0001193125-09-246808 Sample Contracts

FORM OF ADVISORY AGREEMENT between KBS LEGACY APARTMENT COMMUNITY REIT, INC. and KBS CAPITAL ADVISORS LLC
Advisory Agreement • December 3rd, 2009 • KBS Legacy Apartment Community REIT, Inc. • Real estate investment trusts • Delaware

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

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FORM OF KBS LEGACY APARTMENT COMMUNITY REIT, INC. Up to 280,000,000 Shares of Common Stock DEALER MANAGER AGREEMENT
Dealer Manager Agreement • December 3rd, 2009 • KBS Legacy Apartment Community REIT, Inc. • Real estate investment trusts • California
FORM OF ESCROW AGREEMENT
Escrow Agreement • December 3rd, 2009 • KBS Legacy Apartment Community REIT, Inc. • Real estate investment trusts • Missouri

THIS ESCROW AGREEMENT (this “Agreement”) made and entered into as of this day of , 20__ by and among KBS Capital Markets Group, LLC, a California limited liability company (the “Dealer Manager”), KBS Legacy Apartment Community REIT, Inc., a Maryland corporation (the “Company”), and 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”).

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