FORM OF SECOND AMENDED AND RESTATED ADVISORY AGREEMENT between KBS GROWTH & INCOME REIT, INC. and KBS CAPITAL ADVISORS LLC April , 2016Advisory Agreement • March 25th, 2016 • KBS Growth & Income REIT, Inc. • Real estate investment trusts • Delaware
This Advisory Agreement, dated as of April , 2016 (the “Agreement”), is between KBS Growth & Income REIT, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).
REAL ESTATE PROPERTY CO-MANAGEMENT AGREEMENTCo-Management Agreement • March 25th, 2016 • KBS Growth & Income REIT, Inc. • Real estate investment trusts • California
This Real Estate Property Co-Management Agreement (“Agreement”) is made as of March 9, 2016, between KBSGI VON KARMAN TECH, LLC, a Delaware limited liability company (“Owner”) acting through KBS CAPITAL ADVISORS, LLC, a Delaware limited liability company (“Owner’s Representative”) and KBS MANAGEMENT GROUP, LLC, a Delaware limited liability company (“Co-Manager”) with reference to the following facts:
KBS GROWTH & INCOME REIT, INC. Up to $2,300,000,000 in Shares of Common Stock DEALER MANAGER AGREEMENTDealer Manager Agreement • March 25th, 2016 • KBS Growth & Income REIT, Inc. • Real estate investment trusts • Maryland
AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • March 25th, 2016 • KBS Growth & Income REIT, Inc. • Real estate investment trusts • Missouri
THIS AMENDED AND RESTATED ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this 18th day of March, 2016 by and among KBS Capital Markets Group, LLC, a California limited liability company (the “Dealer Manager”), KBS Growth & Income 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”).
AMENDMENT NO. 5 TO THE AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • March 25th, 2016 • KBS Growth & Income REIT, Inc. • Real estate investment trusts
This amendment no. 5 to the Amended and Restated Advisory Agreement dated as of August 11, 2015 (the “Advisory Agreement”), between KBS Growth & Income REIT, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered into as of March 16, 2016 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.
