0001631256-16-000057 Sample Contracts

REAL ESTATE PROPERTY CO-MANAGEMENT AGREEMENT
Co-Management Agreement • August 11th, 2016 • KBS Growth & Income REIT, Inc. • Real estate investment trusts • California

This Real Estate Property Co-Management Agreement (“Agreement”) is made as of June 18, 2016, between KBSGI 421 SW 6th AVENUE, 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:

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GUARANTY OF RECOURSE OBLIGATIONS
Guaranty of Recourse Obligations • August 11th, 2016 • KBS Growth & Income REIT, Inc. • Real estate investment trusts • Oregon

This GUARANTY OF RECOURSE OBLIGATIONS ("Guaranty") is executed as of June 30, 2016, by KBSGI REIT PROPERTIES, LLC, a Delaware limited liability company ("Guarantor"), in favor of METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation ("Lender"), with reference to the following facts:

PURCHASE AND SALE AGREEMENT (Commonwealth Building, Portland, Oregon)
Purchase and Sale Agreement • August 11th, 2016 • KBS Growth & Income REIT, Inc. • Real estate investment trusts

• Property operating statements for the most recent full calendar year (2015) and for the current year to date with break out in quarterly intervals.

SECOND AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • August 11th, 2016 • KBS Growth & Income REIT, Inc. • Real estate investment trusts

This amendment no. 1 to the Second Amended and Restated Advisory Agreement dated as of April 28, 2016 (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 June 28, 2016 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.

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