Exhibit 10.1 


   


SERIES A PREFERRED STOCK PURCHASE AGREEMENT


 


THIS SERIES A PREFERRED
STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November [●], 2019, by and
among Pacific Oak Residential Trust, Inc. (formerly known as Reven Housing REIT, Inc.), a Maryland corporation (the “Company”),
the purchaser identified on the signature page and signatory hereto (the “Purchaser”) and, solely for the limited
purposes set forth herein, Xiaofan Bai, as the Purchaser’s representative (the “Purchaser Representative”).
Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 10 hereof.


 


RECITALS


 


WHEREAS, the Company
and each Purchaser in the Offering are executing and delivering an agreement in the form of this Agreement (collectively, the “Purchase
Agreements”) in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”), and/or Rule 506(c) of Regulation D (“Regulation D”),
as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities
Act;


 


WHEREAS, the Company
desires to sell to the Purchaser, and the Purchaser desires to purchase from the Company, shares of 6.0% Series A Cumulative Convertible
Redeemable Preferred Stock, $0.001 par value per share, of the Company (the “Series A Preferred Stock”) in accordance
with the terms and provisions of this Agreement;


 


WHEREAS, the Company
desires to offer and sell up to $15,000,000 in the aggregate of the Series A Preferred Stock (the “Maximum Offering Amount”),
but not less than $10,000,000 in the aggregate of the Series A Preferred Stock (the “Minimum Offering Amount”);
and


 


WHEREAS, in order to
facilitate the purchase and sale of the shares of Series A Preferred Stock at the Closing, the Company, the Purchaser Representative
and SOR PORT Holdings, LLC, a Maryland limited liability company (the “Parent”), have entered into an escrow
agreement with The Bank of New York Mellon, a New York banking corporation, as escrow agent (the “Escrow Agent”),
for the purpose of establishing an escrow account (the “Escrow Account”) into which the Purchaser may direct
that all or any portion of the Merger Consideration payable to the Purchaser be deposited, which proceeds (if any) will be released
to the Company (if at all) at the Closing (as herein defined) as payment, in whole or in part, for the shares of Series A Preferred
Stock purchased by the Purchaser hereunder.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual representations, warranties and covenants herein contained, the parties hereto hereby
agree as follows:


 


1.             Authorization
of Shares. The Company has duly authorized the offer, sale and issuance pursuant to the terms and conditions hereof of up to
15,000 shares of its Series A Preferred Stock having the preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or terms or conditions of redemption as set forth in the Articles Supplementary (the
 “Articles Supplementary”) to be filed with the Maryland State Department of Assessments and Taxation (the “SDAT”)
in substantially the form attached hereto as Exhibit A at or prior to the Closing (as defined in Section 3). The
shares of Series A Preferred Stock issuable at the Closing are referred to herein as the “Shares”. In addition,
the Company will reserve a sufficient number of shares of the Company’s Common Stock, par value $0.001 per share (“Common
Stock”), for issuance upon the conversion of the Shares, pursuant to the Charter Documents (the “Conversion
Shares”).


 


2.             Sale
and Purchase of the Shares. Upon the terms and subject to the conditions herein contained, at the Closing the Company will
issue and sell to the Purchaser, and the Purchaser agrees, severally and not jointly, to purchase from the Company, the number
of Shares the Purchaser has elected to purchase as set forth on the signature page hereto at a per Share purchase price of $1,000
(the “Per Share Purchase Price”). The aggregate purchase price for the Shares to be purchased at the Closing
by the Purchaser shall equal the product of (a) the total number of Shares purchased by the Purchaser hereunder as set forth on
the signature page hereto, and (b) the Per Share Purchase Price (such amount, the “Total Purchase Price”). At
or prior to the Closing, the Purchaser will pay the Total Purchase Price by (i) wire transfer of immediately available funds in
accordance with wire instructions provided by the Company to the Purchaser prior to the Closing, (ii) certified or cashier’s
check of immediately available funds payable to the Company, (iii) completing the instructions on the signature page to this Agreement
(the “Allocation Instruction”) and directing that all or any portion of the Merger Consideration payable to
the Purchaser be deposited into the Escrow Account and be released and paid to the Company (if at all) at the Closing in satisfaction
of all or any portion of the Total Purchase Price for the Shares, in each case, in accordance with the Allocation Instruction and
Escrow Agreement, or (iv) any combination of the foregoing. At or prior to the Closing, against delivery of the payment of the
Total Purchase Price for the Shares to be purchased by the Purchaser, the Company will instruct its transfer agent to deliver to
the Purchaser evidence of a book entry position evidencing the Shares purchased by the Purchaser hereunder, registered in the name
of the Purchaser, or in such nominee name as designated by the Purchaser on the signature page to this Agreement.


 






    


     


    

 


3.            Closing.
Subject to all conditions set forth in Section 7 having been satisfied or waived, the closing (the “Closing”)
with respect to the transactions contemplated in Section 2 hereof shall take place remotely via the exchange of documents
and signatures and shall occur and be effective as promptly as practicable following the closing of the merger of Merger Sub with
and into the Company (the “Merger”) as contemplated by the Merger Agreement, or at such other time and place
as the Company and the Purchaser may agree in writing in accordance with Section 13.1 of this Agreement. At or prior to
the Closing, the Company and the Purchaser shall execute any related agreements or other documents required to be executed hereunder,
dated as of the date of the Closing (the “Closing Date”).


 


4.            Representations
and Warranties by the Company. The Company represents and warrants to the Purchaser that the statements contained in this Section
4 are true and complete as of the date of this Agreement and, based on certificates obtained from the appropriate officers
of the Company, will be true and complete as of the Closing Date, as the case may be. Unless otherwise noted, the Company’s
representations and warranties made herein as of the Closing Date shall be deemed to be made as of immediately following the consummation
of the transactions contemplated by the Merger Agreement and assume that no party to the Merger Agreement waives, amends or otherwise
modifies any closing condition under the Merger Agreement, and, if such representations and warranties are based on or relate to
capitalization or share amounts, shall be deemed to be based on the Company’s capitalization as of the date of the consummation
of the Merger.


 


4.1.        Organization.
The Company and each Subsidiary (a) is duly incorporated or otherwise organized, validly existing and in good standing under the
laws of the jurisdiction of its formation, (b) is duly qualified to do business as a foreign entity and is in good standing in
each jurisdiction where the nature of the property owned or leased by it or the nature of the business conducted by it makes such
qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect, and (c) has all
requisite corporate power and authority to own or lease and operate its assets and carry on its business as presently being conducted.
The Company’s Charter Documents have been made available to the Purchaser.


 


4.2.         Capitalization.


 


(a)           As
of immediately prior to the Closing, (i) the authorized capital stock of the Company will consist of 100,000,000 shares of the
Common Stock and 25,000,000 shares of preferred stock, par value $0.001 per share, of the Company (“Preferred Stock”),
and (ii) there will be 1 share of Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding.
All of the outstanding shares of capital stock of each of the Subsidiaries that is a corporation are duly authorized, validly issued,
fully paid and nonassessable. All equity interests in each of the Subsidiaries that is a partnership or limited liability company
are duly authorized and validly issued. All of the outstanding shares of capital stock or other voting securities of each of the
Subsidiaries are owned free and clear of any Lien.


 


(b)           Except
as set forth in this Section 4.2 and Section 9.3, there are no outstanding shares of capital stock of, or other equity
or other interests in, the Company, and there are no preemptive or similar rights, options, warrants, conversion rights, stock
appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind
that obligate, or with the passage of time may obligate, the Company or any of its Subsidiaries to issue or sell to any Person
any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible
or exchangeable into or exercisable for, or giving any Person (other than the Company’s right to subscribe for or acquire
securities of a Subsidiary) a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries. As of
the date of this Agreement, there are no outstanding contracts of the Company or any of its Subsidiaries to repurchase, redeem
or otherwise acquire any of the Shares or other outstanding securities of the Company or any of its Subsidiaries. No Shares are
held by any of its Subsidiaries.


 


(c)          Other
than pursuant to this Agreement and the transactions contemplated hereby, there are no outstanding options, warrants, rights (including
conversion or preemptive rights and rights of first refusal or other similar rights) or agreements, orally or in writing, to purchase
or acquire from the Company any shares of capital stock or any securities convertible into shares of capital stock. There are no
provisions of the Charter Documents, and no Material Contracts, other than this Agreement, that (i) may affect or restrict the
voting rights of the Purchaser with respect to the Shares in its capacity as a stockholder of the Company, (ii) restrict the ability
of the Purchaser, or any successor thereto or assignee or transferee thereof, to transfer the Shares, (iii) would adversely affect
the Company’s or the Purchaser’s right or ability to consummate the transactions contemplated by this Agreement or
comply with the terms of this Agreement and the transactions contemplated hereby, (iv) require the vote of more than a majority
of the Company’s issued and outstanding Common Stock, voting together as a single class, to take or prevent any corporate
action, other than those matters requiring a different vote under Maryland law, or (v) entitle any party to nominate or elect any
director of the Company or require any of the Company’s stockholders to vote for any such nominee or other Person as a director
of the Company in each case. There are no securities or instruments issued by or to which the Company is a party containing anti-dilution
or similar provisions that will be triggered by the issuance of the Shares and there are no registration rights existing or that
will be triggered by the issuance of the Shares.


 



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4.3.         Subsidiaries.
Immediately following the Closing, the only Subsidiaries of the Company will be Reven Housing GP, LLC, Reven Housing REIT OP, LP,
Reven Housing Funding Manager, LLC, Reven Housing Funding Manager 2, LLC, Reven Housing Funding 1, LLC, Reven Housing Funding 2,
LLC, Reven Housing REIT TRS, LLC, Reven Housing Memphis, LLC and Reven Housing Birmingham, LLC, each of which the Company will,
directly or indirectly, own beneficially and of record 100% of the outstanding equity interests of each Subsidiary.


