Exhibit

THIS FIRST AMENDMENT TO PORTFOLIO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “First Amendment”) is made as of the 16^th day of July, 2019, by and between the Seller Parties (collectively, “Seller” and individually “a Seller” or “each Seller”), and Buyer Parties (collectively, “Buyer” and individually “a Buyer” or “each Buyer”) identified on Exhibit A attached to the Purchase Agreement (as hereinafter defined). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

A. Seller and Buyer are parties to that certain Portfolio Purchase and Sale Agreement and Escrow Instructions dated as of June 27, 2019 (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 in order to correct scrivener’s errors appearing in Section 3.1 of the Purchase Agreement.

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.

(a)The reference to “One Billion Two Hundred Twenty-Two Million Three Hundred Thousand Dollars ($1,222,300,000)” appearing in the first paragraph of Section 3.1 shall be, and hereby is, deleted in its entirety and “One Billion Two Hundred Twenty-Two Million One Hundred Fifty Thousand Dollars ($1,222,150,000)” shall be substituted in its place.

(b)Clause (a) appearing in Section 3.1 of the Purchase Agreement shall be, and hereby is, deleted in its entirety and the following clause shall be substituted in its place: “Village Center Station II (Charter Communications): “One Hundred Forty-Four Million Five Hundred Fifty Thousand Dollars ($144,550,000).”

(c) Clause (d) appearing in Section 3.1 of the Purchase Agreement shall be, and hereby is, deleted in its entirety and the following clause shall be substituted in its place: “222 Main: “Two Hundred Eleven Million Two Hundred Fifty Thousand Dollars ($211,250,000).”

(d)Clause (h) appearing in Section 3.1 of the Purchase Agreement shall be, and hereby is, deleted in its entirety and the following clause shall be substituted in its place: “Village Center Station: “Eighty-Nine Million One Hundred Fifty Thousand Dollars ($89,150,000).”

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 to Purchase and Sale Agreement and Escrow Instructions as of the date first above stated.


By:	KBSIII VILLAGE CENTER STATION II MEMBER, LLC,


By:	KBSIII REIT ACQUISITION XXXII, LLC,


By:	KBS REIT PROPERTIES III, LLC,


By:	KBS LIMITED PARTNERSHIP III,