WHEREAS, Borrower has heretofore executed and delivered to Lender that certain Deed to SecureDebt and Assignment of Rents dated as of December 6, 2006, recorded in Deed Book 47355, page 0739,Records of the Clerk of Superior Court of Gwinnett County, Georgia (herein referred to as the“Security Deed”) for the purpose of securing the payment of the indebtedness evidenced by the Noteand any and all other indebtedness of Borrower to Lender; andWHEREAS, Borrower has heretofore executed and delivered to Lender that certain Assignment ofPermits, Licenses, Sewer and Water Rights, Agreements, Approvals, Fees and Deposits dated as ofDecember 6, 2006 (herein referred to as the “Property Rights Assignment “) for the purpose offurther securing the payment of the indebtedness evidenced by the Note and any and all otherindebtedness of Borrower to Lender; andWHEREAS, the parties hereto did amend the Note, the Security Deed, and the other LoanDocuments by First Consolidated Amendatory Agreement dated as of December 6, 2007, recorded in DeedBook 48485, page 74, aforesaid records (the “First Amendment”); andWHEREAS, the parties hereto did amend the Note, the Security Deed, and the other LoanDocuments by Second Consolidated Amendatory Agreement and Agreement Regarding Cross-Default andCross-Collateralization of Loans dated as of April 28, 2008, but effective as of March 31, 2008,recorded in Deed Book 48835, Page 217, aforesaid records (the “Second Amendment”); andWHEREAS, the parties hereto did amend the Note, the Security Deed, and the other LoanDocuments by Third Consolidated Amendatory Agreement dated as of July 17, 2009, recorded in DeedBook 49606, Page 272, aforesaid records (the “Third Amendment”); andWHEREAS, the parties hereto did amend the Note, the Security Deed, and the other LoanDocuments by Fourth Consolidated Amendatory Agreement dated as of June 21, 2010, recorded in DeedBook 50136, Page 609, aforesaid records (the “Fourth Amendment”; as used in this Agreement, theterms “Note”, “Security Deed”, “Property Rights Assignment”, “Guaranty” and “Loan Documents” meanseach of such documents as amended by the First Amendment, the Second Amendment, the Third Amendmentand the Fourth Amendment); andWHEREAS, Borrower has asked Lender to extend the term of the Note and to amend the Note, theSecurity Deed, the Property Rights Assignment and the other Loan Documents accordingly (and toprovide for other terms and conditions); andWHEREAS, Lender desires that Guarantor acknowledge and consent to the foregoing and themodification of the documents described herein and that Guarantor ratify and confirm its obligationas a guarantor of Borrower’s obligations and liabilities under the Note and the other LoanDocuments.
 
2

 
NOW THEREFORE, for and in consideration of the premises and the sum of TEN AND NO/100 DOLLARS($10.00) in hand paid, and other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged by the parties hereto, Borrower, Guarantor and Lender hereby agree asfollows:1. Acknowledgment and Modification of Note. 1.1 Borrower acknowledges that the loan evidenced by the Note (the“Loan”) has been fully funded and that the amount of the Loan remaining to bedisbursed is $0.00. Borrower further acknowledges that as of the date of thisAgreement the outstanding principal balance of the Note is Eight Million OneHundred Seventy-Five Thousand and 00/100 Dollars ($8,175,000.00). 1.2 Borrower acknowledges that the maturity date of the Note isJuly 31, 2011. Borrower and Lender have agreed that the maturity date of theNote is extended to July 31, 2012. In consideration for this extension,Borrower is herewith paying to Lender a fully earned, non-refundable loanextension fee in the amount of $20,437.50. 1.3 For the period from and after the Effective Date, the eighthparagraphs on the first page of the Note entitled REPAYMENT TERMS shall berestated in its entirety to read as follows:**REPAYMENT TERMS.**This Note shall be due and payable inconsecutive monthly payments of accrued interest only,commencing on July 6, 2011, and continuing on the same day ofeach month thereafter (each, a “Payment Date”) until fullypaid. In any event, all principal and accrued interest shallbe due and payable on July 31, 2012.” 1.4 The Note may be prepaid at any time, in whole or in part,without penalty or premium. 1.5 Except as specifically modified and amended, all of the terms,conditions and provisions of the Note shall remain in full force and effect.2. Modification of Security Deed. The Security Deed is hereby modified and amended asfollows: 2.1 All references in the Security Deed to July 31, 2011 as thematurity date of the Note are hereby deleted and substituted in lieu thereofshall be the date July 31, 2012. 2.2 Except as specifically modified and amended, all of the terms,conditions and provisions of the Security Deed shall remain in full force andeffect.
 
