Common use of Submission of Orders Clause in Contracts

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REIT, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REIT, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITReal Estate Investment Trust III, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITReal Estate Investment Trust III, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent Escrow Agent for KBS Strategic Opportunity REITResource Apartment REIT III, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania Pennsylvania, Washington and Tennessee New York investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A., as escrow agent Escrow Agent for KBS Strategic Opportunity REITResource Apartment REIT III, Inc.” until the Pennsylvania Minimum and Tennessee Minimumhas been achieved. Checks from Washington investors must be made payable to “UMB Bank, respectivelyN.A., have as Escrow Agent for Resource Apartment REIT III, Inc.” until the Washington Minimum has been achieved. Checks from New York investors must be made payable to “UMB Bank, N.A., as Escrow Agent for Resource Apartment REIT III, Inc.” until the New York Minimum has been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end noon of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks and subscription documents will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania Pennsylvania, Washington and Tennessee New York investors. The Dealer will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Dealer. The Dealer will transmit checks and subscription documents from Tennessee Washington investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Washington Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Dealer. The Dealer will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or its agentor, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Dealer. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and subscription documents will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks and subscription documents for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania Pennsylvania, Washington and Tennessee New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from Tennessee Washington investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Washington Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or its agentor, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REIT, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee Washington investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A., as escrow agent Escrow Agent for KBS Strategic Opportunity REITResource Apartment REIT III, Inc.” until the Pennsylvania Minimum and Tennessee Minimumhas been achieved. Checks from Washington investors must be made payable to “UMB Bank, respectivelyN.A., have as Escrow Agent for Resource Apartment REIT III, Inc.” until the Washington Minimum has been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end noon of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks and subscription documents will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee Washington investors. The Dealer will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Dealer. The Dealer will transmit checks and subscription documents from Tennessee Washington investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Washington Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Dealer. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and subscription documents will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks and subscription documents for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee Washington investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from Tennessee Washington investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Washington Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Final Review Office.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REIT, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Arizona, Massachusetts and Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee Arizona investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity Growth & Income REIT, Inc.” until the Arizona Minimum has been achieved. Checks from Massachusetts and Pennsylvania investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Growth & Income REIT, Inc.” until the Massachusetts and Pennsylvania Minimum and Tennessee Minimum, respectively, have has been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Arizona, Massachusetts and Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania Arizona investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Arizona Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee Massachusetts and Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Massachusetts and Pennsylvania Minimum has been achieved, to the Company or its agent. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Arizona, Massachusetts and Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania Arizona investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Arizona Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee Massachusetts and Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Massachusetts and Pennsylvania Minimum has been achieved, to the Company or its agent.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A.First Republic Trust Company, as escrow agent for KBS Strategic Opportunity REITReal Estate Investment Trust, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A.First Republic Trust Company, as escrow agent for KBS Strategic Opportunity REITReal Estate Investment Trust, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have has been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITREIT II, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to New York, Pennsylvania and Tennessee Washington investors. Checks from New York, Pennsylvania and Tennessee Washington investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITREIT II, Inc.” until the New York Minimum, Pennsylvania Minimum and Tennessee Washington Minimum, respectively, have been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from New York, Pennsylvania and Tennessee Washington investors. The Dealer will transmit checks from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee Washington investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Washington Minimum has been achieved, to the Company or its agent. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from New York, Pennsylvania and Tennessee Washington investors. The Final Review Office will transmit checks from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee Washington investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Washington Minimum has been achieved, to the Company or its agent.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent Escrow Agent for KBS Strategic Resource Real Estate Opportunity REITREIT II, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania Pennsylvania, Ohio and Tennessee New York investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A., as escrow agent Escrow Agent for KBS Strategic Resource Real Estate Opportunity REITREIT II, Inc.” until the Pennsylvania Minimum and Tennessee Minimumhas been achieved. Checks from Ohio investors must be made payable to “UMB Bank, respectivelyN.A., have as Escrow Agent for Resource Real Estate Opportunity REIT II, Inc.” until the Ohio Minimum has been achieved. Checks from New York investors must be made payable to “UMB Bank, N.A., as Escrow Agent for Resource Real Estate Opportunity REIT II, Inc.” until the New York Minimum has been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end noon of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks and subscription documents will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania Pennsylvania, Ohio and Tennessee New York investors. The Dealer will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Dealer. The Dealer will transmit checks and subscription documents from Tennessee Ohio investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Ohio Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Dealer. The Dealer will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or its agentor, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Dealer. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and subscription documents will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks and subscription documents for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania Pennsylvania, Ohio and Tennessee New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from Tennessee Ohio investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Ohio Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from New York investors for deposit to the escrow agent for the Company or its agentor, after the New York Minimum has been achieved, to the Company, by the end of the next business day following receipt by the Final Review Office.

