ADVISORY AGREEMENT between KBS GROWTH & INCOME REIT, INC. and KBS CAPITAL ADVISORS LLC April 28, 2023Advisory Agreement • April 28th, 2023 • KBS Growth & Income REIT, Inc. • Real estate investment trusts
This Advisory Agreement, dated as of April 28, 2023 (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”).
KBS GROWTH & INCOME REIT, INC. Shares of Class A Common Stock Accredited investors only DEALER MANAGER AGREEMENTDealer Manager Agreement • October 5th, 2017 • KBS Growth & Income REIT, Inc. • Real estate investment trusts • California
THIS AGREEMENT is entered into as of September 29, 2017 by and among KBS Growth & Income REIT, Inc. (the “Company”), KBS Capital Advisors, LLC (the “Advisor”) and North Capital Private Securities Corporation (“NCPS” or the “Dealer Manager”) in connection with the offering and sale by the Company of up to $500,000,000 of shares of Class A common stock of the Company (the “Shares”), subject to increase at the option of the Company, to “accredited investors” as that term is defined in the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder (“Regulation D”), in a private offering exempt from registration pursuant to Rule 506(c) of Regulation D (the “Offering”). The Company desires for NCPS to act as its agent in connection with the Offering.
REAL ESTATE PROPERTY CO-MANAGEMENT AGREEMENTCo-Management Agreement • March 12th, 2018 • KBS Growth & Income REIT, Inc. • Real estate investment trusts • California
This Real Estate Property Co-Management Agreement (“Agreement”) is made as of November 9, 2017, between KBSGI 213 West Institute Place, LLC, a Delaware limited liability company (“Owner”) acting through KBS REALTY 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 AGREEMENT April 28, 2016Dealer Manager Agreement • May 12th, 2016 • KBS Growth & Income REIT, Inc. • Real estate investment trusts • Maryland
KBS Growth & Income REIT, Inc., a Maryland corporation (the “Company”), has registered for public sale up to $2,300,000,000 in any combination of Class A shares and Class T shares of its common stock, $.01 par value per share (the “Shares”), comprised of (a) up to $1,500,000,000 in Class A shares and Class T shares to be offered in the Company’s primary offering (the “Primary Offering”) and (b) up to $800,000,000 in Class A shares and Class T shares to be offered pursuant to the Company’s distribution reinvestment plan (the “DRP”). The Company has reserved the right to reallocate the Shares offered between the DRP and the Primary Offering. The Company desires for KBS Capital Markets Group LLC (the “Dealer Manager”) to act as its agent in connection with the offer and sale of the Shares to the public (the “Offering”).
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • February 16th, 2016 • KBS Growth & Income REIT, Inc. • Real estate investment trusts
This amendment no. 2 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 October 26, 2015 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.
GUARANTY OF RECOURSE OBLIGATIONSGuaranty of Recourse Obligations • March 12th, 2018 • KBS Growth & Income REIT, Inc. • Real estate investment trusts • Oregon
This GUARANTY OF RECOURSE OBLIGATIONS ("Guaranty") is executed as of January 18, 2018, 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:
AGREEMENT REGARDING PAYMENT OF CERTAIN ITEMS OF COMPENSATION AND EXPENSES RELATED TO THE OFFERING OF CLASS A SHARES THROUGH AN ONLINE DISTRIBUTION CHANNELAgreement • August 10th, 2017 • KBS Growth & Income REIT, Inc. • Real estate investment trusts
This agreement dated as of April 27, 2017 (the “Agreement”) is entered by and among KBS Growth & Income REIT, Inc., a Maryland corporation (the “Company”), KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), and KBS Capital Markets Group LLC, a California limited liability company (the “Dealer Manager”).
AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • March 12th, 2018 • KBS Growth & Income REIT, Inc. • Real estate investment trusts • California
THIS AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT (the “Agreement”) dated as of November 9, 2017, is by and among KBSGI OFFICES AT GREENHOUSE, LLC, a Delaware limited liability company (“Greenhouse Borrower”), KBSGI VON KARMAN TECH, LLC, a Delaware limited liability company (“Von Karman Borrower”), KBSGI 213 WEST INSTITUTE PLACE, LLC, a Delaware limited liability company (“Institute Borrower,” and, together with Greenhouse Borrower and Von Karman Borrower, individually, collectively, jointly and severally, “Borrower”), JPMORGAN CHASE BANK, N.A., a national banking association (“JPMorgan”) in its capacity as Administrative Agent (as hereinafter defined) and Lenders (as hereinafter defined).