3

 
3. Modification of Loan Documents. The Loan Documents are hereby modified and amendedas follows: 3.1 The terms “Note” and “Security Deed”, as such terms may be usedin the Loan Documents, shall mean the Note or the Security Deed as modified andamended hereby. 3.2 The Loan Documents are hereby further amended by substitutingfor the Lender’s address for notices wherever such address appears thefollowing address: “Wells Fargo Bank, National Association, Middle Market RealEstate, 7000 Central Parkway, Suite 600, Mail Code G0185-060, Atlanta, Georgia30328, Attention: Marie F. Thomas.” 3.3 Except as specifically modified and amended, all of the terms,conditions and provisions of the Loan Documents shall remain in full force andeffect.4. Modification of Guaranty. The Guaranty is hereby modified and amended as follows: 4.1 The terms “Note” and “Loan Documents” as such terms may be usedin the Guaranty shall mean the Note and the Loan Documents, as modified andamended hereby. 4.2 Except as specifically modified and amended, all of the terms,conditions and provisions of the Guaranty shall remain in full force andeffect. 4.3 The Loan Documents are hereby further amended by substitutingfor the Lender’s address for notices wherever such address appears thefollowing address: “Wells Fargo Bank, National Association, Middle Markets RealEstate, 7000 Central Parkway, Suite 600, Atlanta, Georgia 30328, Attention:Marie F. Thomas.”5. Limitations on Transfers Involving Borrower and Guarantor. Borrower and Guarantorhereby acknowledge and agree that notwithstanding anything to the contrary contained in theGuaranty, the Security Deed, or the other Loan Documents, Lender may, in its sole discretion,declare the Obligations (as defined in the Security Deed) immediately due and payable if at anytime prior to final repayment of the Obligations, (i) Guarantor ceases to be the sole generalpartner of Borrower or (ii) if a sale or transfer of a majority or controlling interest of thepartnership interests or corporate stock of Borrower or Guarantor occurs (whether in onetransaction or a series of transactions).
 
4

 
6. Reporting Requirements. From the date of this Agreement, in addition to any otherfinancial statements or reports required pursuant to the Loan Documents, Borrower and Guarantorwill provide to Lender the following information: a. Financial statements, including a balance sheet, incomestatement, current debt summary, statement of cash flow and supportingschedules, and supplementary supporting financial data on Guarantor’sportfolio, for the Borrower and Guarantor, annually, within 90 days of the endof the fiscal year, certified as being true and correct in all materialrespects;  b. Upon request by Lender, annual tax returns for Guarantor; and  c. Such other information as Lender may reasonably require.7. Subordinate Financing. Borrower covenants with Lender that, notwithstandinganything to the contrary contained in the Loan Documents, until the Loan is repaid in full it willnot create, place or permit to be created or placed, or through any act or failure to act,acquiesce in the placing of, or allow to remain, any mortgage, deed to secure debt, deed of trust,pledge, lien (statutory, constitutional or contractual), security interest, encumbrance or chargeon, or conditional sale or other title retention agreement, with respect to the property describedin the Security Deed or the property described in the Fulton Security Deed (said propertiescollectively referred to herein as the “Property”) except for the liens created by the LoanDocuments.8. Interest Reserve Account. In connection with and as a condition precedent to theclosing of the modification of the Loan contemplated by this Agreement, Borrower shall deposit FourHundred Eight Thousand Seven Hundred Fifty and 00/100 Dollars ($408,750.00) in the Interest ReserveAccount (as defined in the Third Amendment). Such funds, together with the funds described in**Section 9**below, shall be held, disbursed and otherwise dealt with pursuant to Section 7 of theThird Amendment and **Section 9**below. The “Interest Reserve Account” shall henceforth also be knownas the “Interest and Tax Reserve Account”.9. Tax Reserve. In connection with the closing of the modification of the Loancontemplated by this Agreement and, as a condition precedent to the effectiveness of thisAgreement, Borrower is depositing Fifty Thousand and No/100 Dollars ($50,000.00) in the Interestand Tax Reserve Account. Borrower will use such funds solely to pay the real estate taxes,assessments and charges against the Property as said taxes come due. Borrower will submit toLender an invoice evidencing the amount of any payment for real estate taxes, assessments orcharges due with respect to the Property and the purpose of such payment not less than ten (10)business days prior to date such real estate taxes, assessments or charges are due. Upon Lender’swritten consent, Borrower may withdraw funds from the Interest and Tax Reserve Account to be usedsolely for payment of such taxes, assessments, charges, or, in its sole discretion, Lender may usefunds from the Interest and Tax Reserve Account to pay the applicable taxing authority directly.Borrower will pay prior to any delinquency date thereof all real estate taxes, assessments andcharges against the Property regardless of the timing or amount of funds in the Interest and TaxReserve Account, and it is understood and agreed that Borrower shall be obligated to pay, from itsown funds, all real estate taxes, assessments and charges against the Property in the event thatthe assessed amounts of such taxes or charges exceed the amount available in the Interest and TaxReserve Account. All interest earned on the funds deposited in the Interest and Tax ReserveAccount shall become part of Borrower’s deposit. Borrower agrees that it shall include allinterest and
 