Submission of Orders. Those Except as set forth below, those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REIT, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable or wire transfer directed to “UMB Bank, N.A., as escrow agent Escrow Agent for KBS Strategic Opportunity REITIndustrial Income Trust Inc.” After the Company meets the Minimum Offering requirement of $2,000,000, subscribers (except residents of the States of New York, of Tennessee and of Pennsylvania) will be instructed by the Dealer to make their checks payable to or to send wire transfers for the account of “Industrial Income Trust Inc.” Those persons who purchase Shares and are residents of the States of New York or of Tennessee, will be instructed by the Dealer Manager or the Dealer to make their checks payable to or wire transfers directed to “UMB Bank N.A., as Escrow Agent for Industrial Income Trust Inc.” until the Pennsylvania Minimum Company receives aggregate gross proceeds from the Offering of at least $2,500,000 and Tennessee Minimum$10,000,000, respectively, have been achieved. The after which checks should be made payable to or wire transfers sent for the account of “Industrial Income Trust Inc.” Those persons who purchase Shares and are residents of the Commonwealth of Pennsylvania will be instructed by the Dealer will return any Manager or the Dealer to make their checks payable to or wire transfers directed to “UMB Bank, N.A., as Escrow Agent for Industrial Income Trust Inc.” until the Company receives aggregate gross proceeds of at least $75,000,000 from investors in this Offering who are not residents of the Commonwealth of Pennsylvania, after which checks should be made payable to or wire transfers sent for the account of “Industrial Income Trust Inc.” Any Dealer receiving a check it receives not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of in accordance with the following methods: procedures. Where, pursuant to the a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentDealer. Where, pursuant to the a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit Office. Except as agreed to the escrow agent for the Company or to the Dealer Manager (or an agent of in writing by the Dealer Manager) if the Dealer Manager is acting , Dealers shall mail checks and completed subscription documents by Direct Overnight Mail to UMB Bank, N.A., as processing broker-dealer orEscrow Agent for Industrial Income Trust Inc., after the Minimum Offering has been achievedAttention: Corporate Trust Department, to the Company or its agent1010 Grand Boulevard, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or4th Floor, after the Pennsylvania Minimum has been achievedMail Stop 1020409, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or▇▇▇▇▇▇ ▇▇▇▇, after the Tennessee Minimum has been achieved, to the Company or its agent▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A.“ , as escrow agent for KBS Strategic Opportunity REITReal Estate Investment Trust III, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A.“ , as escrow agent for KBS Strategic Opportunity REITReal Estate Investment Trust III, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB "Wachovia Bank, N.A., as escrow agent for KBS Strategic Opportunity REIT, Inc.” or, after WTREIT" unless and until the Minimum Offering has been achievedis obtained. Thereafter persons who purchase Shares will be instructed by the Dealer to make their checks payable to "Wells Timber Real Estate In▇▇▇▇▇ent Trust, Inc." Any Dealer receiving a check prior to the Company, except with respect to time that the Minimum Offering or the Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A.Minimum, as escrow agent for KBS Strategic Opportunity REITapplicable, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have been achieved. The Dealer will return any check it receives is obtained that does not conforming conform to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit either to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering or the Pennsylvania Minimum, as applicable, has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentCompany. Where, pursuant to the Dealer’s 's internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”"FINAL REVIEW OFFICE"). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office Office, transmit such checks for deposit to either the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee investorsInvestors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to either the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agentCompany. The Final Review Office will transmit checks from Tennessee investors for deposit If the Dealer receives a check that is made payable to the escrow agent for Escrow Agent after the Company Minimum Offering or to the Pennsylvania Minimum, as applicable, is obtained, the Dealer Manager (or an agent of shall deposit such check with the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentEscrow Agent.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent Escrow Agent for KBS Strategic Resource Real Estate Opportunity REITREIT II, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee New York investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A., as escrow agent Escrow Agent for KBS Strategic Resource Real Estate Opportunity REITREIT II, Inc.” until the Pennsylvania Minimum and Tennessee Minimumhas been achieved. Checks from New York investors must be made payable to “UMB Bank, respectivelyN.A., have as Escrow Agent for Resource Real Estate Opportunity REIT II, Inc.” until the New York Minimum has been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end noon of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks and subscription documents will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee New York investors. The Dealer will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Dealer. The Dealer will transmit checks and subscription documents from Tennessee New York investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee New York Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Dealer. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and subscription documents will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks and subscription documents for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from Tennessee New York investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee New York Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Final Review Office.

Submission of Orders. Those 31.1 The Dealer Manager will require in its agreements with each Selling Group Member that each Selling Group Member will instruct those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITCottonwood Communities, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to New York, Washington, Kansas, Ohio and Pennsylvania and Tennessee investors. Checks from Pennsylvania New York, Washington, Kansas and Tennessee Ohio investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITCottonwood Communities, Inc.” until the Pennsylvania Minimum and Tennessee New York Minimum, Washington Minimum, Kansas Minimum, or Ohio Minimum, respectively, have been achieved. The Dealer Manager and each Selling Group Member will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Notwithstanding the foregoing, subscriptions from Pennsylvania investors will not be accepted by the Company, and will be returned to such Pennsylvania investors in accordance with the Prospectus, until the Pennsylvania Minimum is achieved. After the Pennsylvania Minimum has been achieved, Pennsylvania investors shall make their checks payable to the Company. Checks received by the Dealer Manager or Selling Group Member that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: : 31.2 Where, pursuant to the DealerSelling Group Member’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer Selling Group Member for deposit to an the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from New York, Washington, Kansas, Ohio and Pennsylvania and Tennessee investors. The Dealer Selling Group Member will transmit checks from Pennsylvania New York investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania New York Minimum has been achieved, to the Company or its agent. The Dealer Selling Group Member will transmit checks from Tennessee Washington investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Washington Minimum has been achieved, to the Company or its agent. The Selling Group Member will transmit checks from Kansas investors for deposit to the escrow agent for the Company or, after the Kansas Minimum has been achieved, to the Company or its agent. The Selling Group Member will transmit checks from Ohio investors for deposit to the escrow agent for the Company or, after the Ohio Minimum has been achieved, to the Company or its agent. After the Pennsylvania Minimum has been achieved, the Selling Group Member will transmit checks from Pennsylvania investors to the Company or its agent. 31.3 Where, pursuant to the DealerSelling Group Member’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer Selling Group Member to the office of the Dealer Selling Group Member conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from New York, Washington, Kansas, Ohio and Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania New York investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania New York Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee Washington investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Washington Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Kansas investors for deposit to the escrow agent for the Company or, after the Kansas Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Ohio investors for deposit to the escrow agent for the Company or, after the Ohio Minimum has been achieved, to the Company or its agent. After the Pennsylvania Minimum has been achieved, the Final Review Office will transmit checks from Pennsylvania investors to the Company or its agent. 31.4 Where the Dealer Manager receives investor proceeds, checks will be transmitted by the end of the next business day following receipt by the Dealer Manager for deposit to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from New York, Washington, Kansas, Ohio and Pennsylvania investors. The Dealer Manager will transmit checks from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company or its agent. The Dealer Manager will transmit checks from Washington investors for deposit to the escrow agent for the Company or, after the Washington Minimum has been achieved, to the Company or its agent. The Dealer Manager will transmit checks from Kansas investors for deposit to the escrow agent for the Company or, after the Kansas Minimum has been achieved, to the Company or its agent. The Dealer Manager will transmit checks from Ohio investors for deposit to the escrow agent for the Company or, after the Ohio Minimum has been achieved, to the Company or its agent. After the Pennsylvania Minimum has been achieved, the Dealer Manager will transmit checks from Pennsylvania investors for deposit to the Company or its agent. 