0001469822-14-000038 Sample Contracts

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 10th, 2014 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts

THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (the "Fourth Amendment"), dated as of February 25, 2014 (the "Fourth Amendment Effective Date"), is made by and between Highlands Lofts, LLC, a Missouri limited liability company ("Seller"), and KBS Legacy Partners Lofts LLC, a Delaware limited liability company ("Purchaser"), with reference to the following:

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PROPERTY MANAGEMENT AGREEMENT BETWEEN MILLS PROPERTIES, INC. AND KBS LEGACY PARTNERS LOFTS LLC
Property Management Agreement • March 10th, 2014 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts

These Standard Apartment Lease — Terms and Conditions (“Terms and Conditions”) are attached to and made a part of that certain Standard Apartment Lease — Terms Sheet (the “Terms Sheet”) entered into by Company and Resident as of the Effective Date. These Terms and Conditions, the Terms Sheet and any written agreements incorporated into the Terms Sheet are collectively referred to as the “Lease”. As used in this Lease, the term “Company” shall refer collectively to the entity identified on the Terms Sheet, its employees and as agent for the Owner of the community, as well as the Owner of the community; the term “Resident” shall refer collectively to each of the Resident(s) identified as such on the Terms Sheet, jointly and severally; the term “Occupant” shall refer collectively to each of the Occupant(s) identified as such on the Terms Sheet; the term “Guests” shall refer collectively to any of Resident’s or Occupant’s Guests, Agents or Other Invitees; and the term “Effective Date” shal

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Release and Assumption Agreement • March 10th, 2014 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts
ACCOUNTING SERVICES AGREEMENT BETWEEN LEGACY PARTNERS RESIDENTIAL L.P. AND KBS LEGACY PARTNERS LOFTS LLC
Management - Accounting Services Agreement • March 10th, 2014 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts

This PROPERTY MANAGEMENT - ACCOUNTING SERVICES AGREEMENT (this "Agreement") is made as of February 25, 2014 (the "Effective Date") between LEGACY PARTNERS RESIDENTIAL L.P., a Delaware limited partnership ("Agent"), and KBS LEGACY PARTNERS LOFTS LLC, a Delaware limited liability company ("Owner").

HUD PROJECT NO. 085-35545
KBS Legacy Partners Apartment REIT, Inc. • March 10th, 2014 • Real estate investment trusts

KBS Legacy Partners Lofts LLC, a Delaware limited liability company (the “Borrower”), hereby assumes and agrees to be bound by the Note from and after the date set forth below, pursuant to the terms of that certain Modification/Release and Assumption Agreement executed by the Borrower, Highlands Lofts, LLC, a Missouri limited liability company (the original Maker of the Note), Gershman Investment Corp., an Arkansas corporation, as Lender, and the U.S. Department of Housing and Urban Development (“HUD”).

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