged omission to state in the Private Placement Memorandum or in any Filing or Authorized Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will reimburse each Indemnified Person for any legal or other expenses reasonably incurred by the Indemnified Person in connection with investigating or defending the Loss.

Notwithstanding the foregoing provisions of this Section 6.1, the Company will not be liable in any case to the extent that any Loss or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished (x) to the Company by the Dealer Manager or (y) to the Company or the Dealer Manager by or on behalf of any Selected Dealer specifically for use in the Private Placement Memorandum, any Filing or any Authorized Materials, and, further, the Company will not be liable in any such case if it is determined that the applicable Selected Dealer or the Dealer Manager was at fault in connection with the Loss, expense or action.

The foregoing indemnity agreement of this Section 6.1 is subject to the further condition that, insofar as it relates to any untrue statement, alleged untrue statement, omission or alleged omission made in the Private Placement Memorandum that was eliminated or remedied in a subsequent amendment or supplement thereto, the indemnity agreement shall not inure to the benefit of an Indemnified Party from whom the person asserting any Losses purchased the Securities that are the subject thereof, if a copy of the Private Placement Memorandum as so amended or supplemented was not sent or given to the person at or prior to the time the subscription of the person was accepted by the Company, but only if a copy of the Private Placement Memorandum as so amended or supplemented had been supplied to the Dealer Manager or the Selected Dealer prior to acceptance.

6.2 The Dealer Manager will indemnify and hold harmless the Company, its officers and directors and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (the “Company Indemnified Persons”), from and against any Losses to which any of the Company Indemnified Persons may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as the Losses (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained (i) in the Private Placement Memorandum or (ii) in any Filing or (iii) in any Authorized Materials, or (b) the omission or alleged

omission to state in the Private Placement Memorandum or in any Filing or Authorized Materials a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that clauses (a) and (b) apply, to the extent, but only to the extent, that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Dealer Manager specifically for use with reference to the Dealer Manager in the preparation of the Private Placement Memorandum or any amendment or supplement thereto or in any Filing or Authorized Materials; or (c) any use of printed materials not authorized or approved by the Company or any use of “broker-dealer use only” materials with potential investors by the Dealer Manager in the offer and sale of the Securities or any use of printed materials in a particular jurisdiction if the material bears a legend denoting that it is not to be used in connection with the sale of Securities in the applicable jurisdiction; or (d) any untrue statement made by the Dealer Manager or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Securities; or (e) any material violation of this Agreement; or (f) any failure to comply with applicable laws governing privacy issues, money laundering abatement and anti-terrorist financing efforts, including applicable rules of the SEC, FINRA and the USA PATRIOT Act of 2001; or (g) any other failure to comply with applicable rules of FINRA or federal or state securities laws and the rules and regulations promulgated thereunder. The Dealer Manager will reimburse each Company Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending the Loss, expense or action. This indemnity agreement will be in addition to any liability that the Dealer Manager may otherwise have under applicable law, rule or regulation.

6.3 Each Selected Dealer will, and each Selected Dealer Agreement will require each Selected Dealer to, severally indemnify and hold harmless the Company, the Dealer Manager, each of their officers, managers and directors and each person, if any, who controls the Company or the Dealer Manager within the meaning of Section 15 of the Securities Act (the “Selected Dealer Indemnified Persons”), from and against any Losses to which a Selected Dealer Indemnified Person may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as the Losses (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained (i) in the Private Placement Memorandum or (ii) in any Filing or (iii) in any Authorized Materials, or (b) the omission or alleged omission to state in the Private Placement Memorandum or in any Filing or Authorized Materials a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that clauses (a) and (b) apply, to the extent, but only to the extent, that the untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or the Dealer Manager by or on behalf of the Selected Dealer specifically for use with reference to the Selected Dealer in the preparation of the Private Placement Memorandum or in any Filing or Authorized Materials; or (c) any use of printed materials not authorized or approved by the Company or any use of “broker-dealer use only” materials with potential investors by the Selected Dealer in the offer and sale of the Securities or any use of printed materials in a particular jurisdiction if the material bears a legend denoting that it is not to be used in connection with the sale of Securities in the applicable jurisdiction; or (d) any untrue statement made by the Selected Dealer or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Securities; or (e) any material violation of this Agreement or the Selected Dealer Agreement entered into between the Dealer Manager and the Selected Dealer; or (f) any failure to comply with applicable laws governing privacy issues, money laundering abatement and anti-terrorist financing efforts, including applicable rules of the SEC, FINRA and the USA PATRIOT Act of 2001; or (g) any other failure to comply with applicable rules of FINRA or federal or state securities laws and the rules and regulations promulgated thereunder. Each Selected Dealer to which this section becomes applicable

shall reimburse each Selected Dealer Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending the Loss, expense or action. This indemnity agreement will be in addition to any liability that any Selected Dealer may otherwise have under applicable law, rule or regulation.

6.4 Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, the applicable indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 6, notify in writing the indemnifying party of the commencement thereof. The failure of an indemnified party to so notify the indemnifying party will relieve the indemnifying party from any liability under this Section 6 as to the particular item for which indemnification is then being sought, but not from any other liability that it may have to any indemnified party. In case any action is brought against any indemnified party, and the indemnified party notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel; provided that the indemnifying party shall not be relieved of the obligation to reimburse the indemnified party for reasonable legal and other expenses (subject to Section 6.5) incurred by the indemnified party in defending itself, except for those expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. No indemnifying party shall be liable to any indemnified party on account of any settlement of any claim or action effected without the consent of the indemnifying party. No indemnified party shall be bound to perform or refrain from performing any act pursuant to the terms of the settlement of any claim or action effected without the consent of the indemnified party.