5

 
earningson any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners,members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit inthe Interest and Tax Reserve Account for federal and applicable state and local tax purposes.Lender shall have the exclusive right to manage and control all funds in the Interest and TaxReserve Account, and Borrower shall not have any right to withdraw funds from the Interest and TaxReserve Account without Lender’s consent, which may be withheld in Lender’s sole and completediscretion. Lender shall have no fiduciary duty with respect to such funds and will not be liableto Borrower for any expense, claim, loss, damage or cost (“Damages”) arising out of or relating toits holding of any funds held in the Interest and Tax Reserve Account other than those Damageswhich result directly from its Lender’s gross negligence or willful misconduct. Any account feesand charges may be deducted from the balance, if any, in the Interest and Tax Reserve Account.Borrower has previously granted, and does hereby grant, to Lender a security interest in theInterest and Tax Reserve Account and all such funds deposited at any time into such depositaccount, and any proceeds thereof, as security for the Obligations (as defined in the SecurityDeed). Such security interest shall be governed by the Uniform Commercial Code of the State ofGeorgia, and Lender shall have available to it all of the rights and remedies available to asecured party thereunder. The Interest and Tax Reserve Account may be established and held in suchname or names as Lender shall deem appropriate, including in the name of Lender. Borrower herebyconstitutes and appoints Lender and any officer or agent of Lender its true and lawfulattorneys-in-fact with full power of substitution to open the Interest and Tax Reserve Account andto do any and every act that Borrower might do on its own behalf to fulfill the terms of this**Section 9**. Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be doneby virtue hereof. It is understood and agreed that this power of attorney, which shall be deemedto be a power coupled with an interest, cannot be revoked.10. Acknowledgement and Representations. To induce Lender to execute, deliver andperform this Agreement, Borrower and Guarantor acknowledge, represent and warrant to Lender (a)that the Note and other Loan Documents, as amended hereby, are in full force and effect andconstitute valid and enforceable obligations of Borrower and Guarantor, as of this date, free fromany defenses, set-off, claims, counterclaims or causes of action of any kind or nature whatsoeverby Borrower against Lender or any of Lender’s directors, officers, employees, agents or attorneys;(b) that, after giving effect to this modification, no Default (as defined in the Security Deed) orevent that with the passage of time or giving of notice would constitute a Default under the LoanDocuments has occurred; (c) that all representations and warranties contained in the Loan Documentsare true and correct in all material respects as of this date, all necessary action to authorizethe execution and delivery of this Agreement and the other documents executed in connection withthe modification of the Loan (collectively, the “Loan Modification Documents”) have been taken, andthis Agreement is a modification of an existing obligation and is not a novation; (d) that thisAgreement is not being made or entered into with the actual intent to hinder, delay or defraud anyentity or person, and after giving effect to the indebtedness and obligations, direct andcontingent, represented by the Loan Documents, as amended by this Agreement and the other LoanModification Documents, and the consummation of the transactions contemplated thereby and hereby,and Borrower and Guarantor are able to, and anticipate that they will be able to, meet their debtsas they mature and have adequate capital to conduct the business in which they are or propose to be
 