 


4.4.         Consents.
Neither the execution, delivery or performance of this Agreement by the Company, nor the consummation by it of the obligations
and transactions contemplated hereby (including, without limitation, the issuance, the reservation for issuance and the delivery
of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents) requires any consent
of, authorization by, exemption from, filing with or notice to any Governmental Entity or any other Person, other than filings
required under applicable U.S. federal and state securities laws and the approval of the Company in connection with the Merger
(which approval has been obtained).


 


4.5.         Authorization;
Enforcement. The Company has all requisite corporate power and has taken all necessary corporate action required for the due
authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the
consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance, the reservation
for issuance and the delivery of the Shares and the provision to the Purchaser of the rights contemplated by the Transaction Documents).
The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions
contemplated hereby (including, without limitation, the issuance of the Shares and the provision to the Purchaser of the rights
contemplated by the Transaction Documents), have been duly authorized by the board of directors of the Company (the “Board
of Directors”) or a duly authorized committee thereof and no further consent or authorization of the Company, the Board
of Directors or the Company’s stockholders is required. This Agreement has been duly executed and delivered by the Company,
and the other instruments referred to herein to which it is a party will be duly executed and delivered by the Company, and each
such agreement constitutes or will constitute a legal, valid and binding obligation of the Company enforceable against it in accordance
with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and
as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.


 


4.6.         Valid
Issuance of Shares. The Shares have been duly authorized and, when issued and paid for pursuant to this Agreement, the Shares
will be validly issued, fully paid and non-assessable, and shall be free and clear of all Liens, and will not be subject to preemptive
rights or other similar rights of stockholders of the Company. The Conversion Shares will be duly and validly reserved and, if
and when issued in compliance with the provisions of this Agreement, the Articles Supplementary, and applicable laws, will be validly
issued, fully paid, and non-assessable.


 


4.7.         No
Conflicts. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
hereby (including, without limitation, the issuance, the reservation for issuance and the delivery of the Shares and the provision
to the Purchaser of the rights contemplated by the Transaction Documents) will not (a) result in a violation of the certificate
of incorporation, the by-laws or any equivalent organizational document of the Company or any Subsidiary (the “Charter
Documents”) or require the approval of the Company’s stockholders, (b) violate, conflict with or result in the
breach of the terms, conditions or provisions of or constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give rise to any right of termination, acceleration or cancellation under, any Material Contract
to which the Company or any Subsidiary is a party, (c) result in a violation of any law, rule, regulation, order, judgment or decree
(including, without limitation, U.S. federal and state securities laws and regulations and regulations of any self-regulatory organizations
to which the Company or its securities are subject) applicable to the Company or any Subsidiary or by which any property or asset
of the Company or any Subsidiary is bound or affected, (d) result in a violation of or require stockholder approval under any rule
or regulation of The NASDAQ Stock Market, (“Nasdaq”) or (e) result in the creation of any Lien upon any of the
Company’s or any of its Subsidiary’s assets, except, in the case of subsections (b), (c) and (e), which would not,
individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary is (i) in violation of
its Charter Documents, (ii) in default (and no event has occurred which, with notice or lapse of time or both, would cause the
Company or any Subsidiary to be in default) under, nor has there occurred any event, other than those contemplated by the Merger
Agreement, giving others (with notice or lapse of time or both) any rights of termination, amendment, acceleration or cancellation
of, any material agreement, indenture or instrument to which the Company or any Subsidiary is a party, nor has the Company or any
Subsidiary received written notice of a claim that it is in default under, or that it is in violation of, any Material Contract
(whether or not such default or violation has been waived), except as would not, individually or in the aggregate, have a Material
Adverse Effect, (iii) in violation of, or in receipt of written notice that it is in violation of, any law, ordinance or regulation
of any Governmental Entity, except where the violation would not result in a Material Adverse Effect, and (iv) in violation of
any order of any Governmental Entity having jurisdiction over the Company or any Subsidiary or any of the Company’s or any
Subsidiary’s properties or assets.


 


4.8.         No
Integrated Offering. Neither the Company, any Subsidiary, nor any of the Company’s or any Subsidiary’s Affiliates
or any other Person acting on the Company’s or any Subsidiary’s behalf, has directly or indirectly engaged in any form
of general solicitation or general advertising with respect to the Shares, nor have any of such Persons made any offers or sales
of any security of the Company, any Subsidiary or any of the Company’s or any Subsidiary’s Affiliates or solicited
any offers to buy any security of the Company, any Subsidiary or any of the Company’s or any Subsidiary’s Affiliates
under circumstances that would require registration of the Shares under the Securities Act or any other securities laws or cause
this offering of Shares to be integrated with any prior offering of securities of the Company or any Subsidiary for purposes of
the Securities Act in any manner that would affect the validity of the private placement exemption under the Securities Act for
the offer and sale of the Shares hereunder. Assuming the accuracy of the representations and warranties of the Purchasers contained
in Section 5 hereof and Section 5 of the other Purchase Agreements, the issuance of the Shares is exempt from registration
under the Securities Act. Notwithstanding anything herein to the contrary, and without prejudice to the representations set forth
in this Section 4.8 or Section 5.10, in the event of any general solicitation or advertising with respect to the
Shares, the Company hereby represents that it has satisfied the requirements set forth in Rule 506(c) of Regulation D under the
Securities Act with respect to the offer and sale of Shares contemplated by this Agreement.


 



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4.9.          Brokers.
No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s
or other similar fee or commission in connection with this Agreement or any other transactions contemplated hereby based upon arrangements
made by or on behalf of the Company.


 


4.10.        Investment
Company. The Company is not, and immediately after receipt of payment for the Shares, will not be or be an Affiliate of, an
 “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


4.11.        Acknowledgment
Regarding Purchaser’s Purchase of Shares. The Company acknowledges and agrees that the Purchaser is acting solely in
the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company
further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity
with respect to the Company) with respect to this Agreement and the transactions contemplated hereby and any advice given by the
Purchaser or its representatives or agents to the Company in connection with this Agreement and the transactions contemplated hereby
is merely incidental to the Purchaser’s purchase of the Shares. The Company further represents to the Purchaser that the
Company’s decision to enter into this Agreement has been based on the independent evaluation of the transactions contemplated
hereby by the Company and its representatives.


 


4.12.        Ability
to Conduct Transactions under Rule 506. The Company is not, to the best of its Knowledge, disqualified under Rule 506(d) of
the Securities Act from conducting an offering pursuant to Rule 506, and all disclosures, if any, required by such Rule 506(d)
to be disclosed to the Purchaser have been set forth herein.


 


4.13.        No
Other Representations or Warranties. The Company acknowledges and agrees that, except for the representations and warranties
expressly set forth in Section 5, (a) the Purchaser does not make, and has not made, any representations or warranties relating
to the Purchaser or its business or otherwise in connection with this Agreement or the other transactions contemplated hereby,
and the Company is not relying on any representation or warranty except for those expressly set forth in Section 5, and
(b) no Person has been authorized by the Purchaser to make any representation or warranty relating to the Purchaser or its business
or otherwise in connection with this Agreement or the other transactions contemplated hereby and, if made, any such representation
or warranty will not be relied upon by the Company as having been authorized by such party.


 



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5.             Representations
and Warranties of the Purchaser. The Purchaser represents and warrants to the Company that the statements contained in this
Section 5 are true and complete as of the date of this Agreement and will be true and complete as of the Closing Date:


 


5.1.          Organization,
Good Standing and Qualification; Authorization. If the Purchaser is not an individual, it is a legal entity duly formed, validly
existing, and in good standing (with respect to jurisdictions that recognize such concept) under the laws of its respective jurisdiction
of organization. The execution, delivery and performance of this Agreement and the other instruments referred to herein, in each
case to which the Purchaser is a party or is bound, and the consummation by the Purchaser of the transactions contemplated hereby
and thereby, have been duly authorized by all necessary corporate, partnership, limited liability or similar actions, as applicable,
on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and the other instruments referred
to herein to which it is a party will be duly executed and delivered by the Purchaser, and each such agreement and other instruments
constitutes or will constitute a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms,
except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of
general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability
of specific performance, injunctive relief, or other equitable remedies.


 


5.2.          Brokers.
There is no broker, investment banker, financial advisor, finder or other Person which has been retained by or is authorized to
act on behalf of the Purchaser who might be entitled to any fee or commission for which the Company will be liable in connection
with the execution of this Agreement and the consummation of the transactions contemplated hereby.


 


5.3.         Private
Placement. The Purchaser understands and agrees that the offering and sale of the Shares has not been registered under the
Securities Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions
not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy
of the Purchaser’s representations as expressed herein.


 


5.4.         Acquisition
for Own Account. The Purchaser is acquiring the Shares for its own account for investment and not with a view toward distribution
in a manner which would violate the Securities Act or any applicable state securities laws.


 


5.5.         Ability
to Protect Its Own Interests and Bear Economic Risks. The Purchaser, by reason of the business and financial experience of
its management, has the capacity to protect its own interests in connection with the transactions contemplated by this Agreement
and is capable of evaluating the merits and risks of the investment in the Shares. The Purchaser is able to bear the economic risk
of an investment in the Shares and is able to sustain a loss of all of its investment in the Shares without economic hardship,
if such a loss should occur.


 


5.6.         Accredited
Investor. The Purchaser (i) is an “accredited investor” as that term is defined in Regulation D promulgated under
the Securities Act and, together with this Agreement, has submitted to the Company an “Accredited Investor Questionnaire”
in the form attached hereto as Exhibit B (the “Questionnaire”), together with such further assurances
of such status as required under the terms of the Questionnaire, or as may be reasonably requested by the Company, (ii) has furnished
or made available any and all information requested by the Company or otherwise necessary to satisfy any applicable verification
requirements as to “accredited investor” status set forth in the Questionnaire, and (iii) all such information set
forth in the Questionnaire and such supplemental documents and information are true, correct, timely, and complete.


