Set-Off Agreement Amendment among certain subsidiaries of the Company, certain subsidiaries of the Purchaser in the Portfolio Sale and the parties named therein, dated July 17, 2019

We refer to the set-off agreement (the "Set-Off Agreement") dated 27 June 2019 entered into between the parties to this letter. Capitalised terms in this letter which are not otherwise defined herein shall bear the meanings ascribed to them in the Set-Off Agreement.

in relation to recital (K) of the Set-Off Agreement, KBS REIT Properties Ill LLC and its affiliates shall, at no time, own more than 33.3% (instead of 26.0%) of the units in Prime US REIT;

in relation to clauses 2.1 and 2.2 of the Set-Off Agreement, the "Relevant Amount", which is the subject of set-off against the purchase consideration under the Sale and Purchase Agreement, shall be US$270,999,519, which is the aggregate amount due from KBS REIT Properties Ill LLC pursuant to the Subscription Agreement and for its subscription of 79,545,000 units in Prime US REIT via the placement tranche; and

in relation to clause 2.2 of the Set-Off Agreement, upon receipt by the Vendor of the purchase price (as stated in the Sale and Purchase Agreement) less the Relevant Amount, the Manager (i) shall discharge KBS REIT Properties Ill LLC from, and have no further claim against, KBS REIT Properties Ill LLC in respect of the payment of the subscription amounts due from KBS REIT Properties Ill LLC for the subscription of the units in Prime US REIT under the Subscription Agreement; and (ii) acknowledges and agrees that the payment of the subscription amounts due from KBS REIT Properties Ill LLC for the subscription of the units in Prime US REIT under the placement tranche shall be fully satisfied.

This letter is governed by, and shall be construed in accordance with, the laws of Singapore, and each party to this letter irrevocably submits to the non-exclusive jurisdiction of the courts of Singapore.

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

This letter may only be amended or supplemented in writing signed by or on behalf of each of the parties hereto.

The provisions of Clause 3.12 of the Set-Off Agreement shall apply, mutatis mutandis, as if expressly incorporated herein.