6

 
engaged;(e) that the financial statements of Borrower and Guarantor delivered to Lender in connection herewith are true, correct andcomplete in all material respects, have been prepared in accordance with sound accountingprinciples consistently applied, fairly present the respective financial conditions of the subjectsthereof as of the respective dates thereof, and to the best of Borrower’s and Guarantor’sknowledge, there has been no material change of Borrower’s or Guarantor’s financial condition fromthe financial condition of Borrower or Guarantor (as the case may be) indicated in such financialstatements; (f) no action or proceeding, including, without limitation, a voluntary or involuntarypetition in bankruptcy under any chapter of the Federal Bankruptcy Code or an attempt to takeadvantage of any other debtor relief law, has been instituted or threatened by or against Borroweror Guarantor; (g) the execution, delivery and performance by Borrower and Guarantor of theirobligations under this Agreement and the other Loan Modification Documents will not violate orresult in a breach or constitute a default under any agreements to which Borrower or Guarantor is aparty, under any organizational or governing documents, or under any law, regulation or order ordecree of any court or other governmental instrumentality; (h) the Note, as amended by thisAgreement, is not subject to any credits, charges, claims or rights of offset or deduction of anykind or character whatsoever; and (i) this Agreement and the other Loan Modification Documentsconstitute the legal, valid and binding obligations of Borrower and Guarantor enforceable inaccordance with their terms, free from any defenses and claims of offset.11. Ratification by Borrower. Borrower ratifies and affirms all of its obligationsunder the Note, the Security Deed, the Property Rights Assignment and the other Loan Documents, asmodified and amended by this Agreement and the other Loan Modification Documents.12. Ratification and Consent by Guarantor. Guarantor hereby (i) ratifies and affirmsall its obligations under the Guaranty; (ii) acknowledges, represents and warrants that itsGuaranty constitutes the valid and enforceable obligation of Guarantor, as of this date, free fromany defenses and claims of offset; and (iii) consents to the execution by Borrower of themodification and amendment of the Note, Security Deed, the Property Rights Assignment and LoanDocuments as set forth herein.13. Binding Agreement. This Agreement shall be binding upon and shall inure to thebenefit of the parties hereto and their respective heirs, successors and assigns.14. Entire Agreement. This Agreement constitutes the entire understanding andagreement of the parties hereto with respect to the modification and amendment of the Note,Security Deed and Loan Documents and supersedes all prior agreements, understandings ornegotiations with respect thereto.15. Georgia Law; Time. This Agreement shall be governed by and interpreted inaccordance with the laws of the State of Georgia. Time is of the essence of this Agreement.
 
7

 
16. No Novation. Borrower, Lender and Guarantor hereby agree that this Agreement isnot, and shall not be construed as, a novation of the Note or Security Deed, or the other LoanDocuments.17. No Setoffs or Defenses; Release.(a) Borrower and Guarantor, for themselves and their respective partners, shareholders,officers, members, directors, and for their respective heirs, personal representatives, successorsand assigns (collectively, the “Releasors”), acknowledge, agree and represent to Lender that noneof them has any setoff, defense, claim or counterclaim under or with respect to the Loan Documents.(b) Borrower and Guarantor, for themselves and the other Releasors, for and in considerationof the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, thereceipt and sufficiency of which are herby acknowledged, hereby fully release and discharge Lender,its affiliates, subsidiaries and parent corporations, the respective partners, officers, directors,shareholders, agents and employees of each of the foregoing, and their successors and assigns(collectively, the “Released Parties”), of and from any and all claims, counterclaims, defenses,setoffs, demands, actions, causes of action and damages that Borrower, Guarantor or any otherReleasor may have had, may now have or may hereafter have against any one or more of the ReleasedParties arising under, by reason of, or in connection with any conduct, course of dealing,statement, act or omission on the part of any of the Released Parties that arose, occurred oraccrued at any time prior to and through the time of delivery of this Agreement, including withoutlimitation any such conduct, course of dealing, statement, act or omission related to (i) any ofthe Loan Documents, (ii) any of the indebtedness or obligations evidenced or secured thereby, or(iii) the administration or funding of the indebtedness or obligations evidenced or secured by theNote or other Loan Documents.18. Renewal and Extension; Intangible Recording Tax. This Agreement, which is enteredinto at the indulgence of Lender, amends, renews and extends the Note, which is a note evidencingshort-term indebtedness, and the Security Deed, which secures the Note. The Note originallyevidenced short-term indebtedness, so no intangible recording tax was due or paid when the SecurityDeed was recorded. The Note and the Security Deed have been previously amended, renewed andextended by written agreement at the indulgence of Lender, and in connection with each suchagreement all principal of the Note as amended, renewed and extended by such agreement has been duewithin three (3) years from the date of such agreement. Accordingly, no intangible recording taxhas been due or paid in connection with any such agreement. All principal of the Note as amended,renewed and extended by this Agreement is due within three years from the date of this Agreement.For the foregoing reasons, no intangible recording tax is due in connection with the recording ofthis Agreement. See O.C.G.A. § 48-6-65(a) and Intangible Recording Tax Rules/Regulations560-11-8-.03(4), 560-11-8-.03(4)(b), 560-11-8-.03(4)(c) and 560-11-8-.04.
 
