SMRH:4867-3272-9957.9 -5- 062123 0003-000003 good and marketable title to the Membership Interest free and clear of all Liens. Other than the Membership Interest, Seller does not have (nor does any Affiliate thereof have) any right, title or interest...
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Exhibit 10.9 SMRH:4867-3272-9957.9 -1- 062123 0003-000003 MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (this “Agreement”) is made as of July 5, 2023 (“Effective Date”), by and between Pacific Oak SOR 110 Xxxxxxx XX, LLC (f/k/a KBS SOR 110 Xxxxxxx XX, LLC), a Delaware limited liability company (“Buyer”), and SREF III 110 Xxxxxxx XX, LLC, a Delaware limited liability company (“Seller”), and for purposes of Sections 2.1(d) and 3.11 hereof, Pacific Oak SOR SREF III 110 Xxxxxxx, LLC (f/k/a KBS SOR SREF III 110 Xxxxxxx, LLC), a Delaware limited liability company (the “Company”). Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Initially capitalized terms used but not defined herein have the meanings set forth in the Amended Original LLC Agreement (as defined in the recitals below). RECITALS WHEREAS, Buyer and Seller, as the sole initial members of the Company, entered into that certain Limited Liability Company Agreement of the Company, effective as of December 23, 2013 and amended pursuant to that certain First Amendment to the Limited Liability Company Agreement of the Company dated November 1, 2019 (collectively, the “Amended Original LLC Agreement”), and have remained the sole members of the Company until the Effective Date, with Buyer and Seller owning a 60% Percentage Interest and a 40% Percentage Interest, respectively; WHEREAS, 110 Xxxxxxx Property Investors III, LLC, a Delaware limited liability company (the “Property Owner”), is a subsidiary of the Company and owns the Property; WHEREAS, the Property Owner, as landlord, and The City of New York, a municipal corporation, as tenant, acting through the Department of Citywide Administrative Services, have entered into that certain Agreement of Lease (the “DCAS Lease”) dated on or about the Effective Date with respect to certain space in the building located at the Property; WHEREAS, the DCAS Lease will require the Property Owner to fund certain amounts of additional equity to construct certain tenant improvements and to pay certain leasing commissions in accordance with the terms of the DCAS Lease (the “DCAS Lease Equity”); WHEREAS, Seller has informed Buyer that it will not have the requisite funds available to fund its applicable portion (based on its Percentage Interest) of the DCAS Lease Equity and that it is willing to therefore sell to Buyer, and Buyer is willing to purchase from Seller its entire membership interest in the Company (the “Membership Interest”), as hereinafter provided; and WHEREAS, immediately following the consummation of the purchase and sale of the Membership Interest, the Company will admit Invesco CMI Investments 110 Xxxxxxx, LLC, a Delaware limited liability company (“Invesco”) as a member, and Buyer and Invesco will enter into an Amended and Restated Limited Liability Company Agreement of the Company dated as of the Effective Date in the form attached hereto as Exhibit A (as the same me be amended, restated, modified or supplemented in accordance with the terms thereof, the “A&R LLC Agreement”), which will supersede the Amended Original LLC Agreement, except as otherwise provided in this Agreement. SMRH:4867-3272-9957.9 -2- 062123 0003-000003 AGREEMENT NOW THEREFORE, in consideration of the premises and mutual covenants herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: ARTICLE 1 PURCHASE AND SALE OF MEMBERSHIP INTEREST 1.1 Purchase and Sale. Seller hereby sells, assigns, transfers and delivers to Buyer, and Buyer hereby purchases from Seller, the Membership Interest, free and clear of all liens, claims, encumbrances and restrictions (“Liens”). The purchase and sale of the Membership Interest shall be deemed effective as of 12:01 a.m. Eastern Time on the Effective Date (the “Effective Time”). 1.2 Purchase Price. As payment for the Membership Interest, Buyer shall pay to Seller (a) one dollar ($1.00), which Seller acknowledges that is has received from Seller concurrently herewith and (b) the Contingent Consideration (as defined below). 