0001469822-13-000058 Sample Contracts

KBS LEGACY PARTNERS APARTMENT REIT, INC. Up to $2,760,000,000 of Shares of Common Stock DEALER MANAGER AGREEMENT March 8, 2013
Dealer Manager Agreement • May 10th, 2013 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts • California

KBS Legacy Partners Apartment REIT, Inc., a Maryland corporation (the “Company”), has registered for public sale $2,760,000,000 of shares of its common stock, $.01 par value per share (the “Shares”), of which $2,000,000,000 of Shares (the “Primary Shares”) will be sold to the public pursuant to the Company’s primary offering, and $760,000,000 of Shares (the “DRP Shares”) are intended to be offered pursuant to the Company’s dividend reinvestment plan (the “DRP”). The Company desires for KBS Capital Markets Group LLC (the “Dealer Manager”) to act as its agent in connection with the offer and sale of the Shares to the public (the “Offering”).

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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 10th, 2013 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of the 19th day of April, 2013, by and between FCP CRYSTAL PARK, LLC, a Maryland limited liability company (“Seller”), and KBS LEGACY PARTNERS CRYSTAL LLC, a Delaware limited liability company (“Purchaser”).

REPAYMENT GUARANTY
Repayment Guaranty • May 10th, 2013 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts • California

THIS REPAYMENT GUARANTY ("Guaranty") is made as of April 19, 2013, by KBS Legacy Partners Properties LLC, a Delaware limited liability company ("Guarantor"), in favor of Wells Fargo Bank, National Association ("Lender").

PURCHASE AND SALE AGREEMENT
Assignment and Assumption Of • May 10th, 2013 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts

This Assignment and Assumption of Purchase and Sale Agreement ("Assignment") is entered into between KBS Capital Advisors LLC, a Delaware limited liability company ("Assignor"), and KBS Legacy Partners Crystal LLC, a Delaware limited liability company ("Assignee"), as of 5:00 p.m. on April 18, 2013 (the "Effective Date").

PURCHASE AND SALE AGREEMENT
Assignment and Assumption Of • May 10th, 2013 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts

This Assignment and Assumption of Purchase and Sale Agreement ("Assignment") is entered into between KBS-Legacy Apartment Community REIT Venture, LLC, a Delaware limited liability company ("Assignor"), and KBS Capital Advisors LLC, a Delaware limited liability company ("Assignee"), as of 5:00 p.m. on April 18, 2013 (the "Effective Date").

LOAN AGREEMENT between KBS LEGACY PARTNERS APARTMENT REIT, INC., a Maryland corporation and WELLS FARGO BANK, NATIONAL ASSOCIATION Entered into as of April 19, 2013
Loan Agreement • May 10th, 2013 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts • California

THIS LOAN AGREEMENT ("Agreement") is entered into as of April 19, 2013, by and between KBS LEGACY PARTNERS APARTMENT REIT, INC., a Maryland corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender").

PURCHASE AND SALE AGREEMENT by and between FCP CRYSTAL PARK, LLC, a Maryland limited liability company, as Seller and KBS-LEGACY APARTMENT COMMUNITY REIT VENTURE, LLC, a Delaware limited liability company, as Purchaser Property Name: Crystal Park at...
Purchase and Sale Agreement • May 10th, 2013 • KBS Legacy Partners Apartment REIT, Inc. • Real estate investment trusts • Maryland

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the 12th day of April, 2013, by and between FCP CRYSTAL PARK, LLC, a Maryland limited liability company (“Seller”), and KBS-LEGACY APARTMENT COMMUNITY REIT VENTURE, LLC, a Delaware limited liability company (“Purchaser”).

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