0001193125-06-234595 Sample Contracts

ADVISORY AGREEMENT between KBS REAL ESTATE INVESTMENT TRUST, INC. and KBS CAPITAL ADVISORS LLC November 8, 2006
Advisory Agreement • November 14th, 2006 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • Delaware

This Advisory Agreement, dated as of November 8, 2006 (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”).

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ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • November 14th, 2006 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts

This Assignment and Assumption of Purchase Agreement (“Assignment”) is entered into between KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Assignor”), and KBS SOUTHPARK COMMERCE CENTER II, LLC, a Delaware limited liability company (“Assignee”), as of November 7, 2006 (“Effective Date”).

FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT
Real Estate Purchase and Sale Agreement • November 14th, 2006 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of October 13, 2006 by and between TRANSWESTERN SF PARTNERS I, L.P., a Delaware limited partnership (“Seller”), and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Purchaser”).

AMENDMENT NO. 3 TO ADVISORY AGREEMENT
Advisory Agreement • November 14th, 2006 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts

This amendment no. 3 to that certain Advisory Agreement dated as of November 8, 2005 (the “Advisory Agreement”) between KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered as of October 18, 2006 (the “Amendment”). This Amendment supersedes and replaces Amendment No. 2 to the Advisory Agreement dated as of August 8, 2006. Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.

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