ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT



On January 18, 2018, KBS Growth & Income REIT, Inc. (the "Company"), through an
indirect wholly owned subsidiary (the "Commonwealth Borrower") entered into a
loan agreement (the "Commonwealth Loan Agreement") secured by the Commonwealth
Building in Portland, Oregon with the Metropolitan Life Insurance Company (the
"Commonwealth Lender"), an unaffiliated lender, for borrowings of up to $51.4
million (the "Commonwealth Building Mortgage Loan").

On December 20, 2022, the Commonwealth Borrower defaulted on the Commonwealth
Building Mortgage Loan as a result of a failure to pay the full amount of the
outstanding debt service due on the loan. Given the reduced rent and occupancy
by the building's tenants, operating income from the Commonwealth Building no
longer covers debt service payments on the mortgage loan. As previously
disclosed in the Company's periodic reports, downtown Portland, where the
Commonwealth Building is located, is experiencing record high office vacancies
due to the impact of the disruptions caused by protests and demonstrations and
increased crime in the downtown area and the decreased demand for office space
as employees continue to work from home, and it is uncertain when the market
will recover. The Commonwealth Building is currently valued at less than the
outstanding debt. Given the depressed office rental rates in downtown Portland
and the continued social unrest and increased crime in downtown Portland, the
Company does not anticipate any near-term recovery in value. The Commonwealth
Borrower may relinquish ownership of the property to the Commonwealth Lender in
a foreclosure transaction or other alternative to foreclosure in satisfaction of
the mortgage.

The outstanding amount of the Commonwealth Building Mortgage Loan is
approximately $45.7 million, bearing interest at a floating rate of 180 basis
points over one-month LIBOR (the "Interest Rate"), and is scheduled to mature in
February 2023. At September 30, 2022, the effective interest rate for the loan
was 4.73%. The Commonwealth Loan Agreement contains an acceleration clause
pursuant to which the Commonwealth Lender may, in the event of a default and
without notice, declare the outstanding loan balance immediately due and
payable. During the time the default exists, the Commonwealth Lender may charge
default interest at a rate of the Interest Rate, plus 4.0%. The loan is
non-recourse to the Company.

As discussed below, this transaction is not expected to have an impact on the
Company's net asset value as the Company's valuation of the assets of the
Commonwealth Borrower related to the Commonwealth Building net of the estimated
fair value of the loan and inclusive of other assets and liabilities,
effectively net to zero for the purposes of inclusion in the Company's estimated
value per share.

ITEM 8.01 OTHER EVENTS

Estimated Net Asset Value Per Share



On December 15, 2022, the board of directors of the Company approved an
estimated net asset value ("NAV") per share of the Company's common stock of
$1.16 based on the estimated value of the Company's assets less the estimated
value of the Company's liabilities, or NAV, divided by the number of shares
outstanding, all as of September 30, 2022. There have been no other material
changes between September 30, 2022 and the date of this filing that would impact
the overall estimated NAV per share. The Company is providing this estimated
value per share (i) to assist the Company in calculating the range of estimated
net proceeds from its proposed liquidation and dissolution (the "Plan of
Liquidation") as discussed in the Company's preliminary proxy statement filed
with the Securities and Exchange Commission ("SEC"), which proposed Plan of
Liquidation will be submitted to the stockholders of the Company for their
consideration along with the Company's definitive proxy statement upon its
filing with the SEC and (ii) to assist broker-dealers that participated in the
Company's now-terminated initial public offering in meeting their customer
account statement reporting obligations under Financial Industry Regulatory
Authority ("FINRA") Rule 2231. This valuation was performed in accordance with
the provisions of and also to comply with Practice Guideline 2013-01, Valuations
of Publicly Registered, Non-Listed REITs, issued by the Institute for Portfolio
Alternatives (formerly known as the Investment Program Association) ("IPA") in
April 2013 (the "IPA Valuation Guidelines").