AMENDED AND RESTATED ADVISORY AGREEMENT between KBS GROWTH & INCOME REIT, INC. and KBS CAPITAL ADVISORS LLC August 11, 2015Advisory Agreement • October 16th, 2015 • KBS Growth & Income REIT, Inc. • Real estate investment trusts • Delaware
This Advisory Agreement, dated as of August 11, 2015 (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”).
AMENDED AND RESTATED GUARANTYGuaranty • March 12th, 2018 • KBS Growth & Income REIT, Inc. • Real estate investment trusts • California
THIS AMENDED AND RESTATED GUARANTY (“Guaranty”) is executed as of November 9, 2017, by KBSGI REIT PROPERTIES, LLC, a Delaware limited liability company (“Guarantor”), for the benefit of JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for the “Lenders” pursuant to the Loan Agreement described below (in such capacity, “Administrative 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 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
ASSIGNMENT AND ASSUMPTION OF CONTRACT OF PURCHASE AND SALEAssignment and Assumption of Contract of Purchase and Sale • September 27th, 2016 • KBS Growth & Income REIT, Inc. • Real estate investment trusts
This Assignment and Assumption of Contract of Purchase and Sale ("Assignment") is entered into between KBS CAPITAL ADVISORS LLC, a Delaware limited liability company ("Assignor"), and KBSGI OFFICES AT GREENHOUSE, LLC , a Delaware limited liability company ("Assignee"), as of September 21, 2016 ("Effective Date").
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • March 9th, 2017 • KBS Growth & Income REIT, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment” is entered into effective September 13, 2013, by and between Greenhouse Office Investors I, LLC, a Delaware limited liability company (“Landlord”), and URS Corporation, a Nevada corporation (“Tenant”).
VIA EMAIL ONLYKBS Growth & Income REIT, Inc. • March 10th, 2023 • Real estate investment trusts
Re: That certain mortgage loan (the “Loan”) in the maximum principal amount of $51,400,000 made by Metropolitan Life Insurance Company, a New York corporation (“Lender”), to KBSGI 421 SW 6th Avenue, LLC, a Delaware limited liability company (“Borrower”), pursuant to that certain Loan Agreement dated as of January 18, 2018 (as the same may hereafter be amended, restated, renewed, supplemented, replaced, extended or otherwise modified from time to time, collectively, the “Loan Agreement”).
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”).
THIRD MODIFICATION AGREEMENTThird Modification Agreement • March 28th, 2024 • KBS Growth & Income REIT, Inc. • Real estate investment trusts
This Third Modification Agreement (this “Agreement”) is made as of November 6, 2023, by and among KBSGI OFFICES AT GREENHOUSE, LLC, a Delaware limited liability company (“Greenhouse Borrower”) and KBSGI 213 WEST INSTITUTE PLACE, LLC, a Delaware limited liability company (“Institute Borrower,” and, together with Greenhouse Borrower, individually, collectively, jointly and severally, “Borrower”), the lenders from time to time party to the Loan Agreement (as hereinafter defined) (each a “Lender” and collectively the “Lenders”), and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, “Administrative Agent”).
SECOND AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • December 20th, 2016 • KBS Growth & Income REIT, Inc. • Real estate investment trusts
This amendment no. 2 to the Second Amended and Restated Advisory Agreement dated as of April 28, 2016 and amended on June 28, 2016 (as amended, 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 as of November 9, 2016 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.
LOAN AGREEMENT by and among KBSGI VON KARMAN TECH, LLC, a Delaware limited liability company, as Borrower and SUNTRUST BANK, as Administrative Agent and THE LENDERS THAT ARE PARTIES HERETO FROM TIME TO TIME, as Lenders SUNTRUST ROBINSON HUMPHREY,...Loan Agreement • October 16th, 2015 • KBS Growth & Income REIT, Inc. • Real estate investment trusts • California
THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as of August 12, 2015, by and among KBSGI VON KARMAN TECH, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto including Administrative Agent (collectively, “Lenders” and each individually, a “Lender”), and SUNTRUST BANK, a Georgia banking corporation, in its capacity as both collateral agent and administrative agent for each of the Lenders (the “Administrative Agent”).
