AGREEMENT AND PLAN OF MERGER by and among: REVEN HOUSING REIT, INC., a Maryland corporation; SOR PORT HOLDINGS, LLC, a Maryland limited liability company, and SOR PORT, LLC, a Maryland limited liability company Dated as of August 30, 2019Merger Agreement • September 3rd, 2019 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into on August 30, 2019, by and among REVEN HOUSING REIT, INC., a Maryland corporation (the “Company”), SOR PORT HOLDINGS, LLC, a Maryland limited liability company (“Parent”), SOR PORT, LLC, a Maryland limited liability company and wholly-owned subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 8.14 hereof.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(2). Such excluded information is not material and would likely cause competitive harm if disclosed.Letter Agreement • September 3rd, 2019 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts
This letter agreement sets forth the commitment of KBS Strategic Opportunity REIT, Inc., a Maryland corporation (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, or cause the purchase of, directly or indirectly, equity securities of interests of SOR PORT HOLDINGS, LLC, a Maryland limited liability company (“Parent”). Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, SOR PORT, LLC, a Maryland limited liability company (“Merger Sub”), and Reven Housing REIT, Inc., a Maryland corporation (the “Company”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