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The Company's conflicts committee, composed solely of all of the Company's
independent directors, is responsible for the oversight of the valuation process
used to determine the estimated NAV per share of the Company's common stock,
including the review and approval of the valuation and appraisal process and
methodology used to determine the Company's estimated NAV per share, the
consistency of the valuation and appraisal methodologies with real estate
industry standards and practices, and the reasonableness of the assumptions used
in the valuations and appraisals. With the approval of the Company's conflicts
committee, the Company engaged Kroll, LLC (f/k/a Duff & Phelps) ("Kroll"), an
independent third-party real estate valuation firm, to provide a calculation of
the range in estimated NAV per share of the Company's common stock as of
September 30, 2022. Kroll based this range in estimated NAV per share upon (i)
appraisals performed by Kroll of three of the four real estate properties owned
by the Company as of September 30, 2022 (the "Appraised Properties"), (ii) a
valuation performed by KBS Capital Advisors, LLC (the "Advisor"), the Company's
external advisor, of the fourth real estate property owned by the Company as of
September 30, 2022, an office property located in Portland, Oregon (the
"Commonwealth Building"), and (iii) valuations performed by the Advisor, with
respect to the Company's cash, other assets, mortgage debt and other
liabilities, which are disclosed in the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 2022. The appraisal reports Kroll prepared
summarized the key inputs and assumptions involved in the appraisal of each of
the Appraised Properties. Kroll's valuation was designed to follow the
prescribed methodologies of the IPA Valuation Guidelines. The methodologies and
assumptions used to determine the estimated value of the Company's assets and
the estimated value of the Company's liabilities are described further below.

Upon the conflicts committee's receipt and review of Kroll's valuation report,
which included the appraised value of each of the Appraised Properties as noted
in the appraisal reports prepared by Kroll and a summary of the estimated value
of the Commonwealth Building and each of the Company's other assets and
liabilities, all as determined by the Advisor and reviewed by Kroll, and in
light of other factors considered by the conflicts committee and the conflicts
committee's own extensive knowledge of the Company's assets and liabilities, the
conflicts committee: (i) concluded that the range in estimated NAV per share of
$0.89 to $1.46, with an approximate mid-range value of $1.16 per share, as
indicated in Kroll's valuation report and recommended by the Advisor, which
approximate mid-range value was based on Kroll's appraisals of the Appraised
Properties and a valuation performed by the Advisor of the Commonwealth Building
as well as the Company's cash, other assets, mortgage debt and other
liabilities, was reasonable and (ii) recommended to the Company's board of
directors that it adopt $1.16 as the estimated NAV per share of the Company's
common stock. The Company's board of directors unanimously agreed to accept the
recommendation of the conflicts committee and approved $1.16 as the estimated
NAV per share of the Company's common stock, which determination is ultimately
and solely the responsibility of the Company's board of directors.

The table below sets forth the calculation of the Company's estimated NAV per
share as of December 15, 2022 as well as the calculation of the Company's prior
estimated NAV per share as of December 6, 2021. Kroll was not responsible for
establishing the estimated NAV per share as of December 15, 2022 or December 6,
2021, respectively.

                                              December 15, 2022           December 6, 2021              Change in
                                               Estimated Value            Estimated Value            Estimated Value
                                                  per Share                per Share (1)                per Share
Real estate properties (2)                  $            10.95          $           13.66          $          (2.71)
Cash, restricted cash and cash equivalents
(3)                                                       0.69                       0.80                     (0.11)

Other assets                                              0.05                       0.09                     (0.04)
Mortgage debt (4)                                        (9.28)                     (9.95)                     0.67
Other liabilities                                        (1.25)                     (1.22)                    (0.03)
Estimated NAV per share                     $             1.16          $            3.38          $          (2.22)
Estimated enterprise value premium                   None assumed               None assumed              None assumed
Total estimated NAV per share               $             1.16          $            3.38          $          (2.22)


_____________________

(1) The December 6, 2021 estimated value per share was based upon a calculation
of the range in estimated NAV per share of the Company's common stock as of
September 30, 2021 by Kroll and the recommendation of the Advisor. Kroll based
this range in estimated NAV per share upon appraisals of the Company's four real
estate properties performed by Kroll, and valuations performed by the Advisor
with respect to the Company's cash, other assets, mortgage debt and other
liabilities. For more information relating to the December 6, 2021 estimated
value per share and the assumptions and methodologies used by Kroll and the
Advisor, see the Company's Current Report on Form 8-K filed with the SEC on
December 10, 2021.

