Exhibit 10.1

PROMISSORY NOTE

On the Maturity Date, Borrower shall pay to Lender the remaining unpaid balance of principal, interest, and any other sums due. Lender shall have no obligation, express or implied, to refinance the "balloon payment" then due.

All payments shall be made in lawful money of the United States of America, in immediately available funds, at Lender's Payment Address, or at such other place as Lender may from time to time designate in writing.

The following shall accrue interest at the Default Rate: ((i) Lender expenditures made pursuant to Loan Document provisions unless Lender has been immediately reimbursed by Borrower upon demand; (ii) all amounts remaining due and unpaid after the Maturity Date; and (iii) all amounts outstanding under the Note after an Event of Default (including the outstanding principal balance and late charges) until the Event of Default is cured. Default Rate interest shall be applicable in addition to the late charge described above.

If the Interest Rate is greater than the Treasury Yield, the difference between the Interest Rate and the Treasury Yield shall be divided by twelve (12) and multiplied by the then unpaid Principal Sum to determine the monthly payment differential. The present value of the series of monthly payment differentials for the number of whole and partial months from the date of prepayment to the Maturity Date shall be calculated using the Treasury Yield as the discount rate, compounded monthly. The resulting sum of all the discounted monthly payment differentials shall be the Discounted Yield Maintenance Prepayment Fee.

If the Interest Rate is equal to or less than the Treasury Yield, the prepayment premium shall be one percent (1%) of the then unpaid Principal Sum.

Notwithstanding the foregoing, Borrower shall be personally liable to Lender for:

Additionally, notwithstanding other provisions of this paragraph 12, the loan evidenced by this Promissory Note and the other Loan Documents shall become fully recourse debt to Borrower and Guarantor(s) if any of the following occur:

Lender shall not be limited in any way in enforcing the personal liability and obligations of Borrower under the Loan Documents against Borrower, nor shall Lender be limited in any way in enforcing the personal liability and obligations of any guarantor and indemnitor according to the terms of the instruments creating such liabilities and obligations. To that end, Borrower hereby expressly waives any right to require Lender to bring any action against any other person or to require that resort be had to any security and, without limiting the generality of the foregoing, Borrower herewith expressly waives any right Borrower otherwise might have or might have had under the provisions of Section 26-7 of the North Carolina General Statutes, et. seq. and/or other North Carolina laws.

[The remainder of this page is intentionally blank. Signature pages to follow.]

[Signature Page of Promissory Note]

IN WITNESS WHEREOF, this Note has been executed and delivered under seal this 22 ^nd   day of   November , 2013.

Exhibit 10.2

Prepared by and after recording return to:

Diana R. Palecek, Esq.

Smith Moore Leatherwood LLP

101 North Tryon Street, Suite 1300

Charlotte, NC 28246

DEED OF TRUST AND SECURITY AGREEMENT

AND FIXTURE FILING

(Collateral is or includes fixtures.)

Exhibit A hereto is incorporated herein by reference.

Table of Contents

The term "real estate taxes" in the foregoing sentence shall include any form of assessment, license fee, license tax, business license fee or tax, commercial rental tax, levy, charge, penalty, tax or similar imposition, imposed by any authority having the direct power to tax, including any city, county, state or Federal government, or any school, architectural, lighting, drainage or other improvement or special assessment district thereof, against any legal or equitable interest in the Property, except general business taxes imposed on Lender other than taxes or other amounts referred to in Paragraph 4.1(d).

TO HAVE AND TO HOLD the Realty, together with all privileges, hereditaments, easements, rights of way and appurtenances thereunto belonging and the rents, issues, royalties and profits thereof to said Trustee, and the Trustee’s successors and assigns forever, upon the trusts, terms and conditions, and for the uses, hereinafter set forth.

FOR THE PURPOSE OF SECURING THE FOLLOWING OBLIGATIONS OF BORROWER TO LENDER, in such order of priority as Lender may elect:

This Deed of Trust is also intended to be a security agreement under the Uniform Commercial Code as in force from time to time in the State.

Borrower is not and shall not be a Prohibited Person.

Borrower: (a) shall not conduct business, transactions, or dealings with a Prohibited Person; and (b) shall not engage in or conspire to engage in transactions violative of prohibitions of EO13224.

Upon Lender’s request, Borrower shall promptly deliver to Lender certification or evidence confirming that Borrower: (a) is not a Prohibited Person; and (b) has not engaged in business, transactions, or dealings with a Prohibited Person, including contributing or receiving funds, goods, or services, to or for the benefit of a Prohibited Person.

Borrower has established policies and procedures to prevent and detect money laundering, including processes to meet all applicable anti-money laundering requirements of the USA Patriot Act.

“Anti-Terrorism Laws” are laws and regulations related to terrorism or money laundering, including Executive Order 13224 and the USA Patriot Act.

“Executive Order 13224” is Executive Order Number 13224 on Terrorism Financing, effective September 24, 2001.

“Prohibited Person” is any person (a) listed in the Annex to or subject to the provisions of Executive Order 13224; (b) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control’s (“ OFAC ”) current list of “Specifically Designated National and Blocked Persons” (published in various media, including on the OFAC website, http:www.treas.gov/ofac/t11sdn.pdf); (c) who commits, threatens, or supports “terrorism,” as defined in EO 13224; (iv) who violates laws and regulations related to terrorism or money laundering, including EO 13224 and the USA Patriot Act; or (d) who affiliates with any entity or person described above.

“USA Patriot Act” is the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56.

Borrower has established policies and procedures to prevent it from providing goods or services in the Energy Sector in Iran,

"Energy Sector" shall mean activities to develop petroleum or natural gas resources or nuclear power in Iran, including, but not limited to, providing oil or liquefied natural gas tankers or products used to construct or maintain pipelines used to transport oil or liquefied natural gas for the energy sector in Iran.

"Iran" means the Government of Iran and any agency or instrumentality of the Government of Iran.

Borrower shall not be entitled to any credit on the Secured Debt by reason of its payment of any sums required to be paid under Paragraph 4.1(b) through (f) unless such sums are paid to reimburse Lender for amounts paid by Lender and added by Lender to the Secured Debt.

All property insurers shall agree not to acquire any rights of recovery against Lender by subrogation. Borrower, to the full extent permitted by Laws and to the full extent permitted without invalidating the insurance policies required above, shall obtain endorsements by all insurers waiving any right of subrogation against tenants under any Leases and shall require the same of such tenants. Lender shall not because of accepting, rejecting, approving or obtaining insurance, incur any liability for the existence, nonexistence, continuation, form or legal sufficiency of any insurance, the solvency of any insurer, or the payment of losses.

