0001631256-16-000030 Sample Contracts

ADVISORY AGREEMENT between KBS GROWTH & INCOME REIT, INC. and KBS CAPITAL ADVISORS LLC
Advisory Agreement • May 12th, 2016 • KBS Growth & Income REIT, Inc. • Real estate investment trusts • Delaware

This Advisory Agreement, dated as of April 28, 2016 (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”).

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KBS GROWTH & INCOME REIT, INC. Up to $2,300,000,000 in Shares of Common Stock DEALER MANAGER AGREEMENT April 28, 2016
Dealer 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”).

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