(2) The decrease in the estimated value of real estate properties per share was
primarily due to a decrease in the values of the real estate properties after
taking into consideration capital expenditures incurred. The decrease in the
values of the real estate properties is primarily due to (i) the Commonwealth
Building being valued at less than its mortgage debt as the Company is
projecting longer lease-up periods for the vacant office space as demand for
office space in Portland has significantly declined as a result of both the
impact of the disruptions caused by protests and demonstrations in the downtown
area and the COVID-19 pandemic, with employees continuing to work from home,
(ii) a property located in Houston, Texas where the COVID-19 pandemic added to
an already slumping oil and gas industry, resulting in increased vacancy and
expanding capitalization rates across the office marketplace, and (iii) a
property located in Chicago, Illinois where return to office has been slow,
resulting in increased vacancy and expanding capitalization rates across the
office marketplace.

(3) The decrease in the estimated value of cash, restricted cash and cash equivalents per share primarily relates to improvements to real estate properties.



(4) The decrease in the estimated value of mortgage debt per share was primarily
due to the valuation of the Commonwealth Building Mortgage Loan which was based
on the fair value of the real estate less estimated closing costs.

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The decrease in the Company's estimated value per share from the previous
estimate was primarily due to the items noted in the table below, which reflect
the significant contributors to the decrease in the estimated value per share
from $3.38 to $1.16. The changes are not equal to the change in values of each
asset and liability group presented in the table above due to changes in the
amount of shares outstanding, capital expenditures and related financings and
other factors, which caused the value of certain asset or liability groups to
change with no impact to the Company's fair value of equity or the overall
estimated value per share.

                                                                             Change in Estimated
                                                                               Value per Share
December 6, 2021 estimated value per share                                  $             3.38
Changes to estimated value per share
Real estate
Real estate                                                                              (2.73)
Capital expenditures on real estate                                                      (0.29)
Total change related to real estate (1)                                                  (3.02)

Modified operating cash flows in excess of distributions declared (2) 


              0.12
Notes payable (3)                                                                         0.66
Interest rate swaps                                                                       0.09
Deferral of asset management fee liability                                               (0.17)
Advisor advance forgiven (4)                                                              0.13
Other changes, net                                                                       (0.03)
Total change in estimated value per share                                                (2.22)
December 15, 2022 estimated value per share                                 $             1.16


_____________________

(1) Decrease is primarily due to a decrease in values of real estate properties
after taking into consideration capital expenditures incurred. The decrease in
the values of the real estate properties was primarily due to (i) the
Commonwealth Building being valued at less than its mortgage debt as the Company
is projecting longer lease-up periods for the vacant office space as demand for
office space in Portland has significantly declined as a result of both the
COVID-19 pandemic, with employees continuing to work from home, and the impact
of the disruptions caused by protests and demonstrations in the downtown area,
(ii) a property located in Houston, Texas where the COVID-19 pandemic added to
an already slumping oil and gas industry, resulting in increased vacancy and
expanding capitalization rates across the office marketplace, and (iii) a
property located in Chicago, Illinois where return to office has been slow,
resulting in increased vacancy and expanding capitalization rates across the
office marketplace.

(2) Modified operating cash flow reflects modified funds from operations
("MFFO") adjusted to add back the amortization of deferred financing costs and
deferral of asset management fee. The Company computes MFFO in accordance with
the definition included in the practice guideline issued by IPA in November
2010.

(3) The change in the notes payable fair value includes a $0.56 change related to the Commonwealth Building Mortgage Loan which was written down by $5.7 million to approximate the current value of the property.

(4) The Advisor has agreed to waive the advisor advance payable of $1.3 million that was due to the Advisor.



As with any valuation methodology, the methodologies used are based upon a
number of estimates and assumptions that may not be accurate or complete.
Different parties using different assumptions and estimates could derive a
different estimated NAV per share of the Company's common stock, and these
differences could be significant. In particular, due in part to our relatively
small asset base and the number of shares of our common stock outstanding, as
well as the substantial amount of leverage in the Company as a result of
decreased real estate values, even modest changes in key assumptions made in
appraising our real estate properties could have a very significant impact on
the estimated value of our shares.  See the discussion under "Real Estate - Real
Estate Valuation" below. The estimated NAV per share is not audited and does not
represent the fair value of the Company's assets less the fair value of the
Company's liabilities according to U.S. generally accepted accounting principles
("GAAP"), nor does it represent a liquidation value of the Company's assets and
liabilities or the price at which the Company's shares of common stock would
trade on a national securities exchange. The estimated NAV per share does not
reflect a discount for the fact that the Company is externally managed, nor does
it reflect a real estate portfolio premium/discount versus the sum of the
individual property values. The estimated NAV per share also does not take into
account estimated disposition costs and fees for real estate properties, debt
prepayment penalties that could apply upon the prepayment of certain of the
Company's debt obligations and the impact of restrictions on the assumption of
debt and should not be considered a liquidation value of the Company's assets
and liabilities. The Advisor has agreed to waive any disposition fees owed in
connection with asset sales pursuant to the Plan of Liquidation. In addition,
the Advisor has agreed to waive payment of its asset management fee as of
October 1, 2022 through liquidation. As of September 30, 2022, the Company had
no potentially dilutive securities outstanding that would impact the estimated
NAV per share of its common stock.

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The December 15, 2022 estimated value per share does not represent a liquidation
value of the Company's assets and liabilities. As discussed in the Company's
preliminary proxy statement filed on December 20, 2022 with the SEC, the board
of directors of the Company has determined that it is in the best interest of
the Company and its stockholders to sell all of the Company's properties and
assets and liquidate and dissolve the Company pursuant to the Plan of
Liquidation. The Plan of Liquidation requires the affirmative vote of holders of
shares of the Company's common stock entitled to cast a majority of all the
votes entitled to be cast on the Plan of Liquidation proposal.

If the Plan of Liquidation is approved by the stockholders, the Company
estimates that its net proceeds from liquidation and, therefore, the amount of
cash the stockholders would receive for each share of the Company's common stock
they then hold, could range between approximately $0.59 and $1.16 per share. The
difference between the estimated value per share and the range of estimated net
proceeds from liquidation reflects the fact that the estimated value per share
does not take into consideration: (i) expected third party closing costs related
to future dispositions of real estate investments and (ii) estimated corporate
costs and other expenses of the liquidation and dissolution of the Company not
covered from the Company's cash flow from operations.

Based on the estimated value per share as of December 15, 2022 and the estimated
costs and expenses of liquidating and dissolving the Company, including the
amortization of the fair value discount on notes payable, if the stockholders
approve the Plan of Liquidation, the Company estimates the range in net proceeds
from liquidation to be follows:

                                                                Low End of                High End of
                                                              Estimated Range           Estimated Range
Range in estimated value per share                          $           0.89          $           1.46
Estimated third party disposition costs per share                      (0.11)                    (0.11)
Estimated other liquidation costs per share                            (0.08)                    (0.08)
Amortization of fair value discount on notes payable                   (0.11)                    (0.11)

Range in estimated net proceeds from liquidation per share $ 0.59 $

           1.16


There are many factors that may affect the actual net proceeds from liquidation
and the amount of liquidating distributions per share, including, among other
things, the ultimate sale price of each asset, changes in market demand for
office properties during the liquidation process, the amount of taxes,
transaction fees and expenses relating to the liquidation and dissolution, and
unanticipated or contingent liabilities arising subsequent to the filing date of
the Company's definitive proxy statement. In addition, the continuing impact of
the COVID-19 pandemic, elevated market and economic volatility due to adverse
economic and geopolitical conditions, such as the war in Ukraine, concerns over
persistent inflation, rising interest rates and slowing economic growth, could
have material and adverse effects on our liquidating distributions. Further, due
to the substantial amount of leverage in the Company as a result of decreased
real estate values, the ultimate net proceeds from liquidation paid to
stockholders may be significantly impacted by small changes in real estate
values. No assurance can be given as to the amount of liquidating distributions
the Company will ultimately pay to its stockholders. If the Company has
underestimated its existing obligations and liabilities or if unanticipated or
contingent liabilities arise, the amount of liquidating distributions ultimately
distributed to its stockholders could be less than that set forth above. These
estimates will be based upon market, economic, financial and other circumstances
and conditions existing as of the date of the Company's definitive proxy
statement, and any changes in such circumstances and conditions during the
liquidation process could have a material effect on the ultimate amount of
liquidating distributions the Company pays to its stockholders.