 


5.7.         Access
to Information. The Purchaser has been given access to Company documents, records, and other information, and has had adequate
opportunity to ask questions of, and receive answers from, the Company’s officers, employees, agents, accountants, and representatives
concerning the Company’s business, operations, financial condition, assets, liabilities, and all other matters relevant to
its investment in the Shares. The foregoing, however, does not limit or modify the representations and warranties of the Company
in Section 4 of this Agreement or the right of the Purchaser to rely thereon.


 


5.8.         Restricted
Shares.


 


(a)           The
Purchaser understands that the Shares will be characterized as “restricted securities” under the federal securities
laws inasmuch as they are being acquired from the Company in a private placement under Section 4(a)(2) of the Securities Act and
that under such laws and applicable regulations such Shares may be resold without registration under the Securities Act only in
certain limited circumstances.


 






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(b)          The
Purchaser acknowledges that the Shares must be held indefinitely unless (i) subsequently registered under the Securities Act and
under applicable state securities laws or (ii) a transfer of the Shares is pursuant to an available exemption from such registration.
The Purchaser understands that the Company is under no obligation to register the Shares.


 


(c)           The
Purchaser is aware of the provisions of Rule 144 under the Securities Act which permits limited resales of securities purchased
in a private placement.


 


(d)          The
Purchaser understands and acknowledges that no public market now exists for any of the Shares issued by the Company (or Conversion
Shares issuable upon conversion of the Shares) and that the Company has made no assurances that a public market will ever exist
for the Company’s securities.


 


5.9.         Tax
Advisors. The Purchaser has had the opportunity to review with the Purchaser’s own tax advisors the federal, state and
local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement, including, without
limitation, under Sections 301 and 305 of the Code. The Purchaser is relying solely on the Purchaser’s own determination
as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of
its agents and understands that the Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax liability
that may arise as a result of this investment or the transactions contemplated by this Agreement.


 


5.10.       No
General Solicitation and Advertising. The Purchaser represents and acknowledges that is has not been solicited to offer to
purchase or to purchase any Shares by means of any general solicitation or advertising within the meaning of Regulation D under
the Securities Act.


 


5.11.       Rule
506(d) “Bad Actor” Representation. Neither (i) the Purchaser nor (ii) if the Purchaser is an entity, any of its
directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general
partners or managing members, nor (iii) any beneficial owner of the Company’s voting equity securities (in accordance with
Rule 506(d) of the Securities Act) held by the Purchaser is subject to any of the “bad actor” disqualifications described
in Rule 506(d)(1)(i) to (viii) under the Securities Act (“Disqualification Events”), except for Disqualification
Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed reasonably in advance of the Closing
in writing in reasonable detail to the Company.


 


5.12.       Anti-Money-Laundering.
The Purchaser acknowledges that the Company seeks to comply with all applicable laws concerning money laundering and related activities.
In furtherance of those efforts, the Purchaser represents and warrants to the Company:


 


(a)           If
it is an entity and not an individual:


 


(i)              It
has conducted thorough due diligence with respect to all of its beneficial owners in order to (A) identify all of its beneficial
owners; and (B) verify the identity of all of its beneficial owners;


 


(ii)             It
has conducted enhanced due diligence for any beneficial owner residing in, or organized or chartered under the laws of a jurisdiction
identified (A) by the Financial Action Task Force for Money Laundering as being a non-cooperative country or territory; or (B)
by the U.S. Secretary of the Treasury as warranting special measures because of money laundering concerns under Section 311 or
312 of the USA Patriot Act;


 


(iii)            It
(A) has established the source of each of the beneficial owner’s funds; and (B) does not know or have any reason to suspect
that (1) the monies used to fund the Purchaser’s investment in the Shares are derived from, or related to, any activity that
is deemed criminal under applicable law, or (2) any contribution or payment by the Purchaser to the Company shall cause the Company
to be in violation of any law or regulation applicable to the Company including the U.S. Bank Secrecy Act, the U.S. Money Laundering
Control Act of 1986, the U.S. International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, sanctions and
embargoes administered by Office of Foreign Assets Control (“OFAC”) and any and all regulations or administrative
pronouncements (including executive orders) concerning money laundering or other criminal activities (collectively, the “Anti-Money
Laundering Laws”);


 


(iv)            It
will retain evidence of any such due diligence, beneficial owner identities, and source of funds for so long as may be required
of the Company for purposes of compliance with Anti-Money Laundering Laws; and


 



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(v)             It
has conducted appropriate due diligence of any beneficial owner who is (A) a Senior Foreign Political Figure (“SFPF”);
(B) an immediate family member of an SFPF; (C) a Person who is widely known (or is actually known by the Purchaser) to maintain
a close personal relationship with any such individual; or (D) a corporation, business or other entity that has been formed by
or for the benefit of such individual.


 


(b)           Neither
it nor any Persons having a direct or indirect beneficial interest in it are subject to sanctions administered by OFAC or are included
in any executive orders or on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC;


 


(c)           It
does not know or have any reason to suspect that the monies used to fund its acquisition of the Shares are derived from, invested
for the benefit of or related in any way to the governments of, or Persons within, any country under a U.S. embargo enforced by
OFAC; and


 


(d)           Neither
it nor any Persons having a direct or indirect beneficial interest in it is a bank, including a branch, agency or office of a bank,
that (i) is not physically located in the United States; and (ii) does not have a physical presence in the country of its organization.


 


(e)           The
Purchaser shall promptly notify the Company if any of the foregoing items in this Section 5.12 cease to be true and accurate.
The Purchaser agrees to promptly provide to the Company any additional information regarding the Purchaser or its beneficial owners
that the Company deems necessary or advisable to determine or ensure compliance with all Anti-Money Laundering Laws. The Purchaser
understands that the Company may release confidential information about the Purchaser and, if applicable, any underlying beneficial
owners, to proper authorities if the Company, in its sole discretion, determines that such release is in the best interest of the
Company in light of the Anti-Money Laundering Laws.


 


5.13        Non-U.S.
Person. If the Purchaser is a Non-U.S. Person (as defined herein), the Purchaser has so indicated on the signature page hereto.  As
used herein, (a) the term “United States” means and includes the United States of America, its territories and
possessions, any State of the United States, and the District of Columbia, and (b) the term “Non-U.S. Person”
means any person who is not a U.S. Person, within the meaning of Regulation S of the Securities Act, or is deemed not to be a U.S.
Person pursuant to Rule 902(k)(2) of Regulation S of the Securities Act.


 


5.14        No
Other Representations or Warranties. The Purchaser acknowledges and agrees that, except for the representations and warranties
expressly set forth in Section 4, (a) the Company does not make, and has not made, any representations or warranties relating
to the Company or any of its Subsidiaries, or their respective properties, assets or businesses, or otherwise in connection with
this Agreement or the other transactions contemplated hereby, and the Purchaser is not relying on any representation or warranty
except for those expressly set forth in Section 4, (b) no Person has been authorized by the Company to make any representations
or warranty relating to the Company or any of its Subsidiaries, or their respective properties, assets or businesses, or otherwise
in connection with this Agreement or the other transactions contemplated hereby and, if made, any such representation or warranty
will not be relied upon by the Purchaser as having been authorized by the Company, (c) no Person shall have or be subject to any
liability to the Purchaser or any other Person resulting from the distribution to the Purchaser or any other Person, or the Purchaser’s
or any other Person’s use, of any information, documents or materials provided, addressed or otherwise made available to
the Purchaser or any other Person in any physical or electronic form (including in any “virtual data room”), management
presentations, memoranda or in any other form in expectation of the transactions contemplated by this Agreement, and (d) any estimates,
projections, predictions, data, financial information, memoranda, presentations or any other information, documents or materials
provided, addressed or otherwise made available to the Purchaser or any other Person are not and will not be deemed to be or include
representations or warranties unless any such materials or information is the subject of any express representation or warranty
set forth in Section 4. Without limiting the foregoing, the Purchaser acknowledges and agrees that none of the Company,
any of its Subsidiaries or any other Person has made any representation or warranty as to the accuracy, completeness or achievement
of any financial projections, forecasts, cost estimates, capital budgets, business plans or similar information relating to the
Company or any of its Subsidiaries or their respective properties, assets or businesses.


 


6.            Covenants
of the Company and the Purchaser.


 


6.1.         Best
Efforts. Each party shall use its reasonable best efforts to timely satisfy each of the conditions to be satisfied by it as
provided in Section 7 of this Agreement. The Purchaser will furnish to the Company and/or the Paying Agent (as defined in
the Merger Agreement) such documents (including, without limitation, any applicable Form W-8) as the Company or the Paying Agent
may reasonably request to confirm that no tax withholding is required with respect to the Merger Consideration received (or to
be received) by the Purchaser in connection with the Merger.


 



    7


     


    



 


6.2.          Disclosure
of Transactions and Other Material Information; Use of Name.


 


(a)           On
or before the fourth Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing
the terms and conditions of the transactions contemplated by the Transaction Documents (or, if the Company files a Quarterly Report
on Form 10-Q within such time period, the Company may include such description in such Form 10-Q) in the form required by the Exchange
Act and attaching this Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”).


 


(b)           The
Company shall not publicly disclose the name of the Purchaser or any Affiliate or investment adviser of the Purchaser, including
without limitation in any press release, or include the name of the Purchaser or any Affiliate or investment adviser of the Purchaser
in any filing with the Commission (other than in any filings made in respect of this transaction in accordance with periodic report
or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of the
Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), except to the extent such disclosure is required
by law, rule or regulations, in which case the Company shall provide the Purchaser with prior notice of such disclosure and a reasonable
opportunity to comment on the proposed disclosure insofar as it relates specifically to the Purchaser.


