0001330622-13-000011 Sample Contracts

FOURTH OMNIBUS AMENDMENT TO
Purchase and Sale Agreements • March 13th, 2013 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • California

This Fourth Omnibus Amendment to Purchase and Sale Agreements (this “Amendment”) is entered into on January 17, 2013 by and between FIRST STATES INVESTORS 3300 B, L.P., a Delaware limited partnership, having an address c/o GKK Realty Advisors, LLC, 420 Lexington Avenue, 19th Floor, New York, NY 10170 (“Seller”), and NATIONAL FINANCIAL REALTY - WFB EAST COAST, LLC, a Delaware limited liability company, having an address c/o National Financial Realty, Inc., 21250 Hawthorne Boulevard, Suite 700, Torrance, CA 90503 (“Purchaser”).

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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 13th, 2013 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • Florida

This Purchase and Sale Agreement (this “Agreement”) is entered into this 6th day of November, 2012 (“Effective Date”), by and among First States Investors 3300 B, L.P. (“Seller”), and Purchaser (hereinafter defined). In consideration of the mutual agreements herein set forth, the parties hereto, intending to be legally bound, agree as follows.

FIRST AMENDMENT TO
Purchase and Sale Agreement • March 13th, 2013 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • California

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of November 6, 2012 (“Original Agreement”) the property located at 6646 W. Atlantic Avenue, Delray Beach, FL (“Property”); and

OMNIBUS AMENDMENT TO
Purchase and Sale Agreements • March 13th, 2013 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • California

This Omnibus Amendment to Purchase and Sale Agreements (this “Amendment”) is entered into on December 21, 2012 by and between FIRST STATES INVESTORS 3300 B, L.P., a Delaware limited partnership, having an address c/o GKK Realty Advisors, LLC, 420 Lexington Avenue, 19th Floor, New York, NY 10170 (“Seller”), and NATIONAL FINANCIAL REALTY - WFB EAST COAST, LLC, a Delaware limited liability company, having an address c/o National Financial Realty, Inc., 21250 Hawthorne Boulevard, Suite 700, Torrance, CA 90503 (“Purchaser”).

OMNIBUS AGREEMENT
Omnibus Agreement • March 13th, 2013 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • California

This Omnibus Agreement (this “Agreement”) is entered into this 6th day of November, 2012 (“Effective Date”), by and among First States Investors 3300 B, L.P., a Delaware limited partnership (“Seller”), National Financial Realty - WFB East Coast, LLC (“Purchaser”) and KBS REIT Properties, LLC, a Delaware limited liability company (“KBS1”) and KBS Debt Holdings LLC, a Delaware limited liability company (“KBS2”) (each a “Guarantor” and collectively, “Guarantors”).

FIRST AMENDMENT TO
Purchase and Sale Agreement • March 13th, 2013 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • California

This First Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into on December _____, 2012 by and between FIRST STATES INVESTORS 3300 B, L.P., a Delaware limited partnership, having an address c/o GKK Realty Advisors, LLC, 420 Lexington Avenue, 19th Floor, New York, NY 10170 (“Seller”), and NATIONAL FINANCIAL REALTY – WFB EAST COAST, LLC, a Delaware limited liability company, having an address c/o National Financial Realty, Inc., 21250 Hawthorne Boulevard, Suite 700, Torrance, CA 90503 (“Purchaser”).

FIFTH OMNIBUS AMENDMENT TO PURCHASE AND SALE AGREEMENT AND
Master Agreement • March 13th, 2013 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • California

This Fifth Omnibus Amendment to Purchase and Sale Agreement and First Amendment to Omnibus Agreement (this “Amendment”) is entered into on January 18, 2013 by and between FIRST STATES INVESTORS 3300 B, L.P., a Delaware limited partnership, having an address c/o GKK Realty Advisors, LLC, 420 Lexington Avenue, 19th Floor, New York, NY 10170 (“Seller”), on the one hand, and NATIONAL FINANCIAL REALTY - WFB EAST COAST, LLC, a Delaware limited liability company, having an address c/o National Financial Realty, Inc., 21250 Hawthorne Boulevard, Suite 700, Torrance, CA 90503 (“Assignor” and “Original Purchaser”) and NATIONAL FINANCIAL REALTY - EAST COAST PORTFOLIO I, LLC, a Delaware limited liability company, having an address c/o National Financial Realty, Inc., 21250 Hawthorne Boulevard, Suite 700, Torrance, CA 90503 (“Assignee” and “Purchaser”), on the other hand.

FIRST AMENDMENT TO
Purchase and Sale Agreement • March 13th, 2013 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • California

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of November 6, 2012 (“Original Agreement”) the property located at 113 S. Tennessee Avenue, Lakeland FL (“Property”); and

FIRST AMENDMENT TO AGREEMENT FOR SALE OF MEMBERSHIP INTERESTS
Closing Agreement • March 13th, 2013 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • New York

THIS FIRST AMENDMENT TO AGREEMENT FOR SALE OF MEMBERSHIP INTEREST (this “First Amendment”) is made as of the 6th day of November, 2012, by and between KBS ACQUISITION SUB-OWNER 2, LLC, a Delaware limited liability company (“Seller”), and GPT GIG BOA Portfolio Holdings LLC, a Delaware limited liability company (f/k/a BBD1 Holdings LLC) (“Company”). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

PURCHASE AND SALE AGREEMENT
Master Agreement • March 13th, 2013 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • California

This Second Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into on February 28, 2013 by and between FIRST STATES INVESTORS 3300 B, L.P., a Delaware limited partnership, having an address c/o GKK Realty Advisors, LLC, 420 Lexington Avenue, 19th Floor, New York, NY 10170 (“Seller”), NATIONAL FINANCIAL REALTY – WFB EAST COAST, LLC, a Delaware limited liability company, having an address c/o National Financial Realty, Inc., 21250 Hawthorne Boulevard, Suite 700, Torrance, CA 90503 (“Original Purchaser”), NATIONAL FINANCIAL REALTY- EAST COAST PORTFOLIO I, LLC, a Delaware limited liability company, having an address c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071 (“First Assignee”), and the entities listed on Exhibit A attached hereto (each entity, a “Second Assignee” or “Purchaser” and, collectively, “Purchasers”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 13th, 2013 • KBS Real Estate Investment Trust, Inc. • Real estate investment trusts • California

This Purchase and Sale Agreement (this “Agreement”) is entered into this 6th day of November, 2012 (“Effective Date”), by and among First States Investors 3300 B, L.P. (“Seller”), and Purchaser (hereinafter defined). In consideration of the mutual agreements herein set forth, the parties hereto, intending to be legally bound, agree as follows.

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