0001193125-09-179793 Sample Contracts

FORM OF ADVISORY AGREEMENT between KBS STRATEGIC OPPORTUNITY REIT, INC. and KBS CAPITAL ADVISORS LLC August __, 2009
Advisory Agreement • August 21st, 2009 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • Delaware

This Advisory Agreement, dated as of August __, 2009 (the “Agreement”), is between KBS Strategic Opportunity REIT, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).

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AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • August 21st, 2009 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • Missouri

THIS AMENDED AND RESTATED ESCROW AGREEMENT (this “Agreement”) made and entered into as of this 1st day of August, 2009 by and among KBS Capital Markets Group, LLC, a California limited liability company (the “Dealer Manager”), KBS Strategic Opportunity REIT, Inc., a Maryland Corporation (the “Company”), UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”), amends and restates that certain Escrow Agreement dated June 23, 2009 by and among the Dealer Manager, the Company and the Escrow Agent (the “Original Escrow Agreement”).

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