 


7.            Conditions
of Parties’ Obligations.


 


7.1.          Conditions
of the Purchaser’s Obligations at the Closing. The obligations of the Purchaser under Section 2 hereof are subject
to the fulfillment, prior to the Closing, of all of the following applicable conditions, any of which may be waived in whole or
in part by the Majority Purchasers in their absolute discretion.


 


(a)           Representations
and Warranties. The representations and warranties of the Company contained in this Agreement and in any certificate or other
document delivered by the Company pursuant hereto shall be true and correct on and as of the Closing Date with the same effect
as though such representations and warranties had been made on and as of the Closing Date (except to the extent expressly made
as of an earlier date, in which case as of such earlier date).


 


(b)           Performance.
The Company shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions
contained in this Agreement that are required to be performed or complied by it pursuant to this Agreement on or prior to the Closing
Date.


 


(c)           Qualification
Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, required under applicable state
securities laws shall have been obtained for the lawful execution, delivery and performance of this Agreement.


 


(d)           Consents
and Waivers. The Company shall have obtained all consents or waivers necessary to execute and perform its obligations under
this Agreement. All corporate actions and governmental filings necessary for the Company to effectuate the terms of this Agreement
and other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken
by the Company.


 


(e)            No
Material Adverse Effect. Since the Balance Sheet Date, no event or series of events shall have occurred that has had or would
reasonably be expected to have a Material Adverse Effect.


 


(f)            Officer’s
Certificate. The Company shall have delivered to the Purchaser a certificate, dated as of the Closing Date and signed by its
President or Chief Executive Officer, certifying to the fulfillment of the conditions specified in Sections 7.1(a), (b)
and (e).


 


(g)           Secretary’s
Certificate. The Company shall have delivered to the Purchaser a certificate, dated as of the Closing Date and signed by its
Secretary, (i) certifying the resolutions adopted by the Board of Directors or a duly authorized committee thereof approving the
transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Shares, (ii) certifying the
current versions of the Charter Documents and (iii) certifying as to the signatures and authority of Persons signing the Transaction
Documents and related documents on behalf of the Company.


 


(h)           Absence
of Litigation. No Legal Proceeding which could reasonably be expected to succeed on its merits challenging this Agreement or
the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing or the closing of
the Merger, shall have been instituted or be pending before any Governmental Entity.


 






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(i)            No
Governmental Prohibition. The sale of the Shares by the Company shall not be prohibited by any law or governmental order or
regulation.


 


(j)            Proceedings
and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all
documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser, and the Purchaser (or its counsel)
shall have received all such counterpart original and certified or other copies of such documents as reasonably requested. Such
documents may include good standing certificates.


 


(k)            No
Tax Withholding. There shall have been no tax withholding with respect to the Merger Consideration received (or to be received)
by the Purchaser in connection with the Merger.


 


7.2.          Conditions
of the Company’s Obligations. The obligations of the Company under Section 2 hereof are subject to the fulfillment,
prior to or at the Closing, of all of the following applicable conditions, any of which may be waived in whole or in part by the
Company in its absolute discretion.


 


(a)            Representations
and Warranties. The representations and warranties of the Purchaser contained in this Agreement shall be true and correct on
and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing
Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date).


 


(b)           Performance.
The Purchaser shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions
contained in this Agreement that are required to be performed or complied by it on or prior to the Closing Date.


 


(c)           Proceedings
and Documents. All corporate and other proceedings in connection with the transactions contemplated to be consummated at the
Closing and all documents incident thereto, including, without limitation, the completion of the Questionnaire and delivery of
all supplemental documents and information required thereby, in each case, shall be duly completed and be reasonably satisfactory
in form and substance to the Company, and the Company (or its counsel) shall have received all such counterpart original and certified
or other copies of such documents as reasonably requested.


 


(d)           Minimum
Purchase of Shares. The Purchasers in the Offering shall have committed to purchase, and are purchasing at the Closing, not
less than the Minimum Offering Amount, or 10,000 Shares in the aggregate.


 


(e)            Merger.
The Merger, as contemplated by the Merger Agreement, shall have been consummated.


 


(f)            Securities
Exemptions. The offer and sale of the Shares to the Purchaser pursuant to this Agreement shall be exempt from the registration
requirements of the Securities Act and the registration and/or qualification requirements of any applicable state securities laws.


 


(g)           Absence
of Litigation. No Legal Proceeding which could reasonably be expected to succeed on its merits challenging this Agreement or
the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing or the closing of
the Merger, shall have been instituted or be pending before any Governmental Entity.


 


(h)           No
Governmental Prohibition. The sale of the Shares by the Company shall not be prohibited by any law or governmental order or
regulation.


 


8.             Termination,
Amendment and Waiver.


 


8.1.          Termination.
This Agreement may be terminated at any time prior to the Closing (with respect to Section 8.1(b) through Section 8.1(d),
by written notice by the terminating party to the other party):


 


(a)           by
the mutual written consent of the Company and the Majority Purchasers;


 


(b)           by
either the Company or the Majority Purchasers, if the Closing shall not have been consummated by December 31, 2019 (“Termination
Date”); provided, however, that the right to terminate this Agreement under this Section 8.1(b)
shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted
in the failure of the Closing to occur on or before such date; and provided, further, that neither the Company nor
the Majority Purchasers shall terminate this Agreement under this Section 8.1(b) unless all other Purchase Agreements have
been concurrently terminated;


 






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(c)           by
the Purchaser (without the approval of the Majority Purchasers), if the Closing shall not have been consummated by the Termination
Date;


 


(d)           by
the Company if the number of Shares to be purchased at the Closing pursuant to this Agreement and all other Purchase Agreements
is less than 10,000 in the aggregate; or


 


(e)           by
either the Company or the Majority Purchasers if a court of competent jurisdiction or other Governmental Entity shall have issued
a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining,
enjoining or otherwise prohibiting the transactions contemplated by this Agreement, unless the party relying on such order, decree
or ruling or other action has not complied in all material respects with its obligations under this Agreement.


 


8.2.          Effect
of Termination. In the event of termination of this Agreement as provided in Section 8.1, (i) there shall be no liability
on the part of the Purchaser or the Company, or their respective officers, directors, or stockholders, except to the extent that
such termination results from the intentional or grossly negligent breach by a party of any of its representations, warranties
or covenants set forth in this Agreement; provided, however, that the provisions of Sections 6.2(b), 12
and 13 shall remain in full force and effect and survive any termination of this Agreement, and (ii) the Purchaser Representative
and the Company shall cause the applicable portion of the Escrow Property (as defined in the Escrow Agreement) to be disbursed
in accordance with the terms of the Escrow Agreement.


 


9.            Transfer
Restrictions; Legends; Post-Closing Covenants.


 


9.1.          Transfer
Restrictions on Shares. The Purchaser understands that the Company may require, as a condition to the transfer of any of the
Shares, that the request for transfer be accompanied by an opinion of counsel reasonably satisfactory to the Company, to the effect
that the proposed transfer does not result in a violation of the Securities Act, unless such transfer is covered by an effective
registration statement or exempt from the registration requirements of the Securities Act by reason of Rule 144 or Rule 144A thereunder.
It is understood that the book-entry positions evidencing the Shares may include substantially the following legend, except as
provided in Section 9.2:


 


“THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR APPLICABLE
STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD
PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT.”


 


“THE SECURITIES REFERENCED HEREIN
ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL OWNERSHIP AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE, AMONG OTHERS, OF THE
CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST (“REIT”) UNDER THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY
PROVIDED IN THE CORPORATION’S CHARTER, (I) NO PERSON, OTHER THAN AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT
SHALL BE APPLICABLE), MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN EXCESS OF THE AGGREGATE STOCK OWNERSHIP
LIMIT, AND NO PERSON, OTHER THAN AN EXCEPTED HOLDER, MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF COMMON STOCK IN EXCESS
OF THE COMMON STOCK OWNERSHIP LIMIT; (II) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK THAT WOULD
RESULT IN THE CORPORATION BEING “CLOSELY HELD” UNDER SECTION 856(H) OF THE CODE (WITHOUT REGARD TO WHETHER THE OWNERSHIP
INTEREST IS HELD DURING THE LAST HALF OF A TAXABLE YEAR), OR OTHERWISE FAILING TO QUALIFY AS A REIT; (III) NO PERSON MAY TRANSFER
SHARES OF CAPITAL STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS;
(IV) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK THAT WOULD CAUSE THE CORPORATION TO BENEFICIALLY
OWN OR CONSTRUCTIVELY OWN 10.0% OR MORE OF THE OWNERSHIP INTERESTS IN A TENANT OF THE CORPORATION’S REAL PROPERTY WITHIN
THE MEANING OF SECTION 856(D)(2)(B) OF THE CODE; AND (V) NO PERSON MAY BENEFICIALLY OWN OR CONSTRUCTIVELY OWN SHARES OF CAPITAL
STOCK THAT WOULD OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT, INCLUDING, BUT NOT LIMITED TO, AS A RESULT OF ANY
INDEPENDENT CONTRACTOR OF THE CORPORATION TO NOT BE TREATED AS SUCH UNDER SECTION 856(D)(3) OF THE CODE.”


 






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9.2.         Unlegended
Book-Entry Positions. The Purchaser may request that the Company remove, and the Company agrees to authorize the removal of,
the unregistered stock legend from the book-entry position evidencing the Shares, (a) following any sale of such Shares pursuant
to Rule 144, (b) if such Shares are eligible for sale under Rule 144(b)(1), or (c) following the time a legend is no longer required
with respect to such Shares. For clarification, notwithstanding anything to the contrary in this Agreement, no Shares may be purchased
or sold or otherwise transferred in violation of terms and provisions of Article VII of the Charter (or any successor provisions
thereof).