6.5 The indemnifying party shall pay all legal fees and expenses of the indemnified party to defend against any claims or actions; provided, however, that the indemnifying party shall not be obliged to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to the claims or actions notwithstanding that the actions or claims are alleged or brought by one or more parties against more than one indemnified party. If the claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall only be obliged to reimburse the expenses and fees of the one law firm that has been selected by a majority of the indemnified parties against which the action is finally brought; and in the event a majority of the indemnified parties are unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an indemnified party against the action or claim. The law firm shall be paid only to the extent of services performed by the law firm and no reimbursement shall be payable to the law firm on account of legal services performed by another law firm.

7.Survival of Provisions.

7.1 The respective agreements, representations and warranties of the Company and the Dealer Manager set forth in this Agreement shall remain operative and in full force and effect regardless of (a) any investigation made by or on behalf of the Dealer Manager or any Selected Dealer or any person controlling the Dealer Manager or any Selected Dealer or by or on behalf of the Company or any person controlling the Company and (b) the acceptance of any payment for any of the Securities. The agreements and obligations set forth in set forth in Sections 3.7, 4.1, 4.4, 4.7, 5.3, 6 through 10 and 12 through 13 of this Agreement shall remain in full force and effect upon the termination of this Agreement.

8.Applicable Law and Invalid Provision.

8.1 This Agreement shall be governed by the laws of the State of Maryland; provided, however, that causes of action for violations of federal or state securities laws shall not be governed by this Section 8.1, but rather by the applicable federal or state securities law.

8.2 The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if the invalid or unenforceable provision was omitted.

9.Counterparts. This Agreement may be executed in any number of counterparts. Each counterpart, when executed and delivered, shall be an original contract, but all counterparts, when taken together, shall constitute one and the same agreement.

10.Successors and Assigns.

10.1 This Agreement shall inure to the benefit of and be binding upon the Dealer Manager and the Company and their respective successors and permitted assigns. This Agreement shall inure to the benefit of the Selected Dealers to the extent set forth in Sections 1, 3 and 6 hereof. Nothing in this Agreement is intended or shall be construed to give to any other person any right, remedy or claim, except as otherwise specifically provided herein.

10.2 No party shall assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the other party.

11.Amendments. This Agreement may only be amended by the written agreement of the Dealer Manager and the Company, except as provided herein.

12.Term.

12.1 Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that the other party shall have failed to comply with any material provision hereof. If not sooner terminated, the Dealer Manager’s obligation to act as the Company’s agent and this Agreement shall terminate upon termination of the Offering Period without obligation on the part of the Dealer Manager or the Company, except as set forth in this Agreement. Upon termination of this Agreement, (a) the Company shall pay to the Dealer Manager all accrued amounts payable under Section 5 hereof at such time as the amounts become payable and (b) the Dealer Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering and that are not designated as “dealer” copies.

13.Complaints. Each party agrees to promptly provide to the other party copies of any written or otherwise documented complaints from any investor received by the party relating in any way to the Offering (including, but not limited to, the manner in which the Securities are offered by the Dealer Manager or any Selected Dealer).

14.No Partnership. Nothing in this Agreement shall be construed or interpreted to constitute the Dealer Manager as in association with or in partnership with the Company; instead, this Agreement shall only constitute the Dealer Manager as a dealer authorized by the Company to sell and to manage the sale by others of the Securities according to the terms set forth in the Private Placement Memorandum and in this Agreement.

15.Submission of Orders.

15.1 Those persons who purchase Securities will be instructed by the Dealer Manager or the Selected Dealer to make their checks payable pursuant to the subscription agreement. The Dealer Manager, any agent of the Dealer Manager and any Selected Dealer receiving a check not conforming to the foregoing instructions shall return the check directly to the applicable subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager or a Selected Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section 15.

15.2 If the Selected Dealer’s internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, subscription agreements and checks will be transmitted by the end of the next business day following receipt by the Selected Dealer to the Company or its agent as set forth in the subscription agreement.

15.3 If the Selected Dealer’s internal supervisory review is conducted at a different location, subscription agreements and checks will be transmitted by the end of the next business day following receipt by the Selected Dealer to the office of the Selected Dealer conducting the final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit the subscription agreements and checks to the Company or its agent as set forth in the subscription agreement.

15.4 If the Dealer Manager receives investor proceeds, the Dealer Manager will, as soon as practicable but in any event by the end of the second business day following receipt by the Dealer Manager, transmit the subscription agreements and checks to the Company or its agent as set forth in the subscription agreement. Checks of rejected potential investors will be promptly returned to the potential investors.

[signature page follows]

If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binging agreement among us as of the date first above written.

Very truly yours,

PACIFIC OAK RESIDENTIAL TRUST, INC., a Maryland corporation

By: /s/ Michael S. Gough

Name: Michael S. Gough

Title: Chief Executive Officer and President

Agreed to and accepted by the Dealer Manager:

PACIFIC OAK CAPITAL MARKETS, LLC
a Delaware limited liability company

By: /s/ Hans Henselman

Name: Hans Henselman

Title: Chief Executive Officer

Exhibit A

PACIFIC OAK RESIDENTIAL TRUST, INC.

Up to $500,000,000 of Shares of Common Stock
(Plus $50,000,000 through Distribution Reinvestment Plan)

FORM OF SELECTED DEALER AGREEMENT

Ladies and Gentlemen:

Pacific Oak Capital Markets, LLC, as the dealer manager (the “Dealer Manager”) for Pacific Oak Residential Trust, Inc., a Maryland corporation (the “Company”), invites you (the “Selected Dealer”) to participate in the distribution of up to $500,000,000 of any combination of Class A and Class T shares of the Company’s common stock, $0.001 par value per share (the “Shares” or the “Securities”) on a “best efforts” basis (the “Primary Offering”), and up to $50,000,000 of any combination of Shares pursuant to the Company’s distribution reinvestment plan (the “DRIP” and, together with the Primary Offering, the “Offering”), subject to the following terms. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Dealer Manager Agreement between the Dealer Manager and the Company, dated September 9, 2022, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”).

