KBS Real Estate Investment Trust, Inc. Sample Contracts

KBS Real Estate Investment Trust, Inc. – PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONSBY AND BETWEENKBS CLAYTON PLAZA, LLC(“Seller”)ANDFRANKLIN PARTNERS, LLC(“Buyer”) (November 14th, 2017)

THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “Agreement”) is made and entered into as of September 8, 2017, between KBS CLAYTON PLAZA, LLC, a Delaware limited liability company (“Seller”), and FRANKLIN PARTNERS, LLC, an Illinois limited liability company (“Buyer”), with reference to the following:

KBS Real Estate Investment Trust, Inc. – FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (August 10th, 2017)

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “First Amendment”) is made as of the 20th day of June, 2017, by and between KBS TYSONS DULLES PLAZA, LLC, a Delaware limited liability company (“Seller”), and TDP OWNER, L.L.C., a Delaware limited liability company (“Buyer”). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

KBS Real Estate Investment Trust, Inc. – PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS BY AND BETWEEN (August 10th, 2017)
KBS Real Estate Investment Trust, Inc. – ADVISORY AGREEMENT between KBS REAL ESTATE INVESTMENT TRUST, INC. and KBS CAPITAL ADVISORS LLC November 8, 2016 (March 28th, 2017)

This Advisory Agreement, dated as of November 8, 2016 (the “Agreement”), is between KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).

KBS Real Estate Investment Trust, Inc. – FIRST AMENDMENT TO SECOND AMENDED AND RESTATED ASSET MANAGEMENT SERVICES AGREEMENT (March 28th, 2017)

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED ASSET MANAGEMENT SERVICES AGREEMENT (this “First Amendment”) is made as of November 17, 2016, by and between KBS ACQUISITION SUB, LLC, a Delaware limited liability company (the “Company”), and GPT REALTY MANAGEMENT LP, a Delaware limited partnership (successor-in-interest to GKK Realty Advisors LLC, a Delaware limited liability company) (“Manager”).

KBS Real Estate Investment Trust, Inc. – FIRST AMENDMENT TO ACCOUNTING/CONSTRUCTION SERVICES AGREEMENT (March 28th, 2017)

THIS FIRST AMENDMENT TO ACCOUNTING/CONSTRUCTION SERVICES AGREEMENT (this “First Amendment”) is made as of November 17, 2016, by and between KBS ACQUISITION SUB, LLC, a Delaware limited liability company (the “Company”), and GKK REALTY ADVISORS LLC, a Delaware limited liability company (“Manager”).

KBS Real Estate Investment Trust, Inc. – KBS REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT (January 31st, 2017)

KBS Real Estate Investment Trust, Inc., a Maryland corporation, having its principal office in Baltimore, Maryland (which is hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

KBS Real Estate Investment Trust, Inc. – AMENDED AND RESTATED SHARE REDEMPTION PROGRAM Adopted January 27, 2017 (January 27th, 2017)

The board of directors of KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), has adopted an Amended and Restated Share Redemption Program (the “SRP”), the terms and conditions of which are set forth below. Capitalized terms shall have the same meaning as set forth in the Company’s charter unless otherwise defined herein.

KBS Real Estate Investment Trust, Inc. – ADVISORY AGREEMENT between KBS REAL ESTATE INVESTMENT TRUST, INC. and KBS CAPITAL ADVISORS LLC November 8, 2016 (November 14th, 2016)

This Advisory Agreement, dated as of November 8, 2016 (the “Agreement”), is between KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).

KBS Real Estate Investment Trust, Inc. – Forward-Looking Statements The information contained herein should be read in conjunction with, and is qualified by, the information in KBS Real Estate Investment Trust’s (“KBS REIT I”) Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Commission Exchange (the “SEC”) on March 16, 2016 (the “Annual Report”), in KBS REIT I’s Quarterly Report on Form 10-Q for the period ended June 30, 2016, filed with the SEC on August 10, 2016 (the “Quarterly Report”), and in KBS REIT I’s preliminary proxy statement filed with the SEC on October 7, 2016 (the “Prelimin (October 7th, 2016)
KBS Real Estate Investment Trust, Inc. – THIRD AMENDED AND RESTATED BYLAWS OF KBS REAL ESTATE INVESTMENT TRUST, INC. (September 22nd, 2016)
KBS Real Estate Investment Trust, Inc. – FIFTH AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (August 10th, 2016)

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this "Amendment"), is dated as of March 10, 2016 (the “Effective Date”), by and among First States Investors 6000A, L.P. (“6000A Seller”), First States Investors 6000B, L.P. (“6000B Seller”), First States Investors 6000C, L.P. (“6000C Seller”) and First States Investors 6000D, L.P. (“6000D Seller”, and together with 6000A Seller, 6000B Seller and 6000C Seller, each, individually, and collectively “Seller”) and PONTUS VAULT PORTFOLIO, LLC, a Delaware limited liability company (“Purchaser”).