 


9.3          Preemptive
Rights.


 


(a)          
Subject to applicable securities laws and the provisions of this Section 9.3, until the earliest of (i) the Initial Public
Offering or (ii) November 4, 2022, if and whenever the Company shall offer, issue or sell shares of Parity Stock or Senior Stock,
or any rights, options or warrants to purchase any such Parity Stock or Senior Stock or notes or other securities of any type whatsoever
convertible into or exchangeable for any such Parity Stock or Senior Stock (other than as a dividend or other distribution on the
Series A Preferred Stock or other Preferred Stock, Common Stock or other capital stock of the Company or unless otherwise consented
to or waived by the Majority Purchasers) (the “New Securities”), each holder of Series A Preferred Stock shall
be entitled to purchase a portion of the New Securities as hereinafter provided before the Company may issue the New Securities
to any other Persons (“Preemptive Rights”). Each holder of Series A Preferred Stock shall be entitled to purchase
up to that number of the New Securities with an aggregate offering or purchase price (or, if applicable, stated value or liquidation
preference) equal to the aggregate liquidation preference (as may be adjusted for stock splits, recapitalizations, combinations,
reclassifications and similar events which affect the Series A Preferred Stock) of all shares of the Series A Preferred Stock then
held by the Purchaser. If any offering of the New Securities is for an aggregate offering or purchase price (or, if applicable,
stated value or liquidation preference) in an amount less than the then-applicable aggregate liquidation preference of the outstanding
shares of Series A Preferred Stock, then the Preemptive Rights of the Purchaser to subscribe for and purchase any New Securities
shall be allocated pro rata based upon the ratio that the aggregate liquidation preference (as may be adjusted for stock splits,
recapitalizations, combinations, reclassifications and similar events which affect the Series A Preferred Stock) of all shares
of the Series A Preferred Stock then held by the Purchaser bears to the aggregate liquidation preference (as may be adjusted for
stock splits, recapitalizations, combinations, reclassifications and similar events which affect the Series A Preferred Stock)
of all shares of the Series A Preferred Stock then outstanding. The per share liquidation preference initially stated in the Charter
for the Series A Preferred Stock is $1,000.00. For illustrative purposes only, if a Purchaser holds five (5) shares of Series A
Preferred Stock at the time of an offering of the New Securities and no adjustments have been made to the liquidation preference
of the Series A Preferred Stock since the date of the Closing, then such Purchaser would be entitled to purchase the New Securities
with an aggregate offering or purchase price (or, if applicable, stated value or liquidation preference) of $5,000.00.


 


(b)           Notwithstanding
anything to the contrary herein, no holder of Series A Preferred Stock shall have Preemptive Rights with respect to the following:


 


(i)            any
issuance or sale from time to time of capital stock of the Company resulting from the exercise, conversion or exchange of any rights,
options, warrants, convertible notes or other securities with respect to which the Purchaser received Preemptive Rights;


 


(ii)           the
issuance or sale from time to time of any capital stock of the Company or of any rights, options or other securities or other awards
under any benefit plan of the Company or to any officers, directors or employees of the Company or other eligible participants
under any stock option plan, stock incentive plan or other employee benefit plan of the Company, including the hiring thereof,
for compensation purposes and the shares of capital stock of the Company issuable upon the exercise, conversion or exchange thereof;


 






    11


     


    

 


(iii)           any
issuance from time to time of capital stock of the Company or any rights, options or warrants to purchase any shares of capital
stock of the Company or notes or other securities of any type whatsoever convertible into or exchangeable for capital stock of
the Company pursuant to stock splits, stock dividends, recapitalizations, combinations, reclassifications or other distributions
on any Preferred Stock, the Common Stock or other capital stock of the Company;


 


(iv)          any
issuance or sale of capital stock of the Company or any rights, options or warrants to purchase any shares of capital stock of
the Company or notes or other securities of any type whatsoever convertible into or exchangeable for capital stock of the Company
as consideration in whole or in part for, or to a strategic partner (not affiliated with the Company or KBS Strategic Opportunity
REIT, Inc.) in connection with, one or more strategic acquisitions, alliances, joint ventures or similar arrangements approved
by the Board of Directors;


 


(v)           the
issuance of up to $200,000 in the aggregate (as determined based upon the aggregate offering price), of Series A Preferred Stock
(or shares of other Preferred Stock that constitute Parity Stock or Senior Stock) in order to qualify as or preserve the qualification
of the Company as a real estate investment trust for federal and/or state income tax purposes or to comply with any applicable
listing or continued listing requirements of any national securities exchange or automated quotation system;


 


(vi)          any
issuance or sale of capital stock of the Company or any rights, options or warrants to purchase any shares of capital stock of
the Company or notes or other securities of any type whatsoever convertible into or exchangeable for capital stock of the Company
to the extent that the exercise of Preemptive Rights in connection with such issuance would result in the violation of any of the
restrictions or limitations on ownership under Article VII (or any successor provision thereof) of the articles of incorporation
of the Company (as may be amended, supplemented or modified from time to time, the “Charter”); or


 


(vii)         the
issuance of any New Securities pursuant to a registration statement filed under the Securities Act.


 


(c)            The
Preemptive Rights shall entitle the holders of Series A Preferred Stock to purchase the New Securities at the same price and on
the same terms at which the New Securities are proposed to be offered by the Company, without deduction for the Company’s
expenses for such offering, including, without limitation, the fees, costs, expenses or compensation of any placement agent, underwriter
or any other accounting, legal or other advisors. In the case of an issuance of any New Securities for consideration part or all
of which shall be other than cash, the amount of such consideration shall be the fair market value of such non-cash consideration
as reasonably determined in good faith by the Board of Directors.


 


(d)           At
least thirty (30) days prior to any offering, issuance or sale of any New Securities subject to the Preemptive Rights of the holders
of Series A Preferred Stock, the Company shall give to each such holder written notice (the “Offering Notice”)
of such offering or issuance and their Preemptive Rights with respect thereto, specifying the terms on which the holders of Series
A Preferred Stock may participate in any such offering or issuance of the New Securities. The Offering Notice shall specify (i)
the class and terms of the New Securities to be offered or issued, (ii) the number of shares of such class of the New Securities
to be offered or issued, (iii) the price at which such New Securities are proposed to be offered or issued and (iv) the other material
terms and conditions of the offering or issuance, including, without limitation, the proposed closing date, and shall include all
material documents proposed to be entered into in connection with such offering, issuance or sale. The holders of Series A Preferred
Stock may exercise their Preemptive Rights by delivering written notice of exercise to the Company within ten (10) days after receipt
of the Offering Notice, which notice of exercise must set forth in reasonable detail such information as the Company may request
in the Offering Notice in order for the Company to determine the whether the Company may maintain its status as a real estate investment
trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended or any successor provisions thereto and to
comply with the requirements of any taxing authority or governmental authority or to determine such compliance and to ensure compliance
with the applicable restrictions or limitations on ownership under Article VII of the Charter (or any successor provision thereto).


 


9.4           Loan
to Value Ratio. Until the earliest of (a) the Initial Public Offering or (b) November 4, 2022 (unless otherwise consented to
or waived by the Majority Purchasers), the Company shall maintain a Loan to Value Ratio of the Company not greater than eighty-five
percent (85%).


 






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9.5           Series
A Director.


 


(a)            If
the Maximum Offering Amount is subscribed for and raised in the Offering pursuant to the Purchase Agreements, then from and after
the Closing, subject to the terms and conditions set forth in this Section 9.5, the holders of Series A Preferred Stock,
acting as a separate class, shall have the right to nominate one (1) individual with the qualifications specified in this Section
9.5 for election to the Board of Directors (the “Series A Director”), such nomination subject to review
and consent of the Board of Directors or a designated committee thereof (such consent not to be unreasonably withheld, conditioned
or delayed); provided, however, that the right of the Majority Purchasers to nominate the Series A Director pursuant
to this Section 9.5 shall terminate upon the earlier to occur of (i) the redemption or conversion to Common Stock of fifty-percent
(50%) or more of the total number of shares of Series A Preferred Stock issued and outstanding immediately after the Closing, (ii)
such time as the aggregate liquidation preference of all then-outstanding shares of Series A Preferred Stock represents less than
seven and one-half percent (7.5%) of the total value of all of the Company’s equity securities then issued and outstanding,
or (iii) November 4, 2021. The Series A Director shall be nominated (i) by the holders of record of shares of Series A Preferred
Stock comprising the Majority Purchasers as of the date of the giving of the Series A Director Notice (as defined below) and (ii)
in accordance with the Series A Director Notice procedures set forth in this Section 9.5.