I.Dealer Manager Agreement

By your acceptance of this Agreement, you will become one of the Selected Dealers referred to in the Dealer Manager Agreement and will be entitled and subject to the provisions contained in the Dealer Manager Agreement related to the Selected Dealers, including the representations and warranties of the Company contained in Section 1 of the Dealer Manager Agreement and the indemnification provisions contained in Section 6 of the Dealer Manager Agreement, including specifically the provisions of the Dealer Manager Agreement (Section 6.3) wherein each Selected Dealer severally agrees to indemnify and hold harmless the Company, the Dealer Manager, each of their officers, managers and directors and each person, if any, who controls the Company or the Dealer Manager within the meaning of Section 15 the Securities Act of 1933, as amended (the “Securities Act”). The indemnification agreements contained in Section 6 of the Dealer Manager Agreement shall survive the termination of this Agreement and the Dealer Manager Agreement.

II.Submission of Orders

Those persons who purchase Securities will be instructed by the Selected Dealer to make their checks payable pursuant to the subscription agreement. The Selected Dealer receiving a check not conforming to the foregoing instructions shall return the check directly to the applicable subscriber not later than the end of the next business day following its receipt. Checks received by the Selected Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section II. Purchase orders which include a completed and executed subscription agreement in good order and instruments of payment received by the Company will be processed as described in the Private Placement Memorandum.

If the Selected Dealer’s internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, subscription agreements and checks will be transmitted by the end of the next business day following receipt by the Selected Dealer to the Company or its agent as set forth in the subscription agreement.

If the Selected Dealer’s internal supervisory review is conducted at a different location, subscription agreements and checks will be transmitted by the end of the next business day following receipt by the Selected Dealer to the office of the Selected Dealer conducting the final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn, by the end of the next business day following receipt by the Final Review Office, transmit the subscription agreements and checks to the Company or its agent as set forth in the subscription agreement.

III. Pricing

IV. Selected Dealer’s Compensation

Except as may be provided in the “Plan of Distribution” section of the Private Placement Memorandum, as compensation for the services rendered by the Selected Dealer, the Selected Dealer’s compensation applicable to the Securities sold by the Selected Dealer in the Primary Offering, which it is authorized to sell hereunder, is as follows:


Class A Shares			Selling Commissions
Sales through a Selected Dealer earning transaction-based compensation			6.0% of the NAV from each Share sold
Sales through all other distribution channels as described in the Private Placement Memorandum			0.0%
Class A Shares			Dealer Manager Fee
Sales through a Selected Dealer earning transaction-based compensation			1.5% of the NAV from each Share sold
Sales through all other distribution channels as described in the Private Placement Memorandum			1.5% of the NAV from each Share sold
Class T Shares			Selling Commissions
Sales through a Selected Dealer earning transaction-based compensation			3.0% of the NAV of each Share sold
Sales through all other distribution channels as described in the Private Placement Memorandum			0.0%
Class T Shares			Dealer Manager Fee
Sales through a Selected Dealer earning transaction-based compensation			0.75% of the NAV of each Share sold
Sales through all other distribution channels as described in the Private Placement Memorandum			0.75% of the NAV of each Share sold

In addition, except as may be provided in the “Plan of Distribution” section of the Private Placement Memorandum, as compensation for the services rendered by the Selected Dealer, the Dealer Manager agrees that it will reallow to the Selected Dealer a distribution fee

with respect to sales of Class T Shares sold by Selected Dealer through the Primary Offering or the DRIP (the “Distribution Fee”). The Distribution Fee is equal to 0.75% per annum of the aggregate NAV of outstanding Class T Shares sold by Selected Dealer, consisting of a representative distribution fee of 0.60% per annum, and a dealer distribution fee of 0.15% per annum.

The Distribution Fee will be paid monthly in arrears. All determinations regarding the total amount and rate of reallowance of the Distribution Fee, the Selected Dealer’s compliance with the listed conditions, and/or the portion retained by the Dealer Manager will be made by the Dealer Manager in its sole discretion.

Notwithstanding the foregoing, at such time as the Selected Dealer is no longer the broker-dealer of record with respect to such Class T Shares, then Selected Dealer’s entitlement to the Distribution Fees related to such Class T Shares, as applicable, shall cease in, and Selected Dealer shall not receive the Distribution Fee for, that month or any portion thereof (i.e., Distribution Fees are payable with respect to an entire month without any proration). Broker-dealer transfers will be made effective as of the start of the first business day of a month.

Thereafter, such Distribution Fees may be reallowed to the then-current broker-dealer of record of the Class T Shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Selected Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”) and such Selected Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Selected Dealer is not entitled to any Distribution Fee with respect to Class A Shares. The Dealer Manager may also reallow some or all of the Distribution Fee to other broker-dealers (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement.

The Selected Dealer shall cease receiving the Distribution Fee with respect to any Class T Share, (including fractional shares) held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total selling commissions, dealer manager fees, placement agent fees and any ongoing distribution fees described in the Private Placement Memorandum (including but not limited to Distribution Fees) paid with respect to the Shares held by such stockholder within such account would equal or exceed, in the aggregate, 9.0% (or a lower limit as set forth in the applicable agreement between the Dealer Manager and such Selected Dealer at the time such shares were issued) of the gross proceeds from the sale of such shares (including the gross proceeds of any Shares issued under the DRIP with respect thereto). At the end of such month, each such Class T Share in such account (including Shares in such account purchased through the DRIP or received as a stock dividend) will convert into a number of Class A Shares (including any fractional shares) with an equivalent aggregate NAV as such shares.

In addition, the Selected Dealer will cease receiving the Distribution Fee with respect to any Class T Shares (including fractional shares) upon the earlier to occur of the following: (i) a listing of Class A Shares, (ii) the Company’s merger or consolidation with or into another entity in which the Company is not the surviving entity, (iii) the sale or other disposition of all or substantially all of the Company’s assets or (iv) immediately before any liquidation, dissolution or winding up of the Company.

