0001469822-13-000106 Sample Contracts

KBS LEGACY PARTNERS APARTMENT REIT, INC. UP TO $2,760,000,000 IN SHARES OF COMMON STOCK SELECTED DEALER AGREEMENT August 14, 2013
Selected Dealer Agreement • August 20th, 2013 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts • New York

Each of KBS Legacy Partners Apartment REIT, Inc., a Maryland corporation (the “Company”), KBS Capital Markets Group LLC, a California limited liability company (the “Dealer Manager”), KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), KBS-Legacy Apartment Community REIT Venture, LLC, a Delaware limited liability company (the “Sub-Advisor”), KBS Holdings LLC, a Delaware limited liability company (the “Sponsor”) and Legacy Partners Residential Realty LLC, a Delaware limited liability company , which jointly owns the Sub-Advisor with the Advisor (“Legacy Partners”) hereby confirms its agreement with Ameriprise Financial Services, Inc., a Delaware corporation (“Ameriprise”), as follows:

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AMENDMENT NO. 1 TO THE
Advisory Agreement • August 20th, 2013 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts

This amendment no. 1 to the Advisory Agreement, dated as of January 25, 2013 (the “Advisory Agreement”), between KBS Legacy Partners Apartment REIT, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered as of August 14, 2013 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.

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