 


(b)            Any
notice of nomination of the Series A Director pursuant to Section 9.5(a) (each, a “Series A Director Notice”)
must be delivered to or mailed and received by the Company at the principal executive offices of the Company as follows: (i) with
respect to the initial nomination of the Series A Director, on or promptly (and in any event not later than five (5) business days)
following the Closing; (ii) at any time that the Common Stock is not registered under Section 12 of the Exchange Act, not later
than the close of business on a day that is at least twenty (20) calendar prior to the date of the applicable annual or special
meeting of stockholders called for the purpose of electing directors; provided, however, that if notice of the date
of such meeting is first sent or otherwise given by the Company less than thirty (30) days prior to the date of such meeting, the
Series A Director Notice must be delivered to or mailed and received by the Company not later than the tenth (10th)
calendar day following the day on which such notice was first sent or otherwise given by the Company; or (iii) at any time that
the Common Stock is registered under Section 12 of the Exchange Act, at such time as set forth in the applicable provisions of
the Company’s bylaws (as then in effect) governing stockholder nominations of candidates for election as directors at the
applicable meeting of stockholders called for the purpose of electing directors. Each Series A Director Notice must be in writing,
executed by the requisite stockholders comprising the Majority Purchasers on the date of the giving of the Series A Director Notice,
and (A) at any time that the Common Stock is registered under Section 12 of the Exchange Act, must set forth or otherwise include
all information and documents required under the applicable provisions of the Company’s bylaws (as then in effect) governing
stockholder nominations of candidates for election as directors, and (B) to the extent not otherwise required by clause (A) above
and whether or not the Common Stock is registered under Section 12 of the Exchange Act, must set forth or otherwise include, as
to the individual proposed to be nominated for election as the Series A Director, all information and documents that would be required
to be disclosed in connection with solicitations of proxies for election of the proposed Series A Director as a director in an
election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation,
in each case, pursuant to Regulation 14A of the Exchange Act and the rules and regulations promulgated thereunder. Each Series
A Director Notice must be accompanied by a written consent of the proposed Series A Director to be named as a nominee and to serve
as a director if elected.


 


(c)           To
be eligible to be a nominee for election or reelection as a Series A Director, the proposed Series A Director must deliver (in
accordance with any applicable time periods prescribed for delivery of a Series A Director Notice under Section 9.5(b))
to the Company at the principal executive offices of the Company a completed written questionnaire (which questionnaire shall be
provided by the Company upon written request) which accurately and completely provides such information with respect to the background
and qualifications of the proposed Series A Director as specified in such questionnaire.  If requested by the Company, the
proposed Series A Director must also provide (in accordance with any applicable time periods prescribed for delivery of notice
of nominations under this Section 9.5) a written representation and agreement, in the form provided by the Company, that
such proposed nominee: (i) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has
not given any commitment or assurance to, any Person as to how such proposed Series A Director, if elected as the Series A Director,
will act or vote on any issue or question (a “Voting Commitment”) that has not been fully disclosed to the Company
or (B) any Voting Commitment that could limit or interfere with such proposed Series A Director’s ability to comply, if elected
as the Series A Director, with such proposed Series A Director’s fiduciary duties under applicable law, (ii) is not and will
not become party to any agreement, arrangement or understanding with any Person other than the Company with respect to any direct
or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Company that
has not been fully disclosed to the Company in writing, (iii) at any time that the Board of Directors is required under applicable
stock exchange rules and regulations to consist of a majority of independent directors, is and will continue to be an independent
director under applicable laws of the State of Maryland and such applicable stock exchange rules and regulations, and (iv) if elected
as a director of the Company, will comply with all applicable corporate governance, conflict of interest, confidentiality and stock
ownership and trading policies and guidelines of the Company.


 






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(d)           Upon
compliance by the relevant stockholders with the provisions of this Section 9.5, including the Series A Director Notice,
the Company shall take (or cause to be taken) all necessary action to cause the Series A Director to be appointed to the Board
of Directors promptly following the Closing and thereafter to be elected at any annual or special meeting of the stockholders of
the Company called for the purpose of electing directors, in each case subject to the review and consent requirements of Section
9.5(a). In the event that the Series A Director resigns, is removed or is otherwise unable or unwilling to serve as a director,
the holders of record of shares of Series A Preferred Stock constituting the Majority Purchasers shall have the sole right to nominate
a successor Series A Director in accordance with the procedures and requirements of this Section 9.5.


 


(e)           Notwithstanding
anything to the contrary herein, in the Charter or any other governing document of the Company, the Series A Director shall not
be entitled to any compensation in connection with his or her service or action as a director of the Company, except with respect
to reimbursement of reasonable expenses actually incurred by the Series A Director in the course of the performance of his or her
duties and obligations as a director of the Company; provided that such expenses are incurred in accordance with all applicable
Company policies and guidelines relating to expenses.


 


10.           Definitions.
Unless the context otherwise requires, the terms defined in this Section 10 shall have the meanings specified for all purposes
of this Agreement. All accounting terms used in this Agreement, whether or not defined in this Section 10, shall be construed
in accordance with GAAP. If the Company has one or more Subsidiaries, such accounting terms shall be determined on a consolidated
basis for the Company and each of its Subsidiaries, and the financial statements and other financial information to be furnished
by the Company pursuant to this Agreement shall be consolidated and presented with consolidating financial statements of the Company
and each of its Subsidiaries.


 


“8-K Filing”
has the meaning assigned to it in Section 6.2(a) of this Agreement.


 


“Affiliate”
has the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.


 


“Agreement”
has the meaning assigned to it in the Preamble of this Agreement.


 


“Allocation
Instruction” has the meaning assigned to it in Section 2 of this Agreement.


 


“Anti-Money
Laundering Laws” has the meaning assigned to it in Section 5.12(a)(iii) of this Agreement.


 


“Articles
Supplementary” has the meaning assigned to it in Section 1 of this Agreement.


 


“Balance Sheet
Date” means the last day of the Company’s most recent fiscal quarter for which the Company has filed audited annual
or interim financial statements pursuant to the Exchange Act.


 


“Board of
Directors” has the meaning assigned to it in Section 4.5 of this Agreement.


 


“Business
Day” means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York are
authorized or required by applicable law to be closed for business.


 


“Charter”
has the meaning assigned to it in Section 9.3(b)(vi) of this Agreement.


 


“Charter Documents”
has the meaning assigned to it in Section 4.7 of this Agreement.


 


“Closing”
has the meaning assigned to it in Section 3 of this Agreement.


 


“Closing Date”
has the meaning assigned to it in Section 3 of this Agreement.


 


“Commission”
has the meaning assigned to it in the Recitals to this Agreement.


 


“Common Stock”
has the meaning assigned to it in Section 1 of this Agreement.


 


“Company”
has the meaning assigned to it in the Preamble of this Agreement.


 






    14


     


    

 


“Conversion
Shares” has the meaning assigned to it in Section 1 of this Agreement.


 


“Disqualification
Events” has the meaning assigned to it in Section 5.11 of this Agreement.


 


“Escrow Agent”
has the meaning assigned to it in the Recitals to this Agreement.


 


“Escrow Account”
has the meaning assigned to it in the Recitals to this Agreement.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“GAAP”
means U.S. generally accepted accounting principles consistently applied.


 


“Governmental
Entity” means any national, federal, state, municipal, local, territorial, foreign or other government or any department,
commission, board, bureau, agency, regulatory authority, self-regulatory organization or instrumentality thereof, or any court,
judicial, administrative or arbitral body or public or private tribunal.


 


“Indebtedness”
means (a) any indebtedness of the Company, whether or not contingent, for borrowed money (whether by loan or the issuance and sale
of debt securities evidenced by notes, debentures or similar instruments and including, reimbursement and all other obligations
with respect to surety bonds, letters of credit and bankers’ acceptances, whether or not matured), (b) any obligations of
the Company evidenced by notes, bonds, debentures or other similar instruments, (c) any obligations, contingent or otherwise, of
the Company under bankers’ acceptances, letters of credit or similar facilities that have been drawn, and (d) any guarantees
made by the Company of any of the foregoing of its Subsidiaries.


 


“Initial Public
Offering” means the consummation of the sale of shares of Common Stock in a firm commitment underwritten public offering
in which the Common Stock is initially listed or admitted for trading on a national securities exchange.


 


“Knowledge”
means the actual knowledge of any executive officer or director of the Company.


 


“Legal Proceeding”
means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation,
citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at
law or in equity.


 


“Lien”
means any mortgage, pledge, charge, security interest or other similar encumbrance upon or in any property or assets (including
accounts and contract rights) other than restrictions pursuant to any applicable state or federal securities laws.


 


“Loan to Value
Ratio” means, as of any date, the ratio of (a) the aggregate principal amount of all Indebtedness of the Company and
its Subsidiaries on such date, plus the aggregate liquidation preference of all then-outstanding shares of Series A Preferred
Stock, Parity Stock and Senior Stock, to (b) the net asset value of the Company and its Subsidiaries as reasonably determined by,
and calculated through procedures approved by, the Board of Directors.


 


“Majority
Purchasers” means the holders of shares of Series A Preferred Stock that hold in the aggregate a majority of the votes
entitled to be cast by the holders of shares of Series A Preferred Stock issued and outstanding at the time any such vote, consent
or waiver is required under this Agreement.


 


“Material
Adverse Effect” means any change, effect, event, circumstance, occurrence, state of facts or development that, individually
or in the aggregate with other changes, effects, events, circumstances, occurrences, states of facts or developments taken as a
whole, has had or is or would reasonably be expected to be materially adverse (a) to the business, assets, liabilities, financial
condition or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) the ability of the Company and
its Subsidiaries to timely consummate the transactions contemplated by this Agreement on or prior to the Termination Date; provided,
however, that, solely with respect to clause (a), no change, effect, event, circumstance, occurrence or development, individually
or in the aggregate, arising from or related to the following shall, individually or in the aggregate, constitute a Material Adverse
Effect or be taken into account, individually or in the aggregate, in determining whether a Material Adverse Effect has occurred,
is occurring or is or would reasonably be expected to occur: (i) conditions affecting the U.S. economy, or any other national or
regional economy of the U.S. economy, (ii) political conditions (or changes in such conditions), acts of war, sabotage or terrorism,
natural disasters, epidemics or pandemics (including any escalation or general worsening of any of the foregoing) in the United
States, (iii) changes in the financial, credit, banking or securities markets in the United States (including any disruption thereof
and any decline in the price of any security or any market index), (iv) changes required by GAAP or other accounting standards
(or interpretations thereof), (v) changes in any applicable laws or other binding directives issued by any Governmental Entity
(or interpretations thereof), (vi) changes that are generally applicable to the residential real estate industry in which the Company
and its Subsidiaries operate, (vii) any failure by the Company to meet any internal or published projections, forecasts or revenue
or earnings predictions for any period ending on or after the date of this Agreement or any decline in the market price or trading
volume of the Shares (provided that the underlying causes of any such failure or decline may be considered in determining whether
a Material Adverse Effect has occurred), (viii) the negotiation, execution or delivery of this Agreement, the performance by the
Company of its obligations hereunder, or the public announcement (including as to the identity of the parties) or pendency of the
Merger or the other related transactions, including any litigation arising out of or relating to the this Agreement or any of the
transactions contemplated hereby (provided that this clause (viii) shall not apply to any representation or warranty to the extent
the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby or to address the consequences of litigation), (ix) the termination
of employment of or by any of the Company’s officers or other employees after the public announcement of this Agreement,
(x) any action or omitted action taken at the written direction of the Purchaser, or (xi) any breach, violation or non-performance
solely by the Purchaser of any of its obligations under this Agreement, provided, that the changes, effects, events, circumstances,
occurrences and developments described in clause (i), (ii), (iii), (iv), (v) or (vi) above shall not be excluded if (and only to
the extent that) they disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to other companies
in the residential real estate industry that own similar assets in such jurisdiction in which the Company and its Subsidiaries
operate.