31.5 Notwithstanding the above, the Dealer Manager may authorize certain Selling Group Members that are “$250,000 broker-dealers” to instruct their customers to make their checks for Shares subscribed for payable directly to the Selling Group Member or authorize a debit from the customer’s account maintained with the Selling Group Member for the amount of Shares subscribed for by the customer. In such case, the Selling Group Member will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to “UMB Bank, N.A., as escrow agent for Cottonwood Communities, Inc.” or, after the Minimum Offering has been achieved, the Selling Group Member will collect the proceeds of the subscribers’ checks and debits and wire funds to the Company or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the Company, except with respect to New York, Washington, Kansas, Ohio and Pennsylvania investors. For New York investors, the Selling Group Member will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to “UMB Bank, N.A., as escrow agent for Cottonwood Communities, Inc.” or, after the New York Minimum has been achieved, the Selling Group Member will collect the proceeds of the subscribers’ checks and debits and wire funds to the Company or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the Company. For Washington investors, the Selling Group Member will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to “UMB Bank, N.A., as escrow agent for Cottonwood Communities, Inc.” or, after the Washington Minimum has been achieved, the Selling Group Member will collect the proceeds of the subscribers’ checks and debits and wire funds to the Company or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the Company. For Kansas investors, the Selling Group Member will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to “UMB Bank, N.A., as escrow agent for Cottonwood Communities, Inc.” or, after the Kansas Minimum has been achieved, the Selling Group Member will collect the proceeds of the subscribers’ checks and debits and wire funds to the Company or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the Company. For Ohio investors, the Selling Group Member will collect the proceeds of the subscribers’ checks and debits and wire funds to the escrow agent or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to “UMB Bank, N.A., as escrow agent for Cottonwood Communities, Inc.” or, after the Ohio Minimum has been achieved, the Selling Group Member will collect the proceeds of the subscribers’ checks and debits and wire funds to the Company or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the Company. For Pennsylvania investors, after the Pennsylvania Minimum has been achieved, the Selling Group Member will collect the proceeds of the subscribers’ checks and debits and wire funds to the Company or, if instructed by the Dealer Manager, issue a check for the aggregate amount of the subscription proceeds made payable to the Company. The procedures for transmittal of checks and wiring of funds of $250,000 broker-dealers will be set forth in the agreements between the $250,000 broker-dealer and the Dealer Manager. If the foregoing correctly sets forth the understanding between the Dealer Manager, the Company and Cottonwood Management, please so indicate in the space provided below for that purpose, and return one of the signed copies of this letter agreement to the Company whereupon this letter agreement shall constitute a binding agreement among us. Very truly yours, COTTONWOOD COMMUNITIES, INC., a Maryland corporation By: AGREED AND ACCEPTED: ORCHARD SECURITIES, LLC, a Utah limited liability company By: Its: Commission checks to be sent to: Name: Orchard Securities, LLC Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ COTTONWOOD COMMUNITIES MANAGEMENT, LLC, a Delaware limited liability company By: , 20 Ladies and Gentlemen: The undersigned, Orchard Securities, LLC, a Utah limited liability company (the “Dealer Manager”), has entered into an agreement (the “Dealer Manager Agreement”) with Cottonwood Communities, Inc., a Maryland corporation (the “Company”) and Cottonwood Communities Management, LLC, a Delaware limited liability company (“Cottonwood Management”) for the sale to the public (the “Offering”) of up to $750,000,000 in shares of common stock (the “Shares”) of the Company pursuant to a primary offering (the “Primary Offering”) and the Company’s distribution reinvestment plan (“DRP”), pursuant to which the Dealer Manager has agreed to use its best efforts to form and manage, as the Dealer Manager, a group of securities dealers (the “Selling Group Members”) for the purpose of soliciting offers for the purchase of the Shares. The Dealer Manager Agreement is attached as Exhibit A. Terms used but not otherwise defined in this Soliciting Dealer Agreement (this “Agreement”) have the same meanings as set forth in the Dealer Manager Agreement. The Shares will be offered at the prices and upon the terms set forth in the Prospectus (as amended and supplemented from time to time). You are invited to become a Selling Group Member and by your confirmation hereof you agree to act in such capacity and to use your best efforts, in accordance with the following terms and conditions, to find qualified investors (the “Investors”) for the Shares. By your acceptance of this Agreement, you will become one of the Selling Group Members and will be entitled to and subject to the indemnification and contribution provisions contained in the Dealer Manager Agreement, including the provisions of the Dealer Manager Agreement wherein the Selling Group Members severally agree to indemnify and hold harmless the Company, Cottonwood Management and the Dealer Manager for certain actions.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REIT, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REIT, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent. Where, pursuant to the Dealer’s 's internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB "U.S. Bank, N.A., as escrow agent for KBS Strategic Opportunity REIT, Inc.” or, after WTREIT" unless and until the Minimum Offering has been achievedis obtained. Thereafter persons who purchase Shares will be instructed by the Dealer to make their checks payable to "Wells Timber Real Estate In▇▇▇▇▇ent Trust, Inc." Any Dealer receiving a check prior to the Company, except with respect to time that the Minimum Offering or the Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A.Minimum, as escrow agent for KBS Strategic Opportunity REITapplicable, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have been achieved. The Dealer will return any check it receives is obtained that does not conforming conform to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit either to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering or the Pennsylvania Minimum, as applicable, has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentCompany. Where, pursuant to the Dealer’s 's internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”"FINAL REVIEW OFFICE"). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office Office, transmit such checks for deposit to either the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee investorsInvestors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to either the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agentCompany. The Final Review Office will transmit checks from Tennessee investors for deposit If the Dealer receives a check that is made payable to the escrow agent for Escrow Agent after the Company Minimum Offering or to the Pennsylvania Minimum, as applicable, is obtained, the Dealer Manager (or an agent of shall deposit such check with the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentEscrow Agent.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer Selling Group Member to make their checks payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITCottonwood Communities, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to New York, Washington, Kansas, Ohio and Pennsylvania and Tennessee investors. Checks from Pennsylvania New York, Washington, Kansas and Tennessee Ohio investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITCottonwood Communities, Inc.” until the Pennsylvania New York Minimum, Washington Minimum, Kansas Minimum and Tennessee Ohio Minimum, respectively, have been achieved. The Dealer Selling Group Member will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Notwithstanding the foregoing, subscriptions from Pennsylvania investors will not be accepted by the Company, and will be returned to such Pennsylvania investors in accordance with the Prospectus, until the Pennsylvania Minimum is achieved. After the Pennsylvania Minimum has been achieved, Pennsylvania investors shall make their checks payable to the Company. Checks received by the Dealer Selling Group Member that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the DealerSelling Group Member’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer Selling Group Member for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from New York, Washington, Kansas, Ohio and Pennsylvania and Tennessee investors. The Dealer Selling Group Member will transmit checks from Pennsylvania New York investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania New York Minimum has been achieved, to the Company or its agent. The Dealer Selling Group Member will transmit checks from Tennessee Washington investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Washington Minimum has been achieved, to the Company or its agent. The Selling Group Member will transmit checks from Kansas investors for deposit to the escrow agent for the Company or, after the Kansas Minimum has been achieved, to the Company or its agent. The Selling Group Member will transmit checks from Ohio investors for deposit to the escrow agent for the Company or, after the Ohio Minimum has been achieved, to the Company or its agent. After the Pennsylvania Minimum has A-5 been achieved, the Selling Group Member will transmit checks from Pennsylvania investors to the Company or its agent. Where, pursuant to the DealerSelling Group Member’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer Selling Group Member to the office of the Dealer Selling Group Member conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from New York, Washington, Kansas, Ohio and Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania New York investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania New York Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee Washington investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Washington Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Kansas investors for deposit to the escrow agent for the Company or, after the Kansas Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Ohio investors for deposit to the escrow agent for the Company or, after the Ohio Minimum has been achieved, to the Company or its agent. After the Pennsylvania Minimum has been achieved, the Final Review Office will transmit checks from Pennsylvania investors to the Company or its agent.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., N.A. as escrow agent for KBS Strategic Opportunity Legacy Partners Apartment REIT, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity Legacy Partners Apartment REIT, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent.

