EX-10.98



 Exhibit 10.98 
 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT 
 This First
Amendment to Purchase and Sale Agreement (“Amendment”) is made as of the 14th day of June, 2013 by and between SPUSV5 STERLING PLAZA, LP, a Delaware limited partnership (“Seller”), and KBSIII STERLING
PLAZA, LLC, a Delaware limited liability company (“Purchaser”). 
 R E C I T A L S: 

A.         Seller and Purchaser entered into that certain Purchase and Sale
Agreement, dated as of May 21, 2013, with regard to the purchase and sale of certain real property located at 5949 Sherry Lane, Dallas, Texas, as more particularly described therein (“Agreement”); and 

B.         Seller and Purchaser desire to amend the Agreement in accordance with
the terms of this Amendment. 
 A G R E E M E N T: 

NOW THEREFORE, in consideration of $10 in hand to each party, the mutual representations, warranties and covenants set
forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: 

1.         DEFINITIONS. Any term that is used herein but not otherwise defined in
this Amendment shall have the meaning ascribed to such term in the Agreement. 
 2.
        AMENDMENTS. 

            (a)
        Capital Contracts and Future Tenant Improvement Contracts. Section 11(e) of the Agreement is hereby amended by inserting the phrase “and all the contracts Purchaser is assuming at
Closing pursuant to Section 10(d)(iii) of the Agreement” immediately after the phrase “at Closing”. 
             (b)         Representations and Warranties. Section 6(f) of the Agreement is
hereby amended by inserting the phrase “all the contracts Purchaser is assuming at Closing pursuant to Section 10(d)(iii) of the Agreement,” immediately after the phrase “Leases”. 

            (c)
        Excluded Property. Subsection (e) of the definition of “Excluded Property” in Section 2(e) of the Agreement is hereby amended by deleting the words “and including”.

 3.         NO FURTHER AMENDMENT. Except as expressly amended by this
Amendment, the terms and conditions of the Agreement shall remain in full force and effect. 
 4.
        BINDING EFFECT. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. 

5.         COUNTERPARTS. This Amendment may be executed and delivered, including
by facsimile or other means of electronic transmission in PORTABLE DOCUMENT FORMAT (.pdf), in 







 
one or more counterparts, each of which when executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement. 

[Signature Pages to Follow; Remainder of Page Intentionally Left Blank] 







 IN WITNESS WHEREOF, the parties hereto have set their hands to be effective as of the date set forth above.

  

					
	 SELLER:

	
	 SPUSV5 STERLING PLAZA, LP, a
 Delaware limited partnership

		
	 By:
	 	 SPUSV5 Sterling Plaza GP, LLC, a
 Delaware limited liability company, its
 general partner

			
		 	 By:
	 	 /s/ Mark Zikakis

		 	 Name:
	 	 MARK ZIKAKIS

		 	 Title:
	 	 VICE PRESIDENT

			
		 	 By:
	 	 /s/ Ming J. Lee

		 	 Name:
	 	 Ming J. Lee

		 	 Title:
	 	 Vice President



 [signature page to First Amendment of Purchase and Sale Agreement] 

[signatures continue on following page] 







 [signatures continued from prior page] 

PURCHASER: 
 KBSIII STERLING PLAZA,
LLC, 
 a Delaware limited liability company 
  

											
	 By:    
	 	 KBSIII REIT ACQUISITION VIII, LLC,

		 	 a Delaware limited liability company,

its sole member

			
		 	 By:    
	 	 KBS REIT PROPERTIES III, LLC,

		 		 	 a Delaware limited liability company,

its sole member

				
		 		 	 By:    
	 	 KBS LIMITED PARTNERSHIP III,

		 		 		 	 a Delaware limited partnership,
 its sole member

					
		 		 		 	 By:    
	 	KBS REAL ESTATE INVESTMENT TRUST III, INC.,
		 		 		 		 	 a Maryland corporation,
 its general partner



									
					
		 		 		 	 By:    
	 	 /s/ Charles J. Schreiber, Jr.,

		 		 		 		 	 Charles J. Schreiber, Jr.,

		 		 		 		 	 Chief Executive Officer


  
 [signature page to First
Amendment of Purchase and Sale Agreement]