The Selected Dealer shall not receive any placement agent fees or organization and offering expense fees in connection with the sale of Shares through the Primary Offering. The Selected Dealer shall not receive any selling commissions, dealer manager fees, placement agent fees or organization and offering expense fee in connection with the sale of Shares through the DRIP. The distributions fees described in the Private Placement Memorandum (including but not limited to the Distribution Fees) with respect to the Company’s Class T Shares are calculated based on the NAV for those Shares and may reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class, including shares issued in respect of distributions on such shares under the DRIP.

In addition, upon the terms set forth herein, in the Dealer Manager Agreement or in the Private Placement Memorandum, the Dealer Manager may agree to reallow to any Selected Dealer a portion of its dealer manager fees pursuant to a separate fee agreement. The amount of the dealer manager fees reallowed to a Selected Dealer in that instance will be negotiated on a transaction by transaction basis.

All upfront selling commissions, any reallowed dealer manager fees and ongoing distribution fees shall be based on Securities sold by Selected Dealer and accepted and confirmed by the Company, which upfront selling commissions and dealer manager fees and ongoing distribution fees will be paid by the Dealer Manager. The Company shall not be obligated and shall have no liability to pay any upfront commissions or dealer manager fees and ongoing distribution fees to any Selected Dealer. For these purposes, a “sale of Securities” shall occur if and only if a transaction has closed with a subscriber for Securities pursuant to all applicable offering and subscription documents, payment for the Securities has been received by the Company in full in the manner provided in Section II hereof and the Company has accepted the subscription agreement of the subscriber, or if Securities are issued pursuant to the DRIP. The Selected Dealer affirms that the Dealer Manager’s liability for reallowance of upfront selling commissions and dealer manager fees and ongoing distribution fees is limited solely to the proceeds of upfront selling commissions and dealer manager fees and ongoing distribution fees, as applicable, receivable by the Dealer Manager and the Selected Dealer hereby waives any and all rights to receive reallowance of upfront selling commissions and dealer manager fees and ongoing distribution fees until the Dealer Manager is in receipt of the upfront selling commissions and dealer manager fees or ongoing distribution fees, as applicable.

V.Payment

Payment of the reallowed upfront selling commissions or dealer manager fees or ongoing distribution fees will be made by the Dealer Manager to the Selected Dealer within 30 days of the receipt by the Dealer Manager of the upfront selling commissions, dealer manager fees or ongoing distribution fees, as applicable. Selected Dealer acknowledges that the Company is only obligated to pay upfront selling commissions, reallowed dealer manager fees and ongoing distribution fees to the Dealer Manager and has no obligation to pay selling commissions, dealer manager fees or ongoing distribution fees to the Selected Dealer. The Company may rely on and use the preceding acknowledgment as a defense against any claim by the Selected Dealer for upfront selling commissions, dealer manager fees or ongoing distribution fees, as applicable, the Company pays to Dealer Manager but that Dealer Manager fails to remit to the Selected Dealer. The Selected Dealer further acknowledges that the Selected Dealer has not right to receive, and

neither the Company nor the Dealer Manager has any obligation to pay to the Selected Dealer, any placement agent fees or organization and offering expense fees.

VI.Right to Reject Orders or Cancel Sales

All orders, whether initial or additional, are subject to acceptance by and shall only become effective upon confirmation by the Company. The Selected Dealer agrees that the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever, and no commission or fee will be paid to the Selected Dealer with respect to the portion of any subscription that is rejected. Orders not accompanied by a subscription agreement with the signature page and the required check in payment for the Securities will be rejected. Issuance and delivery of the Securities will be made only after actual receipt of payment therefor. If any check is not paid upon presentment, or if the Company is not in actual receipt of clearinghouse funds or cash, certified or cashier’s check or the equivalent in payment for the Securities, the Company reserves the right to cancel the sale without notice. In the event an order is rejected, canceled or rescinded for any reason, the Selected Dealer agrees to return to the Dealer Manager any commission or fee theretofore paid with respect to the applicable order within 60 days thereafter and, failing to do so, the Dealer Manager shall have the right to offset amounts owed against future commissions or fees due and otherwise payable to the Selected Dealer.

VII.Covenants of the Selected Dealer

Selected Dealer covenants and agrees with the Dealer Manager and the Company that:

7.1Selected Dealer will use its best efforts to sell the Securities for cash on the terms and conditions set forth in this Agreement and the Private Placement Memorandum.

7.2In connection with the Selected Dealer’s participation in the offer and sale of Securities, the Selected Dealer will comply with all requirements and obligations imposed upon it by (a) the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated under both such acts; (b) all applicable state securities laws and regulations as from time to time in effect; (c) the applicable rules of FINRA, as in effect from time to time; (d) any other state and federal laws and regulations applicable to the Offering, the sale of Securities or the activities of the Selected Dealer pursuant to this Agreement, including without limitation, the privacy standards and requirements of state and federal laws, including the Gramm-Leach-Bliley Act of 1999, and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the SEC and FINRA, the Bank Secrecy Act, as amended, the USA Patriot Act of 2001 and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury; and (e) this Agreement and the Private Placement Memorandum.

7.3The Selected Dealer will not offer Securities in any jurisdiction unless and until

(a) the Selected Dealer has been advised in writing by the Company or the Dealer Manager that the Securities are exempt from the securities laws of the applicable jurisdiction and (b) the Selected Dealer has all required licenses and registrations to offer the Securities in the applicable jurisdiction.

7.4The Selected Dealer will offer Securities only to persons who meet the suitability requirements set forth in the Private Placement Memorandum, including the

requirement that the person be an “accredited investor” as that term is defined in Regulation 501(a) of Regulation D. The Selected Dealer further agrees that the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever and no commissions or fees will be paid to the Dealer Manager or the Selected Dealer with respect to the portion of any subscription that is rejected. The Selected Dealer has not engaged in and will not engage in any “general advertising” or “general solicitation” (within the meaning of Rule 502(c) of Regulation D) in connection with the offering of the Securities and acknowledges and agrees that, unless consented to by the Company in writing, the Company shall rely on Rule 506(b) of Regulation D under the Securities Act (and, for the avoidance of doubt, will not rely upon Rule 506(c) of Regulation D under the Securities Act) with respect to the offering of the Securities. Nothing contained in this section shall be construed to relieve the Selected Dealer of the Selected Dealer’s suitability obligations under FINRA Rule 2111. Selected Dealer shall not purchase any Securities for a discretionary account without obtaining the prior written approval of Selected Dealer’s customer and his or her signature on a subscription agreement.

