FALSE000145293600014529362024-09-012024-09-01


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
 
FORM 8-K
__________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1, 2024

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.
(Exact name of registrant specified in its charter)
______________________________________________________

Maryland000-5438226-3842535
(State or other jurisdiction of
incorporation or organization)		(Commission File Number)(IRS Employer
Identification No.)

11766 Wilshire Blvd., Suite 1670
Los Angeles, California 90025
(Address of principal executive offices)

Registrant’s telephone number, including area code: (866) 722-6257

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
NoneN/AN/A
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Renewal of PORT Advisory Agreement — Exhibit 10.1
On September 1, 2024, Pacific Oak Residential Trust, Inc., a wholly owned subsidiary of Pacific Oak Strategic Opportunity REIT, Inc., a Maryland corporation (the “Company”), renewed its advisory agreement (the “PORT Advisory Agreement”) with Pacific Oak Residential Advisors, LLC, an affiliate of the Company’s advisor. The PORT Advisory Agreement is effective through September 1, 2025. The terms of the PORT Advisory Agreement are consistent with those of the advisory agreement that was previously in effect.
The PORT Advisory Agreement is attached to this Form 8-K as Exhibit 10.1.
Amendment to Series B Deed of Trust
The information contained in Item 2.04 with respect to the entrance into the Amendment to the Series B Deed of Trust is hereby incorporated by reference to this Item 1.01.

ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
On September 2, 2024, Pacific Oak SOR (BVI) Holdings, Ltd. (the “BVI”), a wholly owned subsidiary of the Company, entered into an amendment (the “Amendment”) to the Deed of Trust for the BVI’s Series B Debentures, dated February 12, 2020 (the “Series B Deed of Trust”) pursuant to which the BVI would voluntarily repay, earlier than scheduled, part of the amount previously scheduled to be paid to the Series B bondholders on January 31, 2025. The Amendment is between the BVI and Reznik Paz Nevo Trusts Ltd., the trustee previously appointed in connection with the Series B Deed of Trust. Pursuant to the Amendment, 312.8 million Israeli new shekels (approximately $85.6 million as of September 2, 2024) of the 388.1 million Israeli new shekels (approximately $106.2 million as of September 2, 2024) January 31, 2025 Series B bond payment and 6.1 million Israeli new shekels (approximately $1.7 million as of September 2, 2024) of interest, that had previously been scheduled to be repaid to the Series B bondholders on January 31, 2025 will instead be paid on or about September 19, 2024. This amount includes a portion of the principal amount that would have been due on January 31, 2025 and the same amount of interest that the Series B bondholders would have received if the payment had been made in January. The remainder will be paid on January 31, 2025, as previously scheduled, plus additional interest in the amount of 9.1 million Israeli new shekels (approximately $2.5 million as of September 2, 2024).

ITEM 7.01 REGULATION FD DISCLOSURE
September 2024 Bondholder Presentation — Exhibit 99.1
The BVI completed offerings of Series B, C and D bonds since February 2020. Such offerings were made to investors in Israel and were registered with the Israel Securities Authority. On September 5, 2024, the BVI intends to use the English translation of the bondholder presentation attached as Exhibit 99.1 hereto in meetings with prospective bondholders.
The information in this Item 7.01 of Form 8-K and the attached Exhibit 99.1 are furnished to the Securities and Exchange Commission (“SEC”), and shall not be deemed to be “filed” with the SEC for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Forward-Looking Statements
The bondholder presentation includes forward-looking statements within the meaning of the Federal Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. Actual results may differ materially from those contemplated by such forward-looking statements. These statements also depend on factors such as: future economic, competitive and market conditions; the Company’s ability to maintain occupancy levels and rental rates at its real estate properties; and other risks identified in Part I, Item IA of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
2

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.
   
Dated: September 5, 2024 BY:/s/ Michael A. Bender
   Michael A. Bender
   Chief Financial Officer, Treasurer and Secretary
    


Exhibit 10.1 ADVISORY AGREEMENT among PACIFIC OAK RESIDENTIAL TRUST, INC., PORT OP LP, PACIFIC OAK RESIDENTIAL ADVISORS, LLC, PACIFIC OAK CAPITAL ADVISORS, LLC, KEITH D. HALL, and PETER MCMILLAN III September 1, 2024 i CLOSED1607203150.4 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS .................................................................................................................. 1 ARTICLE 2 APPOINTMENT ............................................................................................................... 6 ARTICLE 3 DUTIES OF THE ADVISOR ........................................................................................... 7 3.01 Organizational and Offering Services .......................................................................................... 7 3.02 Acquisition Services .................................................................................................................... 7 3.03 Asset Management Services ........................................................................................................ 7 ARTICLE 4 AUTHORITY OF THE ADVISOR ................................................................................ 10 4.01 General ....................................................................................................................................... 10 4.02 Powers of the Advisor ................................................................................................................ 10 4.03 Approval by the Board ............................................................................................................... 10 4.04 Modification or Revocation of Authority of Advisor ................................................................ 10 ARTICLE 5 BANK ACCOUNTS ....................................................................................................... 10 ARTICLE 6 RECORDS AND FINANCIAL STATEMENTS ........................................................... 11 ARTICLE 7 LIMITATION ON ACTIVITIES .................................................................................... 11 ARTICLE 8 FEES ............................................................................................................................... 11 8.01 Acquisition Fees ......................................................................................................................... 11 8.02 Asset Management Fees............................................................................................................. 11 8.03 Disposition Fees ......................................................................................................................... 12 8.04 Incentive Fees ............................................................................................................................ 12 8.05 Legacy Incentive Fees ................................................................................................................ 12 8.06 Hall and McMillan Fee Reduction ............................................................................................. 13 8.07 Election of Payment in Shares ................................................................................................... 13 ARTICLE 9 EXPENSES ..................................................................................................................... 14 9.01 General ....................................................................................................................................... 14 9.02 Timing of and Additional Limitations on Reimbursements....................................................... 15 9.03 Advancement of Other Organization and Offering Expenses .................................................... 15 ARTICLE 10 RELATIONSHIP OF THE ADVISOR AND THE COMPANY; OTHER ACTIVITIES OF THE ADVISOR ................................................................................. 15 10.01 Relationship ............................................................................................................................... 15 10.02 Time Commitment ..................................................................................................................... 15 ARTICLE 11 THE PACIFIC OAK NAME .......................................................................................... 15 ARTICLE 12 CHANGE OF CONTROL .............................................................................................. 16 12.01 Change of Control ...................................................................................................................... 16 ARTICLE 13 TERM AND TERMINATION OF THE AGREEMENT ............................................... 16 13.01 Term ........................................................................................................................................... 16 13.02 Termination by Either Party ....................................................................................................... 16 13.03 Payments on Termination and Survival of Certain Rights and Obligations .............................. 16 ARTICLE 14 ASSIGNMENT ............................................................................................................... 17 ARTICLE 15 INDEMNIFICATION AND LIMITATION OF LIABILITY ........................................ 17 15.01 Indemnification .......................................................................................................................... 17 15.02 Limitation on Payment of Expenses .......................................................................................... 17 ii CLOSED1607203150.4 ARTICLE 16 MISCELLANEOUS ....................................................................................................... 17 16.01 Notices ....................................................................................................................................... 17 16.02 Modification ............................................................................................................................... 18 16.03 Severability ................................................................................................................................ 18 16.04 Construction ............................................................................................................................... 18 16.05 Entire Agreement ....................................................................................................................... 18 16.06 Waiver ........................................................................................................................................ 18 16.07 Gender ........................................................................................................................................ 18 16.08 Titles Not to Affect Interpretation ............................................................................................. 18 16.09 Counterparts ............................................................................................................................... 18 1 CLOSED1607203150.4 ADVISORY AGREEMENT This Advisory Agreement, entered into as of September 1, 2024 (this “Agreement”), is among Pacific Oak Residential Trust, Inc., a Maryland corporation (the “Company”); PORT OP LP, a Delaware limited partnership (the “Partnership”); Pacific Oak Residential Advisors, LLC, a Delaware limited liability company (the “Advisor”); for purposes of Article 8, Messrs. Keith D. Hall and Peter McMillan III; and for purposes of Article 9, Pacific Oak Capital Advisors, LLC, a Delaware limited liability company (the “Sponsor”). W I T N E S S E T H WHEREAS, the Company desires to avail itself of the knowledge, experience, sources of information, advice, assistance and certain facilities available to the Advisor and to have the Advisor undertake the duties and responsibilities set forth herein; and WHEREAS, the Advisor is willing to undertake to render these services on the terms and conditions hereinafter set forth. WHEREAS, the parties hereto entered into that certain Amended and Restated Advisory Agreement, entered into as of April 2, 2024 (the “Prior Agreement”); WHEREAS, the parties hereto now wish to renew the Prior Agreement. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree: ARTICLE 1 DEFINITIONS The following defined terms used in this Agreement shall have the meanings specified below: “Acquisition Expenses” means any and all expenses, excluding the fees payable to the Advisor pursuant to Section 8.01, incurred by the Company, the Partnership, the Advisor or any of their Affiliates in connection with the selection, acquisition or development of any Property, or other Residential Asset, whether or not acquired, as applicable, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, due diligence, nonrefundable option payments on assets not acquired, accounting fees and expenses, title insurance premiums and miscellaneous expenses related to the selection, acquisition or development of any Property or other potential investment. “Acquisition Fees” means the fee payable to the Advisor pursuant to Section 8.01 plus all other fees and commissions, excluding Acquisition Expenses, paid by any Person to any Person in connection with investing in Residential Assets. Included in the computation of such fees or commissions shall be any real estate commission, selection fee, nonrecurring management fee, loan fees or points or any fee of a similar nature, however designated. Excluded shall be development fees and construction fees paid to Persons not Affiliated with the Advisor in connection with the actual development and construction of a Property. The Advisor shall not be entitled to more than one Acquisition Fee for each Property. “Affiliate” or “Affiliated” shall mean, with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, 10% or more of the outstanding voting securities of such other Person; (ii) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any