Submission of Orders. Those Except as set forth below, those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A.[BANK], as escrow agent for KBS Strategic Opportunity REIT, Income Property Trust of the Americas Inc.” or, after After the Company meets the Minimum Offering has been achievedrequirement of $2,000,000, subscribers (except residents of the States of New York and of Pennsylvania) will be instructed by the Dealer to make their checks payable to or to send wire transfers for the Companyaccount of “Income Property Trust of the Americas Inc.” Those persons who purchase Shares and are residents of the States of New York or of Pennsylvania, except with respect will be instructed by the Dealer Manager or the Dealer to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made make their checks payable to “UMB Bank, N.A.[BANK], as escrow agent for KBS Strategic Opportunity REIT, Inc.Income Property Trust of the Americas Inc. ” until the Pennsylvania Minimum Company receives aggregate gross proceeds from the Offering of $2,500,000 and Tennessee Minimum$ , respectively, have been achieved. The after which checks should be made payable to or wire transfers sent for the account of “Income Property Trust of the Americas Inc.” Any Dealer will return any receiving a check it receives not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of in accordance with the following methods: procedures. Where, pursuant to the a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentDealer. Where, pursuant to the a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit Office. Except as agreed to the escrow agent for the Company or to the Dealer Manager (or an agent of in writing by the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achievedDealers shall mail checks and completed subscription documents by Direct Overnight Mail to , to the Company or its agentAttn: Income Property Trust of Americas, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer orInc., after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A.[ ], as escrow agent for KBS Strategic Opportunity REIT▇▇▇▇▇ Real Estate Investment Trust III, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A.[ ], as escrow agent for KBS Strategic Opportunity REIT▇▇▇▇▇ Real Estate Investment Trust III, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have has been achieved. The Any Dealer will return any receiving a check it receives not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentCompany. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office Office, transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agentCompany. The Final Review Office Dealer agrees to be bound by the terms of the Escrow Agreement dated , 2010, among [ ], as escrow agent, the Dealer Manager and the Company, copies of which are attached hereto as Exhibit B and the Dealer further agrees that it will transmit checks from Tennessee investors for deposit to not represent or imply that [ ], as the escrow agent for identified in the Prospectus, has investigated the desirability or advisability of an investment in the Company or to has approved, endorsed or passed upon the merits of the Shares or of the Company, nor will the Dealer Manager (or an use the name of said escrow agent in any manner whatsoever in connection with the offer and sale of the Dealer Manager) if the Dealer Manager is acting Shares other than by acknowledgement that it has agreed to serve as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its escrow agent.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, Bank N.A., as escrow agent for KBS Strategic Opportunity ▇▇▇▇▇ Core Office Income REIT, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, Bank N.A., as escrow agent for KBS Strategic Opportunity ▇▇▇▇▇ Core Office Income REIT, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have has been achieved. The Any Dealer will return any receiving a check it receives not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentCompany. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office Office, transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agentCompany. The Final Review Office Dealer agrees to be bound by the terms of the Escrow Agreement, among UMB Bank N.A., as escrow agent, the Dealer Manager and the Company, copies of which are attached hereto as Exhibit B and the Dealer further agrees that it will transmit checks from Tennessee investors for deposit to not represent or imply that UMB Bank N.A., as the escrow agent for identified in the Prospectus, has investigated the desirability or advisability of an investment in the Company or to has approved, endorsed or passed upon the merits of the Shares or of the Company, nor will the Dealer Manager (or an use the name of said escrow agent in any manner whatsoever in connection with the offer and sale of the Dealer Manager) if the Dealer Manager is acting Shares other than by acknowledgement that it has agreed to serve as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its escrow agent.

Submission of Orders. Those Except as set forth below, those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank▇▇▇▇▇ FARGO BANK, N.A.NA, as escrow agent AS AGENT FOR PRIME REALTY INCOME TRUST, INC.” After the Company meets the Minimum Offering requirement of $2,500,000, subscribers (except residents of Pennsylvania) will be instructed by the Dealer to make their checks payable to or to send wire transfers for KBS Strategic Opportunity REITthe account of “Prime Realty Income Trust, Inc.” orThose persons who purchase Shares and are residents of Pennsylvania, will be instructed by the Dealer Manager or the Dealer to make their checks payable to “▇▇▇▇▇ FARGO BANK, NA, AS AGENT FOR PRIME REALTY INCOME TRUST, INC.” until the Company receives aggregate gross proceeds from the Offering of $29,750,000 after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must which checks should be made payable to or wire transfers sent for the account of “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITPrime Realty Income Trust, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have been achieved. The Any Dealer will return any receiving a check it receives not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of in accordance with the following methods: procedures. Where, pursuant to the a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentDealer. Where, pursuant to the a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit Office. Except as agreed to the escrow agent for the Company or to the Dealer Manager (or an agent of in writing by the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achievedDealers shall mail checks and completed subscription documents by direct overnight mail to Prime Realty Income Trust, to the Company or its agentInc., except for investments from Pennsylvania and Tennessee investors. c/o The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer orPrime Group, after the Pennsylvania Minimum has been achievedInc., to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, after the Tennessee Minimum has been achievedSuite 2500, to the Company or its agentChicago, Illinois 60654, Attn: Chief Financial Officer.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer Selling Group Member to make their checks payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITCottonwood Communities, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to New York, Washington, Kansas, Ohio and Pennsylvania and Tennessee investors. Checks from Pennsylvania New York, Washington, Kansas and Tennessee Ohio investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITCottonwood Communities, Inc.” until the Pennsylvania New York Minimum, Washington Minimum, Kansas Minimum and Tennessee Ohio Minimum, respectively, have been achieved. The Dealer Selling Group Member will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Notwithstanding the foregoing, subscriptions from Pennsylvania investors will not be accepted by the Company, and will be returned to such Pennsylvania investors in accordance with the Prospectus, until the Pennsylvania Minimum is achieved. After the Pennsylvania Minimum has been achieved, Pennsylvania investors shall make their checks payable to the Company. Checks received by the Dealer Selling Group Member that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the DealerSelling Group Member’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer Selling Group Member for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from New York, Washington, Kansas, Ohio and Pennsylvania and Tennessee investors. The Dealer Selling Group Member will transmit checks from Pennsylvania New York investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania New York Minimum has been achieved, to the Company or its agent. The Dealer Selling Group Member will transmit checks from Tennessee Washington investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Washington Minimum has been achieved, to the Company or its agent. The Selling Group Member will transmit checks from Kansas investors for deposit to the escrow agent for the Company or, after the Kansas Minimum has been achieved, to the Company or its agent. The Selling Group Member will transmit checks from Ohio investors for deposit to the escrow agent for the Company or, after the Ohio Minimum has been achieved, to the Company or its agent. After the Pennsylvania Minimum has been achieved, the Selling Group Member will transmit checks from Pennsylvania investors to the Company or its agent. Where, pursuant to the DealerSelling Group Member’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer Selling Group Member to the office of the Dealer Selling Group Member conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from New York, Washington, Kansas, Ohio and Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania New York investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania New York Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee Washington investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Washington Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Kansas investors for deposit to the escrow agent for the Company or, after the Kansas Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Ohio investors for deposit to the escrow agent for the Company or, after the Ohio Minimum has been achieved, to the Company or its agent. After the Pennsylvania Minimum has been achieved, the Final Review Office will transmit checks from Pennsylvania investors to the Company or its agent.