7.5The Selected Dealer shall advise each offeree of Shares in the Company at the time of the initial offering to such offeree that the Company shall, during the course of the Offering and a reasonable time before sale, accord offeree and offeree’s agents or representatives, if any, the opportunity to ask questions and receive answers concerning the terms and conditions of the Offering and to obtain any additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in the Private Placement Memorandum.

7.6Before the sale of any of the Shares, the Selected Dealer shall make reasonable inquiry to determine if the offeree is acquiring the Shares for offeree’s own account or on behalf of other persons, and that the offeree understands the limitations on the offeree’s disposition of the Shares set forth in Rule 502(d) of Regulation D. This includes a determination by the Selected Dealer that the offeree understands that he must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Securities Act and, thus, cannot be sold unless the Shares are subsequently registered under the Securities Act or an exemption from registration under the Securities Act is available.

7.7Before the sale of any of the Shares, the Selected Dealer shall have sufficient information concerning the offeree to determine that the offeree has such knowledge and experience in financial and business matters that the offeree is capable of evaluating the merits and risks of an investment in the Company.

7.8The Selected Dealer shall not distribute a Private Placement Memorandum, supplement or amendment thereto or any supplemental information to any offeree with whom the Selected Dealer does not have a pre-existing substantive relationship, as defined from time to time by the SEC. The SEC makes this determination on a case-by-case basis, taking into account all relevant facts and circumstances. However, generally, such relationship must exist before the date on which the Selected Dealer enters into this Agreement and must allow the Selected Dealer to determine and understand the prospective investor’s investment objectives, sophistication and financial situation and whether an investment in the Shares is suitable for such prospective investor.

7.9The Selected Dealer shall complete and deliver to the Dealer Manager or the Company such certifications or other documentation requested by such parties regarding the Selected Dealer’s determinations referenced in Sections 7.5 through 7.8 above, including, without limitation, a certificate stating the number of each Private Placement Memorandum delivered to each offeree, and a confirmation that the Selected Dealer reasonably believes that each such offeree is an “accredited investor” as that term is then defined in Rule 501(a) of Regulation D.

7.10The Selected Dealer agrees to comply with the record-keeping requirements imposed by (a) federal and state securities laws and the rules and regulations thereunder and (b) the applicable rules of FINRA. The Selected Dealer further agrees to make the records available to the Dealer Manager and the Company upon request and to make them available to representatives of the SEC and FINRA and applicable state securities administrators upon the Selected Dealer’s receipt of a subpoena or other appropriate document request from these agencies.

7.11The Selected Dealer will provide the Dealer Manager with all information relating to the offer and sale of the Securities by it as the Dealer Manager may from time to time reasonably request.

VIII.Private Placement Memorandum and Authorized Materials

Selected Dealer is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Offering except as set forth in the Private Placement Memorandum or in any Authorized Materials. The Dealer Manager will supply Selected Dealer with reasonable quantities of the Private Placement Memorandum and any Authorized Materials for delivery to investors. The Selected Dealer agrees that (a) it will deliver a numbered copy of the Private Placement Memorandum as amended and supplemented to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Securities to an investor and (b) it will not send or give any Authorized Materials to any person unless the Authorized Materials are accompanied or preceded by the Private Placement Memorandum as amended and supplemented.

Except for Authorized Materials, the Company has not authorized the use of any supplemental literature or other materials in connection with the Offering and the Selected Dealer agrees not to use any material unless it has been authorized by the Company and provided to the Selected Dealer by the Dealer Manager. Selected Dealer further agrees (a) not to show or give to any investor or prospective investor or reproduce any material or writing that is supplied to it by the Dealer Manager and marked “broker-dealer use only,” “due diligence materials only,” “not for public distribution” or similar, or otherwise bearing a legend denoting that it is not to be used in connection with the offer or sale of Securities and (b) not to show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if the material bears a legend denoting that it is not to be used in connection with the sale of Securities in the applicable jurisdiction. Selected Dealer agrees that it will not use in connection with the offer or sale of Securities any material or writing that relates to another company supplied to it by the Company or the Dealer Manager bearing a legend that states that the material may not be used in connection with the offer or sale of any securities of the Company.

IX.License and Association Membership

Selected Dealer represents and warrants to the Company and the Dealer Manager that it is a properly registered or licensed broker-dealer, duly authorized to offer and sell the Securities under federal securities laws and regulations and the securities laws and regulations of all states

where it offers or sells the Securities and that it is a valid and active member of FINRA in good standing. This Agreement shall automatically terminate if the Selected Dealer ceases to be a member of FINRA in good standing or is subject to a FINRA suspension or if the Selected Dealer’s registration or license under the Exchange Act or any state securities laws or regulations is terminated or suspended; the Selected Dealer agrees to notify the Dealer Manager immediately if any of these events occur.

X.Anti-Money Laundering Compliance Programs

Selected Dealer’s acceptance of this Agreement constitutes a representation to the Company and the Dealer Manager that the Selected Dealer has established and implemented an anti-money laundering and customer identification compliance program (“AML Program”) in accordance with applicable laws and regulations, including federal and state securities laws, applicable rules of FINRA, and the Bank Secrecy Act, Title 31 U.S.C. Sections 5311-5355, as amended by the USA Patriot Act of 2001, and related regulations (31 C.F.R. Part 103), and will continue to maintain its AML Program consistent with applicable laws and regulations during the term of this Agreement.