KBS Real Estate Investment Trust, Inc. – SECOND AMENDED AND RESTATED ASSET MANAGEMENT SERVICES AGREEMENT (August 10th, 2016)

THIS SECOND AMENDED AND RESTATED ASSET MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is entered into June 29, 2016 and is effective as of June 1, 2016 (“Effective Date”) by and between KBS Acquisition Sub, LLC, a Delaware limited liability company (the “Company”), and GKK Realty Advisors LLC, a Delaware limited liability company (“Manager”).

KBS Real Estate Investment Trust, Inc. – SIXTH AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (August 10th, 2016)

THIS SIXTH AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this "Amendment"), is dated as of March 17, 2016 (the “Effective Date”), by and among First States Investors 6000A, L.P. (“6000A Seller”), First States Investors 6000B, L.P. (“6000B Seller”), First States Investors 6000C, L.P. (“6000C Seller”) and First States Investors 6000D, L.P. (“6000D Seller”, and together with 6000A Seller, 6000B Seller and 6000C Seller, each, individually, and collectively “Seller”) and PONTUS VAULT PORTFOLIO, LLC, a Delaware limited liability company (“Purchaser”).

KBS Real Estate Investment Trust, Inc. – SEVENTH AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (August 10th, 2016)

THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this "Amendment"), is dated as of March 18, 2016 (the “Effective Date”), by and among First States Investors 6000A, L.P. (“6000A Seller”), First States Investors 6000B, L.P. (“6000B Seller”), First States Investors 6000C, L.P. (“6000C Seller”) and First States Investors 6000D, L.P. (“6000D Seller”, and together with 6000A Seller, 6000B Seller and 6000C Seller, each, individually, and collectively “Seller”) and PONTUS VAULT PORTFOLIO, LLC, a Delaware limited liability company (“Purchaser”).

KBS Real Estate Investment Trust, Inc. – AMENDMENT NO. 1 TO THE (August 10th, 2016)

This amendment no. 1 to the Advisory Agreement dated as of November 8, 2015 (the “Advisory Agreement”), between KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered as of August 9, 2016 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.

KBS Real Estate Investment Trust, Inc. – ACCOUNTING/CONSTRUCTION SERVICES AGREEMENT (August 10th, 2016)

THIS ACCOUNTING/CONSTRUCTION SERVICES AGREEMENT (this “Agreement”) is entered into June 29, 2016 and is effective as of June 1, 2016 (“Effective Date”) by and between KBS Acquisition Sub, LLC, a Delaware limited liability company (the “Company”), and GKK Realty Advisors LLC, a Delaware limited liability company (“Manager”).

KBS Real Estate Investment Trust, Inc. – FOURTH AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (August 10th, 2016)

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this "Amendment"), is dated as of March 7, 2016 and effective as of March 1,2016 (the "Effective Date"), by and among First States Investors 6000A, L.P. ("6000A Seller"), First States Investors 6000B, L.P. ("6000B Seller"), First States Investors 6000C, L.P. ("6000C Seller") and First States Investors 6000D, L.P. ("6000D Seller", and together with 6000A Seller, 6000B Seller and 6000C Seller, each, individually, and collectively "Seller") and PONTUS VAULT PORTFOLIO, LLC, a Delaware limited liability company ("Purchaser").

KBS Real Estate Investment Trust, Inc. – FIRST AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (August 10th, 2016)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this "Amendment"), is dated as of December 4, 2015 (the "Effective Date"), by and among First States Investors 6000A, L.P. ("6000A Seller"), First States Investors 6000B, L.P. ("6000B Seller"), First States Investors 6000C, L.P. ("6000C Seller") and First States Investors 60000, L.P. ("6000D Seller", and together with 6000A Seller, 6000B Seller and 6000C Seller, each, individually, and collectively "Seller") and PONTUS NET LEASE ADVISORS, LLC, a Delaware limited liability company ("Purchaser").