 
2 CLOSED1607203150.4 Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. “BPT Unit Issuance Value” means $3,026,497. “BPT Unit Redemption Value” means $6,477,147. “BPT Units” means 510,816 limited partnership units in the Partnership previously issued to BPT Holdings LLC, a Delaware limited liability company, and assigned to the Partnership on June 27, 2022 in consideration of the BPT Unit Redemption Value. “Board of Directors” or “Board” means persons holding such office, as of any particular time, under the Charter, whether they be the Directors named therein or additional or successor Directors. “Bylaws” means the bylaws of the Company, as amended from time to time. “Cause” means (a) if the Company or the Advisor materially breaches any provision of this Agreement and the breach continues for a period of thirty days after written notice thereof by the non- breaching party specifying the breach and requesting that the breach be remedied in the thirty-day period or (b) a Change of Control. “Change of Control” means the occurrence of any of the following: (i) any “person” (within the meaning of Section 13(d) of the Exchange Act, as enacted and in force on the date hereof), other than POSOR or its Affiliates, is or becomes the “beneficial owner” (as that term is defined in Rule 13d-3, as enacted and in force on the date hereof, under the Exchange Act) of securities of the Company representing more than 50% of the combined voting power of the Company’s securities then outstanding; (ii) there occurs a merger, consolidation or other reorganization of the Company which is not approved by the Board of Directors; (iii) there occurs a sale, exchange, transfer or other disposition of substantially all the assets of the Company to another Person, which disposition is not approved by the Board of Directors; or (iv) there occurs a contested proxy solicitation of the Stockholders that results in the contesting party electing candidates to a majority of the Board of Directors’ positions next up for election. “Change of Control Termination Notice” shall have the meaning set forth in Article 12 of this Agreement. “Charter” means the charter of the Company. “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time. “Common Shares” means the shares of common stock of the Company, par value $.001 per share. “Company” means Pacific Oak Residential Trust, Inc., a corporation organized under the laws of the State of Maryland. “Competitive Real Estate Commission” means a real estate or brokerage commission for the purchase or Sale of property that is reasonable, customary, and competitive in light of the size, type, and location of the property. 3 CLOSED1607203150.4 “Contract Sales Price” means the total consideration received by the Partnership for the Sale of a Residential Asset or other Permitted Investment. “Cost of Residential Assets” means the sum of (i) with respect to Residential Assets wholly owned, directly or indirectly, by the Partnership, the amount actually paid by the Partnership for the purchase of each Residential Asset, including fees and expenses related thereto (but excluding any Acquisition Fees paid or payable to the Advisor or its affiliates under this Agreement), plus amounts funded or budgeted at the time of acquisition for capital expenditures for the development, construction or improvement of Residential Assets and (ii) in the case of Residential Assets owned by any Joint Venture in which the Partnership is, directly or indirectly, a co-venturer, the portion of the amount actually paid for the purchase of each Residential Asset, including fees and expenses related thereto (but excluding any Acquisition Fees paid or payable to the Advisor or its affiliates under this Agreement), plus amounts funded or budgeted at the time of acquisition for capital expenditures for the development, construction or improvement of Residential Assets, that is attributable to the Partnership’s investment in the Joint Venture. The Cost of Residential Assets is computed without regard to whether any portion of the cost is funded using debt financing secured by, or attributable to, the Residential Asset. “Dealer Manager” means (i) Pacific Oak Capital Markets, LLC, a Delaware limited liability company, or (ii) any successor dealer manager to the Company. “Director” means a member of the Board of Directors of the Company. “Distributions” shall have the meaning set forth in the Company’s Charter. “GAAP” means accounting principles generally accepted in the United States. “Hall and McMillan Interest” shall have the meaning described in Article 8. “Hall and McMillan Fee Reduction” shall have the meaning described in Article 8. “Initial Capitalization in November 2019” means $55,000,000. “IPO” means an initial public offering of Common Shares in the public markets with a concurrent Listing of Common Shares. “Joint Venture” means any arrangement between the Company or any Affiliate including the Partnership on the one hand and a third party on the other hand pursuant to which the Company and the third party invest in Residential Assets or other Permitted Investments. “Legacy Catch-Up” shall have the meaning described in Article 8. “Legacy Excess Profits” shall have the meaning described in Article 8. “Legacy Hurdle Amount” means that amount that results in a 5% cumulative, non-compounded, annual return on Legacy Invested Capital (calculated like simple interest on a daily basis based on a three hundred sixty-five day year). For purposes of calculating the Legacy Hurdle Amount, Legacy Invested Capital shall be determined for each day during the period for which the Legacy Hurdle Amount is being calculated. “Legacy Incentive Fee” shall have the meaning described in Article 8. 4 CLOSED1607203150.4 “Legacy Invested Capital” means (a) the Initial Capitalization in November 2019 (which is deemed invested on November 5, 2019), plus the BPT Unit Issuance Value (which is deemed invested on July 1, 2020), plus additional amounts invested by POSOR in Common Shares and/or OP Units since November 5, 2019, reduced by (b) the BPT Unit Redemption Value (which was paid to repurchase the BPT Units on June 27, 2022) plus any amounts paid by the Company to redeem or repurchase Common Shares from POSOR, plus any amounts paid by the Partnership to redeem or repurchase OP Units from POSOR (other than the BPT Units). “Legacy Total Return” shall have the meaning described in Article 8. “Listed” or “Listing” shall mean the listing of any or all of the Common Shares on a national securities exchange. “Market Value” means: in the case of an IPO, (a) the value of the outstanding Common Shares of the Company that are Listed measured by taking the average closing price or the average of the bid and ask prices, as the case may be, over a period of 30 days during which the Common Shares are traded with the period beginning 30 days after the date that the Common Shares are Listed plus (b) with respect to any classes of Common Shares that are not Listed and/or any outstanding OP Units held by third parties other than the Company, the value of such outstanding securities using a methodology that is reasonably based on the valuation determined in (a) above. “Merger or Sale Consideration Amount” means: (a) (i) in the case of a merger or sale for all or substantially all of the Company’s equity interests or Properties in which the consideration consists solely of cash, the total consideration to be received by holders of Common Shares outstanding immediately prior to the closing of such merger or sale; (ii) in the case of a merger or share exchange in which the consideration consists of securities traded on a national securities exchange, the product of (x) the number of shares of such securities received by the Stockholders at the closing of the merger or share exchange and (y) the market value of such securities, measured by taking the average closing price or the average of the bid and asked price, as the case may be, over a period of 20 consecutive days during which such securities are traded, with such 20-trading day period ending on the trading day prior to the closing date of the merger or share exchange; (iii) in the case of a merger or share exchange in which the consideration consist of securities that are not traded on a national securities exchange, the value ascribed to such securities in the merger agreement; and (iv) in the case of a merger, sale or share exchange in which the consideration is some combination of that described above, the sum of clauses (i) through (iii), as applicable plus (b) with respect to any outstanding OP Units held by third parties other than the Company, the value of such outstanding securities using a methodology that is reasonably based on the valuation determined in (a) above. “MGCL” means the Maryland General Corporation Law, as amended from time to time. “NAV” means the most recent net asset value of the Company, Common Shares or OP Units, as applicable, as calculated in accordance with the valuation guidelines approved by the POSOR Board of Directors, adjusted to reflect any subsequent distributions paid on equity capital of the Company or Partnership, distributions made in connection with redemptions of equity capital of the Company or Partnership, or net proceeds from the sale of equity capital of the Company or Partnership. “NAV REIT” means a REIT that is not publicly traded on a stock exchange, regularly calculates and discloses the NAV of its shares, conducts offerings of its stock at prices based on the NAV per share, and repurchases its shares of stock at prices based on the NAV per share. “OP Units” means units of limited partnership interest in the Partnership. 5 CLOSED1607203150.4 “Organization and Offering Expenses” means all expenses incurred by or on behalf of the Company in connection with any offering of its Common Shares, whether incurred before or after the date of this Agreement, which may include but are not limited to, total underwriting or placement agent fees, brokerage discounts and commissions (including fees of counsel to the underwriter or placement agent); any expense allowance granted by the Company to the underwriter or placement agent or any reimbursement of expenses of the underwriter, placement agent, Sponsor or Advisor by the Company; legal fees; due diligence expenses; marketing expenses; expenses for printing, engraving and mailing; charges of transfer agents, registrars, trustees, escrow holders, depositaries and experts; and expenses of qualification of the sale of the securities under federal and state laws, including taxes and fees and the fees and expenses of accountants and attorneys. “Other Organization and Offering Expenses” means all Organization and Offering Expenses excluding total underwriting or placement agent fees, brokerage discounts and commissions. “Partnership” means PORT OP LP, a Delaware limited partnership formed to own and operate investments in Residential Assets and other Permitted Investments on behalf of the Company. “Permitted Investments” means all investments in which the Company may acquire an interest, either directly or indirectly, including Properties, Single Family Housing Interests and short-term investments acquired for purposes of cash management, and including ownership interests in a Joint Venture. “Person” means an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c) (17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity, or any government or any agency or political subdivision thereof, and also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. “POSOR” means Pacific Oak Strategic Opportunity REIT, Inc., a Maryland corporation. “POSOR Board of Directors” means the board of directors of POSOR. “Private Offering” means the private offering of Common Shares made pursuant to the Company’s private offering of up to $500 million of Common Shares in the primary offering, and $50 million of Common Shares through the distribution reinvestment plan, which commenced on September 9, 2022 and terminated on April 2, 2024. “Property” or “Properties” means any real property or properties transferred or conveyed to the Company or the Partnership, either directly or indirectly, or any real property acquired, transferred or conveyed to a Joint Venture in which the Company is, directly or indirectly, a co-venturer. “Property Manager” means an entity that has been retained to perform and carry out property- management services at one or more of the Properties. “Public NAV REIT Conversion” means conversion of the Company to a publicly-offered perpetual life NAV REIT. “REIT” means a “real estate investment trust” under Sections 856 through 860 of the Code. “Residential Assets” means Single Family Rental Properties and Single Family Housing Interests.

