Asset Acquisitions and Disposals::The Proposed Acquisitions of Bridge Crossing and 105 Edgeview in the USA

(a real estate investment trust constituted on 22 September 2017 in the Republic of Singapore)

(managed by Keppel Pacific Oak US REIT Management Pte. Ltd.)

PROPOSED ACQUISITIONS OF BRIDGE CROSSING IN NASHVILLE, TENNESSEE, AND

105 EDGEVIEW IN DENVER, COLORADO, IN THE USA

1. INTRODUCTION
2. 1. 
      Keppel Pacific Oak US REIT Management Pte. Ltd., as manager of Keppel Pacific Oak US REIT (the "Manager"), is pleased to announce that Keppel Pacific Oak US REIT ("KORE"), through its indirect wholly-owned subsidiaries, KORE Bridge Crossing, LLC and KORE 105 Edgeview, LLC, has entered into two purchase agreements (the "Purchase Agreements) with two unrelated third-party vendors, BOF TN 5301 Maryland LLC (the "Bridge Crossing Vendor") and 105 Edgeview Owner, LP (the "105 Edgeview Vendor" and together with the
      105 Edgeview Vendor, the "Vendors") respectively to acquire two office buildings, namely
   2. Bridge Crossing located in Nashville, Tennessee, United States of America ("Bridge Crossing"), and (b) 105 Edgeview located in Denver, Colorado, United States of America ("105 Edgeview" and together with Bridge Crossing, the "Properties" and each, the "Property") from the Vendors for an estimated aggregate purchase consideration of US$105.1 million (collectively, the "Acquisitions").
3. INFORMATION ON THE PROPERTIES

2.1 Bridge Crossing

Bridge Crossing is a newly refurbished freehold three-storey office building located in the

Brentwood submarket in Nashville. To enhance tenants' experience, the Property was renovated in 2017 to include new common areas and refurbishments were made to the building's lobby, elevator cabs and restrooms.

Bridge Crossing is situated among Nashville's most affluent neighbourhoods in Maryland

Farms, and close to myriad retail, dining and entertainment destinations. The Property is a 20-minute drive to Downtown Nashville and enjoys convenient access to the major interstate highway, Interstate 65, as well as major thoroughfares such as Franklin Road, Hillsboro Pike and Old Hickory Boulevard. Publicly traded companies including Tractor Supply Company, and those from the technology, as well as medical and healthcare sectors, have set up their headquarters in Maryland Farms.

Offering 199,194 square feet ("sq ft") of space, Bridge Crossing is currently 100% leased to two tenants from the technology sector. The property has a healthy weighted average lease expiry (WALE) of 5.7 years1 as at 30 June 2021. The anchor tenant, Comdata, occupies 93.2% of the Property's net lettable area, while the remaining space is occupied by Cognizant Technology Solutions, a global technology consulting company. The leases at

1 By net lettable area.

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Bridge Crossing offer visible organic growth, with an average built-in annual rental escalation of 2.7%.

Purchase Consideration	US$ 46.0 million(1)
Valuation	US$ 46.6 million(2)
NLA	199,194 sq ft
Land Tenure	Freehold
Year Built	1989 (refurbished in 2017)
Occupancy(3)	100%
Number of Tenants	2
Weighted Average Lease Expiry	5.7 years
("WALE") by NLA (as at 30 June
2021)
Pro forma NPI yield	7.8%

Notes:

1. Subject to the adjustments and prorations provided for under the purchase agreement with respect to the proposed acquisition of Bridge Crossing ("Bridge Crossing Purchase Agreement").
2. Based on the valuation report dated 26 July 2021 by JLL Valuation & Advisory Services, LLC ("JLL"), an independent property valuer.
3. Leased occupancy as at 30 June 2021.

2.2 105 Edgeview

Located in the Broomfield submarket in Denver, 105 Edgeview is a freehold asset and is one of the newest, highest quality office buildings in Northwest Denver. The Property has obtained the US Green Building Council's Leadership in Energy and Environmental Design

(LEED) Platinum certification, in recognition of its sustainable design features.

