KBS RIII PEA No.21 Exhibit 10.3






Exhibit 10.3
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “First Amendment”) is made as of the 3rd day of December, 2014, by and between EMERYVILLE OFFICE, L.L.C., 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 are parties to that certain Purchase and Sale Agreement dated as of November 14, 2014 (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.    Seller and Buyer have agreed to modify the terms of the Purchase Agreement as set forth in this First Amendment.
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.    Inspection Period.  The last day of the Inspection Period shall be, and hereby is, extended from December 3, 2014, at 5:00 p.m. to December 5, 2014, at 5:00 p.m. (California time).
3.    Effectiveness of Agreement.  Except as modified by this First Amendment, all the terms of the Purchase Agreement shall remain unchanged and in full force and effect.
4.    Counterparts.  This First Amendment may be executed in counterparts, and all counterparts together shall be construed as one document.
5.    Telecopied/Emailed Signatures.  A counterpart of this First Amendment that is signed by one party to this First Amendment and telecopied/emailed to the other party to this First Amendment or its counsel (i) shall have the same effect as an original signed counterpart of this First Amendment, and (ii) shall be conclusive proof, admissible in judicial proceedings, of such party’s execution of this First Amendment.
6.    Successors and Assigns.  All of the terms and conditions of this 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 First Amendment as of the date first above stated.
[SIGNATURES ON NEXT PAGE]







“SELLER”
EMERYVILLE OFFICE, L.L.C.,
a Delaware limited liability company


By:      EMERYVILLE OFFICE HOLDINGS, L.L.C.,
a Delaware limited liability company,
its Sole Member and Manager


By:    LBA RIV-Company III, LLC,
a Delaware limited liability company,
its Operating Member


By:    LBA REIT IV, LLC,
a Delaware limited liability company
its sole Member and Manager


By:    LBA Realty Fund IV, L.P.,
a Delaware limited liability partnership,
its Sole Manager


By:    LBA Management Company, IV, LLC,
a Delaware limited liability company,
its General Partner 


By:    LBA Realty LLC,
a Delaware limited liability company,
its Manager


By:    LBA Inc.,
a California corporation,
its Managing Member


	
		
	By:
	/s/ Steven R. Layton

	Name:
	Steven R. Layton

	Title:
	Authorized Signatory













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




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

	 
	Charles J. Schreiber, Jr.,

	 
	Chief Executive Officer