1.3 Contingent Consideration. (a) Amount. If at any time Buyer and its Affiliates collectively shall have received both an IRR Return of seventeen percent (17.0%) and an Equity Multiple of 2.0 (calculated with reference to Net Cash or repayment of any principal and interest received by Buyer and its Affiliates from the Company from and after the Effective Time in the form of Distributions (as defined below)) on the aggregate capital contributions to the Company that Buyer and its Affiliates have made from and after the Effective Time through the date of such calculation (taking into account, for avoidance of doubt, capital contributions made by Buyer and its Affiliates pursuant to any provision of the A&R LLC Agreement (including, without limitation, capital contributions made pursuant to a capital call or with the mutual agreement of Invesco)) or on the amount of any loan funded to the Company or any subsidiary (direct or indirect) thereof that Buyer and its Affiliates have made from and after the Effective Time through the date of such calculation (“Hurdle”), Buyer shall pay to Seller, as additional consideration for the Membership Interest (any and all such additional consideration, “Contingent Consideration”), ten percent (10.0%) of (x) all Net Cash received by Buyer and its Affiliates thereafter in the form of Distributions and (y) the net cash proceeds that Buyer and its Affiliates thereafter receive from the sale of their Interests to a third party and (z) any repayment of principal and interest. Each payment of Contingent Consideration shall be due within ten (10) Business Days (as defined in Section 4.2) after Buyer’s receipt of the distributions or proceeds, as applicable, giving rise to the obligation to pay the Contingent Consideration and shall be payable by wire transfer of immediately available funds to the account designated in writing by Seller to Buyer for such payment, provided, however, that should such payment of Contingent Consideration not be made within thirty (30) days following the conclusion of the fiscal quarter in which it became due, such amount shall accrue interest from and after such 30th day at the rate equal to ten percent (10%) of such amount per annum until paid to Seller. Notwithstanding anything contained herein to the contrary and for the avoidance of doubt, capitalized terms used in this Section 1.3(a) and not otherwise defined herein shall have the means ascribed to such terms in the Amended Original LLC Agreement. For purposes of this Section 1.3(a), the term “Distributions” means (a) distributions made pursuant to the A&R LLC SMRH:4867-3272-9957.9 -3- 062123 0003-000003 Agreement on account of Interests and (b) payments (other than as described in clause (a)) made for the purpose or which have the effect of eliminating, reducing or diverting the payment of the Contingent Consideration (but, for avoidance of doubt, in all events excluding (i) expense reimbursements, (ii) payments under the indemnification provisions of the A&R Agreement and (iii) payments for goods and services so long as such payments are on arm’s-length terms for bona fide goods and services). (b) Acknowledgements. Seller acknowledges and agree as follows: (i) Buyer’s actions and decisions as Managing Member may have an impact on the amount of Contingent Consideration; (ii) Buyer has no obligation as Managing Member to operate the Company in order to achieve or maximize Contingent Consideration, provided, however, Buyer shall not intentionally hinder or minimize the Contingent Consideration; (iii) Buyer owes no fiduciary duty or express or implied duty to Seller, it being agreed that the Parties intend the express provisions of Section 1.3(a) and this Agreement to govern their contractual relationship with respect to Contingent Consideration; (iv) there is no assurance that Seller will receive any Contingent Consideration; (v) the contingent rights to receive Contingent Consideration shall not be represented by any form of certificate or other instrument, is not transferable without Buyer’s prior written consent, does not constitute an equity or ownership interest in Buyer or the Company and Seller shall not have any rights as an equity holder of the Company as a result of such contingent right; and 1.4 Withholding. Notwithstanding anything herein to the contrary, Buyer and the Company shall be entitled to deduct and withhold from the consideration otherwise payable to Seller pursuant to this Agreement any amounts that it is required to deduct or withhold under applicable law; provided, however, that if Buyer or the Company believes that any such deduction or withholding is required, the applicable withholding Person shall use commercially reasonable efforts to provide Seller with written notice at least five (5) Business Days prior to withholding any amount pursuant to this Section 1.4 such that Seller shall have the opportunity to eliminate or reduce such deduction or withholding obligation by filing appropriate documentation or taking other appropriate action, and subject to their respective obligations under applicable Law, Buyer and the Company shall cooperate in good faith with Seller as necessary to eliminate or reduce such deduction or withholding, in each case, to the extent permitted under applicable Law. Any amounts so deducted or withheld and timely remitted to the appropriate governmental authority shall be treated for purposes of this Agreement as having been paid to Seller. Seller shall provide Buyer with any information reasonably necessary for Buyer to comply with any such deduction or withholding