EX-10.7



 Exhibit 10.7 

REINSTATEMENT AND FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE 

THIS REINSTATEMENT AND FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this “Reinstatement and First Amendment”)
is made as of the 8th day of July, 2015, by and between HB Von Karman, LLC, a Delaware limited liability company (“Seller”), and KBS Capital Advisors LLC, a Delaware limited liability company (“Buyer”). In
consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 
 RECITALS 

A.          Seller and Buyer were parties to that certain Agreement of Sale and Purchase
dated as of June 4, 2015 (the “Purchase Agreement”). All initially-capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement unless the context clearly indicates otherwise. 

B.          The Purchase Agreement was terminated as a result of Buyer’s delivery to
Seller, on July 6, 2015, of a notice terminating its obligations under the Purchase Agreement in accordance with the provisions of Section 3.6 of the Purchase Agreement. 

C.          Seller and Buyer mutually desire to (i) reinstate the Purchase Agreement,
and (ii) amend the Purchase Agreement as provided below. 
 NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intended to be legally bound, Seller and Buyer agree as follows: 

1.          Recitals.  The Recitals set forth above are hereby
incorporated herein by reference as if the same were fully set forth herein. 

2.          Reinstatement of Purchase Agreement.  The termination
of the Purchase Agreement is hereby revoked and, except as expressly modified by this Reinstatement and First Amendment, the Purchase Agreement shall be, and hereby is, reinstated in its entirety and shall be in full force and effect as if the same
had never been terminated. 
 3.          Due Diligence
Period.  The last day of the Due Diligence Period shall be, and hereby is, extended to the date of this Reinstatement and First Amendment, and the execution and delivery of this Reinstatement and First Amendment by Buyer shall be
deemed Buyer’s waiver of any right to terminate the Purchase Agreement under Section 3.6 of the Purchase Agreement, and, except as otherwise provided for in this Reinstatement and First Amendment, Buyer has approved all of the
matters described in Sections 3.1 and 3.2 of the Purchase Agreement. 

4.          Additional Due Diligence Date.  Article 3 of the
Purchase Agreement shall be, and hereby is, supplemented to include the following Subsection 3.9: 







 “3.9 Additional Due Diligence Date.  Notwithstanding anything to the
contrary in this Agreement, if, on or before July 14, 2015, 5:00 p.m. Pacific Time (“Additional Due Diligence Date”), (i) Buyer determines, in its sole and absolute discretion, that the status of zoning matters with
respect to the Property (including, without limitation, the minimum landscaping and parking requirements and any matters with respect to the development intensity and use of the Property) are unacceptable for Buyer’s purposes, or
(ii) Buyer has not received board approval authorizing it to consummate the transactions contemplated hereby (collectively, the “Additional Conditions”), then Buyer shall have the right to terminate this Agreement by giving to
Seller and Escrow Agent notice of termination (“Additional Termination Notice”) before the Additional Due Diligence Date (which notice notwithstanding anything herein to the contrary may be sent by e-mail or facsimile), in which
event the Initial Deposit shall be immediately refunded to Buyer, Buyer shall promptly return all Due Diligence Items to Seller and, except for those provisions of this Agreement which expressly survive the termination of this Agreement, the parties
hereto shall have no further obligations hereunder. If Buyer fails to deliver an Additional Termination Notice to Seller and Escrow Agent on or before the Additional Due Diligence Date, then Buyer shall be deemed to be satisfied with the status of
the Additional Conditions, and Buyer shall be obligated to acquire the Property in accordance with the provisions of this Agreement.” 

5.          Closing Date.  Notwithstanding anything stated to the
contrary in the Purchase Agreement (including, without limitation, Section 9.2 thereof) the Closing Date shall be, and hereby is, August 5, 2015. 

6.          Additional Deposit and Excluded
Contracts.  Notwithstanding any provision to the contrary in the Purchase Agreement (including, without limitation, Sections 2.3 and 3.8 thereof), (a) Buyer shall not be obligated to deposit with Escrow Agent the
Additional Deposit until 5:00 p.m. Eastern Time on the date which is one (1) business day after the Additional Due Diligence Date (as opposed to 5:00 p.m. Eastern Time one (1) business day after the last day of the Due Diligence Period),
and (b) Buyer shall have until the Additional Due Diligence Date (as opposed to prior to the end of the Due Diligence Period) to identify, by written notice to Seller, which of the Contracts that Seller, at Seller’s sole expense, must
terminate prior to Closing. 
 7.          Deposit
Instructions.  The last sentence in Section 5.3.4 of the Purchase Agreement shall be, and hereby is, deleted in its entirety and the following sentence shall be substituted in its place: 

“Notwithstanding the foregoing, Seller shall have no right to receive the Deposit prior to the Additional Due Diligence Date, and if any
such request is made for the Deposit by Seller prior to the Additional Due Diligence Date, Escrow Agent shall not honor such request.” 

8.          Schedules 6.1(k), 6.1(l) and 6.1(n).  Schedules
6.1(k), 6.1(l) and 6.1(n) attached to the Purchase Agreement are deleted in their entirety and replaced with Schedules 6.1(k), 6.1(l) and 6.1(n) attached to this Reinstatement and First Amendment, respectively. 







 9.          Schedule 2 to Assignment and
Assumption of Contracts.  Schedule 2 to the form of Assignment and Assumption of Contracts, Warranties and Guaranties, Licenses and Permits and Other Intangible Property attached to the Purchase Agreement as Exhibit E
is deleted in its entirety and replaced with Schedule 2 attached to this Reinstatement and First Amendment. 

10.        Effectiveness of Agreement.  Except as modified by this
Reinstatement and First Amendment, all the terms of the Purchase Agreement shall remain unchanged and in full force and effect. 

11.        Counterparts. This Reinstatement and First Amendment may be executed in
counterparts, and all counterparts together shall be construed as one document. 

12.        Telecopied/Emailed Signatures. A counterpart of this Reinstatement and First
Amendment that is signed by one party to this Reinstatement and First Amendment and telecopied/emailed to the other party to this Reinstatement and First Amendment or its counsel (i) shall have the same effect as an original signed counterpart
of this Reinstatement and First Amendment, and (ii) shall be conclusive proof, admissible in judicial proceedings, of such party’s execution of this Reinstatement and First Amendment. 

13.        Successors and Assigns. All of the terms and conditions of this
Reinstatement and First Amendment shall apply to benefit and bind the successors and assigns of the respective parties. 
 IN WITNESS
WHEREOF, Seller and Buyer have entered into this Reinstatement and First Amendment as of the date first above stated. 
 [SIGNATURES ON NEXT
PAGE] 








			
	“SELLER”
	
	 HV VON KARMAN, LLC,
 a
Delaware limited liability company

	
	By: /s/ Brian R. Carr
	Name:  Brian R. Carr
	Title: Authorized Signatory


  
 [SIGNATURE PAGE TO FIRST
AMENDMENT TO AGREEMENT OF SALE AND PURCHASE] 









			
	“BUYER”
	
	 KBS CAPITAL ADVISORS LLC,
 a
Delaware limited liability company

		
	By: 	 	/s/ Charles J. Schreiber, Jr.
		 	Charles J. Schreiber, Jr.,
		 	Chief Executive Officer


  
 [SIGNATURE PAGE TO FIRST
AMENDMENT TO AGREEMENT OF SALE AND PURCHASE] 








 ESCROW AGENT: 

The Escrow Agent is executing this Reinstatement and First Amendment to Agreement of Sale and Purchase to acknowledge the
reinstatement of the Purchase Agreement and to evidence its agreement to hold the Deposit and act as escrow agent in accordance with the terms and conditions of the Purchase Agreement (as reinstated and amended). 

 

	
	FIRST AMERICAN TITLE INSURANCE COMPANY
	
	By: /s/ Patty Beverly
	Name: Patty Beverly
	Title: VP
	
	            729371



  
 [SIGNATURE PAGE TO FIRST
AMENDMENT TO AGREEMENT OF SALE AND PURCHASE] 








 SCHEDULE 6.1(k) 

Pre-Effective Date Leases 

    List of Leases 
  

					
	 	  	 	  	 
	Arbor E&T, LLC, a Kentucky Limited Liability Company	  	Tenant Name per Lease	  	 
	 	  	Leased Space - Suite #	  	100
	 	  	Leased Space - SF	  	6,304
	 	  	List of Documents (i.e. Lease, Amendment...)	  	  