FOURTH AMENDMENT TO LEASELease • October 16th, 2015 • KBS Growth & Income REIT, Inc. • Real estate investment trusts • California
THIS FOURTH AMENDMENT TO LEASE (this “Amendment”) is dated as of October 22, 2013 (the “Effective Date”) and is entered into by and between HB VON KARMAN, LLC, a Delaware limited liability company (“Landlord”), and LNH INC., a Delaware corporation (“Tenant”), with reference to the following facts:
AMENDMENT TO LEASE AGREEMENTLease Agreement • October 16th, 2015 • KBS Growth & Income REIT, Inc. • Real estate investment trusts
THIS AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into to be effective as of February 1, 2011, by and between ARI Commercial Properties, Inc. (“Landlord”), and Hosting.com Data Centers, L.L.C., a Kentucky Limited Liability Corporation (“Tenant”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • March 9th, 2017 • KBS Growth & Income REIT, Inc. • Real estate investment trusts
WHEREAS, pursuant to that certain Office Lease dated as of May 23, 2013 as amended by First Amendment thereto dated September 13, 2013 (together the "Lease"), Landlord leased to Tenant a total of 136,358 Rentable Square Feet ("RSF”) in the building located at 18918 Katy Freeway, Harris County, Texas (the "Building"), of which approximately 126,795 RSF is located on Floors 3, 4 and 5 of
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONSBY AND BETWEENKBSGI 213 WEST INSTITUTE PLACE, LLC(“Seller”)ANDCP 213 INSTITUTE, LLC(“Buyer”)Purchase and Sale Agreement and Escrow Instructions • March 28th, 2024 • KBS Growth & Income REIT, Inc. • Real estate investment trusts • Illinois
The undersigned (“Tenant”) hereby certifies to _______________________________________, a ________________________________ (“Landlord”), and ________________________, a _____________________________, and its successors and assigns (collectively, “Buyer”), and to Buyer’s lender, its successors and assigns (collectively, “Lender”) as of the date of this estoppel certificate (“Estoppel Certificate”):
AMENDMENT TO, CONSENT AND REAFFIRMATION OF SECOND AMENDED AND RESTATED GUARANTYKBS Growth & Income REIT, Inc. • March 28th, 2024 • Real estate investment trusts
THIS AMENDMENT TO, CONSENT AND REAFFIRMATION OF SECOND AMENDED AND RESTATED GUARANTY (“Amendment”) is executed as of November 6, 2023, by KBSGI REIT PROPERTIES, LLC, a Delaware limited liability company (“Guarantor”), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for the “Lenders” pursuant to the Loan Agreement described below (in such capacity, “Administrative Agent”), for the benefit 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”).
GUARANTYKBS Growth & Income REIT, Inc. • December 20th, 2016 • Real estate investment trusts • California
THIS GUARANTY ("Guaranty") is executed as of November 14, 2016, by KBSGI REIT PROPERTIES, LLC, a Delaware limited liability company ("Guarantor"), for the benefit of JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for the "Lenders" pursuant to the Loan Agreement described below (in such capacity, "Administrative 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").
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.
LEASE AMENDMENTLease Amendment • October 16th, 2015 • KBS Growth & Income REIT, Inc. • Real estate investment trusts
This Lease Amendment (“Lease Amendment”) is made and entered into as of August 23, 2012, by and between ARI-VKBP, LLC, a Delaware limited liability company, ARI-VKBP 1, LLC, a Delaware limited liability company, ARI-VKBP 2, LLC, a Delaware limited liability company, ARI-VKBP 3, LLC, a Delaware limited liability company, ARI-VKBP 4, LLC, a Delaware limited liability company, ARI-VKBP 5, LLC, a Delaware limited liability company, ARI-VKBP 6, LLC, a Delaware limited liability company, ARI-VKBP 7, LLC, a Delaware limited liability company, ARI-VKBP 8, LLC, a Delaware limited liability company, ARI-VKBP 9, LLC, a Delaware limited liability company, ARI-VKBP 10, LLC, a Delaware limited liability company and ARI- VKBP 17, LLC, a Delaware limited liability company, as tenants in common (collectively, “Landlord”) and Hosting.Com Data Centers II, LLC, a Delaware limited liability company (“Tenant”).
SECOND AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory 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.
