0001193125-18-037984 Sample Contracts

FORM OF ADVISORY AGREEMENT between KBS STRATEGIC OPPORTUNITY REIT, INC. and KBS CAPITAL ADVISORS LLC
Advisory Agreement • February 9th, 2018 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • Delaware

This Advisory Agreement, dated as of [ ], 2018 (the “Agreement”), is between KBS Strategic Opportunity REIT, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).

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UNIT LENDING AGREEMENT
Unit Lending Agreement • February 9th, 2018 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts
PURCHASE AND SALE AGREEMENT (City Tower, 333 City Boulevard West, Orange, California)
Purchase and Sale Agreement • February 9th, 2018 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts • California

THIS PURCHASE AND SALE AGREEMENT (herein called this “Agreement”) is made and entered into this 17th day of January, 2018 (herein called the “Effective Date”), by and between DOF II CITY TOWER LLC, a Delaware limited liability company (herein called “Seller”), and KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (herein called “Buyer”). Seller and Buyer are collectively referred to herein as the “parties.”

SPONSOR SUBSCRIPTION AGREEMENT
Sponsor Subscription Agreement • February 9th, 2018 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts
ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • February 9th, 2018 • KBS Strategic Opportunity REIT, Inc. • Real estate investment trusts

This Assignment and Assumption of Purchase Agreement (“Assignment”) is entered into between KBS CAPITAL ADVISORS LLC, a Delaware limited liability company (“Assignor”), and KBS SOR CITY CENTER, LLC, a Delaware limited liability company (“Assignee”), as of February 1, 2018 (“Effective Date”).

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