 
6 CLOSED1607203150.4 “Sale” means any transaction or series of related transactions whereby: (A) the Company, directly or indirectly, including through the Partnership sells, grants, transfers, conveys, or relinquishes its ownership of any Property, or other Permitted Investment or portion thereof, including the transfer of any Property that is the subject of a ground lease, and including any event with respect to any Property or other Permitted Investment that gives rise to a significant amount of insurance proceeds or condemnation awards, and including the issuance by one of the Company’s subsidiaries of any asset-backed securities or collateralized debt obligations as part of a securitization transaction; (B) the Company, directly or indirectly, including through the Partnership, sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest in any Joint Venture in which it is, directly or indirectly, a co- venturer; or (C) any Joint Venture in which the Company, directly or indirectly, through the Partnership is, a co-venturer, sells, grants, transfers, conveys, or relinquishes its ownership of any Property or other Permitted Investment or portion thereof, including any event with respect to any Property or other Permitted Investment that gives rise to insurance claims or condemnation awards, and including the issuance by the Joint Venture or one of its subsidiaries of any asset-backed securities or collateralized debt obligations as part of a securitization transaction. “SEC” means the United States Securities and Exchange Commission. “Single Family Rental Properties” means a residential building consisting of one to four units for rent. “Single Family Housing Interest” means securities or other interests that generate cash flow derived from single family housing such as mortgages secured by single family homes, subordinated, mezzanine or bridge loans made to owners or investors in single family homes and other related structured investments. “Sponsor” means Pacific Oak Capital Advisors, LLC, a Delaware limited liability company. “Stockholders” means the record holders of the Common Shares or any other series of class of stock of the Company. “Termination Date” means the date of termination of the Agreement determined in accordance with Article 13 hereof. “Total Incentive Fee” shall have the meaning described in Article 8. “Trigger Date” means the effective date of any subordinated incentive fee becoming due pursuant to Article 8. “Triggering Event” means an event which triggers the Company’s obligation to pay a subordinated incentive fee pursuant to Article 8 to the Advisor: (1) an IPO, a sale of all or substantially all of the Company’s equity interests or Properties, a merger, or a share exchange, in a transaction that provides Stockholders with any combination of cash and/or securities of a publicly traded company in exchange for their Common Shares; (2) a Public NAV REIT Conversion; or (3) if this Agreement is terminated (including through non-renewal) (except for cause) by the Company. ARTICLE 2 APPOINTMENT The Company hereby appoints the Advisor to serve as its advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment. 7 CLOSED1607203150.4 ARTICLE 3 DUTIES OF THE ADVISOR The Advisor is responsible for managing, operating, directing and supervising the operations and administration of the Company and its assets, subject to the condition that any investment advisory services provided with respect to securities shall be provided by a registered investment adviser. The Advisor undertakes to make investment decisions on behalf of the Company subject to the direction and oversight of the Board and Section 4.03 hereof, and to provide the Company with a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. Subject to the limitations set forth in this Agreement, including Article 4 hereof, and the continuing and exclusive authority of the Board over the management of the Company, the Advisor shall, either directly or by engaging an Affiliate or third party, perform the following duties: 3.01 Organizational and Offering Services. The Advisor shall perform all services related to the organization of the Company or any offering of Company securities, other than services that (i) are to be performed by the Dealer Manager, (ii) the Company elects to perform directly or (iii) would require the Advisor to register as a broker-dealer with the SEC or any state. 3.02 Acquisition Services. (i) Provide the Company with relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies; (ii) Subject to Section 4 hereof and the investment objectives and policies of the Company: (a) locate, analyze and select potential investments; (b) structure and negotiate the terms and conditions of transactions pursuant to which investments in Residential Assets and other Permitted Investments will be made; (c) cause the Company to, directly or indirectly, acquire Residential Assets and other Permitted Investments; (d) arrange for financing and refinancing and make other changes in the asset or capital structure of investments in Residential Assets and other Permitted Investments; and (e) enter into leases, service contracts and other agreements for Residential Assets and other Permitted Investments, or to engage an approved Property Manager; (iii) Perform due diligence on prospective investments; (iv) Prepare reports regarding prospective investments that include recommendations and supporting documentation necessary for the Directors to evaluate the proposed investments; (v) Obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of contemplated investments of the Company; and (vi) Deliver to or maintain on behalf of the Company copies of all appraisals or valuations obtained in connection with the Company’s investments. 3.03 Asset Management Services. (i) Real Estate and Related Services: (a) Investigate, select and, on behalf of the Company, engage and conduct business with (including enter contracts with) such Persons as the Advisor deems necessary to the proper performance of its obligations as set forth in this Agreement, including but 8 CLOSED1607203150.4 not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, developers, construction companies, Property Managers and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services; (b) Negotiate any borrowings that the Company, directly or indirectly, makes and to cause the Company or the underlying borrower to pay any amounts due on the borrowings; (c) Monitor applicable markets and obtain reports (which may be prepared by the Advisor or its Affiliates) where appropriate, concerning the value of investments of the Company; (d) Monitor and evaluate the performance of each asset of the Company and the Company’s overall portfolio of assets, provide daily management services to the Company and perform and supervise the various management and operational functions related to the Company’s investments; (e) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Residential Assets and other Permitted Investments on an overall portfolio basis; (f) Consult with the Company’s officers and the Board and assist the Board in formulating and implementing the Company’s financial policies, and, as necessary with respect to investment and borrowing opportunities presented to the Board, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; (g) Oversee and evaluate the performance by the Property Manager(s) of their duties, including collection and proper deposits of rental payments and payment of Property expenses and maintenance; (h) Conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties; (i) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each Property Manager and aggregate these property budgets into the Company’s overall budget; (j) Coordinate and manage relationships between the Company and any co- venturers; and (k) Consult with the Company’s officers and the Board and provide assistance with the evaluation and approval of potential asset disposition, Sale and refinancing opportunities. (ii) Accounting and Other Administrative Services: 9 CLOSED1607203150.4 (a) Provide the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (b) From time to time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company under this Agreement; (c) Provide or arrange for any administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations; (d) Provide financial and operational planning services; (e) Maintain accounting and other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax returns and any other information required to be filed with the Internal Revenue Service and any other regulatory agency; (f) Maintain and preserve all appropriate books and records of the Company; (g) Provide services necessary to ensure the Company’s compliance with the rules and regulations governing qualification as a REIT, including any asset, income and shareholder testing, and addressing with the Board, if necessary, any actions required to maintain REIT compliance; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i) Provide the Company with all necessary cash management services; (j) Manage and coordinate with the transfer agent payment of dividends and other distributions to Stockholders; (k) Consult with the Company’s officers and the Board and assist the Board in evaluating and obtaining necessary insurance coverage based upon risk management determinations; (l) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters; (m) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (n) Perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law;

 
10 CLOSED1607203150.4 (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement. ARTICLE 4 AUTHORITY OF THE ADVISOR 4.01 General. All rights and powers to manage and control the day-to-day business and affairs of the Company shall be vested in the Advisor. The Advisor shall have the power to delegate all or any part of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the Advisor or the Company as it may deem appropriate. Any authority delegated by the Advisor to any other Person shall be subject to the limitations on the rights and powers of the Advisor specifically set forth in this Agreement or the Charter. Notwithstanding the foregoing, any investment advisory services provided with respect to securities shall be provided by a registered investment adviser. 4.02 Powers of the Advisor. Subject to the express limitations set forth in this Agreement and the continuing and exclusive authority of the Board over the management of the Company, the power to direct the management, operation and policies of the Company, including making, financing and disposing of investments, shall be vested in the Advisor, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Company to carry out any and all of the objectives and purposes of the Company and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable or incidental thereto to perform its obligations under this Agreement. 4.03 Approval by the Board. Notwithstanding the foregoing, the Advisor may not take any action on behalf of the Company without the prior approval of the Board or duly authorized committees thereof if the Charter or the MGCL require the prior approval of the Board. If the Board or a committee of the Board must approve a proposed investment, financing or disposition or chooses to do so, the Advisor will deliver to the Board or committee, as applicable, all documents required by it to evaluate such investment, financing or disposition. 4.04 Modification or Revocation of Authority of Advisor. The Board may, at any time upon the giving of notice to the Advisor, modify or revoke the authority or approvals set forth in Article 3 and this Article 4 hereof; provided, however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed the Company prior to the date of receipt by the Advisor of such notification. ARTICLE 5 BANK ACCOUNTS The Advisor may establish and maintain one or more bank accounts in its own name for the account of the Company or in the name of the Company and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company, under such terms and conditions as the Board may approve, provided that no funds shall be commingled with the funds of the Advisor. The Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and the independent auditors of the Company. 11 CLOSED1607203150.4 ARTICLE 6 RECORDS AND FINANCIAL STATEMENTS The Advisor, in the conduct of its responsibilities to the Company, shall maintain adequate and separate books and records for the Company’s operations, which shall be supported by sufficient documentation to ascertain that such books and records are properly and accurately recorded. Such books and records shall be the property of the Company and shall be available for inspection by the Board and by counsel, auditors and other authorized agents of the Company or persons with rights to inspect the books and records, at any time or from time to time during normal business hours. Such books and records shall include all information necessary to calculate and audit the fees paid or reimbursements made under this Agreement. The Advisor shall utilize procedures to attempt to ensure such control over accounting and financial transactions as is reasonably required to protect the Company’s assets from theft, error or fraudulent activity. All financial statements that the Advisor delivers to the Company for distribution to Stockholders shall be prepared on an accrual basis in accordance with GAAP, except for special financial reports that by their nature require a deviation from GAAP. The Advisor shall liaise with the Company’s officers and independent auditors and shall provide such officers and auditors with the reports and other information that the Company so requests. ARTICLE 7 LIMITATION ON ACTIVITIES Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code, (ii) subject the Company to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Common Shares or its other securities, (iv) require the Advisor to register as a broker-dealer with the SEC or any state, (v) violate the Charter or Bylaws, or (vi) cause the Company’s parent, Pacific Oak Strategic Opportunity REIT, Inc., to violate its charter (the “SOR Charter”). ARTICLE 8 FEES 8.01 Acquisition Fees. As compensation for the investigation, selection, sourcing and acquisition or origination (by purchase, investment or exchange) of Residential Assets and other Permitted Investments, the Company shall pay the Advisor an Acquisition Fee for each such investment equal to 1.0% of the Cost of Residential Assets for any given transaction. With respect to the acquisition of any Residential Asset or other Permitted Investment through any Joint Venture in which the Partnership is, directly or indirectly, a partner, member or stockholder the Acquisition Fee payable to the Advisor shall equal 1.0% of each investment in the Joint Venture. The Advisor shall submit an invoice to the Company following the closing or closings of each investment. Generally, the Acquisition Fee payable to the Advisor shall be paid at the closing of the transaction upon receipt of the invoice by the Company. The Advisor may, in its discretion, waive or defer any Acquisition Fee, in whole or in part, in its sole discretion. All or any portion of the Acquisition Fees deferred shall not bear interest and may be paid by the Company in the Joint Venture in such other fiscal year as the Advisor shall determine. 8.02 Asset Management Fees. As compensation for the services described in Section 3.03 the Company shall pay the Advisor an asset management fee equal to 0.25% quarterly (1% annually) on the most recent aggregate value of the Partnership’s Residential Assets and other Permitted Investments, as determined in accordance with the valuation guidelines approved by the POSOR Board of Directors (adjusted to reflect any subsequent purchases or sales of portfolio assets based on the purchase or sale 12 CLOSED1607203150.4 prices). The Advisor shall submit an invoice to the Company, accompanied by a computation of the fees for the applicable period. Generally, the Asset Management Fee payable to the Advisor shall be paid on the last day of such quarter, or the first business day following the last day of such quarter. In the event this Agreement commences on a date other than the first day of a quarter, the Advisor will be entitled to receive its prorated asset management fee calculated from the date of commencement. In the event this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive its prorated asset management fee through the date of termination. Such pro ration shall take into account the number of days of any partial quarter for which this Agreement was in effect. 8.03 Disposition Fees. If the Advisor or any of its Affiliates provide a substantial amount of services in connection with a Sale, the Advisor or such Affiliate shall receive a fee at the closing (the “Disposition Fee”) equal to 1% of the Contract Sales Price; provided, however, that if in connection with such Sale commissions are paid to third parties other than the Advisor or its Affiliates, the fee paid to the Advisor or any of its Affiliates may not exceed the commissions paid to such unaffiliated third parties. Any Disposition Fee payable under this Section 8.03 may be paid in addition to commissions paid to non- Affiliates, provided that the total commissions (including such Disposition Fee) paid to all Persons by the Company for each Sale shall not exceed an amount equal to the lesser of (i) 6% of the aggregate Contract Sales Price of each Residential Asset or other Permitted Investment or (ii) the Competitive Real Estate Commission for each Residential Asset or other Permitted Investment. 8.04 Incentive Fees. Upon a Triggering Event, the Company shall pay to the Advisor a Total Incentive Fee, as calculated following the methodology below. If the Company pays the Advisor the Total Incentive Fee associated with one Triggering Event, the Company will not pay the Advisor any further incentive fees. For each Triggering Event, the Total Incentive Fee is equal to the applicable Legacy Incentive Fee described in Section 8.05, subject to the Hall and McMillan Fee Reduction described in Section 8.06. Any Total Incentive Fee due on Public NAV REIT Conversion will be payable to the Advisor in Common Shares and such shares will be subordinate to repurchase requests from other Stockholders under the Company’s share repurchase plan (although no deduction for early repurchase will apply to the Advisor’s Common Shares). 8.05 Legacy Incentive Fees. (i) Legacy Incentive Fee Due on IPO, Sale, or Merger. In the event of an IPO, a sale of all or substantially all of the Company’s equity interests or Properties, a merger, or a share exchange, in a transaction that provides Stockholders with any combination of cash and/or securities of a publicly traded company in exchange for their Common Shares, then a Legacy Incentive Fee shall be due to the Advisor using the formula below under Section 8.05(ii), but the Market Value or the Merger or Sale Consideration Amount, as applicable, of the OP Units and/or Common Shares held by POSOR will be used instead of the then-current NAV of the OP Units and/or Common Shares held by POSOR when calculating Legacy Total Return. (ii) Legacy Incentive Fee Due on Public NAV REIT Conversion. If the Company completes a Public NAV REIT Conversion, and has satisfied all properly submitted requests under the Company’s share repurchase program for the 12 months prior to the Trigger Date, the Advisor will be entitled to a Legacy Incentive Fee equal to 12.5% of the Legacy Total Return, subject to a 5% Legacy Hurdle Amount with a Legacy Catch-Up. Specifically, the Legacy Incentive Fee will equal: (a) First, if the Legacy Total Return exceeds the Legacy Hurdle Amount (any such excess, the “Legacy Excess Profits”), 100% of such Legacy Excess Profits until the total amount allocated to the Advisor hereunder equals 12.5% of the sum of (x) the Legacy 13 CLOSED1607203150.4 Hurdle Amount and (y) any amount due to the Advisor pursuant to this clause (this is referred to as a “Legacy Catch-Up”); and (b) Second, to the extent there are remaining Legacy Excess Profits, 12.5% of such remaining Legacy Excess Profits. (c) “Legacy Total Return” shall equal the sum of (i) all distributions accrued or paid (without duplication) on OP Units and Common Shares held by POSOR between November 5, 2019 and the Trigger Date, plus (ii) all distributions accrued or paid (without duplication) on OP Units held by BPT Holdings LLC between November 5, 2019 and the September 9, 2022, plus (iii) the amount by which (a) the sum of the then-current NAV of the outstanding OP Units and/or Common Shares held by POSOR, plus any amounts POSOR received from the Company or the Partnership upon repurchase or redemption of Common Shares or OP Units, plus the BPT Unit Redemption Value exceeds (b) the sum of the Initial Capitalization in November 2019 and all subsequent amounts POSOR invested in the Company and/or the Partnership in exchange for Common Shares and/or OP Units, plus the BPT Unit Issuance Value, plus (iv) the accrued Legacy Incentive Fee, if any (after taking into account the fee reduction in Section 8.06). (iii) Legacy Incentive Fee Due on Termination. The Legacy Incentive Fee calculated pursuant to 8.05(ii) above will also be due if this Agreement is terminated (including through non- renewal) (except for cause) by the Company. If a fee is due, the Company will only pay the amounts due from the proceeds from the Sale of one or more assets or with the excess proceeds from financing or refinancing the Company’s assets. Amounts not paid will not bear interest and will only be paid from the excess proceeds from future asset Sales, financings or refinancing. 8.06 Hall and McMillan Fee Reduction. Messrs. Peter McMillan and Keith Hall have an economic interest in the cash flows of BPT Holdings, LLC, which in turn owns 100% of Pacific Oak Residential, Inc. (“PORI”), which in turn owns 100% of the Advisor (the “Hall and McMillan Interest”). As of September 1, 2022, the Hall and McMillan Interest is 52%. If a Legacy Incentive Fee becomes due pursuant to Article 8, and the Hall and McMillan Interest is at least 52% at that time, the Company will pay to the Advisor the Legacy Incentive Fee, reduced by that portion of the Legacy Incentive Fee which is equivalent to the Hall and McMillan Interest. If a Legacy Incentive Fee becomes due pursuant to Article 8 and the Hall and McMillan Interest is less than 52% at that time, the Company shall pay the Advisor 48% of the Legacy Incentive Fee. In addition, Messrs. McMillan and Hall undertake and agree not to share, directly or indirectly, in the portion of the Legacy Incentive Fee paid by the Company to the Advisor, but rather that it shall be distributed in its entirety to the other members of BPT Holdings, LLC. Messrs. McMillan and Hall agree and PORA agrees, on behalf of itself and its direct and indirect owners, to work in good faith with the other members of BPT Holdings, LLC to ensure that Messrs. McMillan and Hall are not responsible for paying income tax on such amount, as it will be distributed to other members of BPT Holdings, LLC and not to Messrs. McMillan and Hall. 8.07 Election of Payment in Shares. Subject to Section 8.04, the Advisor may elect, in its sole discretion, to receive payment of any fees described herein in cash or cash equivalent aggregate NAV amounts of Class A Common Shares, with the value per Class A Common Share equal to the most recent NAV per Class A Common Share determined in accordance with the valuation guidelines approved by the POSOR Board of Directors. Such Common Shares issued to the Advisor are eligible to participate in the Company’s share repurchase program, subject to the applicable limits, holding period and early repurchase deduction therein, provided that in the applicable repurchase period all repurchase requests made in good order from unaffiliated stockholders are satisfied first as a priority.

