Exhibit






Exhibit 10.7
FIRST AMENDMENT 
TO 
AGREEMENT FOR PURCHASE AND SALE




THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (the “First Amendment”), dated as of October 2, 2017, is made by and between KBS LEGACY PARTNERS LOFTS 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 (the "Purchase Agreement"); 


WHEREAS, Seller and Buyer have agreed to enter into this First 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 First 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, 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 First Amendment, the undersigned hereby ratify and confirm the Purchase Agreement which remains in full force and effect.


5.    Counterparts.  This First 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.
[REMAINDER OF PAGE IN INTENTIONALLY BLANK.]


1







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


SELLER:


KBS LEGACY PARTNERS LOFTS 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/ David Whitby
David Whitby, 
its Chief Investment Officer






2







The undersigned joins in the execution of this First Amendment Agreement in order to acknowledge the terms hereof.
ESCROW AGENT:


FIDELITY NATIONAL TITLE INSURANCE COMPANY




		
	By:
	/s/ Kim Belcher


Name:    Kim Belcher
		
	Title:
	Sr. Commercial Escrow Officer






3