KBS Real Estate Investment Trust, Inc. – AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (August 10th, 2016)

This Amended and Restated Purchase and Sale Agreement (this “Agreement”) is entered into this 21st day of October, 2015, by and among First States Investors 6000A, L.P. (“6000A Seller”), First States Investors 6000B, L.P. (“6000B Seller”), First States Investors 6000C, L.P. (“6000C Seller”) and First States Investors 6000D, L.P. (“6000D Seller”, and together with 6000A Seller, 6000B Seller and 6000C Seller, each, individually, and collectively “Seller”) and PONTUS NET LEASE ADVISORS, LLC, a Delaware limited liability company (“Purchaser”). In consideration of the mutual agreements herein set forth, the parties hereto, intending to be legally bound, agree as follows.

KBS Real Estate Investment Trust, Inc. – THIRD AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (August 10th, 2016)

THIS THIRD AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this "Amendment"), is dated as of February 19, 2016 and effective as of February 9, 2016 (the "Effective Date"), by and among First States Investors 6000A, L.P. ("6000A Seller"), First States Investors 6000B, L.P. ("60008 Seller"), First States Investors 6000C, L.P. ("6000C Seller") and First States Investors 6000D, L.P. ("60000 Seller", and together with 6000A Seller, 6000B Seller and 6000C Seller, each, individually, and collectively "Seller") and PONTUS NET LEASE ADVISORS, LLC, a Delaware limited liability company ("Purchaser").

KBS Real Estate Investment Trust, Inc. – PURCHASE AND SALE AGREEMENT (August 10th, 2016)

This Purchase and Sale Agreement (this “Agreement”) is entered into this 19th day of October, 2015, by and among First States Investors 6000A, L.P. (“6000A Seller”), First States Investors 6000B, L.P. (“6000B Seller”), First States Investors 6000C, L.P. (“6000C Seller”) and First States Investors 6000D, L.P. (“6000D Seller”, and together with 6000A Seller, 6000B Seller and 6000C Seller, each, individually, and collectively “Seller”) and PONTUS NET LEASE ADVISORS, LLC, a Delaware limited liability company (“Purchaser”). In consideration of the mutual agreements herein set forth, the parties hereto, intending to be legally bound, agree as follows.

KBS Real Estate Investment Trust, Inc. – SECOND AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (August 10th, 2016)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this "Amendment"), is dated as of January 8, 2016 (the “Effective Date”), by and among First States Investors 6000A, L.P. (“6000A Seller”), First States Investors 6000B, L.P. (“6000B Seller”), First States Investors 6000C, L.P. (“6000C Seller”) and First States Investors 6000D, L.P. (“6000D Seller”, and together with 6000A Seller, 6000B Seller and 6000C Seller, each, individually, and collectively “Seller”) and PONTUS NET LEASE ADVISORS, LLC, a Delaware limited liability company (“Purchaser”).

KBS Real Estate Investment Trust, Inc. – ADVISORY AGREEMENT between KBS REAL ESTATE INVESTMENT TRUST, INC. and KBS CAPITAL ADVISORS LLC November 8, 2015 (March 16th, 2016)

This Advisory Agreement, dated as of November 8, 2015 (the “Agreement”), is between KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).

KBS Real Estate Investment Trust, Inc. – Forward-Looking Statements The information contained herein should be read in conjunction with, and is qualified by, the information in KBS Real Estate Investment Trust’s (“KBS REIT I”) Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Commission Exchange (the “SEC”) on March 10, 2015, and in KBS REIT I’s Quarterly Report on Form 10-Q for the period ended September 30, 2015, filed with the SEC on November 12, 2015, including the “Risk Factors” contained in such filings. For a full description of the limitations, methodologies and assumptions used to (December 10th, 2015)
KBS Real Estate Investment Trust, Inc. – AMENDMENT NO. 1 TO THE (January 16th, 2015)

This amendment no. 1 to the Advisory Agreement dated as of November 8, 2014 (the “Advisory Agreement”), between KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered as of January 15, 2015 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.

KBS Real Estate Investment Trust, Inc. – Forward-Looking Statements The information contained herein should be read in conjunction with, and is qualified by, the information in KBS Real Estate Investment Trust’s (“KBS REIT I”) Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Commission Exchange (the “SEC”) on March 7, 2014, and in KBS REIT I’s Quarterly Report on Form 10-Q for the period ended September 30, 2014, filed with the SEC on November 13, 2014, including the “Risk Factors” contained in such filings. For a full description of the limitations, methodologies and assumptions used to (December 11th, 2014)
KBS Real Estate Investment Trust, Inc. – ADVISORY AGREEMENT between KBS REAL ESTATE INVESTMENT TRUST, INC. and KBS CAPITAL ADVISORS LLC November 8, 2014 (November 13th, 2014)

This Advisory Agreement, dated as of November 8, 2014 (the “Agreement”), is between KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).