 
14 CLOSED1607203150.4 ARTICLE 9 EXPENSES 9.01 General. In addition to the compensation paid to the Advisor pursuant to Article 8 hereof, but subject to Section 9.03 below, the Company shall pay directly or reimburse the Advisor for Other Organization and Offering Expenses incurred by the Advisor or its Affiliates in connection with the Private Offering and for all of the third-party expenses paid or incurred by the Advisor or its Affiliates on behalf of the Company or in connection with the services provided to the Company pursuant to this Agreement; provided, however, neither the Advisor nor any of its Affiliates shall be entitled to any reimbursement for any cost or expenses for salaries, bonuses and benefits of persons employed by the Advisor or its Affiliates who perform services for the Company or in any way related to the overhead or operations of the Advisor or its Affiliates; provided further that any expenses incurred by the Dealer Manager or relating to its activities must be pre-approved by the Company in order to be eligible for reimbursement pursuant to this section. The third-party expenses for which payment or reimburse will be allowed include, but are not limited to: (i) Acquisition Expenses incurred in connection with the selection and acquisition of Residential Assets and other Permitted Investments, including expenses incurred related to assets pursued or considered but not ultimately acquired by the Company; (ii) The cost of goods and services used by the Company and obtained from third parties other than the Advisor or its Affiliates; (iii) Interest and other costs for borrowed money, including discounts, points and other similar fees; (iv) Taxes and assessments on income or Properties, taxes as an expense of doing business and any other taxes otherwise imposed on the Company and its business, assets or income; (v) All expenses, except expenses incurred by any Property Manager affiliated with the Advisor, of managing, improving, developing, operating and selling Residential Assets and other Permitted Investments owned, directly or indirectly, by the Company, as well as expenses of other transactions relating to the Residential Assets and other Permitted Investments; (vi) All expenses in connection with payments to the Board and meetings of the Board and Stockholders; (vii) Expenses of providing services for and maintaining communications with Stockholders, including the cost of preparing, printing, and mailing annual reports and other Stockholder reports, proxy statements and other reports required by governmental entities; (viii) Out-of-pocket costs associated with insurance required in connection with the business of the Company or by its officers and directors; (ix) Audit, accounting and legal fees, and other fees for professional services relating to the operations of the Company and all such fees incurred at the request, or on behalf of, the Board or any committee of the Board; (x) Expenses for the Company to comply with all applicable laws, regulations and ordinances; 15 CLOSED1607203150.4 (xi) Expenses connected with payments of Distributions and stock dividends made or caused to be made by the Company to the Stockholders; (xii) Expenses of merging, liquidating or dissolving the Company or of amending the Charter or the Bylaws; and (xiii) All other third-party out-of-pocket costs incurred by the Advisor in performing its duties hereunder. 9.02 Timing of and Additional Limitations on Reimbursements. (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable to the Advisor pursuant to this Article 9 shall be reimbursed upon delivery by the Advisor to the Board of a statement documenting the reimbursable expenses for the prior quarter; provided that the statement shall be delivered within 45 days after the end of each quarter. 9.03 Advancement of Other Organization and Offering Expenses. (i) The Sponsor will advance the Company’s Other Organization and Offering Expenses through the first anniversary of the date of the commencement of the Private Offering. (ii) The Company will reimburse the Sponsor for such advanced expenses ratably over the 60 months following the first anniversary of the date of the commencement of the Private Offering. ARTICLE 10 RELATIONSHIP OF THE ADVISOR AND THE COMPANY; OTHER ACTIVITIES OF THE ADVISOR 10.01 Relationship. The Company and the Advisor are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them partners or joint venturers. This Agreement shall not limit or restrict the right of any manager, director, officer, employee or equity holder of the Advisor or its Affiliates to engage in any other business or to render services of any kind to any other Person. The Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each and every other participant therein. The Advisor shall promptly disclose to the Board the existence of any additional condition or circumstance, existing or anticipated, of which it has knowledge that creates or could create a conflict of interest between the Advisor’s obligations to the Company and its obligations to or its interest in any other Person. 10.02 Time Commitment. The Advisor shall, and shall cause its Affiliates and their respective employees, officers and agents to, devote to the Company such time as shall be reasonably necessary to conduct the business and affairs of the Company in an appropriate manner consistent with the terms of this Agreement. The Company acknowledges that the Advisor and its Affiliates and their respective employees, officers and agents may also engage in activities unrelated to the Company and may provide services to Persons other than the Company or any of its Affiliates. ARTICLE 11 THE PACIFIC OAK NAME The Advisor and its Affiliates have a proprietary interest in the name “Pacific Oak.” The Advisor hereby grants to the Company a non-transferable, non-assignable, non-exclusive royalty-free right and 16 CLOSED1607203150.4 license to use the name “Pacific Oak” during the term of this Agreement. Accordingly, and in recognition of this right, if at any time the Company ceases to retain the Advisor or one of its Affiliates to perform advisory services for the Company, the Company will, promptly after receipt of written request from the Advisor, cease to conduct business under or use the name “Pacific Oak” or any derivative thereof and the Company shall change its name and the names of any of its subsidiaries to a name that does not contain the name “Pacific Oak” or any other word or words that might, in the reasonable discretion of the Advisor, be susceptible of indication of some form of relationship between the Company and the Advisor or any of its Affiliates. At such time, the Company will also make any changes to any trademarks, service marks or other marks necessary to remove any references to the word “Pacific Oak.” Consistent with the foregoing, it is specifically recognized that the Advisor or one or more of its Affiliates has in the past and may in the future organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate) and financial and service organizations having “Pacific Oak” as a part of their name, all without the need for any consent (and without the right to object thereto) by the Company. ARTICLE 12 CHANGE OF CONTROL 12.01 Change of Control. Notwithstanding any other provisions of this Agreement to the contrary, in the event of a Change of Control of the Company, either the Company or the Advisor shall have the right, subject to the Company’s and the Partnership’s right to assign this Agreement in accordance with Section 14, upon sixty (60) days prior written notice to the other (the “Change of Control Termination Notice”), to terminate this Agreement. If the Advisor or the Company so elects to terminate this Agreement pursuant to this Section 12, the Termination Date shall be the date specified in the Change of Control Termination Notice, but in any event no later than thirty (30) days after the Change of Control of the Company. ARTICLE 13 TERM AND TERMINATION OF THE AGREEMENT 13.01 Term. The term of this Agreement is through September 1, 2025 and may be renewed for an unlimited number of successive one-year terms upon mutual consent of the parties. The Company will evaluate the performance of the Advisor before renewing this Agreement, and each such renewal shall be for a term of no more than one year. Any such renewal must be approved by the Board of Directors. 13.02 Termination by Either Party. This Agreement may be terminated for Cause upon 60 days written notice by either the Company or the Advisor. The provisions of Articles 1, 11, 13, 15 and 16 shall survive termination of this Agreement. 13.03 Payments on Termination and Survival of Certain Rights and Obligations. (i) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company within 30 days after the effective date of such termination (a) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement and (b) any incentive fees due under Article 8 hereunder. Notwithstanding the foregoing, no incentive fee will be paid if this Agreement is terminated for Cause by the Company in accordance with Section 13.02 following an event described in clause (a) of the definition of Cause. (ii) The Advisor shall promptly upon termination: 17 CLOSED1607203150.4 (a) pay over to the Company all monies, if any, after deducting any accrued fees and reimbursement for its expenses to which it is then entitled; (b) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (c) deliver to the Board all documents including, but not limited to those related to the Company’s assets then in the custody of the Advisor; and (d) cooperate with the Company to provide an orderly transition of advisory functions. ARTICLE 14 ASSIGNMENT This Agreement may be assigned by the Advisor to an Affiliate with the consent of the Board. This Agreement shall not be assigned by the Company without the consent of the Advisor, except in the case of an assignment by the Company to a corporation or other organization that is a successor to all of the assets, rights and obligations of the Company, in which case such successor organization shall be bound hereunder and by the terms of the assignment in the same manner as the Company is bound by this Agreement. ARTICLE 15 INDEMNIFICATION AND LIMITATION OF LIABILITY 15.01 Indemnification. The Company shall, to the fullest extent to which the Company many indemnify its directors under the MGCL, indemnify, defend and hold harmless the Advisor and its Affiliates, including their respective officers, directors, partners, agents and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, incurred by these persons or entities to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance. 15.02 Limitation on Payment of Expenses. The Company shall pay or reimburse the reasonable legal expenses and other costs incurred by the Advisor or its Affiliates in advance of the final disposition of a proceeding subject to the limitations and requirements set forth in the MGCL. ARTICLE 16 MISCELLANEOUS 16.01 Notices. Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is required by the Charter, the Bylaws or is accepted by the party to whom it is given, and shall be given by being delivered by hand or by overnight mail or other overnight delivery service to the addresses set forth herein: To the Company or the Board: Pacific Oak Residential Trust, Inc. 13901 Sutton Park Dr S. Suite B 160 Jacksonville, FL 32224