Submission of Orders. Those Except as set forth below, those persons who purchase Shares will be instructed by the Dealer to make their checks payable to or wire transfer directed to “UMB Bank, N.A.The Bank of New York Mellon, as escrow agent for KBS Strategic Opportunity REIT, Industrial Income Trust Inc.” or, after After the Company meets the Minimum Offering has been achievedrequirement of $2,000,000, subscribers (except residents of the States of New York and of Pennsylvania) will be instructed by the Dealer to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made make their checks payable to or to send wire transfers for the account of “UMB BankIndustrial Income Trust Inc.” Those persons who purchase Shares and are residents of the States of New York or of Pennsylvania, N.A.will be instructed by the Dealer Manager or the Dealer to make their checks payable to or wire transfers directed to “The Bank of New York Mellon, as escrow agent for KBS Strategic Opportunity REIT, Industrial Income Trust Inc.” until the Pennsylvania Minimum Company receives aggregate gross proceeds from the Offering of $2,500,000 and Tennessee Minimum$75,000,000, respectively, have been achieved. The after which checks should be made payable to or wire transfers sent for the account of “Industrial Income Trust Inc.” Any Dealer will return any receiving a check it receives not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of in accordance with the following methods: procedures. Where, pursuant to the a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentDealer. Where, pursuant to the a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit Office. Except as agreed to the escrow agent for the Company or to the Dealer Manager (or an agent of in writing by the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achievedDealers shall mail checks and completed subscription documents by Direct Overnight Mail to The Bank of New York Mellon, to the Company or its agent▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager 8W, New York NY 10286, Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇, Escrow Unit (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentFor: Industrial Income Trust Inc.).

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., “ as escrow agent for KBS Strategic Opportunity Legacy Apartment Community REIT, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A.“ , as escrow agent for KBS Strategic Opportunity Legacy Apartment Community REIT, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have has been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB TD Bank, N.A., as escrow agent Escrow Agent for KBS Strategic Resource Real Estate Opportunity REIT, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee New York investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB TD Bank, N.A., as escrow agent Escrow Agent for KBS Strategic Resource Real Estate Opportunity REIT, Inc.” until the Pennsylvania Minimum and Tennessee Minimumhas been achieved. Checks from New York investors must be made payable to “TD Bank, respectivelyN.A., have as Escrow Agent for Resource Real Estate Opportunity REIT, Inc.” until the New York Minimum has been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end noon of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks and subscription documents will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee New York investors. The Dealer will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Dealer. The Dealer will transmit checks and subscription documents from Tennessee New York investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee New York Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Dealer. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and subscription documents will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks and subscription documents for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from Tennessee New York investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee New York Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Final Review Office.

Submission of Orders. Those 31.1 The Dealer Manager will require in its agreements with each Selling Group Member that each Selling Group Member will instruct those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITCottonwood Communities, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to New York, Washington, Kansas, Ohio and Pennsylvania and Tennessee investors. Checks from Pennsylvania New York, Washington, Kansas and Tennessee Ohio investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITCottonwood Communities, Inc.” until the Pennsylvania Minimum and Tennessee New York Minimum, Washington Minimum, Kansas Minimum, or Ohio Minimum, respectively, have been achieved. The Dealer Manager and each Selling Group Member will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Notwithstanding the foregoing, subscriptions from Pennsylvania investors will not be accepted by the Company, and will be returned to such Pennsylvania investors in accordance with the Prospectus, until the Pennsylvania Minimum is achieved. After the Pennsylvania Minimum has been achieved, Pennsylvania investors shall make their checks payable to the Company. Checks received by the Dealer Manager or Selling Group Member that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: : 31.2 Where, pursuant to the DealerSelling Group Member’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer Selling Group Member for deposit to an the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from New York, Washington, Kansas, Ohio and Pennsylvania and Tennessee investors. The Dealer Selling Group Member will transmit checks from Pennsylvania New York investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania New York Minimum has been achieved, to the Company or its agent. The Dealer Selling Group Member will transmit checks from Tennessee Washington investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Washington Minimum has been achieved, to the Company or its agent. The Selling Group Member will transmit checks from Kansas investors for deposit to the escrow agent for the Company or, after the Kansas Minimum has been achieved, to the Company or its agent. The Selling Group Member will transmit checks from Ohio investors for deposit to the escrow agent for the Company or, after the Ohio Minimum has been achieved, to the Company or its agent. After the Pennsylvania Minimum has been achieved, the Selling Group Member will transmit checks from Pennsylvania investors to the Company or its agent. 31.3 Where, pursuant to the DealerSelling Group Member’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer Selling Group Member to the office of the Dealer Selling Group Member conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from New York, Washington, Kansas, Ohio and Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania New York investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania New York Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee Washington investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Washington Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Kansas investors for deposit to the escrow agent for the Company or, after the Kansas Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Ohio investors for deposit to the escrow agent for the Company or, after the Ohio Minimum has been achieved, to the Company or its agent. After the Pennsylvania Minimum has been achieved, the Final Review Office will transmit checks from Pennsylvania investors to the Company or its agent. 