KBS

The Corporation may not purchase or lease properties from the Advisor, a Sponsor, a director, or an Affiliate thereof without Conflicts Committee approval; price may not exceed cost to the affiliated seller unless substantially justified, and in no event may exceed current appraised value by an Independent Expert.

“The Corporation may not purchase or lease properties in which the Advisor, a Sponsor, a director or an Affiliate thereof has an interest without a determination by the Conflicts Committee (by majority vote) that such transaction is fair and reasonable to the Corporation and at a price to the Corporation no greater than the cost of the property to the Affiliated seller or lessor unless there is substantial justification for the excess amount. Notwithstanding the preceding sentence, in no event may the Corporation acquire any such property at an amount in excess of its current appraised value as determined by an Independent Expert.”

Corporation may not purchase or lease properties in which Advisor, Sponsor, director or Affiliate has an interest without Conflicts Committee determination that the transaction is fair and reasonable at a price no greater than the affiliated seller's cost, and in no event above current appraised value by Independent Expert.

“The Corporation may not purchase or lease properties in which the Advisor, a Sponsor, a director or an Affiliate thereof has an interest without a determination by the Conflicts Committee (by majority vote) that such transaction is fair and reasonable to the Corporation and at a price to the Corporation no greater than the cost of the property to the Affiliated seller or lessor unless there is substantial justification for the excess amount. Notwithstanding the preceding sentence, in no event may the Corporation acquire any such property at an amount in excess of its current appraised value as determined by an Independent Expert.”

The charter requires Conflicts Committee approval (majority of Independent Directors) for all transactions between the Corporation and the Advisor, Sponsor, directors, or their Affiliates, including property purchases, joint ventures, loans, and advisory compensation. All shares issued to the Advisor, directors, or Affiliates carry restricted voting rights on removal and self-dealing matters.

“No shares of Common Stock may be transferred or issued to the Advisor, a director, or any Affiliate thereof unless such prospective stockholder agrees that it will not vote or consent on matters submitted to the Common Stockholders regarding (a) the removal of such Advisor, director or any of its Affiliates or (b) any transaction between the Corporation and any such Advisor, director or any of its Affiliates.”

Shares held by the Advisor, directors and Affiliates are excluded from voting on matters regarding their own removal and on any transactions between the Corporation and such parties, preventing Advisor/Affiliate capture of stockholder votes on self-interested matters.

“No shares of Common Stock may be transferred or issued to the Advisor, a director, or any Affiliate thereof unless such prospective stockholder agrees that it will not vote or consent on matters submitted to the stockholders regarding (a) the removal of such Advisor, director or any of its Affiliates or (b) any transaction between the Corporation and any such Advisor, director or any of its Affiliates.”

While externally advised, the Corporation has no interest in any opportunity known to the Advisor unless the Advisor has recommended it to the Corporation, limiting the Corporation's access to deals sourced by the Advisor.

“For so long as the Corporation is externally advised by the Advisor or an Affiliate thereof, the Corporation has no interest in any opportunity known to the Advisor unless it has been recommended to the Corporation by the Advisor. The preceding sentence shall be of no consequence except in connection with the application of the corporate opportunity doctrine.”