In accordance with these applicable laws and regulations and its AML Program, Selected Dealer agrees to verify the identity of its new customers; to maintain customer records; to check the names of new customers against government watch lists, including the Office of Foreign Asset Control’s (“OFAC”) list of Specially Designated Nationals and Blocked Persons. Additionally, Selected Dealer will monitor account activity to identify patterns of unusual size or volume, geographic factors and any other “red flags” described in the USA Patriot Act as potential signals of money laundering or terrorist financing. Selected Dealer will submit to the Financial Crimes Enforcement Network any required suspicious activity reports about such activity and further will disclose such activity to applicable federal and state law enforcement when required by law. Upon request by the Dealer Manager at any time, the Selected Dealer hereby agrees to furnish (a) a copy of its AML Program to the Dealer Manager for review, and (b) a copy of the findings and any remedial actions taken in connection with Selected Dealer’s most recent independent testing of its AML Program

XI.No Disqualification Events

11.1 The Dealer Manager represents that neither it nor any of its directors, executive officers, other officers participating in the offering of Securities, general partners or managing members, nor any of the directors, executive officers or other officers participating in the offering of Securities of any such general partner or managing member, nor any other officers or employees or associated persons of the Selected Dealer or any such general partner or managing member that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities (but, in each case, excluding the Selected Dealer Covered Persons, as defined below, as to whom no representation is made) (each, a “Dealer Manager Covered Person” and, collectively, the “Dealer Manager Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Dealer Manager has exercised reasonable care to determine (i) the identity of each person that is a Dealer Manager Covered Person; and (ii) whether any Dealer Manager Covered Person is subject to a Disqualification Event. The Dealer Manager has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the Securities Act, and has furnished to the Selected Dealer a copy of any disclosures provided thereunder.

The Dealer Manager represents that it is not aware of any person (other than any Dealer Manager Covered Person or Selected Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.

With respect to each Dealer Manager Covered Person, the Dealer Manager represents that it has established procedures reasonably designed to ensure that the Issuer receives notice from each such Dealer Manager Covered Person of (i) any Disqualification Event relating to that Dealer Manager Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to that Dealer Manager Covered Person; in each case occurring up to and including the date of any offering of Securities.

The Dealer Manager will notify Selected Dealer in writing, prior to any offering of Securities, of (i) any Disqualification Event relating to any Dealer Manager Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Manager Covered Person.

11.2 The Selected Dealer represents that neither it, nor any of its directors, executive officers, other officers participating in the offering of Securities, general partners or managing members, nor any of the directors, executive officers or other officers participating in the offering of Securities of any such general partner or managing member, nor any other officers or employees of the Selected Dealer or any such general partner or managing member that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities (each, a “Selected Dealer Covered Person” and, collectively, “Selected Dealer Covered Persons”), is subject to any Disqualification Event, except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of Regulation D under the Securities Act and (ii) a description of which has been furnished in writing to the Company and the Dealer Manager prior to the date hereof.

The Selected Dealer represents that it is not aware of any person (other than any Dealer Manager Covered Person or Selected Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities. The Selected Dealer will notify the Company and the Dealer Manager, prior to any offering of Securities, of any agreement entered into between the Selected Dealer and such person in connection with such sale.

The Selected Dealer will notify the Company and the Dealer Manager in writing, prior to any offering of Securities, of (i) any Disqualification Event relating to any Selected Dealer Covered Person not previously disclosed to the Company or the Dealer Manager in accordance with this Section 11.2 and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Selected Dealer Covered Person.

11.3 The Selected Dealer shall provide to the Dealer Manager or the Company such certifications, documentation or other information as reasonably requested from time to time by the Dealer Manager or the Company as such parties deem necessary or advisable to carry out the exercise of reasonable care under Rule 506(d) and (e) under the Securities Act in connection with this Offering.

XII.Effectiveness, Termination and Amendment

This Agreement shall become effective upon the execution hereof by the Selected Dealer and the receipt of this executed Agreement by the Dealer Manager. Selected Dealer will immediately suspend or terminate its offer and sale of the Securities upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of the Securities hereunder upon subsequent request of the Company or the Dealer Manager. In addition to termination pursuant to Section IX, any party may terminate this Agreement by written notice, which termination shall be effective 48 hours after notice is given. Upon the sale of all of the Securities or the termination of the Dealer Manager Agreement, this Agreement shall terminate without obligation on the part of the Selected Dealer or the Dealer Manager, except as set forth in this Agreement. The indemnification agreements contained in Section 6 of the Dealer Manager Agreement shall survive the termination of this Agreement and the Dealer Manager Agreement, and the respective agreements and obligations of the Dealer Manager and the Selected Dealer set forth in Sections IV, V, VI, 7.2, 7.10, 7.11, VIII and XI through XXII of this Agreement shall remain operative and in full force and effect regardless of the termination of this Agreement.

This Agreement may be amended at any time by the Dealer Manager by written notice to the Selected Dealer. Any amendment shall be deemed accepted by the Selected Dealer upon the Selected Dealer placing an order for the sale of Securities after it has received a notice of amendment.

XIII.Privacy Laws

The Dealer Manager and Selected Dealer (each referred to individually in this section as a “party”) agree as follows:

13.1 Each party agrees to abide by and comply in all respects with (a) the privacy standards and requirements of the Gramm-Leach-Bliley Act of 1999 (“GLBA”) and applicable regulations promulgated thereunder, (b) the privacy standards and requirements of any other applicable federal or state law, including the Fair Credit

Reporting Act (“FCRA”) and (c) its own internal privacy policies and procedures, each as may be amended from time to time.