105 Edgeview is located in one of Metro Denver's premier office locations, Interlocken

Advanced Technology Campus, an advanced technology park that has a high concentration of top technology and telecommunications tenants, including Oracle and Ball Aerospace. The Property is near the highly travelled Denver-Boulder corridor and situated along the major highway route, US 36, providing tenants with easy access to downtown Denver and Boulder.

Offering 186,231 sq ft of space over four storeys, 105 Edgeview is currently 100% leased to eight tenants mainly from the technology and telecommunications sectors, with no expiring lease until 2023 and an average built-in annual rental escalation of 2.7%. As at 30 June 2021, the Property has a long WALE of 6.6 years. Its anchor tenant, Gogo Business Aviation, occupies a majority of the building and its lease will expire only in 2029, which will provide long-term income stability for KORE.

Purchase Consideration		US$ 59.1 million(1)
Valuation		US$ 59.1 million(2)
NLA		186,231 sq ft
Land Tenure		Freehold
Year Built		2012
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Occupancy(3)	100%
Number of Tenants	8
Weighted Average Lease Expiry	6.6 years
("WALE") by NLA (as at 30 June
2021)
Pro forma NPI yield	6.7%

Notes:

1. Subject to the adjustments and prorations provided for under the purchase agreement with respect to the proposed acquisition of 105 Edgeview ("105 Edgeview Purchase Agreement").
2. Based on the valuation report dated 26 July 2021 by JLL, an independent property valuer.
3. Leased occupancy as at 30 June 2021.

3. PRINCIPAL TERMS OF THE ACQUISITIONS

1. Valuation and Aggregate Purchase Consideration
   The aggregate purchase consideration ("Aggregate Purchase Consideration") payable for the Acquisitions is US$105.1 million, comprising US$59.1 million for 105 Edgeview and US$46.0 million for Bridge Crossing. The Aggregate Purchase Consideration was negotiated on a willing-buyer and willing-seller basis and is supported by independent valuations.
   The Manager and Perpetual (Asia) Limited, in its capacity as trustee of KORE have commissioned an independent property valuer, JLL, to value the Bridge Crossing Property and the 105 Edgeview Property respectively. JLL in its report dated 26 July 2021, stated that the open market value of the Bridge Crossing Property is US$46.6 million (based on a sales comparison and income approach) and JLL in its report dated 26 July 2021, stated that the open market value of the 105 Edgeview Property is US$59.1 million (based on a sales comparison and income approach).
2. Estimated Total Acquisition Cost
   The estimated total cost of the Acquisitions (the "Total Acquisition Cost") is approximately US$107.1 million, comprising:
3. 1. the Aggregate Purchase Consideration of approximately US$105.1 million;
   2. the acquisition fee of approximately US$1.1 million payable to the Manager for the Acquisitions pursuant to the trust deed dated 22 September 2017 (as amended) constituting KORE, which the Manager has elected to be paid in cash; and
   3. the estimated professional and other transaction fees and expenses incurred or to be incurred by KORE in connection with the Acquisitions of approximately US$0.9 million.
4. Principal Terms of Purchase Agreements
5. 1. Bridge Crossing Purchase Agreement
      The principal terms of the Bridge Crossing Purchase Agreement include the following:
   2. 1. customary provisions relating to the acquisition, including representations

and warranties;

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1. the Bridge Crossing Purchase Agreement is subject to conditions precedent, including but not limited:
2. 1. the Bridge Crossing Vendor not being in default of the Bridge Crossing Purchase Agreement;
   2. all representations and warranties by the Bridge Crossing Vendor are true and correct in all material respects on completion; and
   3. the Bridge Crossing Vendor providing a tenant estoppel certificate from each tenant;

1. 1. to the extent that the Bridge Crossing Vendor's obligations under the Bridge Crossing Purchase Agreement survive the closing, they will survive for nine months following the closing date, and the Bridge Crossing Vendor will not have any liability to the buyer for most breaches until the buyer's claims aggregate more than US$20,000, subject to a cap of US$750,000.
2. 105 Edgeview Purchase Agreement
   The principal terms of the 105 Edgeview Purchase Agreement include the following:
3. 1. customary provisions relating to the acquisition, including representations and warranties;
   2. the 105 Edgeview Purchase Agreement is subject to conditions precedent, including but not limited:
   3. 1. the 105 Edgeview Vendor not being in default of the 105 Edgeview Purchase Agreement; and
      2. all representations and warranties by the 105 Edgeview Vendor are true and correct in all material respects on completion; and
      3. the 105 Edgeview Vendor providing a tenant estoppel certificate from each tenant;
   4. to the extent that the 105 Edgeview Vendor's obligations under the 105 Edgeview Purchase Agreement survive the closing, they will survive for six months following the closing date, and the 105 Edgeview Vendor will not have any liability to the buyer for most breaches until the buyer's claims aggregate more than US$20,000, subject to a cap of US$700,000.