Borrower shall furnish to Lender or Lender's designee an original of all policies of insurance required under this Deed of Trust, provided, however, that if Lender consents to Borrower providing any of the insurance required under this Deed of Trust through blanket policies carried by Borrower and covering more than one location, Borrower shall furnish Lender or Lender's designee with a certificate of insurance for each such policy, setting forth the coverage, the limits of liability as to the Property, the name of the insurer, the policy number and the expiration date, or with a certified true copy of the original of each such policy.

Borrower shall keep, observe and satisfy, and not suffer violations of the requirements, including those requirements pertaining to acts committed or conditions existing on the Property, of insurance companies and any bureau or agency which establishes standards of insurability affecting the Property. Borrower shall not carry separate or additional insurance concurrent in form or contributing in the event of loss with that required by this Deed of Trust.

Upon foreclosure of this Deed of Trust or other transfer of title or assignment of the Property in discharge, in whole or part, of the Secured Debt, all right, title and interest of Borrower in and to all policies of insurance required by this Paragraph 4.3 shall inure to the benefit of and pass to Lender.

Upon the transfer of the Property by AR Borrower I, LLC (“ Original Borrower ”) pursuant to the foregoing with the consent of the Lender and provided that the Original Borrower has provided to Lender a “Phase I” environmental assessment report which is satisfactory to Lender in Lender’s sole discretion, then upon the foregoing, the Lender will agree to release the Original Borrower, Robert G. Meyer, Mark Mechlowitz, Jorge Sardinas, Robert Fishel, and Harold Katz (collectively, the “ Original Obligors ”) from any further obligations or liabilities under the Loan Documents as of the date of the assumption of the Loan Documents by the buyer of the Property (the “ Assumption Date ”), except as expressly set forth in the remaining section of this Paragraph. Notwithstanding the foregoing, Original Obligors will not be released from any obligations under the Loan Documents relating to (a) Hazardous Substances, or any Contamination or Clean-Up of Hazardous Substances on, at or under the Property during the period up to the Assumption Date, notwithstanding when any such obligation may be learned of, discovered or made evident, or (b) any obligation arising under the Loan Documents for periods prior to the Assumption Date, but which obligation may be learned of, discovered or made evident on or after the Assumption Date (collectively, the “ Continuing Obligations ”). In the event of any default by Original Obligors in the performance of any Continuing Obligations, which continues after written notice thereof from Lender to Original Obligors, Lender may exercise all remedies against Original Obligors available to it under the terms of the Loan Documents or this Agreement or applicable law as if the release of the Original Obligors had not been entered into by Lender.

Additionally, in connection with any of the transfers contemplated in this paragraph, the following conditions shall be satisfied: (i) Borrower shall give Lender no less than thirty (30) days notice prior to any such transfer, such notice to be accompanied by evidence reasonably satisfactory to Lender in its sole discretion that the proposed transferee is a permitted transferee under this paragraph, and (ii) Borrower shall pay all costs of Lender in connection with such transfer, including legal fees.

The foregoing indemnification shall apply in all instances, unless the claim was directly caused by the gross negligence or intentional misconduct of Lender.

Borrower shall have the right to control any action for which an indemnity is required pursuant to this Paragraph 4.6 through counsel of its choice, subject to Lender's consent; however, at Lender's option, Lender may participate in such action through its own counsel at Borrower's expense. If Borrower does not notify Lender of its intent to control such action within the earlier of 30 days of notice of such claim or 5 days prior to the time required by Law to respond to such claims, Lender may control and settle such action, including a settlement for non-monetary relief such as Clean-Up, without Borrower's consent and at Borrower's expense.

If Borrower is a general or limited partnership, Borrower waives any rights it may have to require Lender to proceed against the assets of the partnership before proceeding against the assets of individual general partners in the exercise of its rights under this Paragraph 4.6 .

Borrower hereby appoints each of Trustee and Lender as its attorney-in-fact, coupled with an interest, to take the above actions and to perform such obligations on behalf of Borrower, at Borrower's sole expense, if Borrower fails to comply with this Paragraph 4.14.

If any portion of the Secured Debt shall thereafter be unpaid, Borrower shall not be excused from the payment thereof in accordance with the terms of the Loan Documents. Lender shall not, in any event or circumstance, be liable or responsible for failure to collect or exercise diligence in the collection of any Insurance Proceeds or Taking Proceeds.

(2)       there are no Laws preventing Restoration of the Property;

Lender shall not be a trustee with respect to any Insurance Proceeds, and may mingle Insurance Proceeds with its funds without obligation to pay interest thereon. Lender shall in no event be liable for the performance or observance of any covenant or condition arising under any Lease in connection with the Property nor obligated to take any action to restore the Property.

Trustee, having retained a commercially reasonable sum (but in no event more than five percent (5%)) from the gross proceeds of such sale (“Commission”) as compensation for the Trustee’s services and having retained also all advertising and other expenses incurred by Trustee, including a reasonable attorneys’ fee for legal services actually performed by an attorney employed by Trustee, shall apply the residue first to the payment of any taxes or assessments which may be a lien against the Property, unless Trustee advertised and sold the same subject to such taxes or assessments; and apply the remainder to the sums secured by this Deed of Trust with the balance to the account of Borrower or other party entitled thereto, as their interests may appear. Lender shall have the absolute right to determine the order in which the property will be sold and the order in which the indebtedness secured hereby will be satisfied from any proceeds of sale.

In case foreclosure is commenced, but not completed, Borrower shall pay to Trustee all expenses incurred by Trustee and a partial commission in accordance with the following schedule: one percent (1%) of the principal balance of the Note if foreclosure is terminated before Trustee issues a notice of hearing on the right to foreclose; two percent (2%) of the principal balance of the Note if foreclosure is terminated after issuance of said notice; three percent (3%) if foreclosure is terminated after such hearing; and the full commission after the initial sale.

