KBS Growth & Income REIT, Inc. Sample Contracts

KBS Growth & Income REIT, Inc. – ADVISORY AGREEMENT between KBS GROWTH & INCOME REIT, INC. and KBS CAPITAL ADVISORS LLC (June 7th, 2019)

This Advisory Agreement, dated as of June 6, 2019 (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. – SECOND AMENDED AND RESTATED (December 10th, 2018)

The board of directors of KBS Growth & Income REIT, Inc., a Maryland corporation (the “Company”), has adopted a second 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, as amended and supplemented, unless otherwise defined herein.

KBS Growth & Income REIT, Inc. – ADVISORY AGREEMENT between KBS GROWTH & INCOME REIT, INC. and KBS CAPITAL ADVISORS LLC (August 7th, 2018)

This Advisory Agreement, dated as of August 6, 2018 (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. – GUARANTY OF RECOURSE OBLIGATIONS (March 12th, 2018)

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:

KBS Growth & Income REIT, Inc. – AMENDED AND RESTATED GUARANTY (March 12th, 2018)

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. – PROMISSORY NOTE DEFINED TERMS (March 12th, 2018)

Security Instrument: Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of the Execution Date granted by Borrower to the Trustee named in the Deed of Trust for the benefit of Holder and all renewals, amendments, modifications, restatements and extensions thereof.

KBS Growth & Income REIT, Inc. – LOAN AGREEMENT Dated as of January 18, 2018 By and Between KBSGI 421 SW 6TH AVENUE, LLC, as Borrower, and (March 12th, 2018)

THIS LOAN AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), dated as of January 18, 2018 (the “Execution Date”), by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation, having an address at One MetLife Way, Whippany, New Jersey 07981-1449 (together with its successors and assigns, “Lender”), and KBSGI 421 SW 6TH AVENUE, LLC, a Delaware limited liability company, having an address at c/o KBS Capital Advisors LLC, 800 Newport Center Drive, Suite 700, Newport Beach, California 92660 (“Borrower”).

KBS Growth & Income REIT, Inc. – AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT (March 12th, 2018)

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).

KBS Growth & Income REIT, Inc. – LINE OF CREDIT INSTRUMENT DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, AND FIXTURE FILING BY KBSGI 421 SW 6TH AVENUE, LLC, a Delaware limited liability company, as Trustor TO CHICAGO TITLE INSURANCE COMPANY, a Nebraska corporation, as Trustee for the benefit of METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation, as Beneficiary January 18, 2018 (March 12th, 2018)

THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (together with all extensions, renewals, modifications, restatements and amendments hereof, this “Deed of Trust”) is entered into as of the Execution Date by Trustor, as grantor, to Trustee, as trustee, for the benefit of Beneficiary, as beneficiary, with reference to the following Recitals:

KBS Growth & Income REIT, Inc. – AMENDED AND RESTATED PROMISSORY NOTE (March 12th, 2018)

This Note is an amendment, restatement and replacement of that certain Promissory Note dated as of November 14, 2016, in the principal amount of $65,000,000.00 executed by Greenhouse Borrower payable to the order of Lender (the “Original Note”), as joined into and assumed on joint and several basis by Von Karman Borrower pursuant to that certain Assumption and Joinder Agreement dated as of May 8, 2017 by and among Von Karman Borrower, Greenhouse Borrower, Administrative Agent and Lenders. In no event shall this Note be deemed to be or constitute a novation or release of Borrower’s obligations under the Original Note.

KBS Growth & Income REIT, Inc. – REAL ESTATE PROPERTY CO-MANAGEMENT AGREEMENT (March 12th, 2018)

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. – PURCHASE AND SALE AGREEMENT by and between (November 9th, 2017)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made to be effective as of August 29, 2017 (the “Effective Date”) by and among 213 W INSTITUTE OWNER LLC, a Delaware limited liability company (“Institute Owner”) and 218-224 W CHICAGO OWNER LLC, a Delaware limited liability company (“Chicago Owner” and, collectively with Institute Owner, “Seller”) and KBSGI 213 WEST INSTITUTE PLACE, LLC, a Delaware limited liability company (together with its successors and permitted assigns, collectively, “Buyer”).

KBS Growth & Income REIT, Inc. – SECOND AMENDED AND RESTATED ADVISORY AGREEMENT between KBS GROWTH & INCOME REIT, INC. and KBS CAPITAL ADVISORS LLC (November 9th, 2017)

This Second Amended and Restated Advisory Agreement, dated as of September 29, 2017 (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. – ADVISORY AGREEMENT between KBS GROWTH & INCOME REIT, INC. and KBS CAPITAL ADVISORS LLC (November 9th, 2017)

This Amended and Restated Advisory Agreement, dated as of August 9, 2017 (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. – KBS GROWTH & INCOME REIT, INC. Shares of Class A Common Stock Accredited investors only DEALER MANAGER AGREEMENT (October 5th, 2017)

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.

KBS Growth & Income REIT, Inc. – AGREEMENT REGARDING PAYMENT OF CERTAIN ITEMS OF COMPENSATION AND EXPENSES RELATED TO THE OFFERING OF CLASS A SHARES THROUGH AN ONLINE DISTRIBUTION CHANNEL (August 10th, 2017)

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”).

KBS Growth & Income REIT, Inc. – THIRD AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN Adopted August 9, 2017 (August 10th, 2017)

KBS Growth & Income REIT, Inc., a Maryland corporation (the “Company”), has adopted a third amended and restated Distribution Reinvestment Plan (the “DRP”), 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, as amended and supplemented, unless otherwise defined herein.