 
18 CLOSED1607203150.4 Email: mgough@pac-oak.com Attention: Michael Gough To the Advisor: Pacific Oak Residential Advisors, LLC 13901 Sutton Park Dr S. Suite B 160 Jacksonville, FL 32224 Email: JAnstis@pac-oak.com Attention: Jeff Anstis Either party may at any time give notice in writing to the other party of a change in its address for the purposes of this Section 16.01. 16.02 Modification. This Agreement shall not be changed, modified, terminated or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or permitted assigns. 16.03 Severability. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. 16.04 Construction. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware. 16.05 Entire Agreement. This Agreement contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing. 16.06 Waiver. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 16.07 Gender. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. 16.08 Titles Not to Affect Interpretation. The titles of Articles and Sections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof. 16.09 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when 19 CLOSED1607203150.4 one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. [Signature Page to Advisory Agreement] CLOSED1607203150.4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date and year first above written. PACIFIC OAK RESIDENTIAL TRUST, INC. By: /s/ Michael S. Gough Name: Michael S. Gough Title: Director, Chief Executive Officer and President PORT OP LP By: Pacific Oak Residential Trust, Inc., its general partner By: /s/ Michael S. Gough Name: Michael S. Gough Title: Director, Chief Executive Officer and President PACIFIC OAK RESIDENTIAL ADVISORS, LLC By: Pacific Oak Residential, Inc., sole Member By: /s/ Michael S. Gough Michael S. Gough, President PACIFIC OAK CAPITAL ADVISORS, LLC By: Pacific Oak Holding Group, LLC, sole Member By: /s/ Peter McMillan III Peter McMillan III, Member By: /s/ Keith D. Hall Keith D. Hall, Member By: /s/ Keith D. Hall Name: Keith D. Hall By: /s/ Peter McMillan III Name: Peter McMillan III

 
P A C I F I C O A K S O R ( B V I ) H o l d i n g s L T D Capital Market Presentation Update Based on Q2-2024 Reports -September 2024- Office Multifamily Single Family Rentals Hotel Land Exhibit 99.1

 
2 Disclaimer This presentation represents an English translation provided for convenience purposes only. This is not an official translation and is not binding. Whilst reasonable care and skill have been exercised in the preparation hereof, no translation can ever perfectly reflect the original Hebrew version. In the event of any discrepancy between the Hebrew version and this translation, the Hebrew version shall prevail. This presentation does not constitute an offer of securities by Pacific Oaks SOR (BVI) Holdings Ltd (hereinafter: the "Company") to the public and should not be construed as an offer of securities to the public. This presentation is a principled and marketing presentation by the Company. The information contained in this presentation and any other information that will be provided during the presentation of the presentation (hereinafter: the “Information") does not constitute a recommendation or opinion of an investment advisor or a tax advisor. Information is provided in summary form only. Investments in Company’s securities generally carries risk. It should be taken into account that past data does not necessarily indicate future performance. The purchase of Company’s securities requires a thorough study of its financial statements and the information published by the Company and their analysis from legal, accounting, taxation and economic perspectives. Information contained in this presentation may be deemed to be presented in a manner which differs from that in which it was presented in Company's reports, however, it may be calculated using data included in said reports. Also, the following information is being presented in this presentation for the first time: annualized NOI data (as noted in slide 3), NAV breakdown by property type and a graphical representation of Debenture Balance – Bond Coverage (as noted in slide 5), a graphical representation of the growth of the residential component in Company’s property portfolio by equity (as stated in slide 6), a portion of Sale Price, Investment Cost Basis and Sale Price vs Cost Basis figures (as noted in slide 7), Company’s plans regarding potential sale transactions identified by the Company in its properties, in addition to those pertaining to the Park Highlands lands and Lofts at NoHo (as noted in slide 8), a portion of historical data pertaining to the acquisition of the Park Highland lands (as noted in slide 9), recapitalization economic figures for the 110 William property (as noted in slide 11), a portion of the breakdown of Company’s debt (as noted in slides 12 and 13); gross profit data by property and operating segment as of June 30, 2024 (as noted in slide 15); occupancy rates for Company’s property portfolio for the most recent five quarters (as noted in slide 16), as well as debt balances, fair values and LTVs for Company’s properties as of June 30, 2024, along with Company’s securities holdings as of June 30, 2024 (as noted in slide 17-19). The information below constitutes "forward-looking information" as the term is defined in the Securities Law (1968) (hereinafter: the "Information"): projected schedules for closing the Park Highland land sales, income and cash flows to be generated from these (as noted in slide 5, 8 and 9), projected and potential targets set by the Company for potential sales it has identified among its properties, including transactions for the sale of the Park Highlands lands and Loft at NoHO and residential homes in the Pacific Oak Residential Trust (as noted in slides 10 and 11), as well as an amortization schedule for future debts as of June 30, 2024. Information regarding transactions for the sale of the Park Highlands lands and the Lofts at NoHo property, including closing dates, the fact of their closing and income and cash flows to be generated from them are based on the aforementioned sale agreements and ongoing discussions with the buyers. The aforementioned information may not materialize should adverse changes impact the real estate market in the area in which the property is located, due to a failure of the conditional terms for closing the agreements to materialize, as well as due to the materialization of the risk factors set forth in Section 1.18 of Part A of Company’s 2023 Periodic Report. Information regarding potential sale transactions, further to those pertaining to the Park Highlands land, is based on information and calculations prepared by the Company as well as discussions with potential buyers which may not materialize or may only partially materialize due to changes in the economic environment in which Company’s properties are located and the materialization of the risk factors set forth in Section 1.18 of Part A of the 2023 Periodic Report. Information regarding the commencement of the lease of the 110 William tenant is based on the property lease agreement and progress in leasehold improvements undertaken on behalf of the tenant, as well as financial calculations prepared by the Company based on the aforementioned. The aforementioned may not materialize or may only partially materialize due to changes in the economic environment in which the property is located, delays in completing the leasehold improvements, and the materialization of the risk factors set forth in Section 1.18 of Part A of the 2023 Periodic Report. Information regarding projected and potential targets set by the Company for financing agreements as well as future amortization schedules in Company’s properties is based on the terms of the loan agreements, calculations prepared by the Company and ongoing discussions between the Company and lenders, and its experience in this field. The aforementioned may not materialize or may partially materialize should the aforementioned discussions with lenders fail to develop, due to adverse impacts of inflation trends and a higher Federal Funds Rate as noted in Section 1.6.8 of Part A of the 2023 Periodic Report, due to adverse changes in the real estate market in the area in which the properties are located and due to the materialization of the risk factors set forth in Section 1.18 of Part A of the 2023 Periodic Report.

 
3 About Pacific Oak Multifamily: 1180 Raymond Boulevard, Newark, NJ Pacific Oak Group was established by Keith Hall and Peter McMillan III. Its professional advisory company, Pacific Oak Capital Advisors, serves as advisor to Pacific Oak SOR (BVI) Holdings LTD (“the Company”), advisor to the Company’s parent Pacific Oak Strategic Opportunity REIT which is a public non-traded REIT in the U.S., and U.S. asset manager for Keppel Pacific Oak US REIT (“KORE”) which is a publicly traded REIT on the main board of the Singapore Exchange Securities Trading Limited (SGX-ST). The group has approximately $4 billion of real estate assets under management. Company Figures as of Q2-2024: Shareholder Equity: $655M Net Debt to Net Cap: 64.2%(1) Annualized NOI(2): $56.6M (Annualized NOI for consolidated investments) ; $59.6M (Annualized NOI including the Company’s share of unconsolidated joint venture properties) S&P Maalot Bond B and D rating is ilAA- , Bond C Rating ilAA (first position) Strong track record in the Israel Capital Market - The first bonds in the Israeli Market were issued more than 8 Years ago. The group has been a public (non-traded) REIT in the U.S since 2010. (1) Based on the Statement of Financial Position as of June 30, 2024, and the calculation methodology for the net debt to net cap ratio in the Series B bond indenture. (2) NOI is the Q2 2024 amount, annualized. Amounts are adjusted for the Company’s share of consolidated and unconsolidated joint venture properties.

 
4 The Group Regulatory Compliance (1) U.S. financial industry’s self-regulatory organization that regulates the activities of brokerage firms and stockbrokers. It is responsible for overseeing and enforcing compliance with U.S. securities laws and regulations, as well as promoting transparency and fairness in the U.S. financial industry. (2) A leading securities and derivatives exchange in Asia, based in Singapore. U.S. Securities and Exchange Commission (“SEC”) Pacific Oak Strategic Opportunity REIT Financial Industry Regulatory Authority (“FINRA”)(1) Pacific Oak Capital Markets Israel Securities Authority (“ISA”) Pacific Oak SOR (BVI) Holdings LTD Singapore Exchange Securities Trading Limited(2) Keppel Pacific Oak US REIT (“KORE”) Pacific Oak Group’s companies are subject to the oversight and rules of multiple regulatory bodies including:

 
5 Bond Coverage(1), as of June 30, 2024 % of Total June 2024 Value ($000’s)(2)Bond Coverage 4.1%$ 40,424 Cash & Cash Equivalents 3.7%39,014Restricted Cash(3) 0.8%8,598Equity Securities 8.6%$ 88,036Subtotal – Liquidity 24.8%$ 252,651Equity Value in Land Under Sale Contract(2), (4) 28.8%294,227Equity Value in Residential (SFR & Apartments)(2) 13.2%134,789Equity Value in 110 William(2) 24.4%249,089Equity Value in Office (Excl. 110 William)(2) 6.2%62,848Equity Value in Other Properties(2), (5) 97.4%$ 993,604Subtotal – Equity Value in Properties (6.0%)(61,482) Other Assets/(Liabilities), net (6) 100.0%$ 1,020,158Total – Bond Coverage Value (Owner’s Net Equity + Bonds Net) (1) Owner’s net equity plus bonds net, divided by bond principal. Figures are as of June 30, 2024, and do not reflect subsequent events like the Series D bond expansion in August 2024. (2) Using figures reflected in the Statement of Financial Position, including for Q&C Hotel which is carried in the Statement of Financial Position on a depreciated cost basis in accordance with International Financial Reporting Standards rather than fair value. Equity value in properties is calculated as the property value, less secured debt principal balance, adjusted for the Company’s share of joint venture properties. (3) Consists of $9.6 million reserve for the Series B principal amortization due in January 2025, $9.2 million reserve for Series B, C & D interest and expenses, $5.3 million for Park Highlands development obligations, and $14.9 million for other items including lender required reserves. (4) Represents the Park Highlands land, which is all under sale contract as of June 30, 2024. Of the Company’s approximately 517 developable acres of Park Highlands land, (i) approximately 122 developable acres is under a sale contract according to which the Company holds a $9.5 million non-refundable deposit and the expected closing is in October 2024 and (ii) approximately 395 developable acres (454 gross acres) is under a sale contract executed March 10, 2024 and according to which the expected closings are in November 2024 and November 2025 contingent upon satisfaction of certain conditions. (5) Reflects equity values of $28.4 million for 210 W. 31st Street (a redevelopment project in New York, NY), $21.2 million for the Richardson developable land, and $13.3 million for the Q&C Hotel. (6) Total of other assets and liabilities in the Statement of Financial Position, which, combined with the liquidity and equity values in properties presented previously, equals the bond coverage value (owner’s equity plus bond principal). The bond principal is paid in 3 equal payments between the years 2026-2024 Liquidity, $88,036 Equity in Land Under Sale Contract, $252,651 Equity in Residential Properties, $294,227 Equity in 110 William, $134,789 Equity in Offices (Excl. 110 William) $249,089 Equity in Other Properties, $62,848 Other Assets/(Liabilities), ($61,482) $377,391 ($100,000) $0 $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 $800,000 $900,000 $1,000,000 $1,100,000 $1,200,000 Bond Coverage Bond Principal Bond Coverage(1), as of June 30, 2024

