SECOND AMENDMENT TO SUBORDINATED PROMISSORY NOTES

THIS SECOND AMENDMENT TO SUBORDINATED PROMISSORY NOTES (this “Second Amendment”) is made and entered into as of December 31, 2015, by and among the undersigned holders (the “Holders”) of certain subordinated promissory notes issued by Pacific Office Properties, L.P., a Delaware limited partnership (the “Maker”), and the Maker.

WHEREAS, each of the Holders is the holder of the subordinated promissory note or notes issued by the Maker described on Exhibit A hereto (each, a “Note” and collectively, the “Notes”);

WHEREAS, certain of the Notes were previously amended by that certain Amendment to Subordinated Promissory Notes, dated as of February 6, 2014, by and among the Holders and the Maker, and each of the Notes was amended or further amended by that certain Amendment to Subordinated Promissory Notes, dated as of March 10, 2015, by and among the Holders and the Maker;

WHEREAS, each of the Holders and the Maker desire to further amend certain provisions of the Notes, as hereinafter set forth;

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants hereinafter contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.    Maturity. The first sentence of paragraph 3(a) or 3(i), as applicable, of each Note is hereby deleted in its entirety and replaced with the following:

“Subject to the further provisions of this Section 3, the “Maturity Date” shall be the earlier to occur of (x) December 31, 2016, and (y) the date as of which the Maker has fully satisfied, or is released from, any and all liability (actual, contingent or otherwise) under that certain Indemnification Agreement dated as of September 2, 2009 between the Maker and Shidler Equities L.P., a Hawaii limited partnership (as the same has been or may be amended, restated, supplemented, modified or extended from time to time).”

2.    Full Force and Effect. Except as expressly modified and amended hereby, each Note shall continue in full force and effect and, as thus modified and amended, is hereby ratified, confirmed and approved.

3.    Amendment Not Novation. The changes and modifications made to each Note by this Second Amendment constitute amendments to such Note and are not a novation of such Note.

4.    Counterparts. This Second Amendment may be executed in counterparts which, taken together, shall constitute a single instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as of the date first above written.

By:    /s/ Lawrence J. Taff            

Name:    Lawrence J. Taff

Title:    Chief Executive Officer

By:    /s/ Lawrence J. Taff            

Name:    Lawrence J. Taff

Title:    Vice President

By:    /s/ Lawrence J. Taff            

Name:    Lawrence J. Taff

Title:    Vice President

By:    /s/ Lawrence J. Taff            

Name:    Lawrence J. Taff

Title:    Vice President

By:    /s/ Jay H. Shidler        

Name:    Jay H. Shidler

Title:     Vice President

By:    /s/ Lawrence J. Taff            

Name:    Lawrence J. Taff

Title:    Vice President

By:    /s/ Jay H. Shidler        

Name:    Jay H. Shidler

Title:     President

By:    /s/ James C. Reynolds        

Name:    James C. Reynolds

Title:     ______________

By:    /s/ James R. Ingebritsen            

Name:    James R. Ingebritsen

Title:    Managing Member

By:    /s/ Matthew J. Root            

Name:    Matthew J. Root

Title:    Managing Member

Lawrence J. Taff

By:    /s/ Lawrence J. Taff            

Name:    Lawrence J. Taff

Title:    Vice President

By:    /s/ Lawrence J. Taff            

Name:    Lawrence J. Taff

Title:    Vice President

By:    /s/ Lawrence J. Taff            

Name:    Lawrence J. Taff

Title:    Vice President

By:    /s/ Lawrence J. Taff            

Name:    Lawrence J. Taff

Title:    Vice President