KBS Growth & Income REIT, Inc. – ADVISORY AGREEMENT between KBS GROWTH & INCOME REIT, INC. and KBS CAPITAL ADVISORS LLC (August 10th, 2017)

This Advisory Agreement, dated as of April 27, 2017 (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. – ADVISORY AGREEMENT between KBS GROWTH & INCOME REIT, INC. and KBS CAPITAL ADVISORS LLC (April 27th, 2017)

This Advisory Agreement, dated as of April 27, 2017 (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. – AGREEMENT REGARDING PAYMENT OF CERTAIN ITEMS OF COMPENSATION AND EXPENSES RELATED TO THE OFFERING OF CLASS A SHARES THROUGH AN ONLINE DISTRIBUTION CHANNEL (April 27th, 2017)

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”).

KBS Growth & Income REIT, Inc. – FOURTH AMENDMENT TO LEASE AGREEMENT (March 9th, 2017)

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”).

KBS Growth & Income REIT, Inc. – SECOND AMENDMENT TO LEASE AGREEMENT (March 9th, 2017)

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

KBS Growth & Income REIT, Inc. – THIRD AMENDMENT TO LEASE AGREEMENT (March 9th, 2017)

THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Third Amendment”) is entered into effective November 24, 2014, by and between Greenhouse Office Investors I, LLC, a Delaware limited liability company (“Landlord”), and URS Corporation, a Nevada corporation (“Tenant”).

KBS Growth & Income REIT, Inc. – OFFICE LEASE BETWEEN (March 9th, 2017)

This Office Lease (this "Lease") is entered into by and between Greenhouse Office Investors I, LLC, a Delaware limited liability company ("Landlord''), and URS Corporation, a Nevada corporation ("Tenant'), and shall be effective as of the date set forth below Landlord's signature (the "Effective Date").

KBS Growth & Income REIT, Inc. – COMMENCEMENT LETTER TO FOURTH AMENDMENT (March 9th, 2017)

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.

KBS Growth & Income REIT, Inc. – FIRST AMENDMENT TO LEASE AGREEMENT (March 9th, 2017)

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”).

KBS Growth & Income REIT, Inc. – TERM LOAN AND SECURITY AGREEMENT (December 20th, 2016)

Outstanding Principal Balance May Not Exceed the Availability Amount; Revolving Portion May Be Repaid and Re-Borrowed

KBS Growth & Income REIT, Inc. – SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (December 20th, 2016)

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.

KBS Growth & Income REIT, Inc. – GUARANTY (December 20th, 2016)

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").

KBS Growth & Income REIT, Inc. – REAL ESTATE PROPERTY CO-MANAGEMENT AGREEMENT (December 20th, 2016)

This Real Estate Property Co-Management Agreement (“Agreement”) is made as of November 21, 2016, between KBSGI OFFICES AT GREENHOUSE, 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:

KBS Growth & Income REIT, Inc. – PROMISSORY NOTE (December 20th, 2016)

This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Term Loan and Security Agreement of even date herewith (which, as it may be amended or modified and in effect from time to time, is herein called the "Agreement"), among Offices at Greenhouse Borrower, each other Borrower from time to time a party thereto, the lenders referenced therein, including Lender, and JPMorgan Chase Bank, N.A., as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured and guaranteed pursuant to the Loan Documents, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.

KBS Growth & Income REIT, Inc. – DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING (Offices at Greenhouse) from KBSGI OFFICES AT GREENHOUSE, LLC, a Delaware limited liability company, as Grantor to RANDY DURANT as Trustee for the benefit of JPMorgan Chase Bank, N.A., as administrative agent as Beneficiary (December 20th, 2016)

THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING (this "Deed of Trust"), is made as of November 14, 2016, by KBSGI OFFICES AT GREENHOUSE, LLC, a Delaware limited liability company ("Trustor"), as trustor, in favor of RANDY DURANT, an individual ("Trustee"), as trustee, for the benefit of JPMORGAN CHASE BANK, N.A., a national banking association, as "Administrative Agent" as described below (in such capacity, together with its successors and assigns, hereinafter called "Beneficiary"), as beneficiary. Beneficiary is acting as the administrative agent for itself and all other "Lenders" now or hereafter existing under that certain Loan Agreement (defined below).

KBS Growth & Income REIT, Inc. – ASSIGNMENT AND ASSUMPTION OF CONTRACT OF PURCHASE AND SALE (September 27th, 2016)

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").

KBS Growth & Income REIT, Inc. – CONTRACT OF PURCHASE AND SALE BETWEEN KBS CAPITAL ADVISORS LLC, PURCHASER AND GREENHOUSE OFFICE INVESTORS I, LLC, SELLER September 19, 2016 (September 27th, 2016)

THIS CONTRACT OF PURCHASE AND SALE (this “Agreement”) is made and entered into as of September 19, 2016 (the “Effective Date”), by and between GREENHOUSE OFFICE INVESTORS I, LLC, a Delaware limited liability company having an address c/o JP Morgan Investment Management Inc., 270 Park Avenue, New York, New York 10017 (“Seller”) and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company, having an address at 800 Newport Center Drive, Suite 700, Newport Beach, California 92660 (“Purchaser”).

KBS Growth & Income REIT, Inc. – GUARANTY OF RECOURSE OBLIGATIONS (August 11th, 2016)

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: