0001193125-09-203517 Sample Contracts

FORM OF ADVISORY AGREEMENT between KBS STRATEGIC OPPORTUNITY REIT, INC. and KBS CAPITAL ADVISORS LLC October __, 2009
Advisory Agreement • October 5th, 2009 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • Delaware

This Advisory Agreement, dated as of October __, 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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SECOND AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • October 5th, 2009 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • Missouri

THIS SECOND AMENDED AND RESTATED ESCROW AGREEMENT (this “Agreement”) made and entered into as of this 5th day of October, 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 Amended and Restated Escrow Agreement dated August 1, 2009 by and among the Dealer Manager, the Company and the Escrow Agent (the “Prior Escrow Agreement”).

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