Twelfth Amendment to Agreement for Purchase and Sale - Residence at Waterstone Apartments, by and between KBS Legacy Partners Pikesville LLC and Elite Street Capital Waterstone Equity DE, LLC, dated as of March 5, 2018

WHEREAS, Buyer and Seller are parties to that certain Agreement for Purchase and Sale dated as of September 5, 2017, that certain First Amendment to Agreement for Purchase and Sale dated as of October 2, 2017, that certain Second Amendment to Agreement for Purchase and Sale dated as of November 6, 2017, that certain Third Amendment to Agreement for Purchase and Sale dated as of November 17, 2017, that certain Fourth Amendment to Agreement for Purchase and Sale dated as of November 27, 2017, that certain Fifth Amendment to Agreement for Purchase and Sale dated as of November 29, 2017, that certain Sixth Amendment to Agreement for Purchase and Sale dated as of December 4, 2017, that certain Seventh Amendment to Agreement for Purchase and Sale dated as of December 7, 2017, that certain Eighth Amendment to Agreement for Purchase and Sale dated as of December 14, 2017, that certain Ninth Amendment to Agreement for Purchase and Sale dated as of December 15, 2017, that certain Tenth Amendment to Agreement for Purchase and Sale dated as of December 19, 2017, and that certain Eleventh Amendment to Agreement for Purchase and Sale dated as of January 11, 2018 (collectively, the "Purchase Agreement");

 

WHEREAS, Seller and Buyer have agreed to enter into this Twelfth Amendment to set forth their agreement regarding the matters set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree to the following:

1.Terms. All initially capitalized terms which are used in this Twelfth Amendment, but not otherwise defined herein, shall have the same meanings as ascribed thereto in the Purchase Agreement.

2.     Closing Date. Section 2.4.1 of the Purchase Agreement is hereby deleted and replaced with the following:

3.    Purchase Agreement Ratified. In all other respects, except as otherwise provided by this Twelfth Amendment, the undersigned hereby ratify and confirm the Purchase Agreement which remains in full force and effect.

4.    Counterparts. This Twelfth Amendment may be executed in counterparts, each of which shall be deemed an original and all of said counterparts shall constitute but one and the same instrument. Signatures delivered via facsimile or other electronic means shall be accepted as if original.

IN WITNESS WHEREOF, the undersigned hereby execute this Twelfth Amendment to be effective as of the date set forth above.

KBS LEGACY PARTNERS PIKESVILLE LLC, a Delaware

limited liability company

LLC, a Delaware limited liability company

limited liability company, its manager

Delaware limited liability company, its manager

limited liability company, its manager

liability company, Its authorized member

The undersigned joins in the execution of this Eleventh Amendment in order to acknowledge the terms hereof.