KBS Real Estate Investment Trust, Inc. – FOURTH AMENDMENT TO LOAN AGREEMENT (May 12th, 2014)

THIS FOURTH AMENDMENT TO LOAN AGREEMENT (this “Agreement”), is made as of April 16, 2014, by and among FIRST STATES INVESTORS 5200, LLC, a Delaware limited liability company (“Borrower”), and WELLS FARGO BANK, N.A., as Trustee for the Holders of BSDB 2005-AFR1 Trust Commercial Mortgage Pass-Through Certificates, Series 2005-AFR1 (the “Lender”).

KBS Real Estate Investment Trust, Inc. – ASSUMPTION AND JOINDER AGREEMENT (March 7th, 2014)

This ASSUMPTION AND JOINDER AGREEMENT, dated as of January 21, 2014 (this "Joinder Agreement"), is made by KBS TYSONS DULLES PLAZA, LLC, a Delaware limited liability company (the "Additional Borrower"), the Other Additional Borrower referred to below, each of the other Borrowers party to the Loan Agreement referred to below, U.S. BANK NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders party to the Loan Agreement referred to below ("Agent"), and the Lenders described below.

KBS Real Estate Investment Trust, Inc. – REPAYMENT GUARANTY (March 7th, 2014)

THIS REPAYMENT GUARANTY (this "Guaranty") is made as of December 13, 2013, by KBS REIT PROPERTIES, LLC, a Delaware limited liability company (individually and collectively referred to herein as "Guarantor") in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent for the "Lenders" pursuant to the Loan Agreement described below (in such capacity, "Agent") and in favor of each party that now or hereafter is bound under the Loan Agreement as a "Lender" (referred to herein individually as a "Lender" and collectively as the "Lenders").

KBS Real Estate Investment Trust, Inc. – ASSUMPTION AND JOINDER AGREEMENT (March 7th, 2014)

This ASSUMPTION AND JOINDER AGREEMENT, dated as of January 21, 2014 (this "Joinder Agreement"), is made by KBS 825 UNIVERSITY AVENUE, LLC, a Delaware limited liability company (the "Additional Borrower"), the Other Additional Borrower referred to below, each of the other Borrowers party to the Loan Agreement referred to below, U.S. BANK NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders party to the Loan Agreement referred to below ("Agent"), and the Lenders described below.

KBS Real Estate Investment Trust, Inc. – PROMISSORY NOTE (Revolving Loan) (March 7th, 2014)

This Note is one of one or more promissory notes in the initial aggregate principal amount of $250,000,000.00 issued pursuant to the Loan Agreement (collectively, the "Note"), which Note is secured, inter alia, by each Deed of Trust (as defined in the Loan Agreement), executed by a Borrower and given to Agent, covering one of the Properties (as defined in the Loan Agreement). All of the agreements, conditions, covenants, warranties, representations, provisions and stipulations made by or imposed upon Borrower under the Loan Documents are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully inserted herein, and Borrower covenants and agrees to keep and perform the same, or cause them to be kept and performed, strictly in accordance with their terms.

KBS Real Estate Investment Trust, Inc. – PROMISSORY NOTE (Revolving Loan) (March 7th, 2014)

This Note is one of one or more promissory notes in the initial aggregate principal amount of $250,000,000.00 issued pursuant to the Loan Agreement (collectively, the "Note"), which Note is secured, inter alia, by each Deed of Trust (as defined in the Loan Agreement), executed by a Borrower and given to Agent, covering one of the Properties (as defined in the Loan Agreement). All of the agreements, conditions, covenants, warranties, representations, provisions and stipulations made by or imposed upon Borrower under the Loan Documents are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully inserted herein, and Borrower covenants and agrees to keep and perform the same, or cause them to be kept and performed, strictly in accordance with their terms.

KBS Real Estate Investment Trust, Inc. – AMENDED AND RESTATED ASSET MANAGEMENT SERVICES AGREEMENT (March 7th, 2014)

THIS AMENDED AND RESTATED ASSET MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made as of December 1, 2013 (“Effective Date”) by and between KBS Acquisition Sub, LLC, a Delaware limited liability company (the “Company”), and GKK Realty Advisors LLC, a Delaware limited liability company (“Manager”).