requirements and any associated reporting requirements under applicable Law (as defined in Section 2.1(b)). SMRH:4867-3272-9957.9 -4- 062123 0003-000003 ARTICLE 2 REPRESENTATIONS AND WARRANTIES 2.1 Buyer. Buyer represents and warrants to Seller, as of the Effective Time, as follows: (a) Authority and Enforceability. Xxxxx has all requisite power and authority, and has taken all action necessary, to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Xxxxx, and constitutes the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with its terms. (b) Violations. Neither the execution or delivery by Buyer of this Agreement nor the performance by Xxxxx of its obligations hereunder will (i) violate or constitute a default under any contract to which Buyer is a party or result in the imposition of a Lien on any of its properties or assets; or (ii) constitute a violation of any law, statute, ordinance, judgment, injunction, decree, writ, regulation, interpretation, rule or order of any court or governmental authority (any of the foregoing, “Law”). (c) No Brokers. Buyer has not become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Agreement. (d) No Allocation of Cancellation of Indebtedness Income. Buyer, in its capacity as the managing member of the Company, and the Company hereby agree that no cancellation of indebtedness income (as described in Section 108 of the Code) will be allocated to Seller due to the admission of Invesco as a member of the Company, except as otherwise required by a “determination” within the meaning of Section 1313 of the Code. (e) A&R LLC Agreement. Buyer has delivered to Seller a true, correct and complete copy of the A&R LLC Agreement and there are no amendments, modifications or supplements to the A&R LLC Agreement or the Amended Original LLC Agreement that have not been made available to Seller that would impact this Agreement or the Contingent Consideration. 2.2 Seller. Seller represents and warrants to Buyer, as of the Effective Time, as follows: (a) Authority and Enforceability. Seller has all requisite power and authority, and has taken all action necessary, to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Seller, and constitutes the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with its terms. (b) Violations. Neither the execution or delivery by Seller of this Agreement nor the performance by Seller of its obligations hereunder will (i) violate or constitute a default under any contract to which Seller is a party or result in the imposition of a Lien on any of its properties or assets; or (ii) constitute a violation of any Law. (c) Title to Membership Interest; No Other Interest. Seller owns the Membership Interest, free and clear of all Liens, and, upon the Effective Time, Buyer will acquire
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SMRH:4867-3272-9957.9 Signature Page to Membership Interest Purchase Agreement 062123 0003-000003 IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement as of the date first above written. “BUYER” PACIFIC OAK SOR 110 XXXXXXX XX, LLC (f/ka/ KBS SOR 110 XXXXXXX XX, LLC), a Delaware limited liability company By: PACIFIC OAK SOR ACQUISITION XXV, LLC (f/ka/ KBS SOR ACQUISITION XXV, LLC), a Delaware limited liability company, its sole member By: PACIFIC OAK SOR PROPERTIES, LLC (f/k/a KBS SOR PROPERTIES, LLC), a Delaware limited liability company, its sole member By: PACIFIC OAK SOR (BVI) HOLDINGS, LTD. (f/k/a KBS SOR (BVI) HOLDINGS, LTD.), a British Virgin Islands company limited by shares, its sole member By: PACIFIC OAK STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP (f/k/a KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP), a Delaware limited partnership, its sole shareholder By: PACIFIC OAK STRATEGIC OPPORTUNITY REIT (f/k/a KBS STRATEGIC OPPORTUNITY REIT, INC.) a Maryland corporation, its sole general partner By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx, Chief Financial Officer Address: Pacific Oak 000 Xxxxxxx Xxxxxx JV, LLC 0000 Xxxx Xxxxxx Xxxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxx Email: xxxxxxxxx@xxx-xxx.xxx SMRH:4867-3272-9957.9 Signature Page to Membership Interest Purchase Agreement 062123 0003-000003 “SELLER” SREF 110 XXXXXXX XX XXX, LLC, a Delaware limited liability company By: /s/ Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: Authorized Signatory Address: c/o Savanna 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxxxxxx Xxxxxxx and Xxxxxxx Xxxxx SMRH:4867-3272-9957.9 Signature Page to Membership Interest Purchase Agreement 062123 0003-000003 SOLELY FOR PURPOSES OF SECTIONS 2.1(D) AND 3.11: PACIFIC OAK SOR SREF III 110 XXXXXXX, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory SMRH:4867-3272-9957.9 -1- 062123 0003-000003 EXHIBIT A FORM OF A&R LLC AGREEMENT [attached]
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SMRH:4867-3272-9957.9 -2- 062123 0003-000003 EXHIBIT B FORM OF ASSET AND PROJECT MANAGEMENT AGREEMENT [attached]