Original Lease dated 5/7/2012, First Amendment dated March 2015. Beginning 8/1/2016, Tenant has ongoing termination option with 60 day notice plus penalty. Landlord also
has termination option beginning 8/1/2016 with 90 day notice.

	 	  	Security Deposit	  	$10,023.00
	 	  	 	  	 
	Lee & Sakahara Architects AIA, Inc., a California Corporation	  	Tenant Name per Lease	  	 
	 	  	Leased Space - Suite #	  	125
	 	  	Leased Space - SF	  	7,840
	 	  	List of Documents (i.e. Lease, Amendment...)	  	  

Original Lease dated 11/1/1994, First Amendment dated 8/10/2000, Second Amendment dated 10/27/2010, and Third Amendment dated 11/26/2013, Notice Of Lease Term Dates dated
6/10/2015

	 	  	Security Deposit	  	$16,196.25
	 	  	 	  	 
	PENCO Engineering, a California Corporation	  	Tenant Name per Lease	  	 
	 	  	Leased Space - Suite #	  	150
	 	  	Leased Space - SF	  	6,751
	 	  	List of Documents (i.e. Lease, Amendment...)	  	Original lease dated 5/4/2011, First Amendment dated October 2014, Commencement Letter dated 10/6/11
	 	  	Security Deposit	  	$11,139.15
	 	  	 	  	 
	Stream Realty Partners - Orange County, L.P., a Texas Limited Partnership	  	Tenant Name per Lease	  	 
	 	  	Leased Space - Suite #	  	175
	 	  	Leased Space - SF	  	5,223
	 	  	List of Documents (i.e. Lease, Amendment...)	  	Original lease dated 5/16/2013, First Amendment dated 12/15/2014, Original Lease Commencement Letter undated, Notice of Lease Term Dates
dated6/10/15
	 	  	Security Deposit	  	$5,655.00
	 	  	 	  	 
	LNH INC., a Delaware Corporation	  	Tenant Name per Lease	  	 
	 	  	Leased Space - Suite #	  	200, 300, 400, 400A, 425
	 	  	Leased Space - SF	  	44,892









					
	 	  	List of Documents (i.e. Lease, Amendment...)	  	Original lease dated 3/27/2007, Assignment of Lease dated 6/17/2009, Landlord Consent to Collateral Access to GCI Capital Markets LLC,
First Amendment dated 2/1/2011, Second Amendment dated 8/23/2012, Third Amendment dated 1/15/2013, Fourth Amendment dated October 2013, Consent to Sublease dated 4/13/2015, Sublease dated 4/13/2015, Letter Agreement Regarding Renewal Option dated
April 14, 2015, Commencement Letter undated, Commencement Memo dated 7/22/11, Exhibit F Commencement Date Letter dated 12/11/07, Exhibit F Commencement Date Letter dated 1/4/08, Exhibit F Commencement Date Letter dated 1/4/08
	 	  	Security Deposit	  	$56,821.50
	 	  	 	  	 
	INNOVATIVE AUTOXCHANGE, LLC, a California Limited Liability Corporation	  	Tenant Name per Lease	  	 
	 	  	Leased Space - Suite #	  	250
	 	  	Leased Space - SF	  	3,053
	 	  	List of Documents (i.e. Lease, Amendment...)	  	Original lease dated 4/22/2013. Guarantor is Dynamic Interactive Corp., a Nevada corporation, Commencement Letter undated
	 	  	Security Deposit	  	$10,990.80
	 	  	 	  	 
	MODERN DAY MARKETING, a California Corporation	  	Tenant Name per Lease	  	 
	 	  	Leased Space - Suite #	  	325
	 	  	Leased Space - SF	  	3,051
	 	  	List of Documents (i.e. Lease, Amendment...)	  	Original lease dated 4/28/2015
	 	  	Security Deposit	  	$7,685.47
	 	  	 	  	 
	JMAC LENDING, Inc., a California Corporation	  	Tenant Name per Lease	  	 
	 	  	Leased Space - Suite #	  	275
	 	  	Leased Space - SF	  	2,900
	 	  	List of Documents (i.e. Lease, Amendment...)	  	Original lease dated 5/13/2015.
	 	  	Security Deposit	  	$6,815.00
	 	  	 	  	 
