KBS Real Estate Investment Trust

If shares are not listed on a securities exchange by January 31, 2020, the board must adopt a resolution for liquidation and submit it to stockholders, unless the Conflicts Committee annually determines liquidation is not then in stockholders' best interest.

“If by January 31, 2020 the shares of Common Stock are not Listed, then the board of directors must adopt a resolution that declares a proposed liquidation is advisable on substantially the terms and conditions set forth in the resolution and direct that the proposed liquidation be submitted for consideration at either an annual or special meeting of the stockholders; provided, however, that such board action may be postponed if the Conflicts Committee determines by a majority vote that a liquidation is not then in the best interest of the Corporation's stockholders.”

The Corporation may not purchase or lease properties in which the Advisor, a Sponsor, a director or an Affiliate thereof has an interest without independent board and Conflicts Committee approval that the transaction is fair and at a price no greater than cost to the affiliated seller (or current appraised value if lower).

“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 a majority of the board of directors (including a majority of the members of the Conflicts Committee) not otherwise interested in the transaction that such transaction is fair and reasonable to 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.”

Corporation may not purchase or lease properties in which the Advisor, Sponsor, director or Affiliate has an interest without Conflicts Committee approval; price may not exceed cost to affiliated seller or current appraised value.

“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 a majority of the board of directors (including a majority of the members of the Conflicts Committee) not otherwise interested in the transaction that such transaction is fair and reasonable to 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.”

The charter authorizes payment of Acquisition Fees, Disposition Fees, and incentive participation to the Advisor and its Affiliates (related parties), subject to board/Conflicts Committee approval and NASAA-style caps. All such related-party fee arrangements require majority Conflicts Committee sign-off.

“If the Advisor or a Director or Sponsor or any Affiliate thereof provides a substantial amount of the services in the effort to sell the property of the Corporation, that Person may receive: (i) if a brokerage commission is paid to a Person other than an Affiliate of the Sponsor, an amount up to one-half of the total brokerage commissions paid but in no event an amount that exceeds 3% of the sales price of such property or properties or (ii) if no brokerage commission is paid to a Person other than an Affiliate of the Sponsor, an amount up to 3% of the sales price of such property or properties.”

The charter prohibits the Corporation from purchasing or leasing properties in which the Advisor, Sponsor, director or Affiliate has an interest without a Conflicts Committee majority vote finding the transaction fair and reasonable, and at a price no greater than cost to the affiliated seller unless there is substantial justification, and never above current appraised value from 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.”

Charter prohibits transfer or lease of assets to Sponsor, Advisor, director or Affiliate without Conflicts Committee approval as fair and reasonable; joint ventures with affiliates require majority Conflicts Committee approval on substantially the same terms as other joint venturers.

“The Corporation shall not transfer or lease assets to a Sponsor, the Advisor, a director or an Affiliate thereof unless approved by a majority of the board of directors (including a majority of the members of the Conflicts Committee) not otherwise interested in the transaction as being fair and reasonable to the Corporation. The Corporation may invest in a joint venture with a Sponsor, the Advisor, a director or an Affiliate thereof; provided, however, that the Corporation may only so invest if a majority of the board of directors (including a majority of the members of the Conflicts Committee) not otherwise interested in the transaction approves such investment as being fair and reasonable to the Corporation and on substantially the same terms and conditions as those received by the other joint venturers.”

Corporation may not purchase or lease properties from, or enter into joint ventures with, Advisor, Sponsor, Directors or their Affiliates without Conflicts Committee approval and Independent Expert appraisal. Acquisition price may not exceed appraised value.

“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 a majority of the Corporation's board of directors (including a majority of the Conflicts Committee) not otherwise interested in the transaction 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 explicitly restricts the Corporation from purchasing properties in which the Advisor, Sponsor, director or Affiliate has an interest without Conflicts Committee approval at a price no greater than cost to the affiliated seller unless substantially justified, and prohibits above-appraised-value acquisitions from affiliates.

“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.”

All transactions between the Corporation and any affiliated party must be approved by a majority of the Conflicts Committee as fair and on terms no less favorable than those available from unaffiliated third parties.

“A majority of the board of directors (including a majority of the members of the Conflicts Committee) not otherwise interested in the transaction must conclude that all other transactions between the Corporation and a Sponsor, the Advisor, a director or an Affiliate thereof are fair and reasonable to the Corporation and on terms and conditions not less favorable to the Corporation than those available from unaffiliated third parties.”

The Corporation may invest in joint ventures with the Sponsor, Advisor, or Affiliates only with Conflicts Committee approval and on substantially the same terms as other joint venturers; all other affiliated transactions require majority board and Conflicts Committee approval on terms no less favorable than from unaffiliated parties.

“The Corporation may invest in a joint venture with a Sponsor, the Advisor, a director or an Affiliate thereof; provided, however, that the Corporation may only so invest if a majority of the board of directors (including a majority of the members of the Conflicts Committee) not otherwise interested in the transaction approves such investment as being fair and reasonable to the Corporation and on substantially the same terms and conditions as those received by other joint venturers.”

If Common Stock is not listed on a national securities exchange by March 31, 2018, the board must adopt a resolution declaring a proposed liquidation advisable, subject to annual Conflicts Committee review and postponement only if the Committee determines liquidation is not in stockholders' best interests.

“If by March 31, 2018 the shares of Common Stock are not Listed, then the board of directors must adopt a resolution that declares a proposed liquidation is advisable on substantially the terms and conditions set forth in the resolution and direct that the proposed liquidation be submitted for consideration at either an annual or special meeting of the stockholders; provided, however, that such board action may be postponed if the Conflicts Committee determines by a majority vote that a liquidation is not then in the best interest of the Corporation's stockholders.”