KBS REAL ESTATE INVESTMENT TRUST, INC. Up to 280,000,000 Shares of Common Stock FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • December 12th, 2005 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • Maryland
ESCROW AGREEMENTEscrow Agreement • December 12th, 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
