0001193125-10-037750 Sample Contracts

ADVISORY AGREEMENT between KBS LEGACY PARTNERS APARTMENT REIT, INC. and KBS CAPITAL ADVISORS LLC January 25, 2010
Advisory Agreement • February 23rd, 2010 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts • Delaware

This Advisory Agreement, dated as of January 25, 2010 (the “Agreement”), is between KBS Legacy Partners Apartment REIT, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).

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FORM OF AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • February 23rd, 2010 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts • Missouri

THIS AMENDED AND RESTATED ESCROW AGREEMENT (this “Agreement”) made and entered into as of this day of February, 2010 by and among KBS Capital Markets Group, LLC, a California limited liability company (the “Dealer Manager”), KBS Legacy Partners Apartment 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”), amends and restates that certain Escrow Agreement dated February 3, 2010 by and among the Dealer Manager, the Company and the Escrow Agent (the “Prior Escrow Agreement”).

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