Methodology



The Company's goal for the valuation was to arrive at a reasonable and
supportable estimated NAV per share, using a process that was designed to be in
compliance with the IPA Valuation Guidelines and using what the Company and the
Advisor deemed to be appropriate valuation methodologies and assumptions. The
following is a summary of the valuation and appraisal methodologies, assumptions
and estimates used to value the Company's assets and liabilities:

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Real Estate

Independent Valuation Firm



Kroll(1) was selected by the Advisor and approved by the Company's conflicts
committee and board of directors to appraise each of the Appraised Properties
and to provide a calculation of the range in estimated NAV per share of the
Company's common stock as of December 15, 2022. Kroll is engaged in the business
of appraising commercial real estate properties and is not affiliated with the
Company or the Advisor. The compensation the Company will pay to Kroll is based
on the scope of work and not on the appraised values of the Appraised
Properties. The appraisals were performed in accordance with the Code of Ethics
and the Uniform Standards of Professional Appraisal Practice, or USPAP, the real
estate appraisal industry standards created by The Appraisal Foundation, as well
as the requirements of the state where each real property is located. Each
appraisal was reviewed, approved and signed by an individual with the
professional designation of MAI (Member of the Appraisal Institute). The use of
the reports is subject to the requirements of the Appraisal Institute relating
to review by its duly authorized representatives.

Kroll collected all reasonably available material information that it deemed
relevant in appraising the Appraised Properties. Kroll obtained property-level
information from the Advisor, including (i) property historical and projected
operating revenues and expenses; (ii) property lease agreements; and (iii)
information regarding recent or planned capital expenditures. Kroll reviewed and
relied in part on the property-level information provided by the Advisor and
considered this information in light of its knowledge of each property's
specific market conditions.

In conducting its investigation and analyses, Kroll took into account customary
and accepted financial and commercial procedures and considerations as it deemed
relevant. Although Kroll reviewed information supplied or otherwise made
available by the Company or the Advisor for reasonableness, it assumed and
relied upon the accuracy and completeness of all such information and of all
information supplied or otherwise made available to it by any other party and
did not independently verify any such information. With respect to operating or
financial forecasts and other information and data provided to or otherwise
reviewed by or discussed with Kroll, Kroll assumed that such forecasts and other
information and data were reasonably prepared in good faith on bases reflecting
the best currently available estimates and judgments of the Company's management
and/or the Advisor. Kroll relied on the Company to advise it promptly if any
information previously provided became inaccurate or was required to be updated
during the period of its review.

In performing its analyses, Kroll made numerous other assumptions as of various
points in time with respect to industry performance, general business, economic
and regulatory conditions and other matters, many of which are beyond its and
the Company's control, as well as certain factual matters. For example, unless
specifically informed to the contrary, Kroll assumed that the Company had clear
and marketable title to each of the Appraised Properties, that no title defects
existed, that any improvements were made in accordance with law, that no
hazardous materials were present or had been present previously, that no deed
restrictions existed, and that no changes to zoning ordinances or regulations
governing use, density or shape were pending or being considered. Furthermore,
Kroll's analyses, opinions and conclusions were necessarily based upon market,
economic, financial and other circumstances and conditions existing as of or
prior to the date of the appraisals, and any material change in such
circumstances and conditions (including future financial market disruptions
related to the continuing impact of the COVID-19 pandemic, elevated market and
economic volatility due to adverse economic and geopolitical conditions, such as
the war in Ukraine, and concerns over persistent inflation, rising interest
rates and slowing economic growth) may affect Kroll's analyses and conclusions.
Kroll's appraisal reports contain other assumptions, qualifications and
limitations that qualify the analyses, opinions and conclusions set forth
therein. Furthermore, the prices at which the Appraised Properties may actually
be sold could differ from their appraised values.

_____________________



(1) Kroll is actively engaged in the business of appraising commercial real
estate properties similar to those owned by the Company in connection with
public securities offerings, private placements, business combinations and
similar transactions. The Company engaged Kroll to prepare appraisal reports for
each of the Appraised Properties and to provide a calculation of the range in
estimated NAV per share of the Company's common stock and Kroll will receive
fees upon the delivery of such reports and the calculation of the range in
estimated NAV per share of the Company's common stock. In addition, the Company
has agreed to indemnify Kroll against certain liabilities arising out of this
engagement. In the two years prior to the date of this filing, Kroll and its
affiliates have provided a number of commercial real estate, appraisal,
valuation and financial advisory services for the Company's affiliates and have
received fees in connection with such services. Kroll and its affiliates may
from time to time in the future perform other commercial real estate, appraisal,
valuation and financial advisory services for the Company and the Company's
affiliates in transactions related to the properties that are the subjects of
the appraisals, so long as such other services do not adversely affect the
independence of the applicable Kroll appraiser as certified in the applicable
appraisal report.

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Although Kroll considered any comments to its appraisal reports received from
the Company or the Advisor, the appraised values of the Appraised Properties
were determined by Kroll. The appraisal reports for the Appraised Properties are
. . .

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