0001580673-15-000023 Sample Contracts

LEASE (Springmaid Beach Resort)
Lease • March 26th, 2015 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts

THIS LEASE (this "Lease") is entered into as of December 30, 2014 (the "Effective Date") by and between IC Myrtle Beach LLC, a Delaware limited liability company ("Landlord") and an affiliate of KBS Strategic Opportunity REIT II, Inc., a Maryland corporation ("KBS SOR II") and IC Myrtle Beach Operations LLC, a Delaware limited liability company ("Tenant").

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COMPLETION GUARANTY (Secured Loan)
Completion Guaranty • March 26th, 2015 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • California

THIS COMPLETION GUARANTY (this “Guaranty”) is made as of December 30, 2014, by KBS SOR US PROPERTIES II LLC, a Delaware limited liability company (“Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its successors and assigns, “Lender”).

LIMITED LIABILITY COMPANY AGREEMENT OF KBS SOR II IC MYRTLE BEACH PROPERTY LLC
Limited Liability Company Agreement • March 26th, 2015 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • California

This LIMITED LIABILITY COMPANY AGREEMENT OF KBS SOR II IC MYRTLE BEACH PROPERTY LLC (this "Agreement"), is entered into effective as of November 14, 2014, by and between IC MYRTLE BEACH HOLDINGS LLC, a Delaware limited liability company (“JV Member”), and KBS SOR II MYRTLE BEACH JV, LLC, a Delaware limited liability company (“KBS” or “Managing Member”). JV Member and KBS may hereinafter be referred to herein collectively, as the "Members" or individually as a "Member." IC MYRTLE BEACH MANAGER LLC (“IC Manager”) has been appointed by KBS as the initial “Manager” of the Company pursuant to Section 2.01(b) below.

LOAN AGREEMENT between and
Loan Agreement • March 26th, 2015 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT (“Agreement”) is entered into as of December 30, 2014, by and between IC Myrtle Beach LLC, a Delaware limited liability company (“Borrower”), IC Myrtle Beach Operations LLC, a Delaware limited liability company (f/k/a IC Myrtle Beach TRS LLC) (“Operating Lessee”), and Wells Fargo Bank, National Association (“Lender”).

REINSTATEMENT OF AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 26th, 2015 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • South Carolina

THIS REINSTATEMENT OF AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Third Amendment”) is made this ___th day of November 2014 by and between LEROY SPRINGS & COMPANY, INC., a South Carolina not-for-profit corporation (“Seller”), and IC MYRTLE BEACH LLC, a Delaware limited liability company (“Buyer”).

MANAGEMENT AGREEMENT
Management Agreement • March 26th, 2015 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • New York

This Management Agreement (this "Agreement") is entered into as of December 30, 2014 (the "Effective Date") by and between IC Myrtle Beach Operations LLC, a Delaware limited liability company ("Owner"), and Doubletree Management LLC, a Delaware limited liability company ("Manager").

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 26th, 2015 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • South Carolina

THIS REINSTATEMENT OF AND SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Second Amendment”) is made this 24th day of October 2014 by and between LEROY SPRINGS & COMPANY, INC., a South Carolina not-for-profit corporation (“Seller”), and IC MYRTLE BEACH LLC, a Delaware limited liability company (“Buyer”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 26th, 2015 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • South Carolina

THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Fourth Amendment”) is made this 2nd day of December 2014 by and between LEROY SPRINGS & COMPANY, INC., a South Carolina not-for-profit corporation (“Seller”), and IC MYRTLE BEACH LLC, a Delaware limited liability company (“Buyer”).

LIMITED GUARANTY (Secured Loan)
Limited Guaranty • March 26th, 2015 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • California

THIS LIMITED GUARANTY (this “Guaranty”) is made as of December 30, 2014, by KBS SOR US PROPERTIES II LLC, a Delaware limited liability company (“Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its successors and assigns, “Lender”).

EQUITY CONTRIBUTION GUARANTY (Secured Loan)
Equity Contribution Guaranty • March 26th, 2015 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • California

THIS EQUITY CONTRIBUTION GUARANTY (this “Guaranty”) is made as of December 30, 2014, by KBS SOR US PROPERTIES II LLC, a Delaware limited liability company (“Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its successors and assigns, “Lender”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 26th, 2015 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • South Carolina

THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Fifth amendment”) is made this 9th day of December 2014 by and between LEROY SPRINGS & COMPANY, INC., a South Carolina not-for-profit corporation (“Seller”), and IC MYRTLE BEACH LLC, a Delaware limited liability company (“Buyer”).

PURCHASE AND SALE AGREEMENT
Management Agreement • March 26th, 2015 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • South Carolina

THIS ASSIGNMENT AND ASSUMPTION OF MANAGEMENT AGREEMENT (this “Assignment”) is made as of the _____ day of ______________, 2014 (the “Effective Date”), by and between LEROY SPRINGS & COMPANY, INC., a South Carolina not-for-profit corporation (“Seller”), and IC MYRTLE BEACH LLC, a Delaware limited liability company (“Buyer”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 26th, 2015 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • South Carolina

THIS REINSTATEMENT OF AND SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Sixth Amendment”) is made this ___ day of December 2014 by and between LEROY SPRINGS & COMPANY, INC., a South Carolina not-for-profit corporation (“Seller”), and IC MYRTLE BEACH LLC, a Delaware limited liability company (“Buyer”).

FIRST AMENDMENT TO
Purchase and Sale Agreement • March 26th, 2015 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • South Carolina

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “First Amendment”) is made this 17th day of October 2014 by and between LEROY SPRINGS & COMPANY, INC., a South Carolina not-for-profit corporation (“Seller”), and IC MYRTLE BEACH LLC, a Delaware limited liability company (“Buyer”).

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