13.2 Selected Dealer shall not disclose nonpublic personal information (as defined under the GLBA) of all customers who have opted out of such disclosures, except to service providers (when necessary and as permitted under the GLBA) or as otherwise required by applicable law;

13.3 Except as expressly permitted under the FCRA, Selected Dealer shall not disclose any information that would be considered a “consumer report” under the FCRA; and

13.4 Selected Dealer shall be responsible for determining which customers have opted out of the disclosure of nonpublic personal information by periodically reviewing and, if necessary, retrieving a list of customers who have opted out (the “List”) to identify customers that have exercised their opt-out rights. In the event either party expects to use or disclose nonpublic personal information of any customer for purposes other than servicing the customer, or as otherwise required by applicable law, that party must first consult the List to determine whether the

affected customer has exercised his or her opt-out rights. Each party understands that it is prohibited from using or disclosing any nonpublic personal information of any customer that is identified on the List as having opted out of such disclosures.

XIV.Complaints

Each party agrees to promptly provide to the other party copies of any written or otherwise documented complaints from customers of the Selected Dealer received by the party relating in any way to the Offering (including, but not limited to, the manner in which the Securities are offered by the Selected Dealer).

XV.Notice

All notices to the Dealer Manager shall be in writing addressed to the Dealer Manager at the address set forth below. All notices to Selected Dealer shall be in writing addressed to the Selected Dealer at the address specified by the Selected Dealer at the end of this Agreement. Notices addressed to the intended recipient as described above will be duly given (a) when personally delivered or by commercial messenger, (b) one business day following deposit with a recognized overnight courier service, provided the deposit occurs prior to the deadline imposed by the applicable service for overnight delivery; or (c) when transmitted to Selected Dealer, if sent by facsimile copy (provided confirmation of receipt is received by sender) or electronic transmission (e-mail) and in each case the notice is also followed contemporaneously by the method provided under either (a) or (b) above.

To the Dealer Manager:

Pacific Oak Capital Markets, LLC
3200 Park Center Drive, Suite 600
Costa Mesa, CA 92626

XVI.Confidentiality

The Company and the Dealer Manager anticipate that the Selected Dealer or its agent performing due diligence (the “Diligence Representatives”) either have previously or will in the future have access to certain Confidential Information (defined below) pertaining to the Company, the Dealer Manager, the Company’s advisor (the “Advisor”), the Company’s property manager (the “Property Manager”), the Company’s sponsor (the “Sponsor”) or their respective affiliates. For purposes hereof, “Confidential Information” shall mean and include: (a) trade secrets concerning the business and affairs of the Company, the Dealer Manager, the Advisor, the Property Manager, the Sponsor or their respective affiliates; (b) confidential data, know-how, current and planned research and development, current and planned methods and processes, marketing lists or strategies, slide presentations, business plans, however documented, belonging to the Company, the Dealer Manager, the Advisor, the Property Manager, the Sponsor or their respective affiliates; (c) information concerning the business and affairs of the Company, the Dealer Manager, the Advisor, the Property Manager, the Sponsor or their respective affiliates, including, without limitation, historical financial statements, financial projections and budgets, investment-related information, models, budgets, plans, and market studies, however documented; (d) any information marked or designated “Confidential—For Due Diligence Purposes Only”; and (e) any notes, analysis, compilations, studies, summaries and other material containing or based, in whole or in part, on any information included in the foregoing. The Selected Dealer agrees to keep, and to cause its Diligence Representatives to keep, all Confidential Information strictly confidential and to not use, distribute or copy the same except

in connection with the Selected Dealer’s due diligence inquiry. The Selected Dealer agrees to not disclose, and to cause its Diligence Representatives not to disclose, any Confidential Information to the public, or to the Selected Dealer’s sales staff, financial advisors, or any person involved in selling efforts related to the Offering or to any other third party and agrees not to use the Confidential Information in any manner in the offer and sale of the Shares. The Selected Dealer further agrees to use all reasonable precautions necessary to preserve the confidentiality of any Confidential Information, including, but not limited to (a) limiting access to Confidential Information to persons who have a need to know the information only for the purpose of the Selected Dealer’s due diligence inquiry and (b) informing each recipient of the Confidential Information of the Selected Dealer’s confidentiality obligation. The Selected Dealer acknowledges that Selected Dealer or its Diligence Representatives may previously have received Confidential Information in connection with preliminary due diligence on the Company, and agrees that the foregoing restrictions shall apply to any previously received Confidential Information. The Selected Dealer acknowledges that Selected Dealer or its Diligence Representatives may in the future receive Confidential Information either in individual or collective meetings or telephone calls with the Company, and agrees that the foregoing restrictions shall apply to any Confidential Information received in the future through any source or medium. Notwithstanding the foregoing, Confidential Information may be disclosed (a) if approved in writing for disclosure by the Company, (b) pursuant to a subpoena or as required by law, or (c) as required by regulation, rule, order or request of any governing or self-regulatory organization (including the SEC or FINRA), provided that the Selected Dealer shall notify the Dealer Manager in advance if practicable under the circumstances of any attempt to obtain Confidential Information pursuant to provisions (b) and (c).

XVII.E-Delivery and E-Signature

If you elect to utilize electronic delivery with respect to the delivering of the Private Placement Memorandum, Authorized Materials and subscription agreements and electronic signature with respect to a subscriber’s execution of a subscription agreement, Addendum I to this Agreement will become part of the terms of this Agreement.

XVIII.Entire Agreement

This Agreement and the exhibits hereto are the entire agreement of the parties and supersede all prior agreements, if any, relating to the subject matter hereof between the parties hereto.

XIX.Successors and Assigns

No party shall assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the other party. This Agreement shall be binding upon the Dealer Manager and the Selected Dealer and their respective successors and permitted assigns.

