WB Union Plaza Holdings LLC entered into a purchase and sale agreement to acquire Hines VAF UB Plaza, L.P. from KBS Real Estate Investment Trust II, Inc. (OTCPK:KBRS) for approximately $160 million on July 20, 2022. The purchase price is subject to prorations and adjustments. If WaterBridge Capital fails to complete the acquisition, KBS Real Estate may forfeit up to $7.5 million of earnest money. In certain circumstances, if Waterbridge fails to complete the acquisition, it may forfeit up to $10.5 million of earnest money. Waterbridge would be obligated to purchase Union Bank Plaza only after satisfaction of agreed upon closing conditions. The closing date is expected to be October 19, 2022. On October 14, 2022, KBS entered into an amendment to the Agreement with Waterbridge to extend the closing date to November 7, 2022. On October 31, 2022, Waterbridge further extended the closing date to November 15, 2022 and on November 9, 2022, Waterbridge exercised its final extension option and extended the closing date to November 30, 2022. On November 23, 2022, the Company entered into a second amendment to the Agreement with the Waterbridge Capital LLC to extend the closing date to December 15, 2022, and on December 9, 2022, the Company entered into a third amendment to the Agreement with the Waterbridge Capital LLC to extend the closing date to December 29, 2022. On December 29, 2022, the Company entered into a fourth amendment to the Agreement (the “Fourth Amended Agreement”) with the Waterbridge Capital LLC to extend the closing date to January 5, 2023. Pursuant to the Fourth Amended Agreement, if the sale closes by January 5, 2023, then the sale price for Union Bank Plaza is approximately$155 million less a credit towards the purchase price of $15 million, and less other closing credits and adjustments.

Subsequent to January 5, 2023, the company, through an indirect wholly owned subsidiary, and the purchaser further amended the agreement to extend the closing date, and on January 12, 2023, the company, through an indirect wholly owned subsidiary, entered into a fifth amendment to the agreement (the “fifth amended agreement”) with the purchaser to extend the closing date to January 31, 2023. Pursuant to the fifth amended agreement, if the sale closes by January 27, 2023, then the sale price for union bank plaza is $155.0 million less a credit towards the purchase price of $15.0 million, and less other closing credits and adjustments. If the sale closes by January 31, 2023, then the sale price for union bank plaza is $155.0 million less a credit towards the purchase price of $13.0 million, and less other closing credits and adjustments. There can be no assurance that the company will complete the sale of union bank plaza. The purchaser would be obligated to purchase union bank plaza only after satisfaction of agreed upon closing conditions. In certain circumstances, if the purchaser fails to complete the acquisition, it may forfeit up to $11.8 million of earnest money.

As of February 14, 2023, Waterbridge entered into a seventh amendment to the Agreement with the Purchaser to extend the closing date to February 21, 2023. Pursuant to the Seventh Amended Agreement, if the sale closes by February 21, 2023, then the sale price for Union Bank Plaza is $155.0 million less a credit towards the purchase price of $13.0 million, and less other closing credits and adjustments.

As of February 21, 2023, Waterbridge entered into an eighth amendment to the Agreement with the Purchaser to extend the closing date to February 28, 2023 in connection with agreement to fund a $0.3 million non-refundable extension fee which would be credited towards the purchase price upon closing. Pursuant to the Eighth Amended Agreement, if the sale closes by February 28, 2023, then the sale price for Union Bank Plaza is $155.0 million less a credit towards the purchase price of $13.0 million, and less other closing credits and adjustments. If the Purchaser fails to complete the acquisition, it may forfeit up to $12.3 million of earnest money, including the non-refundable extension fee.

As of March 1, 2023, Waterbridge entered into a ninth amendment to the Agreement with the Purchaser to extend the closing date to March 8, 2023 in connection with agreement to fund a $0.3 million non-refundable extension fee which would be credited towards the purchase price upon closing. Pursuant to the Ninth Amended Agreement, if the sale closes by March 8, 2023, then the sale price for Union Bank Plaza is $155.0 million less a credit towards the purchase price of $13.0 million, and less other closing credits and adjustments. If the Purchaser fails to complete the acquisition, it may forfeit up to $12.6 million of earnest money, including the non-refundable extension fee.