At such sale Lender may bid for and acquire any part of the Property and in lieu of paying cash therefor may take settlement of the purchase price by a credit upon the sums due and payable under and secured by this Deed of Trust the net sales price which shall be the proceeds of sale after deducting therefrom the expenses referred to above. If there be any sale of the Property herein conveyed, Borrower or any person in possession of the Property, as tenant or otherwise, shall become a tenant at will of the purchaser at such sale and may be removed by writ of ejectment, summary ejectment, writ of possession or other lawful statutory or common law remedy. If at the time of sale Trustee deems it best for any reason to postpone or continue the same from time to time, Trustee may do so, and no failure or failures of Lender or Trustee to exercise the rights hereinabove granted, nor any acts or omission, nor any lapse of time shall be construed to be a waiver of any right hereunder, if the rights shall have once accrued. The power of sale above granted may be exercised at different times as to different portions of the Property. Any recital of fact by Trustee in its deed relative to default of Borrower or to notice, advertisement and sale in accordance with law shall be received as prima facie evidence of such fact.

Written notice mailed to Borrower, as provided herein, 15 days prior to the date of public sale of the Personalty or prior to the date after which private sale of the Personalty will be made, shall constitute reasonable notice. Any sale made pursuant to the provisions of this Paragraph 8.2(g) shall be deemed to have been a public sale conducted in a commercially reasonable manner, if held contemporaneously with the sale of the Property as provided in Paragraph 8.2(j) of this Deed of Trust. In the event of a foreclosure sale, whether made by Lender under the terms hereof, or under judgment of a court, the Personalty and the other parts of the Property may, at the option of Lender, be sold in parts or as a whole. It shall not be necessary that Lender take possession of the Personalty prior to the time that any sale pursuant to the provisions of this Paragraph 8.2(g) is conducted and it shall not be necessary that the Personalty be present at the location of such sale.

A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF THIS DEED OF TRUST OR ANY FINANCING STATEMENT RELATING TO THIS DEED OF TRUST SHALL BE SUFFICIENT AS A FINANCING STATEMENT. THIS DEED OF TRUST IS EFFECTIVE AND SHALL BE EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING WITH RESPECT TO ALL GOODS WHICH ARE OR ARE TO BECOME FIXTURES INCLUDED WITHIN THE PROPERTY AND IS TO BE FILED FOR RECORD IN THE REAL ESTATE RECORDS OF THE LOCATION IN THE STATE WHERE THE PROPERTY IS SITUATED. THE MAILING ADDRESS OF LENDER AND THE ADDRESS OF BORROWER FROM WHICH INFORMATION CONCERNING THE SECURITY INTEREST MAY BE OBTAINED, ARE SET FORTH ON THE COVER SHEET HEREOF.

Any sums advanced by Lender under this Paragraph 8.2 shall bear interest at the lesser of (i) the Default Rate specified in the Note or (ii) the maximum nonusurious interest rate permitted by applicable law, and shall be payable by Borrower on demand. Such sums together with such interest shall constitute a part of the Secured Debt.

All sums realized by Lender under this Paragraph 8.2, less all costs and expenses incurred by Lender under this Paragraph 8.2, including, without limitation, reasonable attorneys fees and disbursements, property management fees, costs of title commitments, inspections, environmental site assessments and testing, engineering reports, alterations, renovations, repairs and replacements made or authorized by Lender and all expenses incident to Lender taking possession of the Property, and such sums as Lender deems appropriate as a reserve to meet future expenses of the Property, shall be applied to the Secured Debt in such order as Lender shall determine. Thereafter, any balance shall be paid to the person or persons legally entitled thereto. In all instances under the Loan Documents, all references to attorney’s fees and costs shall mean reasonable and actual attorney’s fees, at standard hourly rates and without regard for any statutory presumption of attorney’s fee, including, without limitation, the provisions of N.C. Gen. Stat. Section 6-21.2.

The acknowledgment of the receipt of the purchase money, contained in any deed or conveyance executed as aforesaid, shall be sufficient to discharge the grantee of all obligations to see to the proper application of the consideration therefor as herein provided. The purchaser at any trustee's or foreclosure sale hereunder may disaffirm any easement granted or rental agreement or Lease made in violation of any provision of the Loan Documents, and may take immediate possession of the Property free from, and despite the terms of, such grant of easement, rental agreement or Lease.

To the extent permitted by Laws such an instrument may describe the grantee as "the person or persons legally entitled thereto." Lender shall not have any duty to determine the rights of persons claiming to be rightful grantees of any of the Property. When the Property has been fully released, such release shall operate as a reassignment of all future rents, issues and profits of the Property to the person or persons legally entitled thereto, unless such release expressly provides to the contrary.

Notwithstanding the foregoing, Borrower's obligation under Paragraph 4.6(c) (environmental indemnity) shall not terminate and shall survive the discharge of the Loan Documents, whether through full payment of the Secured Debt, foreclosure, deed in lieu of foreclosure or otherwise, for the benefit of Lender and its successors and assigns, including without limitation, any purchaser at a foreclosure sale.

If in contravention of the provisions of this Deed of Trust or otherwise, ownership of the Property or any portion thereof becomes vested in a person other than Borrower, Lender may, without notice to Borrower, whether or not Lender has given written consent to such change in ownership, deal with such successor or successors in interest with reference to the Loan Documents and the Secured Debt in the same manner as with Borrower, without in any way vitiating or discharging Lender's remedies or Borrower's liability under the Loan Documents or on the Secured Debt.

Notwithstanding the foregoing, Borrower shall be personally liable to Lender as set forth in Paragraph 12 of the Note.

Exhibit A - Property Description

IN WITNESS WHEREOF, this Deed of Trust has been executed and delivered under seal as of the date first above written.

STATE OF GEORGIA – COUNTY OF COBB

I certify that the following person personally appeared before me this day acknowledging to me that he signed the foregoing document: Rob Meyer .

[Affix Notary Stamp/Seal in Space Above]

EXHIBIT A

Property Description

Being all of Parcels 1, 2 and the areas shown as the sixty-six (66) foot public right-of-way (“Prosser Way”) and the fifty (50) foot public right of way (“Skinner Lane”), as shown on a plat recorded in Map Book 53, page 886, and Parcel 3A as shown on a plat recorded in Map Book 55, page 355, Mecklenburg County Register of Deeds, reference to which is hereby made for a more particular description.

TOGETHER WITH the rights and easements conferred by that Sewer Easement Agreement recorded in Book 18053, at page 845, Mecklenburg County Register of Deeds, as amended by First Amendment to Sewer Agreement recorded in Book 20732, at page 68, and Second Amendment to Sewer Easement Agreement recorded in Book 22541, at page 189.