XX.Arbitration, Attorney’s Fees, Jury Trial and Applicable Law

In the event of a dispute concerning any provision of this Agreement (including any provisions of the Dealer Manager Agreement incorporated into this Agreement), either party may require the dispute to be submitted to binding arbitration, conducted on a confidential basis, under the then current commercial arbitration rules of FINRA or the American Arbitration Association (at the discretion of the party requesting arbitration) in accordance with the terms of this Agreement (including the governing law provisions of this section) and pursuant to the Federal Arbitration Act (9 U.S.C. §§ 1 – 16). The parties will request that the arbitrator or arbitration panel (“Arbitrator”) issue written findings of fact and conclusions of law. The

Arbitrator shall not be empowered to make any award or render any judgment for punitive damages, and the Arbitrator shall be required to follow applicable law in construing this Agreement, making awards, and rendering judgments. The decision of the Arbitrator shall be final and binding, and judgment upon any arbitration award may be entered by any court having jurisdiction. All arbitration hearings will be held at the Los Angeles FINRA District Office or at another mutually agreed upon site. The parties may agree on a single arbitrator, or, if the parties cannot so agree, each party will have the right to choose one arbitrator, and the selected arbitrators will choose a third arbitrator. Each arbitrator must have experience and education that qualify him or her to competently address the specific issues to be designated for arbitration. Notwithstanding the preceding, no party will be prevented from immediately seeking provisional remedies in courts of competent jurisdiction, including but not limited to, temporary restraining orders and preliminary injunctions, but these remedies will not be sought as a means to avoid or stay arbitration. Except as provided otherwise in Section 6 of the Dealer Manager Agreement, in any action or arbitration to enforce the provisions of this Agreement or to secure damages for its breach, the prevailing party shall recover its costs and reasonable attorney’s fees. Each party to this Agreement hereby waives a trial by jury in any legal action or proceeding relating to this Agreement. This Agreement shall be construed under the laws of the State of California; provided, however, that the governing law for causes of action for violations of federal or state securities law shall be governed by the applicable federal or state securities law.

XXI.Severability

The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if the invalid or unenforceable provision was omitted.

XXII.Counterparts

This Agreement may be executed in any number of counterparts. Each counterpart, when executed and delivered, shall be an original contract, but all counterparts, when taken together, shall constitute one and the same agreement.

XXIII.No Partnership

Except as specifically set forth in Addendum I hereto, nothing in this Agreement shall be construed or interpreted to constitute the Selected Dealer as an employee, agent or representative of, or in association with or in partnership with, the Dealer Manager, the Company or the other Selected Dealers; instead, this Agreement shall only constitute the Selected Dealer as a dealer authorized by the Dealer Manager to sell the Securities according to the terms set forth in the Private Placement Memorandum and in this Agreement.

[signature page follows]

THE DEALER MANAGER:

Attest: PACIFIC OAK CAPITAL MARKETS, LLC

By:

Name Name

Title Title

We have read the foregoing Agreement and we hereby accept and agree to the terms and conditions set forth therein. We hereby represent that the list below of jurisdictions in which we are registered or licensed as a broker or dealer and are fully authorized to sell Securities is true and correct, and we agree to advise you of any change in the list during the term of this Agreement.

☐ We wish to utilize electronic delivery with respect to the delivering of the Private Placement Memorandum, Authorized Materials and subscription agreements and electronic signature with respect to a subscriber’s execution of a subscription agreement.

1.Identity of Selected Dealer:

Name:

Type of entity:

(corporation, partnership or proprietorship)

Organized in the State of:

(State)

CRD#:

Licensed as broker-dealer in the following States:

Tax I.D. #:

2.Person to receive notice pursuant to Section XV:

Name:

Company:

Address:

City, State and Zip Code:

Telephone No.: ( )

Telefax No.: ( )

E-mail Address:

AGREED TO AND ACCEPTED BY THE SELECTED DEALER:

(Selected Dealer’s Firm Name)

By:
Authorized Signature

Title:

Addendum I

If you elect to utilize electronic delivery with respect to the delivering of the Private Placement Memorandum, Authorized Materials and subscription agreements and electronic signature with respect to a subscriber’s execution of a subscription agreement, this Addendum I will become part of the terms of the Selected Dealer Agreement.

In consideration of the mutual covenants hereinafter contained, the parties agree as follows:

1.You will maintain written policies and procedures covering the delivery of electronic offering documents and the use of electronic signatures.

1.You will comply with all applicable SEC rules and guidelines pertaining to electronic delivery of the Private Placement Memorandum, Authorized Materials and subscription agreements and electronic signature of the subscription agreement.

2.You will comply with all of the applicable requirements set forth in the NASAA Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures (the “Statement of Policy”). You will comply with such requirements in every U.S. jurisdiction irrespective of whether the jurisdiction has adopted the Statement of Policy. You acknowledge that you are acting as an agent of the Company only with respect to the delivery of the Private Placement Memorandum, Authorized Materials and subscription agreements electronically, the administration of the subscription process and the obtainment of electronic signatures and only to the extent your actions are in compliance with the Statement of Policy and the Selected Dealer Agreement.

3.You will also comply, as applicable, with the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act, to the extent applicable, as adopted in each applicable jurisdiction and any other applicable laws.

4.You agree to indemnify and hold harmless the Company, the Dealer Manager, Pacific Oak Capital Advisors, LLC, the Company’s advisor and property manager, and each person who controls any of them within the meaning of either Section 15 of the Securities Act (collectively, the “Indemnitees”), from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, arising out of any breach of this Addendum I.

5.This Addendum I is for the benefit of each of the Indemnitees.

6.In consideration of the foregoing, the Company hereby agrees that it will not reject a subscription on account of an electronic signature if such signature was obtained in the manner set forth herein.

7.This Addendum I shall be governed by and construed in accordance with the laws of the State of New York, without reference to the choice-of-law principles thereof.

8.Whenever possible, each provision of this Addendum I shall be interpreted in such manner as to be effective and valid under applicable law. If, however, any provision of this Addendum I is held, under applicable law, to be invalid, illegal, or unenforceable in any respect, such provision shall be ineffective only to the extent of such invalidity, and the validity, legality and enforceability of the remaining provisions of this Addendum I shall not be affected or impaired in any way.

9.This Addendum I contains the entire understanding of the parties hereto with respect to the subject matter contained herein and supersedes all previous agreements and/or understandings of the parties.

10.Sections 5, 6 and 8 through 11 shall survive termination of the Selected Dealer Agreement.