8

 
19. Miscellaneous. Time is of the essence of this Agreement and all of the terms andprovisions hereof. This Agreement shall be construed in accordance with and governed by the lawsof the applicable state as originally provided in the Loan Documents, without reference to thatstate’s conflicts of law principles. This Agreement shall be binding upon and shall inure to thebenefit of the parties hereto and their respective heirs, successors and assigns. This Agreementand the other Loan Documents constitute the sole agreement of the parties withrespect to the subject matter thereof and supersede all oral negotiations and prior writingswith respect to the subject matter thereof. No amendment of this Agreement, and no waiver of anyone or more of the provisions hereof shall be effective unless set forth in writing and signed bythe parties hereto. The illegality, unenforceability or inconsistency of any provision of thisAgreement shall not in any way affect or impair the legality, enforceability or consistency of theremaining provisions of this Agreement or the other Loan Documents, as amended hereby. ThisAgreement may be executed in any number of counterparts and by the different parties on separatecounterparts. Each such counterpart shall be deemed an original, but all such counterparts shalltogether constitute one and the same agreement. LIMITATION ON LIABILITY; WAIVER OF PUNITIVEDAMAGES. EACH OF THE PARTIES HERETO, INCLUDING LENDER BY ACCEPTANCE HEREOF, AGREES THAT IN ANYJUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEMTHAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE LOAN MODIFICATIONDOCUMENTS, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THEOBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BELIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OREXEMPLARY DAMAGES. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OREXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCHPROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION,JUDICIALLY OR OTHERWISE. FINAL AGREEMENT. This Agreement and the other Loan Documents, as amendedhereby, represent the final agreement between the parties and may not be contradicted by evidenceof prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oralagreements between the parties. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW,EACH OF BORROWER BY EXECUTION HEREOF AND LENDER BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY ANDINTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASEDON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE LOAN DOCUMENTS OR ANY AGREEMENTCONTEMPLATED TO BE EXECUTED IN CONNECTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OFDEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT HERETO. THISPROVISION IS A MATERIAL INDUCEMENT TO LENDER TO ENTER INTO THIS AGREEMENT. EACH OF THE PARTIESAGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATIONOF DISPUTES BETWEEN THE PARTIES CONTAINED IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENTHERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR BEING REPLACED, SUPPLEMENTED, EXTENDED ORMODIFIED BY, THIS AGREEMENT.[*Signatures commence on following page*]
 
9

 
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed under seal asof the date first above written.       Signed, sealed and delivered **“BORROWER”**in the presence of:   ROBERTS PROPERTIES RESIDENTIAL,/s/ Anthony Shurtz L.P., a Georgia limited partnership       Witness      By: Roberts Realty Investors, Inc., a    Georgia corporation, its general partner /s/ Elizabeth Connolly   By: /s/ Charles S. Roberts       Notary Public     Name: Charles S. Roberts     Title: President and CEOMy commission expires:                           (NOTARIAL SEAL)      [*Signatures continued on following page*]
 
10

 
       Signed, sealed and delivered **“GUARANTOR”**  in the presence of:   ROBERTS REALTY INVESTORS, INC., a    Georgia corporation   /s/ Anthony Shurtz Witness By: /s/ Charles S. Roberts Name: Charles S. Roberts      Title: President and CEO  /s/ Elizabeth Connolly Notary Public             My commission expires:   (CORPORATE SEAL)                       (NOTARIAL SEAL)      [*Signatures continued on following page*]
 
11

 
       Signed, sealed and delivered **“LENDER”**  in the presence of:        WELLS FARGO BANK, N.A., a national  /s/ Sarah Thornton banking association, successor by merger         Witness to Wachovia Bank, National Association                /s/ Valeri McLaughlin Notary Public By: /s/ Marie F. Thomas Marie F. Thomas      Vice President         My commission expires:   (BANK SEAL)                (NOTARIAL SEAL)      
 
12