TOGETHER WITH easements contained in that Declaration of Easements, Covenants and Restrictions recorded in Book 28849 , at page 615 , Mecklenburg County Register of Deeds.

Exhibit 10.3

Prepared by and after recording return to:

Diana R. Palecek, Esq.

Smith Moore Leatherwood LLP

101 North Tryon Street, Suite 1300

Charlotte, NC 28246

ASSIGNMENT OF LEASES AND RENTS

Cover Sheet

Date :   November  22 , 2013

Borrower : AR Borrower I, LLC, a Delaware limited liability company

Note Amount:    $31,900,000.00

Permitted Leasing Guidelines :    Residential apartment leases that are in compliance with the provisions of Paragraph 4.5 hereof

Exhibit A (Property Description) is incorporated herein by reference.

Any exercise by Lender of its discretion in connection with a request for its consent under this Paragraph 4.1 shall be based on its reasonable evaluation of the requested matter. Lender shall respond to a request for its consent within a reasonable time.

Any sums advanced by Lender under this Paragraph 5.2 shall bear interest at the lesser of (a) the Default Rate specified in the Note or (b) the maximum nonusurious interest rate permitted by applicable law and shall be payable by Borrower on demand. Such sums, together with such interest, shall constitute a part of the Secured Debt.

This Lease Assignment shall not operate to make Lender a mortgagee in possession or to place responsibility for the control, care, management, repair or Clean-Up of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death of any tenant, licensee, employee or stranger.

If ownership of the Property or any portion thereof becomes vested in a person other than Borrower, Lender may, without notice to Borrower, whether or not Lender has given written consent to such change in ownership, deal with such successor or successors in interest with reference to this Lease Assignment in the same manner as with Borrower, without in any way vitiating or discharging Lender’s remedies under or Borrower’s liability under this Lease Assignment.

Notwithstanding the foregoing, Borrower shall be personally liable to Lender as set forth in Paragraph 12 of the Note.

Lender shall not be limited in any way in enforcing the personal liability and obligations of Borrower under the Loan Documents against Borrower, nor shall Lender be limited in any way in enforcing the personal liability and obligations of any guarantor or indemnitor in accordance with the terms of the instruments creating such liabilities and obligations. To that end, Borrower hereby expressly waives any right to require Lender to bring any action against any other person or to require that resort be had to any security and, without limiting the generality of the foregoing, Borrower herewith expressly waives any right Borrower otherwise might have or might have had under the provisions of Section 26-7 of the North Carolina General Statutes, et. seq. and/or other North Carolina laws.

[Signature Page of Assignment of Leases and Rents]

IN WITNESS WHEREOF, this Lease Assignment has been executed and delivered under seal as of the date first above written.

STATE OF GEORGIA – COUNTY OF COBB

I certify that the following person personally appeared before me this day acknowledging to me that he signed the foregoing document: Rob Meyer .

My commission expires: 8.21 , 20 15

EXHIBIT A

Property Description

Being all of Parcels 1, 2 and the areas shown as the sixty-six (66) foot public right-of-way (“Prosser Way”) and the fifty (50) foot public right of way (“Skinner Lane”), as shown on a plat recorded in Map Book 53, page 886, and Parcel 3A as shown on a plat recorded in Map Book 55, page 355, Mecklenburg County Register of Deeds, reference to which is hereby made for a more particular description.

TOGETHER WITH the rights and easements conferred by that Sewer Easement Agreement recorded in Book 18053, at page 845, Mecklenburg County Register of Deeds, as amended by First Amendment to Sewer Agreement recorded in Book 20732, at page 68, and Second Amendment to Sewer Easement Agreement recorded in Book 22541, at page 189.

TOGETHER WITH easements contained in that Declaration of Easements, Covenants and Restrictions recorded in Book 28849 , at page 615 , Mecklenburg County Register of Deeds.

Exhibit 10.4

Prepared by and after recording return to:

Diana R. Palecek

Smith Moore Leatherwood LLP

101 N. Tryon Street, Suite 1300

Charlotte, NC 28246

NOTE, DEED OF TRUST AND RELATED LOAN DOCUMENTS

ASSIGNMENT, ASSUMPTION AND MODIFICATION AGREEMENT

THIS NOTE, DEED OF TRUST AND RELATED LOAN DOCUMENTS ASSIGNMENT, ASSUMPTION AND MODIFICATION AGREEMENT (this “ Agreement ”) is made this 19 day of August, 2015 between AR I BORROWER, LLC , a Delaware limited liability company (the “ Original Borrower ”) whose address is c/o Catalyst Development Partners, 808 Glenwood Avenue, SE, Suite H, Atlanta, GA 30316, BR ASHTON I OWNER, LLC , a Delaware limited liability company (the “ New Borrower ”) whose address is c/o Bluerock Real Estate, L.L.C., 712 Fifth Avenue – 9 ^th Floor, New York, NY 10019, and SUN LIFE ASSURANCE COMPANY OF CANADA , a Canadian corporation (“Lender”) whose address is c/o Sun Life of Canada, One Sun Life Executive Park, Wellesley Hills, MA 02481, Attention: Mortgage Investments Group, in order to document the assignment and assumption of the $31,900,000.00 original principal amount loan from Lender to Original Borrower dated November 22, 2013 (the " Loan "), including the assignment by Original Borrower and assumption by New Borrower of the loan documents described in Exhibit “A” attached hereto (collectively, the “ Loan Documents ”). This Agreement is joined in by Rob Meyer, Mark Mechlowitz, Jorge Sardinas, Robert Fishel, and Harold Katz (collectively, “ Original Guarantor ”) and by Bluerock Residential Growth REIT, Inc., a Maryland corporation (“ Replacement Guarantor” ).

BACKGROUND :

Original Borrower is indebted to Lender under the Loan Documents. Original Borrower desires to sell, and New Borrower desires to purchase, the real property encumbered by the Deed of Trust (term is defined in Exhibit “A ”) and more fully described on Exhibit “B” attached hereto (the “ Property ”) and New Borrower desires to assume all outstanding obligations of the Original Borrower under the Loan Documents, including paying Lender the unpaid principal balance of the Note (term is defined in Exhibit “A ”) owing to Lender. The Deed of Trust requires the written consent of Lender prior to any sale or transfer of all or any part of the encumbered property, and the sale or transfer without the consent of Lender would constitute a default under the Deed of Trust. Original Borrower and New Borrower wish to obtain the consent of the Lender to such sale of the Property and to obtain from Lender a limited release of Original Borrower from certain of its obligations under the Loan Documents as set forth herein.

