Exhibit






Exhibit 10.33
FIFTH AMENDMENT 
TO 
AGREEMENT FOR PURCHASE AND SALE


THIS FIFTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (the “Fifth Amendment”), dated as of November 29, 2017, is made by and between KBS LEGACY PARTNERS PIKESVILLE LLC, a Delaware limited liability company ("Seller"), and RREF III-P ELITE VENTURE, LLC, a Delaware limited liability company ("Buyer"), with reference to the following:


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, and that certain Fourth Amendment to Agreement for Purchase and Sale dated as of November 27, 2017 (collectively, the "Purchase Agreement");
 
WHEREAS, Seller and Buyer have agreed to enter into this Fifth 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 Fifth Amendment, but not otherwise defined herein, shall have the same meanings as ascribed thereto in the Purchase Agreement.
2.Approval Date.  Notwithstanding the terms of Section 2.5.3 of the Purchase Agreement, Buyer and Seller hereby agree that the Approval Date shall be Monday, December 4, 2017. 


3.Title Cure and Deadline.  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, December 4, 2017.


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


    


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


SELLER:


KBS LEGACY PARTNERS PIKESVILLE LLC, a Delaware 
limited liability company 


		
	By:
	KBS Legacy Partners Properties LLC, a Delaware limited


liability company, its sole member


		
	By:
	KBS Legacy Partners Limited Partnership, a


Delaware limited partnership, its sole member


		
	By:
	KBS Legacy Partners Apartment REIT, 


Inc., a Maryland corporation, its sole 
general partner


		
	By:
	/s/ Guy K. Hays


Name: Guy K. Hays
		
	Title:
	Executive Vice President






BUYER:


RREF III-P ELITE VENTURE, LLC, a Delaware limited liability company


		
	By:
	Elite Street Capital, LLC, a Texas limited liability 


company, its Administrative Member


		
	By:
	/s/ Yehonatan Sade        


Yehonatan Sade, 
Managing Manager
The undersigned joins in the execution of this Fifth Amendment in order to acknowledge the terms hereof.
ESCROW AGENT:


FIDELITY NATIONAL TITLE INSURANCE COMPANY


		
	By:
	/s/ Kim Belcher


		
	Name:
	Kim Belcher


		
	Title:
	Sr. Comm. Escrow Officer






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