31.4 Where the Dealer Manager receives investor proceeds, checks will be transmitted by the end of the next business day following receipt by the Dealer Manager for deposit to the escrow agent for the Company or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from New York, Washington, Kansas, Ohio and Pennsylvania investors. The Dealer Manager will transmit checks from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company or its agent. The Dealer Manager will transmit checks from Washington investors for deposit to the escrow agent for the Company or, after the Washington Minimum has been achieved, to the Company or its agent. The Dealer Manager will transmit checks from Kansas investors for deposit to the escrow agent for the Company or, after the Kansas Minimum has been achieved, to the Company or its agent. The Dealer Manager will transmit checks from Ohio investors for deposit to the escrow agent for the Company or, after the Ohio Minimum has been achieved, to the Company or its agent. After the Pennsylvania Minimum has been achieved, the Dealer Manager will transmit checks from Pennsylvania investors for deposit to the Company or its agent. If the foregoing correctly sets forth the understanding between the Dealer Manager, the Company and Cottonwood Management, please so indicate in the space provided below for that purpose, and return one of the signed copies of this letter agreement to the Company whereupon this letter agreement shall constitute a binding agreement among us. Very truly yours, COTTONWOOD COMMUNITIES, INC., a Maryland corporation By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ AGREED AND ACCEPTED: ORCHARD SECURITIES, LLC, a Utah limited liability company By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Its: President Commission checks to be sent to: Name: Orchard Securities, LLC Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ COTTONWOOD COMMUNITIES MANAGEMENT, LLC, a Delaware limited liability company By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Ladies and Gentlemen: The undersigned, Orchard Securities, LLC, a Utah limited liability company (the “Dealer Manager”), has entered into an agreement (the “Dealer Manager Agreement”) with Cottonwood Communities, Inc., a Maryland corporation (the “Company”) and Cottonwood Communities Management, LLC, a Delaware limited liability company (“Cottonwood Management”) for the sale to the public (the “Offering”) of up to $750,000,000 in shares of common stock (the “Shares”) of the Company pursuant to a primary offering (the “Primary Offering”) and the Company’s distribution reinvestment plan (“DRP”), pursuant to which the Dealer Manager has agreed to use its best efforts to form and manage, as the Dealer Manager, a group of securities dealers (the “Selling Group Members”) for the purpose of soliciting offers for the purchase of the Shares. The Dealer Manager Agreement is attached as Exhibit A. Terms used but not otherwise defined in this Soliciting Dealer Agreement (this “Agreement”) have the same meanings as set forth in the Dealer Manager Agreement. The Shares will be offered at the prices and upon the terms set forth in the Prospectus (as amended and supplemented from time to time). You are invited to become a Selling Group Member and by your confirmation hereof you agree to act in such capacity and to use your best efforts, in accordance with the following terms and conditions, to find qualified investors (the “Investors”) for the Shares. By your acceptance of this Agreement, you will become one of the Selling Group Members and will be entitled to and subject to the indemnification and contribution provisions contained in the Dealer Manager Agreement, including the provisions of the Dealer Manager Agreement wherein the Selling Group Members severally agree to indemnify and hold harmless the Company, Cottonwood Management and the Dealer Manager for certain actions.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, Bank N.A., as escrow agent for KBS Strategic Opportunity ▇▇▇▇▇ Core Office Income REIT, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, Bank N.A., as escrow agent for KBS Strategic Opportunity ▇▇▇▇▇ Core Office Income REIT, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have has been achieved. The Any Dealer will return any receiving a check it receives not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentCompany. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office Office, transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agentCompany. The Final Review Office Dealer agrees to be bound by the terms of the Escrow Agreement dated , 2010, among UMB Bank N.A., as escrow agent, the Dealer Manager and the Company, copies of which are attached hereto as Exhibit B and the Dealer further agrees that it will transmit checks from Tennessee investors for deposit to not represent or imply that UMB Bank N.A., as the escrow agent for identified in the Prospectus, has investigated the desirability or advisability of an investment in the Company or to has approved, endorsed or passed upon the merits of the Shares or of the Company, nor will the Dealer Manager (or an use the name of said escrow agent in any manner whatsoever in connection with the offer and sale of the Dealer Manager) if the Dealer Manager is acting Shares other than by acknowledgement that it has agreed to serve as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its escrow agent.

Submission of Orders. Those Except as set forth below, those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REIT, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable or wire transfer directed to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REIT, Industrial Property REIT Inc.” After the Company meets the Minimum Offering requirement of $2,000,000, subscribers will be instructed by the Dealer to make their checks payable to or to send wire transfers for the account of “Industrial Property REIT Inc.” Subscriptions from persons who are residents of the State of Pennsylvania will not be submitted and shall not be accepted by the Company until the Pennsylvania Minimum and Tennessee MinimumCompany receives aggregate gross proceeds from the Offering of $50,000,000, respectively, have been achieved. The after which checks should be made payable to or wire transfers sent for the account of “Industrial Property REIT Inc.” Any Dealer will return any receiving a check it receives not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of in accordance with the following methods: procedures. Where, pursuant to the a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer to the Company for deposit to with an escrow agent agent, where appropriate, or for deposit directly with the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent. Where, pursuant to the a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office transmit such checks to the Company for deposit to the with an escrow agent agent, where appropriate, or for deposit directly with the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, . Except as agreed to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of in writing by the Dealer Manager) if the Dealer Manager is acting , Dealers shall deliver checks and completed subscription documents via overnight courier to UMB Bank, N.A., as processing broker-dealer orEscrow Agent for Industrial Property REIT Inc., after the Pennsylvania Minimum has been achievedAttention: Corporate Trust Department, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or1010 Grand Boulevard, after the Tennessee Minimum has been achieved4th Floor, to the Company or its agentMail Stop 1020409, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., N.A. as escrow agent for KBS Strategic Opportunity Legacy Apartment Community REIT, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity Legacy Apartment Community REIT, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have has been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., N.A. as escrow agent for KBS Strategic Opportunity Legacy Partners Apartment REIT, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity Legacy Partners Apartment REIT, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent. Where, pursuant to the Dealer’s 's internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REIT, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Arizona, Pennsylvania and Tennessee Washington investors. Checks from Pennsylvania and Tennessee Arizona investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity Growth & Income REIT, Inc.” until the Arizona Minimum has been achieved. Checks from Pennsylvania investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Growth & Income REIT, Inc.” until the Pennsylvania Minimum and Tennessee Minimumhas been achieved. Checks from Washington investors must be made payable to “UMB Bank, respectivelyN.A., have as escrow agent for KBS Growth & Income REIT, Inc.” until the Washington Minimum has been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an the Company or its agent, except for investments from Arizona, Pennsylvania and Washington investors. The Dealer will transmit checks from Arizona investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Arizona Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee Washington investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Washington Minimum has been achieved, to the Company or its agent. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the Company or its agent, except for investments from Arizona, Pennsylvania and Washington investors. The Final Review Office will transmit checks from Arizona investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Arizona Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee Washington investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Washington Minimum has been achieved, to the Company or its agent.