ASSIGNMENT AND ASSUMPTION

NOW, THEREFORE, for and in consideration of the granting of the consents by Lender, for the benefits following to each of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree:

1.           Recitals . The above recitals arc true and correct.

2.           Definitions . Any capitalized terms used herein without definition shall have the meanings ascribed to them in the Deed of Trust.

3.           Status of Loan . Without waiving any of its rights under the Loan Documents, Lender hereby confirms that as of the date hereof: the principal balance outstanding under the Note is Thirty-One Million Nine Hundred Thousand and 00/100 Dollars ($31,900,000.00); the current balance of escrow deposits held by Lender for Property Taxes and Charges is Two Hundred Seventy-Three Thousand Five Hundred Eighty-Two and 53/100 Dollars ($273,582.53); the current balance of escrow deposits held by Lender for Insurance Premiums is Zero and 00/100 Dollars ($0.00); Lender has not issued any written notices of default to Original Borrower or Original Guarantor which have not been cured; and there are no known existing uncured defaults by Original Borrower or Original Guarantor under the Loan Documents; and Lender is the current holder of the Note.

4.           Reaffirmation of Terms . The provisions of the Loan Documents, as modified herein, are expressly reaffirmed hereby and remain in full force and effect; provided, however, that New Borrower shall not be deemed to have reaffirmed any representations or warranties made by Original Borrower under the Loan Documents to the extent such representations or warranties do not relate to the Property but instead relate to Original Borrower’s financial status or entity/organizational specific matters. Similarly, Replacement Guarantor shall not be deemed to have reaffirmed any representations or warranties made by Original Guarantor under the Loan Documents to the extent such representations or warranties do not relate to the Property but instead relate to Original Guarantor’s financial status or entity/organizational specific matters.

5.           Assignment and Assumption . Original Borrower hereby assigns to New Borrower, and New Borrower hereby assumes, the outstanding indebtedness evidenced by the Note and all the rights and outstanding obligations of Original Borrower under the Loan Documents. New Borrower hereby agrees that it shall hereafter make all payments required to be made by the borrower under the Note and other Loan Documents and perform all outstanding obligations of the borrower contained in the Loan Documents. New Borrower agrees to abide by all provisions of the Loan Documents. In the event of any default by New Borrower under the terms of any Loan Document, Lender may exercise all remedies available to it under the terms of the Loan Documents.

6.            Modifications to the Note . The Note is hereby amended as follows:

7.            Modifications to the Deed of Trust . The Deed of Trust is hereby amended as follows:

“ ADDITIONAL DEFINITIONS.

“ Affiliate ” means any person directly or indirectly through one or more intermediaries controlling, controlled by, or under direct or indirect common control with, such person. A person shall be deemed to be “controlled by” any other person if such other person possesses, directly or indirectly, power (a) to vote a majority of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners or the equivalent; or (b) to direct or cause the direction of the management and policies of such person whether by contract or otherwise.

“ Bluerock Operating Partnership ” means Bluerock Residential Holdings, LP, a Delaware limited partnership and operating partnership subsidiary of Bluerock REIT.

“ Bluerock REIT ” means Bluerock Residential Growth REIT, Inc., a Maryland corporation.

“ BR Owner ” means BR Ashton I Owner, LLC, a Delaware limited liability company.

“ BRE ” means Bluerock Real Estate, L.L.C., a Delaware limited liability company.

“ BRG ” means BRG Ashton NC, LLC, a Delaware limited liability company.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“ Person ” means an individual, an estate, a trust, a corporation, a partnership, a limited liability company or any other organization or entity (whether governmental or private).

“ Transfer ” means any sale, installment sale, exchange, issuance, mortgage, pledge, hypothecation, assignment, encumbrance or other transfer, conveyance or disposition, whether voluntarily, involuntarily or by operation of law or otherwise.”

“3.11 Contamination . To the best of Borrower's knowledge and belief, after due investigation and inquiry, except as disclosed by that certain Phase I Environmental Site Assessment Report prepared by Blackstone Consulting, LLC, and dated March 26, 2015 (the “Phase I Report”), no Contamination has occurred at the Property.”

In the first line of Section 4.4A., the word “herein” is deleted and the phrase “in Subparagraphs 4.4B through 4.4F below” is added after the word “provided”.

“B. Permitted Property Transfers . Notwithstanding the foregoing in Subparagraph 4.4A above (and further provided that the rights of Lender set forth in such Subparagraph 4.4A above to condition its consent on changes in the interest rate under the Note, etc. shall not apply to Permitted Property Transfers under this Subparagraph 4.4B), the Borrower shall have the right to (i) sell the Property in its entirety or (ii) sell or transfer all of the ownership interests in the Borrower (if Borrower is an entity) (in one single transaction or in a series of installment sales), in an arms-length transaction to a third party independent of the Borrower (each a “Permitted Property Transfer”), provided that the following conditions are satisfied: (i) the proposed buyer/transferee is acceptable to the Lender as measured and judged by normal and ordinary standards of financial strength, credit history, real estate management ability and experience and professional character, as determined by the Lender in its sole discretion, and (ii) such buyer/transferee agrees to assume all of the obligations of the Borrower under the Loan Documents and the Secured Debt, and (iii) in the case of the first Permitted Property Transfer, Borrower shall pay Lender a fee equal to 1% of the then outstanding principal balance of the Note and shall pay all actual costs of Lender in connection with such transfer, including legal fees, and (iv) in the case of any subsequent Permitted Property Transfer, Borrower shall pay Lender a fee equal to 2% of the then outstanding principal balance of the Note and shall pay all actual costs of Lender in connection with such transfer, including legal fees. Borrower shall give Lender no less than thirty (30) days’ notice of any proposed Permitted Property Transfer, such notice to be accompanied by documentation suitable to show the financial strength, credit history, real estate management ability and experience and professional character of the proposed buyer/transferee. Additionally, the Borrower shall furnish to the Lender upon request additional information concerning the proposed buyer/transferee as determined by Lender as necessary or helpful to measure and judge the financial strength, credit history, real estate management ability and experience and professional character of the proposed buyer/transferee.