	BIZUSA.com, Inc., a Delaware corporation, dba Eight Horses	  	Tenant Name per Lease	  	 
	 	  	Leased Space - Suite #	  	350
	 	  	Leased Space - SF	  	2,938
	 	  	List of Documents (i.e. Lease, Amendment...)	  	Original lease dated June 2014.
	 	  	Security Deposit	  	$6,434.22
	 	  	 	  	 
	  

Merrill Communications LLC, a Delaware limited liability company
	  	Tenant Name per Lease	  	 
	 	  	Leased Space - Suite #	  	375
	 	  	Leased Space - SF	  	4,119









					
	 	  	List of Documents (i.e. Lease, Amendment...)	  	Original lease dated 6/4/2002, First Amendment dated 7/26/2007, Second Amendment dated 8/20/2010, Third Amendment dated 3/18/2015,
Commencement Letter dated 9/18/02
	 	  	Security Deposit	  	$7,414.20
	 	  	 	  	 
	Combatant Gentlemen, Inc., a Delaware Corporation	  	Tenant Name per Lease	  	 
	 	  	Leased Space - Suite #	  	450
	 	  	Leased Space - SF	  	9,313
	 	  	List of Documents (i.e. Lease, Amendment...)	  	Original lease dated September 2014, Commencement Letter undated, First Amendment to Lease dated 7/2/15
	 	  	Security Deposit	  	$41,921.90
	 	  	 	  	 
	United Radio Incorporated, a Kentucky corporation dba BlueStar	  	Tenant Name per Lease	  	 
	 	  	Leased Space - Suite #	  	475
	 	  	Leased Space - SF	  	4,341
	 	  	List of Documents (i.e. Lease, Amendment...)	  	Original lease dated July 2014, Commencement Letter undated
	 	  	Security Deposit	  	None
	 	  	 	  	 








 SCHEDULE 6.1(l) 

Contracts 
  

 

					
	 Vendor

 
	  	Service	  	Date
	 5-Star Elevator Service, Inc.

 
	  	Elevator	  	2/20/15
	 Paradise Construction

 
	  	Ext. Lighting Maint.	  	9/10/13
	 Red Hawk Fire and Security

 
	  	Fire Alarm Monitoring	  	7/8/13
	 White Mechanical

 
	  	HVAC	  	7/31/13
	 Able Building Maintenance

 
	  	Janitorial Service	  	12/15/14
	 CG Landscape

 
	  	Landscape	  	7/1/13
	 Julio Fuentes

 
	  	Maintenance	  	5/15/14
	 Fenn Termite & Pest Control

 
	  	Pest Control	  	9/19/13
	 TSCM Corporation

 
	  	Sweeping	  	7/18/13
	 HSG Professional Window Cleaners, Inc.

 
	  	Window washing	  	2/7/14
	 Stream Realty Partners – Orange County, L.P.

 
	  	Property management and leasing	  	N/A








 SCHEDULE 6.1(n) 

Rent Concessions 
 Free Rent Obligations 

 

			
	  Tenant	  	Free Rent Provisions
		
	  Arbor E&T	  	Base Rent abated for 3 months (August 2015, August 2016, August 2017)
	  	  	  
		
	  Combatant Gentleman	  	Base Rent abated through December 31, 2015
	  	  	  
		
	  Modern Day Marketing	  	Base Rent abated through February 29, 2016 (Lease commences June 1, 2015)
	  	  	  
		
	  JMAC Lending	  	Base Rent abated through December 31, 2015 (Lease commences June 15,
2015)
	  	  	  
		
	  Lee & Sakahara	  	 Base Rent partially abated through March 31, 2016 (Abatement represents $0.55
per square

foot, per month)

	  	  	  
		
	   Merrill Communications

 
	  	 Base Rent abated November 1, 2015 through November 15, 2015

 









 Schedule 2 to Assignment and Assumption of Contracts, Warranties and Guaranties, 

Licenses and Permits and Other Intangible Property 

Licenses, Permits and Intangibles 

1.          Elevator Permit Number, Conveyance Number 067017, issued by the State of California Department
of Industrial Relations, Division of Occupational Safety & Health, expires 9/29/2015 

2.          Elevator Permit Number, Conveyance Number 067016, issued by the State of California Department
of Industrial Relations, Division of Occupational Safety & Health, expires 9/29/2015