Submission of Orders. 15.1. Those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITREIT II, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to New York, Pennsylvania and Tennessee Washington investors. Checks from New York, Pennsylvania and Tennessee Washington investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITREIT II, Inc.” until the New York Minimum, Pennsylvania Minimum and Tennessee Washington Minimum, respectively, have been achieved. The Dealer will return Manager, any agent of the Dealer Manager and any Dealer receiving a check it receives not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer Manager, any agent of the Dealer Manager or a Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: methods described in this Section 15. 15.2. Where, pursuant to the a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from New York, Pennsylvania and Tennessee Washington investors. The Dealer will transmit checks from New York investors for deposit to the escrow agent for the Company or, after the New York Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee Washington investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Washington Minimum has been achieved, to the Company or its agent.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A.First Republic Trust Company, as escrow agent for KBS Strategic Opportunity REITReal Estate Investment Trust, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A.First Republic Trust Company, as escrow agent for KBS Strategic Opportunity REITReal Estate Investment Trust, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have has been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of at the Dealer Manageraddress specified on the subscription agreement) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of at the Dealer Manageraddress specified on the subscription agreement) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentCompany. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of at the Dealer Manageraddress specified on the subscription agreement) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of at the Dealer Manageraddress specified on the subscription agreement) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentCompany.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer Selling Group Member to make their checks payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITCottonwood Communities, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania New York and Tennessee Washington investors. Checks from Pennsylvania New York and Tennessee Washington investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITCottonwood Communities, Inc.” until the Pennsylvania New York Minimum and Tennessee Washington Minimum, respectively, have been achieved. The Dealer Selling Group Member will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Notwithstanding the foregoing, subscriptions from Pennsylvania investors will not be accepted by the Company until the Pennsylvania Minimum is achieved. Checks received by the Dealer Selling Group Member that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the DealerSelling Group Member’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer Selling Group Member for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania New York and Tennessee Washington investors. The Dealer Selling Group Member will transmit checks from Pennsylvania New York investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania New York Minimum has been achieved, to the Company or its agent. The Dealer Selling Group Member will transmit checks from Tennessee Washington investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Washington Minimum has been achieved, to the Company or its agent. Where, pursuant to the DealerSelling Group Member’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer Selling Group Member to the office of the Dealer Selling Group Member conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania New York and Tennessee Washington investors. The Final Review Office will transmit checks from Pennsylvania New York investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania New York Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee Washington investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Washington Minimum has been achieved, to the Company or its agent.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB TD Bank, N.A., as escrow agent Escrow Agent for KBS Strategic Resource Real Estate Opportunity REIT, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee New York investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB TD Bank, N.A., as escrow agent Escrow Agent for KBS Strategic Resource Real Estate Opportunity REIT, Inc.” until the Pennsylvania Minimum and Tennessee Minimumhas been achieved. Checks from New York investors must be made payable to “TD Bank, respectivelyN.A., have as Escrow Agent for Resource Real Estate Opportunity REIT, Inc.” until the New York Minimum has been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end noon of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks and subscription documents will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee New York investors. The Dealer will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Dealer. The Dealer will transmit checks and subscription documents from Tennessee New York investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee New York Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Dealer. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and subscription documents will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks and subscription documents for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from Tennessee New York investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee New York Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Final Review Office.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB TD Bank, N.A., as escrow agent Escrow Agent for KBS Strategic Resource Real Estate Opportunity REITREIT II, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee New York investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB TD Bank, N.A., as escrow agent Escrow Agent for KBS Strategic Resource Real Estate Opportunity REITREIT II, Inc.” until the Pennsylvania Minimum and Tennessee Minimumhas been achieved. Checks from New York investors must be made payable to “TD Bank, respectivelyN.A., have as Escrow Agent for Resource Real Estate Opportunity REIT II, Inc.” until the New York Minimum has been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end noon of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks and subscription documents will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee New York investors. The Dealer will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Dealer. The Dealer will transmit checks and subscription documents from Tennessee New York investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee New York Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Dealer. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks and subscription documents will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks and subscription documents for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee New York investors. The Final Review Office will transmit checks and subscription documents from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Final Review Office. The Final Review Office will transmit checks and subscription documents from Tennessee New York investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee New York Minimum has been achieved, to the Company or its agentCompany, by the end of the next business day following receipt by the Final Review Office.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A.[escrow agent], as escrow agent for KBS Strategic Opportunity REITReal Estate Investment Trust, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A.[escrow agent], as escrow agent for KBS Strategic Opportunity REITReal Estate Investment Trust, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have has been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentCompany. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentCompany.

Submission of Orders. Those Except as set forth below, those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REIT, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable or wire transfer directed to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REIT, Industrial Property REIT Inc.” After the Company meets the Minimum Offering requirement of $2,000,000, subscribers will be instructed by the Dealer to make their checks payable to or to send wire transfers for the account of “Industrial Property REIT Inc.” Subscriptions from persons who are residents of the State of Pennsylvania will not be submitted and shall not be accepted by the Company until the Pennsylvania Minimum and Tennessee MinimumCompany receives aggregate gross proceeds from the Offering of $50,000,000, respectively, have been achieved. The after which checks should be made payable to or wire transfers sent for the account of “Industrial Property REIT Inc.” Any Dealer will return any receiving a check it receives not conforming to the foregoing instructions shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of in accordance with the following methods: procedures. Where, pursuant to the a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit to an the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to such other account or agent as directed by the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentCompany. Where, pursuant to the a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its to such other account or agent as directed by the Company. Dealer agrees to be bound by the terms of the Escrow Agreement executed as of [ ], 2013, by UMB Bank, N.A., as escrow agent, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of and the Dealer Manager) if the Dealer Manager is acting Company. Dealers shall deliver checks and completed subscription documents via overnight courier to UMB Bank, N.A., as processing broker-dealer orEscrow Agent for Industrial Property REIT Inc., after the Pennsylvania Minimum has been achievedAttention: ▇▇▇▇ ▇▇▇▇▇▇▇, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer orCorporate Trust, after the Tennessee Minimum has been achieved1010 Grand Boulevard, to the Company or its agent4th Floor, Mail Stop 1020409, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., N.A. as escrow agent for KBS Strategic Opportunity Legacy Apartment Community REIT, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity Legacy Apartment Community REIT, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent.

