PACIFIC OFFICE PROPERTIES TRUST, INC. UP TO 40,000,000 SHARES OF SENIOR COMMON STOCK DEALER MANAGER AGREEMENTDealer Manager Agreement • January 6th, 2010 • Pacific Office Properties Trust, Inc. • Real estate investment trusts • California
Pacific Office Properties Trust, Inc., a Maryland corporation (the “Company”), is registering $400,000,000 aggregate principal amount of shares of its Senior Common Stock, $0.0001 par value per share (the “Shares”), for sale to the public (the “Offering”), of which (i) $350,000,000 aggregate principal amount of Shares is intended to be offered pursuant to the primary offering and (ii) $50,000,000 aggregate principal amount of Shares is intended to be offered pursuant to the Company’s dividend reinvestment plan (the “DRIP”). The Company reserves the right to reallocate the Shares being offered between the primary offering and the DRIP. Except as described in the Prospectus (as defined in Section 1.1) or in Section 5.1 hereof, the Shares are to be sold pursuant to the primary offering for a cash price of $10.00 per Share and the Shares are to be sold pursuant to the DRIP for the higher of 95% of the estimated fair market value per share of the Shares or $10.00 per Share.
