Second Amendment to Agreement for Purchase and Sale - Lofts at the Highlands Apartments, by and between KBS Legacy Partners Lofts LLC and RREF III-P Elite Venture, LLC, dated as of November 6, 2017

WHEREAS, Buyer and Seller are parties to that certain Agreement for Purchase and Sale dated as of September 5, 2017 and that certain First Amendment to Agreement for Purchase and Sale dated as of October 2, 2017 (collectively, the "Purchase Agreement");

WHEREAS, Seller and Buyer have agreed to enter into this Second 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 Second Amendment, but not otherwise defined herein, shall have the same meanings as ascribed thereto in the Purchase Agreement.

2.    Title Review Deadline. Notwithstanding the terms of Section 2.6.1 of the Purchase Agreement, Buyer and Seller hereby agree that the Title Review Deadline shall be Friday, November 17, 2017. Notwithstanding the terms of Section 2.6.3 of the Purchase Agreement, Buyer and Seller hereby agree that the Cure Notice Period and the Waiver Notice Period shall end on Monday, November 20, 2017.

3.     Closing Deadline. Buyer and Seller hereby agree that subclause b) of clause i) of Section 2.4.1 of the Purchase Agreement is hereby amended to delete the words “ninety (90) days after the Approval Date” and replace them with “sixty (60) days after the Approval Date”.

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

5.    Counterparts. This Second 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 Second Amendment to be effective as of the date set forth above.

KBS LEGACY PARTNERS LOFTS LLC, a Delaware limited

liability company

PREF III-P ELITE VENTURE, LLC, a Delaware limited liability

company

company, its Administrative Member

By: /s/ David Whitby

David Whitby,

its Chief Investment Officer