Submission of Orders. Those The Dealer Manager, in its agreements with Dealers, shall require each Dealer to: (i) except as set forth below, instruct those persons who purchase Shares will be instructed by the Dealer to make their checks payable to or wire transfer directed to “UMB Bank, N.A., as escrow agent Escrow Agent for KBS Strategic Opportunity REIT, Industrial Logistics Realty Trust Inc.” or, ”; (ii) after the Company meets the Minimum Offering has been achievedrequirement of $2,000,000, instruct subscribers to make their checks payable to or to send wire transfers for the Companyaccount of “Industrial Logistics Realty Trust Inc.”; provided, except with respect however, that (1) subscribers who are residents of Ohio shall be instructed to make their checks payable to or to send wire transfers for the account of “Industrial Logistics Realty Trust Inc.” only after the Company receives subscriptions from all sources totaling $7,000,000 (the “Ohio Minimum”), (2) subscribers who are residents of Pennsylvania shall be instructed to make their checks payable to or to send wire transfers for the account of “Industrial Logistics Realty Trust Inc.” only after the Company receives subscriptions from all sources totaling $75,000,000 (the “Pennsylvania Minimum”), and Tennessee investors. Checks (3) subscribers who are residents of Washington shall be instructed to make their checks payable to or send wire transfers for the account of “Industrial Logistics Realty Trust Inc.” only after the Company receives subscriptions from Pennsylvania and Tennessee investors must all sources totaling $10,000,000 (the “Washington Minimum”), after which checks should be made payable to or wire transfers sent for the account of “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REIT, Industrial Logistics Realty Trust Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have been achieved. The Dealer will ”; (iii) return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Checks ; provided that checks received by the Dealer that which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of in accordance with the following methods: Whereprocedures in paragraphs (iv) through (vi) below; (iv) where, pursuant to the a Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are initially received from subscribers, transmit checks will be transmitted by the end of the next business day following receipt of the subscription documents and the check by the Dealer for deposit to an the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, (1) after the Minimum Offering has been achievedachieved with respect to subscribers other than residents of Ohio, Pennsylvania and Washington and (2) after the Ohio Minimum, Pennsylvania Minimum and Washington Minimum have been achieved with respect to residents of Ohio, Pennsylvania and Washington, as applicable, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to such other account or agent as directed by the escrow agent for the Company or to the Dealer Manager Company; (or an agent of the Dealer Managerv) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent. Wherewhere, pursuant to the a Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different locationlocation (the “Final Review Office”), transmit subscription documents and checks will be transmitted to the Final Review Office by the end of the next business day following receipt of the subscription documents and check by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”)Dealer. The Final Review Office will in turn transmit such subscription documents and checks by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, (1) after the Minimum Offering has been achievedachieved with respect to subscribers other than residents of Ohio, Pennsylvania and Washington and (2) after the Ohio Minimum, Pennsylvania Minimum and Washington Minimum have been achieved with respect to residents of Ohio, Pennsylvania and Washington, as applicable, to the Company or its agent, except for investments from Pennsylvania to such other account or agent as directed by the Company; and (vi) deliver checks and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit completed subscription documents required to be sent to the escrow agent pursuant to this Section 5.j. via overnight courier to UMB Bank, N.A., as Escrow Agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer orIndustrial Logistics Realty Trust Inc., after the Pennsylvania Minimum has been achievedAttention: ▇▇▇▇ ▇▇▇▇▇▇▇, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer orCorporate Trust, after the Tennessee Minimum has been achieved1010 Grand Boulevard, to the Company or its agent4th Floor, Mail Stop 1020409, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

Submission of Orders. Those Until the Required Capital (as defined in the Escrow Agreement) has been obtained and released from escrow (or the New York Required Capital or the Pennsylvania Required Capital with respect to subscribers from New York and Pennsylvania, as applicable), those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable as provided in the Escrow Agreement. Thereafter, those persons who purchase Shares will be instructed by the Dealer Manager or the Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITAdaptive Real Estate Income Trust, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REIT, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have been achieved. The Any Dealer will return any receiving a check it receives not conforming to the foregoing instructions set forth in the Escrow Agreement or as set forth above, as applicable, shall return such check directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that which conform to the foregoing instructions set forth in the Escrow Agreement or as set forth above, as applicable, shall be transmitted for deposit pursuant to one of the methods in this Article II. The Dealer Manager may authorize the Dealer if the Dealer is a “$250,000 broker-dealer” to instruct its customers to make its checks for Shares subscribed for payable directly to the Dealer, in which case the Dealer will collect the proceeds of the subscriber’s checks and issue a check for the aggregate amount of the subscription proceeds made payable to the order of the escrow agent, or if the Required Capital has been obtained and released from escrow (or the New York Required Capital or the Pennsylvania Required Capital with respect to subscribers from New York and Pennsylvania, as applicable), made payable to “Adaptive Real Estate Income Trust, Inc.” Checks of rejected subscribers will be promptly returned to such subscribers. Transmittal of received investor funds will be made in accordance with the following methodsprocedures: Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end noon Eastern Time of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to directly with the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentCompany. Where, pursuant to the Dealer’s internal supervisory procedures, final and internal supervisory review is conducted at a different location, checks will be transmitted by the end noon Eastern Time of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn transmit by the end 5:00 pm Eastern Time of the next business day following receipt at a different location by the Final Review Office transmit such checks to the Company for deposit to directly with the escrow agent for Company. If requested by the Company or to the Dealer Manager, the Dealer shall obtain from subscribers for the Shares, other documentation reasonably deemed by the Company or the Dealer Manager (to be required under applicable law or an agent as may be necessary to reflect the policies of the Company or the Dealer Manager) if . Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to privacy policies of the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A.[escrow agent], as escrow agent for KBS Strategic Opportunity REITReal Estate Investment Trust, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A.[escrow agent], as escrow agent for KBS Strategic Opportunity REITReal Estate Investment Trust, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have has been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: : A-1 Where, pursuant to the Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentCompany. Where, pursuant to the Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agentCompany, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agentCompany.

Submission of Orders. Those persons who purchase Shares will be instructed by the Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITReal Estate Investment Trust III, Inc.” or, after the Minimum Offering has been achieved, to the Company, except with respect to Pennsylvania and Tennessee investors. Checks from Pennsylvania and Tennessee investors must be made payable to “UMB Bank, N.A., as escrow agent for KBS Strategic Opportunity REITReal Estate Investment Trust III, Inc.” until the Pennsylvania Minimum and Tennessee Minimum, respectively, have been achieved. The Dealer will return any check it receives not conforming to the foregoing instructions directly to such subscriber not later than the end of the next business day following its receipt. Checks received by the Dealer that conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: Where, pursuant to the Dealer’s 's internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Dealer for deposit to an escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Dealer will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Dealer will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent. Where, pursuant to the Dealer’s 's internal supervisory procedures, final internal supervisory review is conducted at a different location, checks will be transmitted by the end of the next business day following receipt by the Dealer to the office of the Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such checks for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Minimum Offering has been achieved, to the Company or its agent, except for investments from Pennsylvania and Tennessee investors. The Final Review Office will transmit checks from Pennsylvania investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Pennsylvania Minimum has been achieved, to the Company or its agent. The Final Review Office will transmit checks from Tennessee investors for deposit to the escrow agent for the Company or to the Dealer Manager (or an agent of the Dealer Manager) if the Dealer Manager is acting as processing broker-dealer or, after the Tennessee Minimum has been achieved, to the Company or its agent.