Upon the completion of any Permitted Property Transfer by Borrower (“ Original Borrower ” for purposes hereof) pursuant to the foregoing with the consent of the Lender and provided that the Borrower has provided to Lender a “Phase I” environmental assessment report which is satisfactory to Lender in Lender’s sole discretion, then upon the foregoing, the Lender will agree to release the Original Borrower and the then-current guarantors or indemnitors of the Secured Debt (collectively, the “ Original Obligors ”) from any further obligations or liabilities under the Loan Documents as of the date of the assumption of the Loan Documents by the Permitted Property Transfer buyer/transferee (the “ Assumption Date ”), except as expressly set forth in the remaining section of this Paragraph. Notwithstanding the foregoing, Original Obligors will not be released from any obligations under the Loan Documents relating to (a) Hazardous Substances, or any Contamination or Clean-Up of Hazardous Substances on, at or under the Property during the period up to the Assumption Date, notwithstanding when any such obligation may be learned of, discovered or made evident, or (b) any obligation arising under the Loan Documents for periods prior to the Assumption Date, but which obligation may be learned of, discovered or made evident on or after the Assumption Date (collectively, the “ Continuing Obligations ”). In the event of any default by Original Obligors in the performance of any Continuing Obligations, which continues after ten (10) days’ prior written notice thereof from Lender to Original Obligors, Lender may exercise all remedies against Original Obligors available to it under the terms of the Loan Documents or this Agreement or applicable law as if the release of the Original Obligors had not been entered into by Lender.”

In the ninth line of Section 4.4C, the word “in” is inserted after the word “interested”.

“D. Family Transfers. Notwithstanding the foregoing restrictions, transfers of ownership interests among Family Members (as hereafter defined) for, or to entities created for Family Members for, estate planning purposes will be permitted without payment of a transfer fee, provided Borrower receives Lender’s prior written approval and subject to Lender’s then current standard requirements for such transfers. Additionally, in connection with any of the transfers contemplated in this Subparagraph 4.4D, the following conditions shall be satisfied: (i) Borrower shall give Lender no less than thirty (30) days’ notice prior to any such transfer, such notice to be accompanied by evidence reasonably satisfactory to Lender in its sole discretion that the proposed transferee is a permitted transferee under this paragraph, and (ii) Borrower shall pay all costs of Lender in connection with such transfer, including legal fees. As used herein, the term “Family Member” shall mean any person who holds a direct ownership (i.e., membership or partnership interests) in Borrower or the Property or any person who is a guarantor or indemnitor of the Secured Debt and the spouse, parents, children and grandchildren of any said person.”

“E. Internal Transfers . Notwithstanding the foregoing restrictions in this Section 4.4 or elsewhere in this Deed of Trust, the following Transfers shall be permitted subject to Borrower’s compliance with the conditions set forth below (each a “Permitted Transfer”):

(a)          So long as Control of BR Owner, BRE and Bluerock REIT does not change as a result thereof, a Transfer of direct or indirect membership interests in BR Owner or BRG (or an owner of a direct or indirect interest in BR Owner or BRG) to BRE, Bluerock REIT, Bluerock Operating Partnership or any of their Affiliates; so long as, after any such Transfer, BR Owner and BRG are Controlled, directly or indirectly, by BRE and/or Bluerock REIT;

(b)          a Transfer (including any issuance or redemption) of non-controlling membership interests, corporate stock, partnership interests or other ownership interests in any direct or indirect owner of BR Owner, BRG, Bluerock REIT and/or Bluerock Operating Partnership (or an Affiliate directly or indirectly owned or controlled by Bluerock REIT or Bluerock Operating Partnership) (the “Affected Entity”), provided that after such Transfer (i) the Affected Entity continues to be Controlled by the same Person or Persons that Controlled the Affected Entity prior to such Transfers; and (ii) the parties exercising Control of Borrower after such Transfer, continue to Control, directly or indirectly, Borrower in substantially the same manner in which they did on the date of this Agreement or, if applicable, the most recent Permitted Transfer;

(c)          a Transfer by devise or descent or by operation of law upon the death of an individual that holds an indirect legal or beneficial ownership interest in Borrower;

(d)          any residential lease entered into after the date hereof in accordance with the terms of the Loan Documents; and/or

(e)          a one time Transfer of interests in BR Owner or BRG by virtue of (i) a sale of a majority (or all) of the outstanding shares (or partnership interests) of Bluerock REIT or Bluerock Operating Partnership or (ii) a merger, combination or “roll-up” of Bluerock REIT or Bluerock Operating Partnership into a partnership, limited liability company or other entity or participation in an UPREIT, DOWNREIT or similar transaction with a real estate investment trust or other entity (any of the foregoing hereinafter referred to as a “REIT Sale”), where the purchaser or surviving entity (“Purchaser”) by virtue of such REIT Sale has a net worth and liquidity no less than that of Bluerock REIT and Bluerock Operating Partnership on a consolidated basis as of the date hereof, subject to the satisfaction of all of the following conditions as determined by Lender in its reasonable discretion:

Additionally, in connection with any of the Permitted Transfers contemplated in this paragraph, the following conditions shall be satisfied: (i) Borrower shall give Lender no less than thirty (30) days’ notice prior to any such Permitted Transfer, such notice to be accompanied by evidence reasonably satisfactory to Lender in its sole discretion that the proposed transferee is a permitted transferee under this paragraph, and (ii) Borrower shall pay all costs of Lender in connection with such transfer, including legal fees.”

“G. Easements for Phase II . To the extent Borrower is required by the terms of any purchase contract entered into with the owner of Phase II (“ Phase II Owner ”) to grant licenses, easements or other rights to Phase II Owner for the sharing of amenities between Phase II and the Property, the granting of any such licenses, easements or other rights in or over the Property to Phase II Owner (or the modification of any existing reciprocal easement agreement impacting the Property and Phase II) shall not constitute a transfer of the Property in violation of this Section 4.4., provided that the following conditions are satisfied: (i) Borrower shall give Lender no less than thirty (30) days’ written notice of any such proposed licenses, easements or other rights, including copies of all proposed documentation, prior to granting any such licenses, easements or other rights, which shall be subject to Lender’s review in Lender’s reasonable discretion; (ii) in the event that the agreement conveying such licenses, easements or other rights to Phase II Owner is to be recorded, Borrower shall deliver to Lender an endorsement to its existing title insurance policy insuring the lien of this Deed of Trust, acceptable to Lender in its sole discretion, advancing the effective date of such policy and all endorsements thereto to the date and time of the recording of such agreement and, in the case of an appurtenant easement, adding the appurtenant easement as an insured interest under the existing title insurance policy; (iii) in the case of an appurtenant easement, this Deed of Trust shall be modified to add the appurtenant easement to the Land described in Exhibit A attached hereto; (iv) Borrower shall provide Lender with evidence in form and substance satisfactory to Lender that following the granting of easements, licenses or other rights to Phase II Owner, the Property will continue to meet the requirements of all zoning ordinances applicable to the Property; and (v) Borrower shall pay all costs of Lender in connection with the granting of such easements, licenses or other rights, including legal fees.”

