OMNIBUS AGREEMENT

This Omnibus Agreement (this “Agreement”) is entered into this 6th day of November, 2012 (“Effective Date”), by and among First States Investors 3300 B, L.P., a Delaware limited partnership (“Seller”), National Financial Realty - WFB East Coast, LLC (“Purchaser”) and KBS REIT Properties, LLC, a Delaware limited liability company (“KBS1”) and KBS Debt Holdings LLC, a Delaware limited liability company (“KBS2”) (each a “Guarantor” and collectively, “Guarantors”).

WHEREAS, as of the date hereof, Seller, Purchaser and Guarantors have entered into forty‑one (41) separate Purchase and Sale Agreements with respect to the real property therein described (each, a “PSA”, and collectively, the “PSAs”);

WHEREAS, Seller, Purchaser and Guarantor wish to memorialize certain other agreements among them which are not set forth in the PSAs;

NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto, intending to be legally bound, agree as follows.

1.     Defined Terms.     As used herein the following terms shall have the respective meanings as set forth below. All other defined terms used herein and not defined herein shall have the meanings ascribed to such terms in the PSAs.

2.     Cross Default.     If Purchaser shall default in its obligations to purchase a property pursuant to any PSA (and shall not cure such default within the cure period provided in such PSA), such default shall, at Seller’s sole option, be deemed to be a default by Purchaser pursuant to all of the PSAs and Seller shall have all of the rights and remedies for each Purchaser’s default granted to Seller in the PSAs, including, without limitation, Section 15 of each of the PSAs.

3.     Update Certificates.     Notwithstanding Section 7.2 of each of the PSAs, Purchaser shall not exercise its right, if any, to terminate any PSA under numbered clause (ii) in Section 7.2 of such PSA on the basis of any breach of a Property Representation unless and until the aggregate damages (including a diminution in the value of the Property) resulting from all untruths, inaccuracies or incorrectness with respect to Property Representations in all Update. Certificates delivered pursuant to all PSAs, in the aggregate, are reasonably estimated to exceed three percent (3%) of the aggregate purchase prices in all of the PSAs (the “Aggregate Purchase Price”) so long as Seller grants to Purchaser in writing in a form reasonably satisfactory to Purchaser at that time the right to pursue Seller for damages following Closing on account of all such breaches of Property Representations as a Qualifying Claim notwithstanding Purchaser’s knowledge of such breaches) and Claim(s) prior to the Closing.

4.     Wells Tenant Estoppel Certificate.     Supplementing Section 12.1.6 of each of the PSAs, a Wells Tenant Estoppel Certificate which would otherwise satisfy the condition in Section 12.1.6 but for solely on account of an allegation of one or more uncured defaults by Seller under the applicable Wells Lease (a “Seller WL Default Claim”), shall satisfy the condition in Section 12.1.6 of each of the PSAs as long as (i) such estoppel certificate does not indicate any Seller WL Default Claim under the applicable Wells Lease which default, alone, or in the aggregate with all other Seller WL Default Claims noted in the Wells Tenant Estoppel Certificates exceeds two percent (2%) of the Aggregate Purchase Price, (ii) all such Seller WL Default Claims are fully curable (without termination of any Wells Lease) by the payment of money by Purchaser after Closing, and (iii) at Closing Purchaser is given a credit against the Aggregate Purchase Price for the amount of such Seller WL Default Claims.

5.     Casualty Loss and Condemnation.     Notwithstanding Section 17.1 of each of the PSAs, no Interruption Event with respect to a casualty which does not entitle Wells to terminate

any Wells Lease shall be deemed a Material Event, unless the Restoration Costs, by themselves or in the aggregate with all other casualty Restoration Costs under all PSAs (under circumstances when the casualty events in question do not entitle Wells to terminate any Wells Lease) exceeds three percent (3%) ofthe Aggregate Purchase Price.

6.     Wells Purchase Rights.

7.     Survival of Purchaser Claims.     If a Purchaser, within ninety (90) days after the end of the Survival Period commences a legal proceeding against Seller alleging that Seller is in breach of a Surviving Seller Representation and that such Purchaser has suffered actual damages as a result thereof (a “Proceeding”), and a court of competent jurisdiction, pursuant to a final, non-appealable order in connection with such Proceeding, determines that (1) the applicable Surviving Seller Representation was breached as of the date of the respective PSA or the Closing Date and (2) Purchaser suffered actual damages (the “Damages”) by reason of such breach and (3) except as provided in Paragraph 3, Purchaser did not have actual knowledge of such breach prior to the Closing (each such claim being referred to herein as a “Qualifying Claim”), then such Purchaser shall be entitled to receive an amount equal to the Damages; provided, however, such Purchaser shall not be entitled to pursue any claims against Seller for damage to such Purchaser unless such Purchaser’s Qualifying Claims, alone or in the aggregate with all other Qualifying Claims under the other PSAs, equal or exceed the Floor. If a Purchaser has a Qualifying Claim against Seller that is more than the Floor, alone or in the aggregate with all other Qualifying Claims under the other PSAs, then such Purchaser shall be entitled to pursue the actual loss suffered by such Purchaser in connection with such Qualifying Claim against Seller, but in no event shall Seller’s liability for any and all Qualifying Claims under all PSAs exceed the Ceiling. For purposes of this Paragraph 7, Purchaser shall be deemed to have actual knowledge if the fact in issue was contained in or expressly referred to in the exhibits or

schedules to the PSAs or in the materials delivered or made available to Purchaser on the DataSite at least five (5) days before the end of the Due Diligence Period.

