0001482430-11-000017 Sample Contracts

KBS REAL ESTATE INVESTMENT TRUST III , INC. Up to 280,000,000 Shares of Common Stock AMENDED AND RESTATED DEALER MANAGER AGREEMENT August 10, 2011
Dealer Manager Agreement • August 11th, 2011 • KBS Real Estate Investment Trust III, Inc. • Real estate investment trusts • Maryland

This Amended and Restated Dealer Manager Agreement amends, restates and replaces in full that certain Dealer Manager Agreement dated October 26, 2010 by and between the Company and the Dealer Manager.

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AMENDMENT NO. 2 TO THE ADVISORY AGREEMENT
Advisory Agreement • August 11th, 2011 • KBS Real Estate Investment Trust III, Inc. • Real estate investment trusts

This amendment no. 2 to the amended and restated Advisory Agreement dated as of January 21, 2011, as amended on May 6, 2011 (the “Advisory Agreement”), between KBS Real Estate Investment Trust III, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered as of June 24, 2011 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.

AMENDMENT NO. 4 TO THE ADVISORY AGREEMENT
Advisory Agreement • August 11th, 2011 • KBS Real Estate Investment Trust III, Inc. • Real estate investment trusts

This amendment no. 4 to the amended and restated Advisory Agreement dated as of January 21, 2011, as amended on May 6, 2011, June 24, 2011 and July 8, 2011 (the “Advisory Agreement”), between KBS Real Estate Investment Trust III, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered as of August 10, 2011 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.

AMENDMENT NO. 1 TO THE ADVISORY AGREEMENT
Advisory Agreement • August 11th, 2011 • KBS Real Estate Investment Trust III, Inc. • Real estate investment trusts

This amendment no. 1 to the amended and restated Advisory Agreement dated as of January 21, 2011 (the “Advisory Agreement”) between KBS Real Estate Investment Trust III, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered as of May 6, 2011 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.

LOAN AGREEMENT BY AND BETWEEN JP ABERDEEN PARTNERS, LP, a Delaware limited partnership (“Borrower”) AND KBS DEBT HOLDINGS III, LLC, a Delaware limited liability company (As “Agent” and a “Lender”) AND the Other Lenders Now or Hereafter Parties Hereto
Loan Agreement • August 11th, 2011 • KBS Real Estate Investment Trust III, Inc. • Real estate investment trusts

THIS LOAN AGREEMENT (this “Agreement”) is made as of June 23, 2011, by and among (i) KBS DEBT HOLDINGS III, LLC, a Delaware limited liability company (hereinafter sometimes referred to as "Agent" and sometimes as "KBS"), as a Lender and in its capacity as Agent for itself and for each of the other Lenders who are now or who hereafter become parties to this Agreement, (ii) each of the Lenders, including Agent, named on the execution pages hereof and such other Lenders as may from time to time become a party to this Agreement pursuant to the terms hereof, and (iii) JP ABERDEEN PARTNERS, LP, a Delaware limited partnership (“Borrower”).

AMENDMENT NO. 3 TO THE ADVISORY AGREEMENT
Advisory Agreement • August 11th, 2011 • KBS Real Estate Investment Trust III, Inc. • Real estate investment trusts

This amendment no. 3 to the amended and restated Advisory Agreement dated as of January 21, 2011, as amended on May 6, 2011 and June 24, 2011 (the “Advisory Agreement”), between KBS Real Estate Investment Trust III, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered as of July 8, 2011 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.

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