“The foregoing indemnification shall apply in all instances, unless the claim (i) was directly caused by the gross negligence or intentional misconduct of Lender or (ii) is the result of a matter first occurring from and after the date Lender takes title to the Property by foreclosure or deed in lieu thereof.”

“4.15. Replacement Guarantor . Within ninety (90) days after the death of any guarantor or indemnitor of the Secured Debt that is an individual, Borrower shall secure a replacement guarantor or indemnitor, satisfactory to Lender in its sole discretion, who, within the 90 day period, shall sign all documents required by Lender to effectuate this intent.”

8.            Funds for Property Taxes and Charges and Insurance Premiums . Original Borrower hereby relinquishes and transfers to New Borrower all of Original Borrower’s interest in any monies which may be held by Lender as escrow deposits for the purposes of application to Property Taxes and Charges and Insurance Premiums, or any other purposes for which deposits are being held by Lender, if any. New Borrower assumes the liability for payment of the escrow deposits for Property Taxes and Charges and Insurance Premiums hereafter required by the Deed of Trust and agrees to make the deposits with Lender for such purposes as hereafter required by the Deed of Trust.

9.            Non-Recourse Carve-Outs . As part of, and not in limitation of, the obligations being assumed by New Borrower in this Agreement, New Borrower hereby, as of the date hereof, assumes liability for, hereby agrees to pay, and hereby guarantees payment to Lender of:

10.         L ender’s Consent . Lender hereby (a) consents to the sale and transfer of the Property to New Borrower (the “ Current Transfer ”), and (b) consents to New Borrower assuming the outstanding obligations under the Loan Documents and accepts New Borrower as its obligor under the Loan Documents. Upon the full execution and delivery of this Agreement, all references in the Loan Documents to “Borrower” or to “Mortgagor” shall thereafter be references to the New Borrower.

11.          Limited Release of Original Obligors . Upon the full execution and delivery of this Agreement to the Lender, the Original Borrower and Original Guarantor (the Original Borrower and Original Guarantor are referred to herein collectively as the “ Original Obligors ”) shall be released from any further obligations or liabilities under the Loan Documents as of the date hereof, except as expressly set forth in this paragraph. Notwithstanding the foregoing, Original Obligors are not released from any obligations under the Loan Documents relating to (a) Hazardous Substances, or any Contamination or Clean-Up of Hazardous Substances on, at or under the Property during the period up to the date hereof, notwithstanding when any such obligation may be learned of, discovered or made evident, or (b) any obligation arising under the Loan Documents as the Loan Documents existed immediately prior to giving effect to the terms of this Agreement for periods prior to the date hereof, but which obligation may be learned of, discovered or made evident on or after the date hereof (collectively, the “ Continuing Obligations ”). In the event of any default by Original Obligors in the performance of any Continuing Obligations, which continues after written notice thereof from Lender to Original Obligors, Lender may exercise all remedies against Original Obligors available to it under the terms of the Loan Documents as the Loan Documents existed immediately prior to giving effect to the terms of this Agreement or this Agreement or applicable law as if this release had not been entered into by Lender.

12.          Guaranty . In connection with the assumption of the Loan Documents by the New Borrower, Replacement Guarantor, a related party to New Borrower, is executing and delivering to the Lender a Guaranty of Non-Recourse Carve-Outs of even date herewith (the “Guaranty”). The New Borrower and Lender hereby agree that any default under the Guaranty, which is not remedied within any applicable notice or cure period contained therein, shall constitute a default under the Loan Documents with the same force and effect as if such default has been expressly set forth in the Loan Documents, and the occurrence of such a default shall entitle the Lender to exercise the remedies in the Loan Documents for any such default. Hereafter, all references in the Loan Documents to “Guaranty” shall mean the Guaranty and all references in the Loan Documents to "Guarantor" shall mean the Replacement Guarantor.

13.          Further Transfers of Property . New Borrower agrees that the granting of the consent of Lender to this Current Transfer shall not constitute a waiver of the restrictions on transfer and encumbrances contained in the Deed of Trust, and such restrictions shall continue in full force and effect (as modified herein); except as may otherwise be provided in the Loan Documents, any future transfer, encumbrance, or sale by New Borrower without the written consent of Lender shall constitute a default of the terms of the Deed of Trust. Except as may otherwise be provided in the Loan Documents, any provisions in the Deed of Trust concerning permitted one-time transfers are no longer effective after the transfer contemplated by this Agreement.

14.          Acknowledgment . Original Obligors acknowledge that, as of the date hereof, they do not have any defenses, claims, counterclaims or rights of set-off, legal or equitable, arising out of or in connection with the Loan Documents. Original Obligors each waive and release, acquit, satisfy and forever discharge Lender and its affiliates, agents, predecessors, and assigns from any and all claims, counterclaims, defenses, action, causes (legal or equitable), promises and demands whatsoever in law or in equity which Original Obligors ever had, now has or which any successor or assign thereof hereafter can, shall or may have against Lender or its affiliates, agents, predecessors or assigns, for, upon or by reason of any manner, or cause or thing whatsoever through the date hereof.

15.          Representation and Warranty . Original Borrower hereby warrants and represents to Lender that from the date of recordation of the Deed of Trust through the recordation of this Agreement, no document or instrument which is or may be a lien prior to the lien of the Deed of Trust has been or will be recorded. Original Borrower and New Borrower hereby further warrant and represent to Lender that the Deed of Trust, as affected by this Agreement, constitutes a good and valid first priority mortgage lien against the Property. Original Borrower and New Borrower acknowledge and agree that Lender is relying upon the warranties and representations set forth this paragraph and that said warranties and representations are a material inducement to Lender to enter into this Agreement.

