0001193125-10-053967 Sample Contracts

AMENDED AND RESTATED ADVISORY AGREEMENT between KBS STRATEGIC OPPORTUNITY REIT, INC. and KBS CAPITAL ADVISORS LLC March 11, 2010
Advisory Agreement • March 11th, 2010 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • Delaware

This Amended and Restated Advisory Agreement, dated as of March 11, 2010 (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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KBS STRATEGIC OPPORTUNITY REIT, INC. Up to 140,000,000 Shares of Common Stock DEALER MANAGER AGREEMENT November 20, 2009
Selected Dealer Agreement • March 11th, 2010 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • Maryland

KBS Strategic Opportunity REIT, Inc., a Maryland corporation (the “Company”), has registered for public sale 140,000,000 shares of its common stock, $.01 par value per share (the “Shares”), of which 40,000,000 Shares are intended to be offered pursuant to the Company’s dividend reinvestment plan (the “DRP”). The Company desires for KBS Capital Markets Group LLC (the “Dealer Manager”) to act as its agent in connection with the offer and sale of the Shares to the public (the “Offering”).

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