OFFICE LEASE AGREEMENT BETWEEN ARI COMMERCIAL PROPERTIES, INC. (“LANDLORD”) AND HOSTING.COM, INC. (“TENANT”) DATE OF LEASE: MARCH , 2007 BUILDING: VON KARMAN BUSINESS PARK 16842 Von Karman Avenue Suites 350, 400, and 425 Irvine, CaliforniaOffice Lease Agreement • October 16th, 2015 • KBS Growth & Income REIT, Inc. • Real estate investment trusts
This Office Lease Agreement (the “Lease”) is made and entered into as of the 27 day of March, 2007, between ARI COMMERCIAL PROPERTIES, INC., a California corporation, in its capacity as agent for the tenants-in-common owners of the Property (“Landlord”), and HOSTING.COM DATA CENTERS, LLC, a Kentucky limited liability company (“Tenant”).
COMMENCEMENT LETTER TO FOURTH AMENDMENTFourth Amendment • March 9th, 2017 • KBS Growth & Income REIT, Inc. • Real estate investment trusts
Re: Fourth Amendment to Lease Agreement dated April 30, 2016 (the “Lease”) , between Greenhouse Office Investors I, LLC, a Delaware limited liability company (“Landlord”) and AECOM (“Tenant”) for the File Storage Premises, the Rentable Square Footage of which is approximately 5,195, located on floor 1 (Suite 160) of the Building. Unless otherwise specified, all capitalized terms used herein shall have the same meaning as in the Lease.
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • October 16th, 2015 • KBS Growth & Income REIT, Inc. • Real estate investment trusts
This amendment no. 1 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 September 14, 2015 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.
ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF SALE AND PURCHASEAssignment and Assumption of Agreement of Sale and Purchase • October 16th, 2015 • KBS Growth & Income REIT, Inc. • Real estate investment trusts
This Assignment and Assumption of Agreement of Sale and Purchase (“Assignment”) is entered into between KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Assignor”), and KBSGI VON KARMAN TECH, LLC, a Delaware limited liability company (“Assignee”), as of August 11, 2015 (“Effective Date”).
MODIFICATION AGREEMENTModification Agreement • May 8th, 2020 • KBS Growth & Income REIT, Inc. • Real estate investment trusts • California
This Modification Agreement (this “Agreement”) is made as of January 17, 2020 , by and among KBSGI OFFICES AT GREENHOUSE, LLC, a Delaware limited liability company (“Greenhouse Borrower”), KBSGI VON KARMAN TECH, LLC, a Delaware limited liability company (“Von Karman Borrower”), KBSGI 213 WEST INSTITUTE PLACE, LLC, a Delaware limited liability company (“Institute Borrower,” and, together with Greenhouse Borrower and Von Karman Borrower, individually, collectively, jointly and severally, “Borrower”), the lenders from time to time party to the Loan Agreement (as hereinafter defined) (each a “Lender” and collectively the “Lenders”), and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, “Administrative Agent”).
SECOND AMENDMENT TO AGREEMENT OF SALE AND PURCHASEAgreement of Sale and Purchase • October 16th, 2015 • KBS Growth & Income REIT, Inc. • Real estate investment trusts
THIS SECOND AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this “Second Amendment”) is made as of the 14th day of July, 2015, by and between HB Von Karman, LLC, a Delaware limited liability company (“Seller”), and KBS Capital Advisors LLC, a Delaware limited liability company (“Buyer”). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:
OPTION AGREEMENT AND ESCROW INSTRUCTIONS BY AND BETWEEN KBSGI VON KARMAN TECH, LLC, a Delaware limited liability company (“Seller”) AND HOOMAN DAYANI, an individual, H. SEAN DAYANI, an individual and HANK H. DAYANI, an individual (collectively, the...Option Agreement • March 6th, 2020 • KBS Growth & Income REIT, Inc. • Real estate investment trusts • California
•Real Estate Property Management Agreement dated July 31, 2015 between KBSGI Von Karman Tech, LLC and Stream Realty Partners – Orange County, LP
FOURTH AMENDMENT TO LEASE AGREEMENTLease Agreement • March 9th, 2017 • KBS Growth & Income REIT, Inc. • Real estate investment trusts
THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “Fourth Amendment”) is entered into effective April 30 , 2016, by and between Greenhouse Office Investors I, LLC (“Landlord”), and AECOM (“Tenant”).