16.          Ratification . The parties hereto hereby ratify and confirm the terms, conditions and covenants contained in the Loan Documents, as modified herein. In the event of any conflict between the Loan Documents and this Agreement, the terms of this Agreement shall govern. The parties also ratify and confirm that all remedies provided for in the Loan Documents upon default by the Borrower thereunder, shall continue in full force and effect. The execution and delivery of this Agreement shall not constitute a novation or modification of the lien, encumbrance or security of the Deed of Trust, which Deed of Trust shall retain its priority as originally filed for record. The execution and delivery hereof shall not constitute a novation of the Note in any way.

17.          UCC Financing Statements. Original Borrower and New Borrower each authorize Lender to file appropriate financing statements and financing statement amendments in the applicable jurisdictions to provide notice of the obligations being assumed by New Borrower herein.

18.          Binding Agreement . This Agreement shall be binding upon the successors and assigns of the respective parties hereto.

19.          Miscellaneous .

20.          Waiver of Jury Trial . THE UNDERSIGNED HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS, THIS AGREEMENT, AND ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE UNDERSIGNED. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO THIS AGREEMENT.

[Signatures contained on next page]

IN WITNESS WHEREOF , the parties have executed this Note, Deed of Trust and Related Loan Documents Assignment, Assumption and Modification Agreement as of the day and year first stated above.

STATE OF Georgia

COUNTY OF Fulton

The foregoing instrument was acknowledged before me this 14th day of August, 2015, by Robert Meyer , Manager of AR I Borrower, LLC, a Delaware limited liability company (“Original Borrower”), on behalf of said entity. He/She is x personally known to me or ¨ has produced _________________________ as identification.

[Signature Page for Assignment, Assumption and Modification Agreement]

STATE OF Georgia

COUNTY OF Fulton

The foregoing instrument was acknowledged before me this 14th day of August, 2015, by Rob Meyer (an “Original Guarantor”), individually.

STATE OF Georgia

COUNTY OF Fulton

The foregoing instrument was acknowledged before me this 14th day of August, 2015, by Mark Mechlowitz (an “Original Guarantor”), individually.

STATE OF Georgia

COUNTY OF Fulton

The foregoing instrument was acknowledged before me this 14th day of August, 2015, by Jorge Sardinas (an “Original Guarantor”), individually.

STATE OF Georgia

COUNTY OF Fulton

The foregoing instrument was acknowledged before me this 14th day of August, 2015, by Robert Fishel (an “Original Guarantor”), individually.

STATE OF Philadelphia

COUNTY OF Bucks

The foregoing instrument was acknowledged before me this 17 day of August, 2015, by Harold Katz (an “Original Guarantor”), individually.

[Signature Page for Assignment, Assumption and Modification Agreement]

STATE OF New York

COUNTY OF New York

The foregoing instrument was acknowledged before me this 12 day of August, 2015, by Jordan Ruddy , Authorized Signatory of BRG Ashton NC, LLC, a Delaware limited liability company, the sole member of BR Ashton I Owner, LLC, a Delaware limited liability company (“New Borrower”), on behalf of said entity. He/She is x personally known to me or ¨ has produced _________________________ as identification.

[Signature Page for Assignment, Assumption and Modification Agreement]

STATE OF New York

COUNTY OF New York

The foregoing instrument was acknowledged before me this 12 day of August, 2015, by Michael Konig , Authorized Signatory of BRG Ashton NC, LLC, a Delaware limited liability company, the sole member of BR Ashton I Owner, LLC, a Delaware limited liability company (“New Borrower”), on behalf of said entity. He/She is x personally known to me or ¨ has produced _________________________ as identification.

(ACKNOWLEDGMENT PAGE TO FOLLOW)

On the 17 day of August in the year 2015 before me, the undersigned, a Notary Public in and for the Province of Ontario, personally appeared SUN LIFE ASSURANCE COMPANY OF CANADA, a Canadian corporation with a place of business in Canada being 150 King Street West, Toronto, Ontario M5H 1J9, by Phillippe Dougherty , its Director of Canadian Asset Management , and Christine A. Iacoucci , its Managing Director, Real Estate , personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their capacities, and that by their signatures on the instrument, the individuals, or the people upon behalf of which the individuals acted, executed the instrument.

EXHIBIT "A"

LIST OF LOAN DOCUMENTS

(all Loan Documents are dated November 22, 2013 unless otherwise indicated)

(Loan Documents dated as of the Effective Date)

EXHIBIT "B"

LEGAL DESCRIPTION

Lying and being situate in Mecklenburg County, North Carolina, and being more particularly described as follows:

Being all of Parcels 1, 2 and the areas shown as the sixty-six (66) foot public right-of-way (“Prosser Way”) and the fifty (50) foot public right of way (“Skinner Lane”), as shown on a plat recorded in Map Book 53, page 886, and Parcel 3A as shown on a plat recorded in Map Book 55, page 355, Mecklenburg County Register of Deeds, reference to which is hereby made for a more particular description.

TOGETHER WITH the rights and easements conferred by that Sewer Easement Agreement recorded in Book 18053, at page 845, Mecklenburg County Register of Deeds, as amended by First Amendment to Sewer Agreement recorded in Book 20732, at page 68, and Second Amendment to Sewer Easement Agreement recorded in Book 22541, at page 189.

TOGETHER WITH easements contained in that Declaration of Easements, Covenants and Restrictions recorded in Book 28849, at Page 615, Mecklenburg County Register of Deeds.

Indemnitor's Notice Address :

c/o Bluerock Real Estate, L.L.C.

712 Fifth Avenue, 9 ^th Floor

New York, New York 10019

Attn:Jordan Ruddy & Michael L. Koenig, Esq.

Lender : Sun Life Assurance Company of Canada, a Canadian corporation, together with other holders from time to time of the Note (as herein defined).

The foregoing indemnification shall apply in all instances, unless the claim (i) was directly caused by the gross negligence or intentional misconduct of Lender or (ii) is the result of a matter first occurring from and after the date Lender takes title to the Property by foreclosure or deed in lieu thereof.

(a) Lender shall have received at Indemnitor’s expense all environmental testing and analysis as may be required by Lender in Lender’s sole discretion, including without limitation, a phase one environmental site assessment, a phase two environmental site assessment, soil boring tests, water testing, up-gradient and down-gradient testing, and an asbestos survey.

(b) Based on the environmental reports and analysis required by Lender, Lender shall have determined that the environmental condition of the Property is satisfactory to the Lender in the Lender’s sole discretion.

(c) No Environmental Actions or Claims (as defined above) shall have been commenced, and no notice of any Environmental Actions or Claims shall have been given, prior to the Transition Date.