0001193125-10-121261 Sample Contracts

KBS LEGACY PARTNERS APARTMENT REIT, INC. Up to 280,000,000 Shares of Common Stock DEALER MANAGER AGREEMENT March 12, 2010
KBS Legacy Partners Apartment REIT, Inc. • May 17th, 2010 • Real estate investment trusts • California

KBS Legacy Partners Apartment REIT, Inc., a Maryland corporation (the “Company”), has registered for public sale 280,000,000 shares of its common stock, $.01 par value per share (the “Shares”), of which 80,000,000 Shares are intended to be offered pursuant to the Company’s dividend reinvestment plan (the “DRP”). 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”).

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AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • May 17th, 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 8th day of March, 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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