KBS REAL ESTATE INVESTMENT TRUST, INC. Up to 280,000,000 Shares of Common Stock FORM OF DEALER MANAGER AGREEMENTKBS Real Estate Investment Trust, Inc. • November 16th, 2005 • Real estate investment trusts • Maryland
ADVISORY AGREEMENT between KBS REAL ESTATE INVESTMENT TRUST, INC. and KBS CAPITAL ADVISORS LLC November 8, 2005Advisory Agreement • November 16th, 2005 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware
This Advisory Agreement, dated as of November 8, 2005 (the “Agreement”), is between KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).
FORM OF ESCROW AGREEMENTForm of Escrow Agreement • November 16th, 2005 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • California
KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), will issue in a public offering (the “Offering”) its common stock (the “Stock”) pursuant to a Registration Statement on Form S-11 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”). KBS Capital Markets Group LLC, a California limited liability company (the “Dealer Manager”), will act as dealer manager for the Offering. The Company is entering into this agreement with First Republic Trust Company (the “Escrow Agent”) to set forth the terms on which you, as Escrow Agent, will hold and disburse the proceeds from subscriptions from the purchase of Stock in the Offering until such time as: (i) in the case of subscriptions received from all persons not affiliated with the Company or its advisor, KBS Capital Advisors LLC (“Non-Affiliates”), other than from Pennsylvania Subscribers (as defined below), the Company has received subscriptions for Stock resulting
