Set-Off Agreement among certain subsidiaries of the Company, certain subsidiaries of the Purchaser in the Portfolio Sale and the parties named therein, dated June 27, 2019

This Agreement is made on 27 June 2019 between:

It is agreed as follows:

“this Agreement” means this set-off agreement made between the Parties on the date hereof as time to time amended, modified or supplemented and any document which is supplemental hereto;

“Business Day” means any day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are generally open for business in Singapore and the SGX-ST is open for trading;

“Investor” means KBS REIT Properties III LLC;

“Lower-Tier U.S. LLC” means Prime US-Lower Tier, LLC;

“Manager” means KBS US Prime Property Management Pte. Ltd., as manager of Prime US REIT;

“Middle-Tier U.S. LLC” means Prime US-Middle Tier, LLC;

“New Units” means the Subscription Units (as defined in the Subscription Agreement) in Prime US REIT for which the Investor is subscribing for under the Subscription Agreement;

“Notice” has the meaning given to it in Clause 3.2;

“Parent US REIT” means Prime US-Sub REIT, Inc.;

“Parties” means the parties to this Agreement;

“Prime US REIT” means Prime US REIT, a collective investment scheme authorised by the Monetary Authority of Singapore and constituted pursuant to a deed of trust dated 7 September 2018, as amended, varied or supplemented from time to time;

“Purchaser” or “Property Holding LLCs” means the buyer parties identified in Exhibit A attached hereto;

“Relevant Amount” has the meaning given to it in Clause 2;

“RPS Subscription Agreement” has the meaning given to it in Recital (A);

“Sale and Purchase Agreement” has the meaning given to it in Recital (I);

“Set-Off” has the meaning given to it in Clause 2;

“SGX-ST” means Singapore Exchange Securities Trading Limited;

“SSUB1” means Prime US REIT S1 Pte. Ltd.;

“Subscription Agreement” has the meaning given to it in Recital (J);

“Transactions” means the various transactions described in Recitals (A) to (J);

“Trustee” means DBS Trustee Limited (in its capacity as trustee of Prime US REIT);

“Upper-Tier U.S. LLC” means Prime US-Upper Tier, LLC; and

“Vendor” means the seller parties identified in Exhibit A attached hereto.

The headings of this Agreement are inserted for reference only and shall be ignored in construing this Agreement. Unless the context otherwise requires, words (including words defined in this Agreement) denoting the singular shall include the plural and vice versa. The words “written” and “in writing” include any means of visible reproduction. References to this Agreement include any recitals and references to “Clauses” are to clauses of this Agreement. Any reference to a sub-clause is a reference to a sub-clause of the clause in which such reference appears. References to dates and times are to Singapore dates and times.

In consideration of the mutual promises and obligations contained herein, the receipt and adequacy of which is hereby acknowledged, each of the Parties agree to the following.

This Agreement will be binding on and ensure to the benefit of the Parties and their respective successors and assigns except that no Party may, without the prior written consent of the other Parties, assign any of their rights or obligations under this Agreement.

Any notice or other communication in connection with this Agreement will be in writing in English (a “Notice”) and will be sufficiently given or served if delivered or sent to the following addresses or electronic mail addresses of the Parties or to such other address or fax number as the relevant Party may have notified to the other Parties in accordance with this Clause 3.2:

Any Notice may be delivered by hand or, sent by electronic mail or prepaid post (airmail in the case of international service). Without prejudice to the foregoing, any Notice will conclusively be deemed to have been received on the next Business Day in the place to which it is sent, if sent by electronic mail, or 72 hours from the time of posting, if sent by post, or at the time of delivery, if delivered by hand.

No variation of this Agreement will be effective unless in writing and signed by or on behalf of all Parties.

No remedy conferred to a Party is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy will be cumulative and will be in addition to every other remedy given under this Agreement or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by a Party will not constitute a waiver by such Party of the right to pursue any other available remedies.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of this Agreement.

If any term in this Agreement will be held to be illegal, invalid or unenforceable, in whole or in part, under any applicable law, such term or part will to that extent be deemed not to form part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement will not be affected.

This Agreement constitutes the entire agreement between the Parties in respect of the set-off arrangement to the exclusion of all prior representations, understandings and agreements between the Parties. Any variation of the terms of this Agreement must be in writing and signed by the Parties.

This Agreement will be governed by, and construed in accordance with, the laws of Singapore, and each Party irrevocably submits to the non-exclusive jurisdiction of the courts of Singapore.

This Agreement may be executed in any number of counterparts, each of which, when executed and delivered (whether in original or electronic mail copy), will be an original, but all the counterparts together will constitute one and the same document.

Each Party undertakes with the other Parties that it will execute such documents and do such acts and things as the other Parties may reasonably require for the purpose of giving to such other Parties the full benefit of the terms of this Agreement.

Save as otherwise expressly provided in this Agreement, each Party will bear its own legal, professional and other costs and expenses incurred by it in connection with the negotiation, preparation or completion of this Agreement.

Notwithstanding any contrary provision in this Agreement, the Parties agree and acknowledge that DBS Trustee Limited (“DBST”) is entering into this Agreement only in its capacity as trustee of Prime US REIT and not in its personal capacity and all references to the Trustee in this Agreement shall be construed accordingly.

As such, notwithstanding any contrary provision in this Agreement, DBST has assumed all obligations under this Agreement in its capacity as trustee of Prime US REIT and not in its personal capacity and any liability of or indemnity, covenant, undertaking, representation and/or warranty given or to be given by the Trustee under this Agreement is given by DBST in its capacity as trustee of Prime US REIT and not in its personal capacity and any power and right conferred on any receiver, attorney, agent and/or delegate shall be limited to the assets of Prime US REIT over which DBST in its capacity as trustee of Prime US REIT has recourse and shall not extend to any personal or other assets of DBST or any assets held by DBST as trustee for any trust (other than Prime US REIT). Any obligation, matter, act, action or thing required to be done, performed or undertaken or any covenant, representation, warranty or undertaking given by the Trustee under this Agreement shall only be in connection with the matters relating to Prime US REIT and shall not extend to DBST’s obligations in respect of any other trust or real estate investment trust of which DBST is trustee. Notwithstanding any contrary provision in this Agreement, it is hereby agreed and acknowledged that the Trustee’s obligations under this Agreement will be

solely the corporate obligations of the Trustee and there shall be no recourse against the shareholders, directors, officers or employees of the Trustee for any claims, losses, damages, liabilities or other obligations whatsoever in connection with any of the transactions contemplated by this Agreement. For the avoidance of doubt, any legal action or proceedings commenced against the Trustee whether in Singapore or elsewhere pursuant to this Agreement shall be brought against DBST in its capacity as trustee of Prime US REIT and not in its personal capacity. This Clause 3.12 shall survive the termination or rescission of this Agreement. This Clause 3.12 shall apply, mutatis mutandis, to any notice, certificate or other document which the Trustee issues under or pursuant to this Agreement, as if expressly set out in such notice, certificate or document.