 
6 Portfolio Strategic Shift, to SFR & Apartments(1) (1) Figures reflect the Company’s equity values, calculated for properties as property estimated fair value less secured debt principal and net of minority interests in consolidated and unconsolidated joint ventures. As of Sep. 30th, 2015 (the financial figures prior to the Bond A offering) As of June 30, 2024 The Company’s strategy is to continue this shift in the coming years. 13.4% 24.9% 29.4% 30.2% 1.3% 0.9%

 
C o m pa ny ’s D is po si tio n H is to ry 7 The Company’s strategies have been validated by its strong track record of realized value growth. The Company’s property sales have generated $436 million of profit relative to its cost basis, representing a 30% unlevered realized gain over the cost basis. Consistent with the prior years, the Company will continue in the future to sell properties when they have reached their potential. (1) Equals the sale price, net of seller concessions, without adjustment for joint venture partners’ share of joint ventures. Excludes selling costs and fees. (2) Equals the acquisition price (excluding acquisition costs and fees) plus capital expenditures and allocated cost for acquisitions of minority interests in joint ventures, without adjustment for joint venture partners’ share of joint ventures. Excludes depreciation recorded on the books. For Springmaid Beach Resort, the cost basis reflects the acquisition price paid to the third-party seller by Pacific Oak Strategic Opportunity REIT II (“SOR II”), not the purchase price allocation booked by the Company upon its merger with SOR II, so as to demonstrate the performance achieved by the Company’s Advisor. (3) Properties were sold prior to the Company’s initial bond offering on TASE in March 2016. (4) Reflects the sale of 11 properties to subsidiaries of Keppel-KBS US REIT, a then newly formed Singapore real estate investment trust (the “SREIT”) which was listed on the Singapore Stock Exchange. The SREIT has been renamed Keppel Pacific Oak US REIT. Successful Long Term Track Record in Value Creation Acquisition Disposition Sale Cost Basis Sale Price vs. Property Date Date Sq. Ft. Price, net (1) at Sale (2) Cost Basis Roseville (3) Jun-11 Multiple 113,341 7,989,000$ 6,022,930$ 1,966,070$ Richardson Portfolio (3 ) Nov-11 Multiple 293,887 38,592,133 25,983,292 12,608,841 Powers Ferry Landing (6151 & 6201 Bldgs) (3) Sep-12 Oct-13 246,475 18,540,128 11,856,283 6,683,845 Village Overlook (3) Aug-10 Aug-14 34,830 1,485,000 2,536,236 (1,051,236) 1635 N. Cahuenga (3) Aug-11 Mar-15 34,666 16,389,000 8,857,643 7,531,357 Academy Point (3) Nov-10 Sep-15 92,099 3,500,000 4,599,826 (1,099,826) 50 Congress Street (3 ) Jul-13 May-17 179,872 78,784,521 55,181,314 23,603,206 SREIT (11 Properties) (4) Multiple Nov-17 3,103,313 795,385,695 670,876,898 124,508,797 Central Building Jul-13 Jul-18 193,968 67,351,484 39,873,064 27,478,420 Westpark Portfolio May-16 Nov-18 782,035 166,424,343 144,668,958 21,755,386 Bedford Jan-14 Jan-19 49,220 43,786,766 41,415,046 2,371,720 Burbank Dec-12 Jul-19 39,035 25,900,000 18,806,736 7,093,264 125 John Carpenter Sep-17 Nov-19 445,317 99,557,239 88,900,923 10,656,316 City Tower Mar-18 Jul-21 435,177 146,889,055 163,657,096 (16,768,041) Springmaid Beach Resort Dec-14 Sep-22 N/A 91,000,000 69,521,367 21,478,633 Madison Square School Building Oct-17 May-23 31,842 6,400,000 2,623,240 3,776,760 Pacific Oak Residential Trust (274 Homes) Multiple Multiple N/A 37,158,285 31,544,767 5,613,518 Park Highlands Multiple Multiple N/A 235,122,102 56,874,617 178,247,485 Total 6,075,077 1,880,254,751$ 1,443,800,238$ 436,454,513$

 
8 Asset Sales & Financings, to Manage Liquidity The Company’s plan for property sales is as follows, though additional sales could be pursued including from Pacific Oak Residential Trust(1): (1) All of the Park Highlands land is under sale contract as of June 30, 2024. Of the approximately 517 developable acres, (i) approximately 122 developable acres is under a sale contract according to which the Company holds a $9.5 million non-refundable deposit and the expected closing is in October 2024 and (ii) approximately 395 developable acres (454 gross acres) is under a sale contract executed March 10, 2024 and according to which the expected closings are in November 2024 and November 2025 contingent upon satisfaction of certain conditions. (2) Using the FX rate of 3.6847 ILS/USD as of market close August 20, 2024 which was the most recent issue date of the Series D bonds. (3) Using the property values reflected in the Statement of Financial Position, except for Q&C Hotel which is carried in the Statement of Financial Position on a depreciated cost basis in accordance with International Financial Reporting Standards rather than fair value. Equity proceeds is calculated as the property value, less debt principal, adjusted for the Company’s share of joint venture properties and also for buyer deposits in the case of the Park Highlands land sales. Excludes selling costs and fees. The Company has approximately 81,200,000 ILS left to fund for the Series B payment due January 2025 ($22,037,000 USD (2)), following its successful Series D expansion in August 2024 (298,960,000 ILS par value), and then has 388,179,363 ILS due for the Series B payoff in January 2026 ($105,349,000 USD (2)) . The Company plans to generate liquidity over the remainder of 2024 and 2025 from (i) selling properties and/or partial interests therein, (ii) extending the maturing debt, and (iii) pursuing opportunities for new debt. 2024: 2025: TOTAL, 2024 & 2025: Equity Proceeds (3) Equity Proceeds (3) Equity Proceeds (3) (After Series C) (After Series C) (After Series C) (i) Under Sale Contract Park Highlands Village 2 (Est. Closings Nov. 2024 & Nov. 2025) (1) 45,300,000$ 72,800,000$ 118,100,000$ Park Highlands Village 1 PH 4 (Est. Closing Oct. 2024) (1) 43,000,000 - 43,000,000 Park Highlands Village 1 PH 4 Buyer Deposit Credit (1) (9,500,000) - (9,500,000) Lofts at NoHo Commons 21,600,000 - 21,600,000 Pacific Oak Residential Trust (47 Homes) 6,100,000 - 6,100,000 Subtotal - Under Sale Contract 106,500,000 72,800,000 179,300,000 (ii) Other Sales Planned for Second Half of 2024 51,200,000 - 51,200,000 (iii) Potential Sales Targets Office Properties - 100,000,000 100,000,000 Other Properties - 80,000,000 80,000,000 Subtotal - 180,000,000 180,000,000 TOTAL 157,700,000$ 252,800,000$ 410,500,000$

 
9 Park Highlands Land Sales Under Contract (1) The sales will close out an incredibly profitable and timely investment by the Company, which had acquired the large acreage via joint venture deals in 2011 and 2013 at the depths of the housing bust and then subsequently bought out its joint venture partners. At the time of the partner buyouts in 2016, the Company’s acquisition basis was just $68.4 million or $55K per estimated developable acre(2). Following is a history of the Park Highlands land sales, which sale proceeds are expected to total $492.3 million upon the final closing: All of the Park Highlands land is under sales contract as of June 30, 2024. The sales are currently expected to close in October 2024, November 2024, and November 2025 and to generate proceeds of $151.6 million before selling costs & fees and after the Series C required paydowns.(1) (1) Of the approximately 517 developable acres owned as of June 30, 2024, (i) approximately 122 developable acres is under a sale contract according to which the Company holds a $9.5 million non-refundable deposit and the expected closing is in October 2024 and (ii) approximately 395 developable acres (454 gross acres) is under a sale contract executed March 10, 2024 and according to which the expected closings are in November 2024 and November 2025. (2) Equals (i) the Company’s share of the joint venture purchase prices plus (ii) the joint venture partner buyout prices. Excludes acquisition costs and fees, land development and carrying costs, and other costs incurred since acquisition. Sales are contingent upon the satisfaction of certain conditions, including, among other things, the completion of due diligence period and the obtaining of required permits and entitlements from applicable municipal authorities regarding the Park Highlands’ future developments. The Company assumes, in case the Sale Transaction will be finalized, based on data in its possession as of the date of this report, taking into consideration the value of the remaining properties pledged unto Series C Debentures Holders and the exchange rate, net cash flows projected to be generated by the Company following the closing of the Sale Transaction (both installments) are projected to total approximately USD 112 million, and this following transaction costs and expenses while taking into consideration the portion of the proceeds of the Sale Transaction which shall be retained in the Series C Debentures’ Trust Account and/or the partial repayment of Series C Debentures to maintain compliance with the loan to collateral ratio on Series C Debentures, as noted in Section 6.1.1 (c) of Appendix 6.1 to the Deed of Trust. (3) Equals the sale price, net of seller concessions including those related to infrastructure costs which can vary significantly by land parcel. Excludes selling costs and fees. Disposition Sale Sale Price Parcels Date Acres Price (3) Per Acre (3) Sales Closed: Park Highlands Village 3 May-17 101.62 17,415,876 171,382 Park Highlands Village 3 South Feb-18 25.52 2,506,563 98,220 Park Highlands Village 4 Jul-18 82.97 19,268,850 232,239 Park Highlands West Oct-18 15.27 3,500,000 229,208 Park Highlands Village 1 PH 1 & 2 Jun-21 192.74 54,079,093 280,581 Park Highlands Casino Site Nov-22 66.86 52,086,511 779,038 Park Highlands Village 1 PH 3 First Closing Feb-23 71.43 36,655,303 513,164 Park Highlands Village 1 PH 3 Second Closing Oct-23 114.73 49,609,906 432,406 Total - Sales Closed as of Dec. 31, 2023 671.14 235,122,102 350,332 Sales Under Contract: Park Highlands Village 1 PH 4 (1) Oct-24 122.13 62,117,226 508,616 Park Highlands Village 2 First Closing (2 ) Nov-24 184.66 91,697,000 496,560 Park Highlands Village 2 Second Closing (2) Nov-25 210.81 103,403,000 490,514 Total - Sales Under Contract 517.60 257,217,226 496,942 Total - Sales Closed & Under Contract 1,188.74 492,339,328 414,169

 
10 110 William Update 640,000 SF LEASE SIGNED FOR 20 YEAR TERM WITH AA CREDIT-RATED TENANT (JUNE 2023), DEBT & EQUITY RESTRUCTURED (JULY 2023)  Lease brings the building occupancy up to essentially 100%.  Lease was the largest office lease signed in the market, year-to-date, as of lease signing on June 27, 2023.  Tenant to take occupancy gradually (in phases of approximately 200,000 SF each), as tenant improvements are completed. CONSTRUCTION IS ON SCHEDULE  Tranche A is expected to be delivered in January 2025, Tranche B in February 2025, and Tranche C in July 2025 (marking “substantial completion of the work”). Full occupancy in second half of 2025 is in line with original schedule.

