0001469822-12-000035 Sample Contracts

ADVISORY AGREEMENT between KBS LEGACY PARTNERS APARTMENT REIT, INC. and KBS CAPITAL ADVISORS LLC January 25, 2012
Advisory Agreement • March 13th, 2012 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts • Delaware

This Advisory Agreement, dated as of January 25, 2012 (the “Agreement”), is between KBS Legacy Partners Apartment REIT, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”).

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MULTIFAMILY LOAN AND SECURITY AGREEMENT (CME)
Multifamily Loan and Security Agreement • March 13th, 2012 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts

THIS MULTIFAMILY LOAN AND SECURITY AGREEMENT (“Loan Agreement”) is dated as of the 9th day of February, 2012 and is made by and between KBS LEGACY PARTNERS POPLAR LLC, a Delaware limited liability company (“Borrower”), and CBRE CAPITAL MARKETS, INC., a Texas corporation (together with its successors and assigns, “Lender”).

GUARANTY (CME AND PORTFOLIO) MULTISTATE (Revised 1-11-2012)
KBS Legacy Partners Apartment REIT, Inc. • March 13th, 2012 • Real estate investment trusts

THIS GUARANTY (“Guaranty”) is entered into to be effective as of February 9, 2012, by KBS LEGACY PARTNERS PROPERTIES LLC, a Delaware limited liability company (“Guarantor”, collectively if more than one), for the benefit of CBRE CAPITAL MARKETS, INC., a Texas corporation (“Lender”).

PURCHASE AND SALE CONTRACT between AVALON ILLINOIS VALUE II, LLC and LEGACY PARTNERS RESIDENTIAL LLC AVALON AT POPLAR CREEK Schaumburg, Illinois as of December 9, 2011
Purchase and Sale Contract • March 13th, 2012 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts • Illinois

THIS PURCHASE AND SALE CONTRACT (the "Contract") made as of this 9th day of December, 2011 (the “Effective Date”), by and between AVALON ILLINOIS VALUE II, LLC having an office c/o AvalonBay Communities, Inc., Ballston Tower, 671 N. Glebe Road, Suite 800, Arlington, Virginia 22203 (hereinafter referred to as "Seller"), and LEGACY PARTNERS RESIDENTIAL LLC, a Delaware limited liability company, having an office at7525 SE 24th Street, Suite 180, Mercer Island, Washington 98040 (hereinafter referred to as "Buyer").

ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE CONTRACT
Assignment and Assumption Of • March 13th, 2012 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts

This Assignment and Assumption of Purchase and Sale Contract ("Assignment") is entered into between KBS Capital Advisors LLC, a Delaware limited liability company ("Assignor"), and KBS Legacy Partners Poplar LLC, a Delaware limited liability company ("Assignee"), as of December 28, 2011 (the "Effective Date").

ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE CONTRACT
Assignment and Assumption Of • March 13th, 2012 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts

This Assignment and Assumption of Purchase and Sale Contract ("Assignment") is entered into between Legacy Partners Residential LLC, a Delaware limited liability company ("Assignor"), and KBS Capital Advisors LLC, a Delaware limited liability company ("Assignee"), as of December 28, 2011 (the "Effective Date").

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • March 13th, 2012 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts

This First Amendment to Purchase and Sale Contract (the “First Amendment”) is made effective as of December 29, 2011. Reference is made to that certain Purchase and Sale Contract between Avalon Illinois Value II, LLC (“Seller”) and Legacy Partners Residential LLC (“LPR”) dated as of December 9, 2011, (the “Contract’) with respect to certain property in Schaumburg, Illinois known as Avalon at Poplar Creek. LPR has assigned its rights, title, interest and obligations in, to and under the Contract to KBS Legacy Partners Poplar LLC (“Buyer”). Seller and Buyer desire to amend the Contract in certain respects. All initially capitalized terms which are used in this First Amendment, but not defined herein, shall have the same meanings as ascribed thereto in the Contract.

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