 






    15


     


    

 


“Material
Contract” means all written and oral contracts, agreements, deeds, mortgages, leases, subleases, licenses, instruments,
notes, commitments, commissions, undertakings, arrangements and understandings (i) material to the Company or any Subsidiary which
by their terms provides for consideration in excess of $100,000 annually or $250,000 in the aggregate, or (ii) the breach of which
by the Company or any Subsidiary would reasonably be expected to have a Material Adverse Effect.


 


“Maximum Offering
Amount” has the meaning assigned to it in the Recitals to this Agreement.


 


“Merger”
has the meaning assigned to it in Section 3 of this Agreement.


 


“Merger Agreement”
means that certain Agreement and Plan of Merger, dated as of August 30, 2019, by and among the Company, SOR PORT Holdings, LLC,
a Maryland limited liability company, SOR PORT, LLC, a Maryland limited liability company (“Merger Sub”), as
amended.


 


“Merger Consideration”
has the meaning assigned to it in the Merger Agreement.


 


“Minimum Offering
Amount” has the meaning assigned to it in the Recitals to this Agreement.


 


“Nasdaq”
has the meaning assigned to it in Section 4.7 of this Agreement.


 


“New Securities”
has the meaning assigned to it in Section 9.3(a) of this Agreement.


 


“Non-U.S.
Person” has the meaning assigned to it in Section 5.13 of this Agreement.


 


“OFAC”
has the meaning assigned to it in Section 5.12(a)(iii) of this Agreement.


 


“Offering”
means the offering and sale of Series A Preferred Stock by the Company to the Purchasers pursuant to the Purchase Agreements.


 


“Offering
Notice” has the meaning assigned to it in Section 9.3(c) of this Agreement.


 


“Parent”
has the meaning assigned to it in the Recitals to this Agreement.


 


“Parity Stock”
means any class or series of shares of capital stock of the Company ranking on a parity with the Series A Preferred Stock, as to
the payment of dividends and as to distribution of assets upon liquidation, dissolution or winding up, whether or not the dividend
rates, dividend payment dates or redemption or liquidation prices per Share thereof be different from those of the Series A Preferred
Stock, if the holders of such class or series and the Series A Preferred Stock shall be entitled to the receipt of dividends and
of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid
dividends per Share or liquidation preferences, without preference or priority one over the other.


 






    16


     


    

 


“Per Share
Purchase Price” has the meaning assigned to it in Section 2 of this Agreement.


 


“Person”
means and includes any natural person, corporation, business trust, association, company, partnership, joint venture, limited liability
company and other entity and government and agency and political subdivision.


 


“Preemptive
Rights” has the meaning assigned to it in Section 9.3(a) of this Agreement.


 


“Preferred Stock”
has the meaning assigned to it in Section 4.2(a) of this Agreement.


 


“Purchase
Agreements” has the meaning assigned to it in the Recitals to this Agreement.


 


“Purchaser”
has the meaning assigned to it in the Preamble of this Agreement and shall include any Affiliates of the Purchaser.


 


“Purchaser
Representative” has the meaning assigned to it in the Preamble to this Agreement.


 


“Purchasers”
means, collectively, the Purchasers under this Agreement and the other Purchase Agreements.


 


“Questionnaire”
has the meaning assigned to it in Section 5.6 of this Agreement.


 


“Regulation
D” has the meaning assigned to it in the Recitals to this Agreement.


 


“SDAT” has
the meaning assigned to it in Section 1 of this Agreement.


 


“Securities Act”
has the meaning assigned to it in the Recitals to this Agreement.


 


“Senior Stock”
means any class or series of shares of capital stock of the Company ranking senior to the Series A Preferred Stock, as to the payment
of dividends and as to distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series
shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case
may be, in preference or priority to the holders of the Series A Preferred Stock.


 


“Series A Director”
has the meaning assigned to it in Section 9.5(a) of this Agreement.


 


“Series A Director Notice”
has the meaning assigned to it in Section 9.5(b) of this Agreement.


 


“Series A Preferred
Stock” has the meaning assigned to it in the Recitals to this Agreement.


 


“SFPF” has
the meaning assigned to it in Section 5.12(a)(v) of this Agreement.


 


“Shares” has
the meaning assigned to it in Section 1 of this Agreement.


 


“Subsidiary”
means any corporation, association trust, limited liability company, partnership, joint venture or other business association or
entity (i) at least 50% of the outstanding voting securities of which are at the time owned or controlled directly or indirectly
by the Company or (ii) with respect to which the Company possesses, directly or indirectly, the power to direct or cause the direction
of the affairs or management of such Person.


 


“Termination
Date” has the meaning assigned to it in Section 8.1(b) of this Agreement.


 


“Total Purchase
Price” has the meaning assigned to it in Section 2 of this Agreement.


 


“Transaction
Documents” means this Agreement and all exhibits and schedules thereto and hereto and any other documents or agreements
executed in connection with the transactions contemplated hereunder.


 


“United States”
has the meaning assigned to it in Section 5.13 of this Agreement.


 






    17


     


    

 


“Voting Commitment”
has the meaning assigned to it in Section 9.5(c) of this Agreement.


 


11.          Enforcement.


 


11.1.        Cumulative
Remedies. None of the rights, powers or remedies conferred upon the Purchaser on the one hand or the Company on the other hand
shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to every other right, power
or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


11.2.        No
Implied Waiver. Except as expressly provided in this Agreement, no course of dealing between the Company and the Purchaser
or any other holder of shares of the Company’s capital stock and no delay in exercising any such right, power or remedy conferred
hereby or now or hereafter existing at law in equity, by statute or otherwise, shall operate as a waiver of, or otherwise prejudice,
any such right, power or remedy.


 


11.3.        Representations
and Warranties. The representations and warranties of the Company and the Purchaser contained in or made pursuant to this Agreement
shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation
or knowledge of the subject matter thereof made by or on behalf of the Purchaser or the Company.


 


12.         Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
which shall be publicly disclosed by the Company in any press release to be issued, or 8-K Filing to be filed, pursuant to Section
6.2 herein, the Company covenants and agrees that it and its Subsidiaries shall use reasonable best efforts to ensure that
it does not provide the Purchaser or its agents or counsel with any information the Company believes constitutes material non-public
information without the prior express permission of the Purchaser after being informed by the Company of such belief and of the
general nature of the information. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenant
in effecting transactions in securities of the Company.


 


13.          Miscellaneous.


 


13.1.        Waivers
and Amendments. Upon the approval of the Company and the written consent of the Majority Purchasers, the obligations of the
Company and the rights of the Purchaser under this Agreement may be waived (either generally or in a particular instance, either
retroactively or prospectively and either for a specified period of time or indefinitely). Neither this Agreement, nor any provision
hereof, maybe changed, waived, discharged or terminated orally or by course of dealing, but only by an instrument in writing executed
by the Company and the Majority Purchasers.


 


13.2.        Notices.
All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered
(a) when delivered, if delivered personally; (b) four Business Days after being sent by registered or certified mail, return receipt
requested, postage prepaid; (c) one Business Day after being sent via a reputable nationwide overnight courier service guaranteeing
next business day delivery; or (d) when receipt is acknowledged, in the case of facsimile or email, in each case to the intended
recipient as set forth below:


 


If to the Company:


 


Pacific Oak Residential
Trust, Inc.


c/o Pacific Oak
Capital Advisors LLC


3200 Park Center
Drive, #600


Costa Mesa, CA
92626


Attention: T.
Jeremiah Healey, Michael Gough, and Michael Bender


Email: Jeremy.Healey@batterypoint.com


Email: Michael.Gough@batterypoint.com


Email: Mbender@pac-oak.com


 


with a copy to (which shall not
constitute notice):


 


DLA Piper LLP (US)

4141 Parklake Avenue, Suite 300

Raleigh, NC 27612-2350

Attention: Robert Bergdolt and Penny J. Minna

Email: Rob.Bergdolt@us.dlapiper.com

Email: Penny.Minna@us.dlapiper.com


 






    18


     


    

 


If to the Purchaser:


 


As set forth on the signature page
hereto


 


If to the Purchaser Representative:


 


Xiaofan Bai


Allied Fortune Management Limited


3/F, 169 Yuanmingyuan Road


Shanghai, People’s Republic
of China

Attention: baixiaofan@alliedfortune.com


 


or at such other address as the Company,
the Purchaser or the Purchaser Representative may specify by written notice to the other parties hereto in accordance with this
Section 13.2.