 
11 110 William Recapitalization Economics Waterfall Returns Summary Assumptions: Sale Date: 3/31/27 Mos. from Est. Restructure: 48 Est. Restructure Closing: 4/30/23 Tier 1 - IRR Threshold 10.0% Tier 1 - Pac-Oak Split 100.0% Tier 2 - IRR Threshold 15.0% Tier 2 - Pac-Oak Split 75.0% Tier 3 - Pac-Oak Split 60.0% Cap Rate: 4.75% Gross Sale Price: 597,156,374 Net Purchase Price: 573,137,414 Cap Rate 4.50% 4.75% 5.00% 5.25% 5.50% 5.75% 6.00% Levered Cash Flows - Sale Proceeds: 257,853,962 Gross Sale Price 630,331,729 597,156,374 567,298,556 540,284,339 515,725,960 493,303,092 472,748,796 Levered Cash Flows - Cash Flows: 15,503,834 PSF 679 643 611 582 555 531 509 4.50% 4.75% 5.00% 5.25% 5.50% 5.75% 6.00% Distributable Gross Receipts 273,357,796 Distributable Gross Receipts 305,313,956 273,357,796 244,597,252 218,575,808 194,919,949 173,321,122 153,522,196 Pac-Oak: Pac-Oak: 4.50% 4.75% 5.00% 5.25% 5.50% 5.75% 6.00% Gross Receipts 235,331,989 Gross Receipts 255,704,041 235,331,989 216,997,142 199,831,523 182,089,629 165,890,508 151,041,314 % of Distr. Gross Receipts 86.1% % of Distr. Gross Receipts 83.8% 86.1% 88.7% 91.4% 93.4% 95.7% 98.4% Invested 104,500,000 Invested 104,500,000 104,500,000 104,500,000 104,500,000 104,500,000 104,500,000 104,500,000 4.50% 4.75% 5.00% 5.25% 5.50% 5.75% 6.00% Profit 130,831,989 Profit 151,204,041 130,831,989 112,497,142 95,331,523 77,589,629 61,390,508 46,541,314 4.50% 4.75% 5.00% 5.25% 5.50% 5.75% 6.00% IRR: 25.7% IRR 28.31% 25.72% 23.18% 20.59% 17.67% 14.74% 11.77% 4.50% 4.75% 5.00% 5.25% 5.50% 5.75% 6.00% MOIC: 2.25x MOIC 2.45x 2.25x 2.08x 1.91x 1.74x 1.59x 1.45x Invesco: Invesco: 4.50% 4.75% 5.00% 5.25% 5.50% 5.75% 6.00% Gross Receipts 38,281,818 Gross Receipts 49,865,926 38,281,818 27,856,120 19,000,295 13,086,331 7,686,624 2,736,892 % of Distr. Gross Receipts 14.0% % of Distr. Gross Receipts 16.3% 14.0% 11.4% 8.7% 6.7% 4.4% 1.8% Invested 86,740,060 Invested 85,739,763 85,739,763 85,739,763 85,739,763 85,739,763 85,739,763 85,739,763 Profit (48,458,242) Profit (35,873,837) (47,457,945) (57,883,642) (66,739,467) (72,653,432) (78,053,139) (83,002,870) IRR: N/A IRR: N/A N/A N/A N/A N/A N/A N/A MOIC: N/A MOIC: N/A N/A N/A N/A N/A N/A N/A Sensitivity Table - Gross Returns based on Cap Rate Scenarios DCAS 32 5,431 31 10,969 30 11,410 29 13,954 28 15,522 27 15,533 26 15,479 25 17,499 24 17,530 23 17,604 22 17,677 21 19,064 20 32,982 19 35,400 18 35,798 17 35,848 16 37,500 15 36,855 14 37,554 13 39,347 12 28,849 11 35,988 10 40,176 09 39,835 08 40,275 07 40,375 06 40,252 05 40,234 04 40,179 03 40,140 02 38,872 2200 ACS 17,67 7 RSF 2500 ACS 17 ,499 RSF 1200 ACS 28 ,849 RSF 0900 ACS 39 ,835 RSF 0400 ACS 40,179 RSF 0300 ACS 40,140 RSF 0200 ACS 38,872 RSF 1100 ACS 35 ,988 RSF 1000 ACS 40 ,176 RSF 0800 ACS 40,275 RSF 0700 ACS 40,375 RSF 0600 ACS 40,252 RSF 0500 ACS 40,234 RSF 1700 ACS 35,848 RSF 1600 NEW YORK CITY DEPT OF EDUCATION 37,500 RSF 37,500 LSF LXD: 1/31/2035 1500 NEW YORK C ITY DEPT OF EDUCATION 36,855 RSF 36,854 LSF LXD: 1/31/2025 1400 NEW YORK C ITY DEPT. OF EDUCATION 10,618 RSF 10,520 LSF LXD: 1/1/2035 1410 ACS 4,579 RSF 1420 INDEPENDENT BUDGET OFFICE 10,927 RSF 8,503 LSF LXD: 8/10/2026 1430 ACS 11,430 RSF 11,484 LSF LXD: 6/22/2040 2600 ACS 15,479 RSF 2300 ACS 17 ,604 RSF 2100 ACS 19,06 4 RSF 2005 ACS 32,982 RSF 32,982 LSF LXD: 6/22/2040 2400 HARDIN, KUNDLA, MCKEON, POLETTO, P.A 5,911 RSF 5,876 LSF LXD: 4/30/2026 2401 EBIQUITY, INC 7,503 RSF 7,564 LSF LXD: 4/30/2026 2402 ANDREW VELEZ CONSTRUCTION, INC 4,116 RSF 4,091 LSF LXD: 7/31/2026 1900 PACIFIC COLLEGE OF ORIENTAL MEDICINE 35,400 RSF 34,455 LSF LXD: 7/31/2029 1800 BRAC USA 5,715 RSF 5,755 LSF LXD: 11/30/2024 1801 ACS 8,942 RSF 1802 INSURANCE INFORMATION INSTITUTE 7,792 RSF 7,836 LSF LXD: 5/31/2025 18 03 ACS 4,461 RSF 1810 AKELIUS REAL ESTATE MGT 8,888 RSF 8,854 LSF LXD: 12/31/2025 31 00 PERSUS TELECOM/GTT 10,969 RSF 10,969 LSF LXD: 10/31/2026 32 00 EP ENG 5,431 RSF 4,825 LSF LXD: 2/29/2024 3000 ACS 11,410 RSF 2800 ACS 15,522 RSF 2900 ACS 13,954 RSF 2700 ACS 15,533 RSF 1300 ACS 39 ,347 RSF 39,347 LSF LXD: 6/22/2040 ‘’’’’’’’’’’’’’’’9 ’’’’’’’’’’’’’’’’’’’’’

 
12 Debt by Rate Type, as of June 30, 2024(1) Effective Interest Rate(2) % of Total Principal Balance ($000’s)(1) Rate Type 3.93%20.3%$ 205,685 Fixed-Rate Series B Bonds 9.00%9.4%95,377Fixed-Rate Series C Bonds 9.50%7.5%76,329Fixed-Rate Series D Bonds 4.05%21.3%216,814Fixed-Rate Secured Debt 5.88%14.1%143,189Floating-Rate Hedged 8.28%27.4%278,294Floating-Rate 6.32%100.0%$ 1,015,688Total Consolidated Debt Effective Interest Rate(2) % of Total Principal Balance ($000’s)(1) Rate Type 7.37%100.0%$ 248,669Floating-Rate Senior Debt 110 William Street Debt (Unconsolidated, Floating-Rate Hedged) 353 Sacramento Street Debt (Unconsolidated, Floating-Rate Hedged) Effective Interest Rate(2) % of Total Principal Balance ($000’s)(1) Rate Type 5.39%80.0%$ 89,600Floating-Rate Hedged Senior Debt 11.14%20.0%22,400Floating-Rate Hedged Mezzanine Debt 6.54%100.0%$ 112,000Total (1) Principal balances are as of June 30, 2024, and thus do not reflect the Series D bond expansion which closed in August 2024. Principal balances are not adjusted for the Company’s share, for the properties owned via joint ventures. (2) Effective interest rates reflect the impact of any hedges, and are as of June 30, 2024 (3) Hedges are interest rate caps which expire upon the underlying debt maturities. At expiration, the Company can enter into a new rate hedge, which would reflect the economics and rate curve in the market at that time. 72.6% of consolidated debt is fixed-rate debt or floating-rate debt that’s hedged(3), limiting the Company’s interest rate risk.

 
13 Debt by Property Type, as of June 30, 2024(1) Effective Interest Rate Loan-to-Value (LTV) % % of Total Principal Balance ($000’s)(1) Property Type 7.49%55.4%30.8%$ 313,054Office 4.90%53.5%29.8%303,178SFR & Apartments 8.84%59.9%2.2%22,065Hotel N/A0.0%0.0%-Land 6.31%43.3%62.8%$ 638,297Subtotal – Secured Debt 3.93%69.0%20.3%205,685Series B Bonds 9.00%69.0%9.4%95,377Series C Bonds 9.50%69.0%7.5%76,329Series D Bonds 6.32%69.0%100.0%$ 1,015,688Total – All Debt Consolidated Debt Unconsolidated Debt (assumes 100%) Effective Interest Rate Loan-to-Value (LTV) % % of Total Principal Balance ($000’s)(1) Property Type 7.37%61.0%68.9%$ 248,669110 William Street (Office) (100%) 6.54%114.1%31.1%112,000353 Sacramento Street (Office) (100%) 7.11%71.3%100.0%$ 360,669Subtotal – Secured Debt (100%) $ 272,742Company’s share of the unconsolidated Secured Debt 43.3% secured loan-to-value, for the consolidated debt. 63.0% net loan-to-value, for the consolidated debt.(2) (1) Principal balances are as of June 30, 2024, and thus do not reflect the Series D bond expansion which closed in August 2024. Principal balances are not adjusted for the Company’s share, for the properties owned via joint ventures. (2) Net loan-to-value ratio calculated as (i) total consolidated debt net of liquidity (total of cash and cash equivalents of $40.4 million, restricted cash of $39.0 million, and equity securities valued at $8.6 million), divided by (ii) total consolidated property value (investment properties plus property plant and equipment-hotels, net as reflected in the Statement of Financial Position). (3) Rates are partially offset with interest rate caps

