0001193125-14-180254 Sample Contracts

FORM OF AMENDED AND RESTATED ADVISORY AGREEMENT between KBS STRATEGIC OPPORTUNITY REIT II, INC. and KBS CAPITAL ADVISORS LLC
Advisory Agreement • May 2nd, 2014 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • Delaware

This Amended and Restated Advisory Agreement, dated as of , 2014 (the “Agreement”), is between KBS Strategic Opportunity REIT II, 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 II, INC. Up to 180,000,000 Shares of Common Stock FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • May 2nd, 2014 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • Maryland
FORM OF ESCROW AGREEMENT
Escrow Agreement • May 2nd, 2014 • KBS Strategic Opportunity REIT II, Inc. • Real estate investment trusts • Missouri

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this day of , 2014 by and among KBS Capital Markets Group, LLC, a California limited liability company (the “Dealer Manager”), KBS Strategic Opportunity REIT II, 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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