8.     Timing Coordination.     For purposes of the Application of Sections 5.I(a) and 6.2.1 of each PSA, the “RFR Notice Delivery Date” and the “Offer Notice Delivery Date”, as applicable, shall be the date of the last actual RFR Notice Delivery Date and Offer Notice Delivery Date under all of the PSAs, and the Outside Closing Date shall not be (a) earlier than fifteen (15) Business Days after the latest date of expiration of the Due Diligence Periods under the PSAs or (b) later than twenty (20) Business Days after the latest date of expiration of the Due Diligence Periods under the PSAs.

9.     Closing Documents.     At the Closing, (a) Seller and the Guarantors shall execute and deliver the Inducement and Guaranty Agreement in accordance with each Purchase Agreement and (b) Seller and the Guarantors shall cause the constituent partners or members, as applicable, of Seller and Seller’s general partner to (i) execute and deliver the Restated Partnership Agreement and the Restated FS LLC Agreement in the form of each required by the Purchase Agreement and (ii) take all such actions as are required under the Purchase Agreement with respect thereto. In addition, each of Seller and the Guarantors agree that the provisions of Section 32 of the Purchase Agreement, including without limitation, the release of Seller and the Seller Parties contained therein shall in no event apply to Seller’s and Guarantor’s obligations under this Agreement or the Inducement and Guaranty Agreements.

10.     Transfer of Rights under the Inducement and Payment Guaranty Agreement.     Notwithstanding any provision of any Inducement and Guaranty Agreement, (a) a “Purchaser Successor” shall mean only a purchaser from Purchaser who acquires all of the Properties or a Permitted Lender following foreclosure of its mortgage lien (or receipt of a deed in lieu of foreclosure); provided, however, that notwithstanding the foregoing, Purchaser shall have the right to enforce any Inducement and Guaranty Agreement against Seller or any Guarantor on behalf of any purchaser of the Property specified in such Inducement and Guaranty Agreement from the Purchaser (and during the period Purchaser is no longer in title of a particular Property due to Purchaser’s sale or other assignment), in the event that such purchaser does not otherwise satisfy the definition of Purchaser Successor contained in this subsection (a), and (b) Purchaser may only grant a pledge of or security interest in its rights under the Inducement and Guaranty Agreement to the single lender or administrative agent referenced in Section 5.13 of the Inducement and Guaranty Agreement provided that such Person is either (i) a single lender which as extended loans (including refinancing loans) to Purchaser or its Affiliates secured by mortgage liens and security interests on some or all of the Properties, or (ii) a single administrative agent acting for one or more lenders which have extended loans (including refinancing loans) to Purchaser or its Affiliates secured by mortgage liens and security interests on some or all of the Properties (in either case, a “Permitted Lender”).

11.     Miscellaneous.

(ii)     ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES AND THE PARTIES WAIVE ANY OBJECTIONS BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. EACH OF SELLER AND THE GUARANTORS (EACH, A “SELLER PARTY”) DOES HEREBY DESIGNATE AND APPOINT CORPORATION SERVICE COMPANY AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN LOS ANGELES, CALIFORNIA, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND NOTICE OF SAID SERVICE MAILED OR DELIVERED TO SUCH SELLER PARTY IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH SELLER PARTY IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF CALIFORNIA. EACH SELLER PARTY (1)

SHALL GIVE PROMPT NOTICE TO PURCHASER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (2) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN LOS ANGELES, CALIFORNIA (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (3) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN LOS ANGELES, CALIFORNIA OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

(ii)     Notwithstanding the foregoing and anything to the contrary in this Agreement, nothing contained herein shall impair Seller’s right to disclose information relating to this Agreement or any Property (i) to any due diligence representatives and/or consultants that are engaged by, work for or are acting on behalf of, any securities dealers and/or broker dealers evaluating Seller, (ii) in connection with any filings (including any amendment or supplement to any S-11 filing) with governmental agencies (including the SEC) by any REIT holding, or that is considering holding, an interest (direct or indirect) in Seller, and (iii) to any broker/dealers in the Seller’s or any REIT’s broker/dealer network and any of the REIT’s or Seller’s investors.

(iii)     The provisions of this Paragraph 6(f) shall survive closing under the PSAs or earlier termination ofthis Agreement and the PSAs.

If to Seller:

c/o GKK Realty Advisors, LLC

420 Lexington Avenue

19th Floor

New York, New York 10170

Attention: Allan B. Rothschild

***@***

With a required copy to:

c/o KBS Capital Advisors LLC

620 Newport Center Drive

Suite 1300

Newport Beach, California 92660

Attention: James Chiboucas, Esq.

***@***

And to:

c/o KBS Capital Advisors LLC

620 Newport Center Drive

Suite 1300

Newport Beach, California 92660

Attention: David E. Snyder

***@***

And with a required copy to:

Greenberg Traurig, LLP

200 Park Avenue

New York, New York 10166

Attention: Stephen L. Rabinowitz, Esq.

E-mail: ***@***

If to Purchaser:

National Financial Realty Inc.

21250 Hawthorne Blvd.

Suite 700

Torrance, CA 90503

Attention: Vincent E. Pellerito

email: ***@***

With a required copy to:

Paul Hastings LLP

515 South Flower Street

Twenty-Fifth Floor

Los Angeles, CA 90071

Attention: Patrick Ramsey

email: ***@***.

nor shall any other person, party or entity be entitled to rely upon the terms, covenants and provisions contained herein.