 
14 Debt Maturities, as of June 30, 2024(1) (1) Using principal balances as of June 30, 2024, and thus do not reflect the Series D bond expansion which closed in August 2024. Assumes all contractual extension options are exercised. The extension options are subject to terms and conditions outlined in the loan documents, and there can be no guarantee that the debt will be extended to the fully extended maturity date. (2) Fully extended maturity date is in next twelve months, and no further extension option exists. The Company expects to modify the debt terms, refinance, or sell the property prior to the maturity date. For Lofts at NoHo, the property is currently under contract and the sale is scheduled to close in September 2024. However, there can be no guarantee as to these outcomes. (3) Richardson and Queen & Crescent Hotel loans are cross-collateralized, pursuant to the loan modifications in Q2 2024. (4) Bank of America portfolio loan is cross-collateralized by Oakland City Center, The Marq, and Park Centre (offices) as well as 1180 Raymond (apartment). The table above reflects a hypothetical allocation of the debt balance and repayment schedule to (i) offices and (ii) residential, based on each property’s relative value as of the loan origination date and for purposes of presenting the information by property type; in reality, the Bank of America portfolio loan documents do not contain any such allocation. (5) As of June 30, 2024, the borrower is not in compliance with the terms of the loan agreement required to extend its maturity date, and therefore the borrower intends to take steps to refinance it by the final maturity date, or reach understandings with the existing lender on extension of the loan term under conditions different from those in the current loan agreement. In parallel to the said, the borrower in cooperation with the lender, is considering the possibility of selling the property. Notwithstanding the aforementioned, there is no certainty that the loan shall indeed be refinanced or that its maturity date be extended. The Company is at all times studying the benefits of proposals given to it by existing and potential lenders with regard to the refinancing and extension of existing loan, and will act in its best interests so that these proposals benefit the Company, considering the amounts on offer and the general terms of the loan. (6) As part of the debt restructuring which closed in July 2023, the Company provided certain commitments to the lenders including a repayment guaranty and a capital commitment of $105.0 million. As of June 30, 2024, the outstanding amount to be paid under the capital commitment is $38.0 million. Current Fully Extended Maturity Maturity 2024 2025 2026 2027 2028 Thereafter Total Consolidated Office Debt: Madison Square (JV) Oct-24 Oct-29 55 219 219 219 219 19,561 20,493 Georgia 400 Center (2) Oct-24 Oct-24 39,966 - - - - - 39,966 Richardson (2), (3) Apr-25 Apr-25 68 12,049 - - - - 12,117 Crown Pointe Apr-25 Apr-27 - - - 54,738 - - 54,738 Lincoln Court Aug-25 Aug-28 - 187 450 450 32,023 - 33,110 Eight & Nine Corporate Centre Feb-26 Feb-29 - - 20,000 - - - 20,000 BofA Portfolio Loan (4) Sep-26 Sep-28 11,314 6,693 6,693 6,693 104,879 - 136,271 Subtotal 51,403 19,148 27,362 62,100 137,122 19,561 316,695 Unconsolidated Office Debt (at SOR Share): 353 Sacramento (JV) (5) Dec-24 Dec-26 - - 61,600 - - - 61,600 110 William (JV) (6) Jul-26 Jul-28 - - - - 211,142 - 211,142 Subtotal - - 61,600 - 211,142 - 272,742 Consolidated Residential Debt: Lofts at NoHo (JV) (2) Sep-24 Sep-24 68,451 - - - - - 68,451 Pacific Oak Residential Trust Oct-25 to April-26 Oct-25 to April-26 - 34,967 161,354 - - - 196,321 BofA Portfolio Loan (4) Sep-26 Sep-28 2,886 1,707 1,707 1,707 26,757 - 34,765 Subtotal 71,337 36,674 163,062 1,707 26,757 - 299,537 Other Debt: Queen & Crescent Hotel (JV) (2), (3) Apr-25 Apr-25 61 22,005 - - - - 22,065 Israeli Series B Bonds Jan-25 Jan-26 - 102,843 102,843 - - - 205,685 Israeli Series C Bonds Jun-26 Jun-26 - - 95,377 - - - 95,377 Israeli Series D Bonds Feb-27 Feb-29 - - - 25,443 25,443 25,443 76,329 Total - All Debt 122,801 180,669 450,243 89,250 400,463 45,004 1,288,431 Fully Extended Maturity Schedule (1)

 
15 Gross Profit by Property & Sector (1) Gross profit is measured for properties only, and excludes the dividend income from equity securities. Annualized regular dividend income currently expected from the equity securities is zero. (2) Reflects the Company’s interest in the joint ventures that own 110 William Street and 353 Sacramento, respectively. Rental income and expenses for these properties are included in equity in income (loss) of unconsolidated joint venture in the Company’s consolidated statements of operations. (3) Pro forma adjustment is made for the hotel because of the seasonal nature of its operations. Property Name City, State Property Type Q2 2024 Q1 2024 Q4 2023 Q3 2023 Annualized Q2 2024 Yr. Ending Q2 2024 Richardson Office Portfolio Richardson, TX Office 462$ 149$ 288$ 106$ 1,848$ 1,492$ Park Centre Austin, TX Office 376 440 462 446 1,502 1,866 Crown Pointe Dunwoody, GA Office 1,032 1,143 1,053 1,130 4,127 4,728 Marquette Plaza Minneapolis, MN Office 2,047 2,101 2,070 2,019 8,187 8,310 8 & 9 Corporate Centre Nashville, TN Office 1,519 1,412 1,554 1,346 6,074 5,600 Georgia 400 Center Alpharetta, GA Office 844 996 819 1,682 3,375 4,395 Lincoln Court Campbell, CA Office 504 537 716 616 2,016 2,917 Oakland City Center Oakland, CA Office 720 1,039 1,540 935 2,882 5,171 Madison Square (JV) Phoenix, AZ Office 175 266 (403) (112) 700 (87) Subtotal - Consolidated Office 7,678 8,081 8,099 8,168 30,711 34,391 1180 Raymond Newark, NJ Apartment 1,257 1,270 1,172 1,229 5,029 4,689 Lofts at NoHo Commons (JV) North Hollywood, CA Apartment 1,255 1,311 1,183 1,287 5,022 5,009 Subtotal - Apartment 2,513 2,580 2,355 2,515 10,050 9,698 Pacific Oak Residential Trust (PORT) Various Single-Family Rentals 3,474 4,174 2,322 4,556 13,897 16,253 Subtotal - SFR 3,474 4,174 2,322 4,556 13,897 16,253 Q&C Hotel (JV) New Orleans, LA Hotel 397 911 811 (133) 1,587 2,209 Subtotal - Hotel 397 911 811 (133) 1,587 2,209 110 William St. (2) New York, NY Office 317 (4) 1,194 (483) 1,267 3,171 353 Sacramento (2) San Francisco, CA Office 431 612 584 547 1,722 2,172 Subtotal - Unconsolidated Office 747 608 1,778 64 2,990 5,343 Adjustments for Other Properties, Incl. Sold Properties 60 (264) (892) (861) 239 (2,623) Subtotal - All Properties 14,868 16,091 14,473 14,310 59,474 65,271 Less: Minority Interest (106) (146) 2,734 68 (425) 3,171 Grand Total (Before Adjustments) 14,762$ 15,945$ 17,207$ 14,378$ 59,049$ 68,442$ Pro Forma Adjustments: (i) Adj. Q&C Hotel to Trailing Twelve Months ( 3) 559 - Grand Total (After Adjustments) 59,608$ 68,442$ Gross Profit ($000's) (1)

 
16 Portfolio Occupancy (1) Leased occupancy reflects actual leases signed, including leases that may not have commenced, as of the periods shown above. (2) The Company owns a 74% and 55% interest, respectively, in the joint ventures that own 110 William Street and 353 Sacramento. Rentable June 30, 2024 March 31, 2024 Dec. 31, 2023 Sep. 30, 2023 Jun. 30, 2023 Property Square Ft. Leased Leased Leased Leased Leased Property Name City, State Type June 30, 2024 Occupancy % (1) Occupancy % (1) Occupancy % (1) Occupancy % (1) Occupancy % (1) Richardson Office Portfolio Richardson, TX Office 428,030 55.9% 55.9% 55.9% 64.5% 64.6% Park Centre Austin, TX Office 205,096 54.8% 54.8% 54.8% 55.5% 58.5% Crown Pointe Dunwoody, GA Office 509,792 62.6% 62.6% 62.6% 63.8% 63.8% Marquette Plaza Minneapolis, MN Office 522,656 83.5% 83.5% 83.5% 90.2% 90.7% 8 & 9 Corporate Centre Nashville, TN Office 315,299 90.8% 90.8% 90.8% 90.3% 88.2% Georgia 400 Center Alpharetta, GA Office 429,768 66.6% 66.6% 66.6% 68.3% 65.8% Lincoln Court Campbell, CA Office 123,849 71.7% 71.7% 71.7% 70.1% 75.8% Oakland City Center Oakland, CA Office 368,565 60.8% 60.8% 60.9% 61.3% 61.8% Madison Square (JV) Phoenix, AZ Office 281,916 63.1% 63.1% 63.1% 48.6% 43.8% Subtotal - Consolidated Office 3,184,971 68.2% 68.2% 68.2% 69.5% 69.1% 1180 Raymond Newark, NJ Apartment 268,648 93.4% 97.5% 96.8% 92.7% 92.4% Lofts at NoHo Commons (JV) North Hollywood, CA Apartment 224,755 89.4% 92.8% 94.5% 91.1% 92.1% Subtotal Subtotal - Apartment 493,403 91.6% 95.3% 95.8% 92.0% 92.3% Pacific Oak Residential Trust (PORT) Various Single-Family Rentals 3,137,532 94.7% 94.0% 93.0% 94.5% 95.3% Subtotal - SFR 3,137,532 94.7% 94.0% 93.0% 94.5% 95.3% 110 William St. (Unconsolidated JV) (2) New York, NY Unconsolidated Office 928,157 100.0% 100.0% 100.0% 100.0% 100.0% 353 Sacramento Unconsolidated JV (2) San Francisco, CA Unconsolidated Office 284,751 47.0% 47.0% 47.0% 47.1% 47.3% Grand Total 8,028,814 82.9% 82.9% 82.5% 83.4% 83.6%

 
17 Assets Table, as of June 30, 2024 (1) Statement of Financial Position reflects these values for investment properties and investments in joint ventures, which are estimated fair values except for Q&C Hotel which is carried on a cost basis in accordance with International Financial Reporting Standards. (2) For further information and disclosures related to the debt, see slide 14.

 
18 Assets Table, as of June 30, 2024 (1) Statement of Financial Position reflects these values for investment properties and investments in joint ventures, which are estimated fair values except for Q&C Hotel which is carried on a cost basis in accordance with International Financial Reporting Standards. (2) For further information and disclosures related to the debt, see slide 14.

 
19 Assets Table, as of June 30, 2024 (1) Statement of Financial Position reflects these values for investment properties and investments in joint ventures, which are estimated fair values except for Q&C Hotel which is carried on a cost basis in accordance with International Financial Reporting Standards. (2) For further information and disclosures related to the debt, see slide 14. June 30, 2024 Shares Owned June 30, 2024 Market Value Keppel-Pacific Oak US REIT (SGX Ticker: CMOU) 64,165,352 8,598,157$ Per Share 0.13 Equity Securities, as of June 30, 2024

 
THANK YOU Office Multifamily Single Family Rentals Hotel Lands

 
v3.24.2.u1
Cover
Sep. 01, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 01, 2024
Entity Registrant Name PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.
Entity Incorporation, State or Country Code MD
Entity File Number 000-54382
Entity Tax Identification Number 26-3842535
Entity Address, Address Line One 11766 Wilshire Blvd.
Entity Address, Address Line Two Suite 1670
Entity Address, City or Town Los Angeles
Entity Address, State or Province CA
Entity Address, Postal Zip Code 90025
City Area Code 866
Local Phone Number 722-6257
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001452936
Amendment Flag false
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