 


13.3.        No
Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof
nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided
by law.


 


13.4.        Successors
and Assigns. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective parties hereto, the successors and permitted assigns of the Purchaser and the successors of the Company, whether
so expressed or not. None of the parties hereto may assign its rights or obligations hereof without the prior written consent of
the Company, except that the Purchaser may, without the prior consent of the Company, assign its rights to purchase the Shares
hereunder to any of its Affiliates (provided such Affiliate agrees in writing to be bound by the terms of this Agreement and makes
the same representations and warranties set forth in Section 5 hereof). This Agreement shall not inure to the benefit of
or be enforceable by any other Person.


 


13.5.        Headings.
The headings of the Sections and paragraphs of this Agreement have been inserted for convenience of reference only and do not constitute
a part of this Agreement.


 


13.6.        Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Maryland without
regard to its conflict of law principles.


 


13.7.        Jurisdiction.
Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with,
this Agreement or the transactions contemplated hereby shall be brought in the Circuit Court for Baltimore City, Maryland, or,
if that court does not have jurisdiction, the U.S. District Court for the District of Maryland, Baltimore Division, and each of
the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such
suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding
which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may
be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the
foregoing, each party agrees that service of process on such party as provided in Section 13.2 shall be deemed effective
service of process on such party.


 


13.8.        Counterparts;
Effectiveness. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts,
with the same effect as if all parties had signed the same document. All such counterparts (including counterparts delivered by
facsimile or other electronic format) shall be deemed an original, shall be construed together and shall constitute one and the
same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by
all of the other parties hereto.


 


13.9.        Entire
Agreement. This Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof
and thereof and, except as set forth below, such agreements supersede and replace all other prior agreements, written or oral,
among the parties hereto with respect to the subject matter hereof and thereof. Notwithstanding the foregoing, this Agreement shall
not supersede any confidentiality or other non-disclosure agreements that may be in place between the Company and the Purchaser.


 






    19


     


    

 


13.10.     Severability.
If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or unenforceable, the parties
hereby waive such provision to the extent that it is found to be invalid or unenforceable. Such provision shall, to the maximum
extent allowable by law, be modified by such court so that it becomes enforceable, and, as modified, shall be enforced as any other
provision hereof, all the other provisions hereof continuing in full force and effect.


 


13.11.      Purchaser
Representative.


 


(a)            By
executing this Agreement, the Purchaser hereby constitutes and appoints the Purchaser Representative as representative, agent and
attorney in fact for and on behalf of the Purchaser in connection with the Offering. Without limiting the generality of the foregoing,
the Purchaser Representative shall have full power and authority, on behalf of the Purchaser and his, her or its successors and
assigns, to (a) interpret the terms and provisions of this Agreement and the documents to be executed and delivered by the Purchaser
in connection with the Escrow Agreement, (b) execute and deliver and receive deliveries of all agreements, instructions, certificates,
statements, notices, approvals, extensions, waivers, undertakings, amendments, and other documents required or permitted to be
given in connection with the consummation of the transactions contemplated by the Escrow Agreement, (c) receive service of process
in connection with any claims under the Escrow Agreement, (d) agree to, negotiate, enter into settlements and compromises of, assume
the defense of claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims,
and to take all actions necessary or appropriate in the judgment of the Purchaser Representative for the accomplishment of the
foregoing, (e) give and receive notices, and communications under the Escrow Agreement, (f) distribute the Escrow Property and
any earnings and proceeds thereon, and (g) take all actions necessary or appropriate in the judgment of the Purchaser Representative
on behalf of the Purchaser in connection with this Agreement and the Escrow Agreement.


 


(b)            The
Purchaser Representative will incur no liability of any kind with respect to any act done or omitted by the Purchaser Representative
acting in good faith in its capacity as the Purchaser Representative hereunder, and any act taken or omitted to be taken pursuant
to the advice of counsel will be conclusive evidence of such good faith. The Purchaser, jointly and severally with all other Purchasers,
shall (i) indemnify, defend and hold harmless the Purchaser Representative from and against any and all losses, claims, damages,
penalties, judgments, fines, actions, awards and other liabilities (whether direct, joint and several or otherwise) as and when
incurred by the Purchaser Representative and (ii) fully reimburse the Purchaser Representative for any and all reasonable, out-of-pocket
fees, costs, expenses and disbursements (in all such cases, whether legal or otherwise) as and when actually incurred by the Purchaser
Representative, in each case, arising out of or in connection with any act done or omitted by the Purchaser Representative acting
in good faith in its capacity as the Purchaser Representative hereunder. The foregoing indemnities will survive the Closing and
the termination of this Agreement.


 


(Signature Page Follows)


 






    20


     


    




 



 


IN WITNESS WHEREOF,
the Purchaser hereto has caused this Series A Preferred Stock Purchase Agreement to be duly executed as of the day and year below
written.


 


	PURCHASER:	 
	Purchaser Name:	 
	 	(please print or type)
	 	 
	Signature:	 
	 	 
	 	 
	Name and Title/Capacity (if entity):	 
	 	(please print or type)
	 	 
	Date:	 
	 	 
	 	 
	Co-Owner Name (if applicable)	 
	 	(please print or type)
	 	 
	Co-Owner Signature (if applicable):	 
	 	 
	 	 
	Date:	 
	 	 
	No. of Shares of Series A Preferred Stock to be Purchased:	 
	 	 
	Total Purchase Price (cash):	$


	 
	Name in which Shares of Series A Preferred Stock are to be registered (if different than above): 
	 
	 
	If an entity, the name and title of one or more other authorized officers or other representatives for the Purchaser:
	 
	 




 


If an individual Purchaser, please indicate the form of ownership
desired for the Shares of Series A Preferred Stock:


 


___ Individual ___ Joint Tenants with Right of Survivorship
___Tenants in Common ___ Qualified Trust


 


	___Custodian for:	 
	 	 
	Country or State of Residence:	 
	 	 
	Address:	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Phone Number:	 
	 	 
	E-Mail Address:	 
	 	 
	SSN or Tax ID No.:	



 


 


(continued
on next page)


 








(Purchaser Signature Page to Series A
Preferred Stock Purchase Agreement)




 






    


     


    

 


	Payment by:  ̈ Wire Transfer	 	 ̈ Certified or Cashier’s Check	 	 ̈ Allocation of Merger Consideration
	 	 	 	 	 
	 	 	 	 	$______________________________
	 	 	 	 	                 (allocated amount)




 





INSTRUCTIONS:


 


This page must be completed and returned in accordance with
the instructions below.


 


	(1)	Please check the appropriate box above to indicate the form of payment for the shares of Series A Preferred Stock that you
have agreed to purchase in the Offering. If only a portion of the Total Purchase Price will be paid by allocation of your Merger
Consideration, please indicate the manner of payment for the balance.



 


	(2)	If paying by wire transfer, please use the following wire instructions:



 


	ABA Routing Number:	 	122016066
	SWIFT Code:	 	CINAUS6L
	Bank Name:	 	City National Bank
	Bank Address:	 	4275 Executive Sq., #101, La Jolla, CA 92037
	Name on Bank Account:	 	Reven Housing REIT, Inc.
	Account Number (DDA):	 	#027-432-956
	Account Address:	 	875 Prospect St., Suite 304, La Jolla, CA 92037




 


	(3)	If paying by certified or cashier’s check, please make your check payable to:



 


Pacific Oak Residential Trust, Inc.


 


	(4)	If allocating all or any portion of your Merger Consideration towards payment for the shares of Series A Preferred Stock, please
specify the allocated amount on the line below the applicable box above.



 


ACKNOWLEDGMENTS:


 


The Purchaser hereby acknowledges and agrees that if the Purchaser
has allocated all or any portion of the Merger Consideration towards payment for the shares of Series A Preferred Stock purchased
by the Purchaser in the Offering, then the total amount of Merger Consideration payable to the Purchaser pursuant to the Merger
Agreement will be reduced by the allocated amount. The Purchaser hereby directs that such allocated amount be deposited in the
Escrow Account with the Escrow Agent. The Purchaser acknowledges and agrees that (i) if the Offering is consummated, the allocated
amount will be released to the Company as payment for the shares of Series A Preferred Stock purchased by the Purchaser in the
Offering, and (ii) if the Offering is not consummated for any reason and this Agreement has been terminated in accordance with
its terms, the allocated amount will be released to the Paying Agent for distribution to the Purchaser in accordance with the terms
of the Merger Agreement.


 


The Purchaser hereby further acknowledges and agrees that if
the Purchaser requests that any amounts released to the Paying Agent for distribution to the Purchaser (as described above) be
paid to the Purchaser by means of a wire transfer, such amounts will be reduced by a wire transfer fee equal to approximately $150
per wire.


 








(Purchaser Signature Page to Series A
Preferred Stock Purchase Agreement)




 











    


     


    

 


IN WITNESS WHEREOF,
the Company has caused this Series A Preferred Stock Purchase Agreement to be duly executed and accepted as of the day and year
below written.


 


 


COMPANY:


 


PACIFIC OAK RESIDENTIAL TRUST, INC.


 


 


	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 




 


 


Executed and Accepted as of this ___ day of _________________,
2019 for ________________ Shares of Series A Preferred Stock.


 





(Company Signature Page to Series A Preferred
Stock Purchase Agreement)




 






    


     


    




 


IN WITNESS WHEREOF,
for the limited purposes of Section 8.2 and Section 13.11 of this Agreement, the Purchaser Representative has caused
this Series A Preferred Stock Purchase Agreement to be duly executed and accepted as of the day and year below written.


 


 


	PURCHASER REPRESENTATIVE:	 
	 	 
	 	 
	Xiaofan Bai	 




 





(Purchaser Representative Signature
Page to Series A Preferred Stock Purchase Agreement)