3.4 Structure of the Acquisitions and Transfer of the 105 Edgeview Purchase Agreement and Bridge Crossing Purchase Agreement

1. Bridge Crossing Purchase Agreement
   Pacific Oak Capital Advisors, LLC had previously entered into the Bridge Crossing Purchase Agreement with the Bridge Crossing Vendor. Under the terms of the Bridge Crossing Purchase Agreement the purchaser had until 12:59 p.m. on 29 July 2021 (Singapore time) (the "Bridge Crossing Relevant Time") to indicate whether it intends to complete the acquisition of Bridge Crossing. Pacific Oak Capital Advisors, LLC issued a notice to the Bridge Crossing Vendor that it intends to complete the acquisition of Bridge Crossing in the third quarter of 2021, pursuant to

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which it transferred the Bridge Crossing Purchase Agreement to a wholly-owned subsidiary of KORE, KORE Bridge Crossing, LLC prior to the Bridge Crossing Relevant Time.

3.4.2 105 Edgeview Purchase Agreement

Pacific Oak Capital Advisors, LLC had previously entered into the 105 Edgeview Purchase Agreement with the 105 Edgeview Vendor. Under the terms of the 105 Edgeview Purchase Agreement the purchaser had until 12:59 p.m. on 28 July 2021

(Singapore time) (the "105 Edgeview Relevant Time") to indicate whether it intends to complete the acquisition of 105 Edgeview. Pacific Oak Capital Advisors, LLC issued a notice to the 105 Edgeview Vendor that it intends to complete the acquisition of 105 Edgeview in the third quarter of 2021, pursuant to which it transferred the 105 Edgeview Purchase Agreement to a wholly-owned subsidiary of KORE, KORE 105 Edgeview, LLC prior to the 105 Edgeview Relevant Time.

4. RATIONALE FOR AND BENEFITS OF THE ACQUISITIONS

The Manager believes that the Acquisitions will bring the following key benefits to Unitholders:

4.1 Deepen Presence in Key Growth Markets Driven by Tech and Innovation, which will Enhance Income Resilience

The Acquisitions will reinforce KORE's focus on the fast-growing tech sector in key growth markets which are poised to benefit from population migration and suburbanisation trends.

• Nashville and Denver are two of the six new favourite "boomtowns" for the country's young talent pool in a trend that researchers are calling "the Great American Move". 2
• Known as 18-hour Cities, Nashville and Denver are highly coveted destinations due to their lifestyle, culture and employment opportunities. Besides Nashville and Denver, other 18-hour cities include Seattle and Austin, where KORE has presence in.

The Manager believes the Properties' tech-focused tenancies will provide income resilience with curated exposure to the fast-growing tech sector, which is best placed to benefit from post-pandemic disruption.

• As at 30 June 2021, both Bridge Crossing and 105 Edgeview are 100% and 84.6% leased (by cash rental income ("CRI")) respectively to tenants in the fast-growing and highly defensive tech sectors.
• These include (a) Comdata, an anchor tenant at Bridge Crossing, which is part of the Fleetcor Group, a leading global business payment firm listed on the New York Stock Exchange, (b) Gogo Business Aviation, an anchor tenant at 105 Edgeview, which is listed on NASDAQ and the world's largest provider of broadband connectivity services for the business aviation market, as well as (c) CesiumAstro Inc., Blue Horseshoe Solutions, Inc and Cognizant Technology Solutions, other significant tech sector tenants at Bridge Crossing and 105 Edgeview.

2 Source: Emerging trends in Real Estate 2021 by PwC and the Urban Land Institute (ULI).

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