0001193125-10-004578 Sample Contracts

FORM OF ADVISORY AGREEMENT between KBS LEGACY PARTNERS APARTMENT REIT, INC. and KBS CAPITAL ADVISORS LLC
Advisory Agreement • January 12th, 2010 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts • Delaware

This Advisory Agreement, dated as of ___________, 2010 (the “Agreement”), is between KBS Legacy Partners Apartment 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 ESCROW AGREEMENT
Form of Escrow Agreement • January 12th, 2010 • KBS Legacy Partners Apartment 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 Partners Apartment 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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