PROMISSORY NOTE MODIFICATION AGREEMENT


 


THIS PROMISSORY
NOTE MODIFICATION AGREEMENT (this “Agreement”) is made as of March 4, 2013, between and among BLUEROCK
MULTIFAMILY GROWTH REIT, INC., a Maryland corporation f/k/a Bluerock Enhanced Multifamily Trust, Inc. (the
“Borrower”), and BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC, a Delaware limited liability
company (“SOIF II”) and BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND III, LLC, a Delaware limited
liability company (“SOIF III,” and together with SOIF II and their collective successors and assigns, the “Lender”).


 


WITNESSETH:


 


WHEREAS, the
Lender and the Borrower entered into that certain Promissory Note dated as of October 2, 2012 (the “Promissory Note’),
which Promissory Note evidenced a revolving line of credit and the obligation of the Borrower thereunder to repay to the Lender
the principal sum of up to Twelve Million Five Hundred Thousand dollars ($12,500,000.00) (the “Commitment Amount”)
plus interest, fees and costs; and


 


WHEREAS, the
Borrower has requested that Lender modify the Promissory Note to (i) increase the Commitment Amount to Thirteen Million Five Hundred
Thousand dollars ($13,500,000.00), and (ii) extend the maturity date thereof by six (6) months to October 2, 2013; and


 


WHEREAS, the
Lender is willing to grant such request, subject to the terms and conditions set forth herein;


 


NOW, THEREFORE,
in consideration of the foregoing premises, and other good and valuable consideration, the receipt and legal sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:


 


1. Defined Terms. All capitalized
terms used herein and not otherwise expressly defined herein shall have the respective meanings given to such terms in the Promissory
Note.


 


2.  Amendment to Promissory
Note. The Promissory Note is hereby modified and amended as follows:


 


		A.	All references in the Promissory Note to “Twelve Million Five Hundred Thousand Dollars”
are hereby deleted in their entirety, and replaced with references to “Thirteen Million Five Hundred Thousand Dollars.”



 


		B.	All references in the Promissory Note to “$12,500,000.00” are hereby deleted in their
entirety, and replaced with references to “$13,500,000.00.”



 


		C.	Section 2 of the Promissory Note is hereby deleted in its entirety, and is replaced with the following:



 


“2. Interest. The
Note shall accrue interest on the outstanding principal balance as follows: at a simple annual rate of the 30-Day LIBOR Rate applicable
on April 2, 2013 plus six percent (6.0%), wherein the minimum interest rate shall be at least eight and one-half percent (8.5%).
All accrued interest shall be due and payable monthly in arrears, on the 2nd day of each month commencing on April 2,
2013.”


 


		D.	Section 3 of the Promissory Note is hereby deleted in its entirety, and is replaced with the following:



 


“3. Maturity Date.
If not sooner paid, all outstanding principal, accrued but unpaid interest and other outstanding sums due under this Note shall
be paid in full on October 2, 2013 (the “Maturity Date”). The Maturity Date may be extended in the sole and absolute
discretion of the Borrower, with at least five (5) days’ prior written notice to the Lender, for an additional six (6) month
period at a simple annual rate of the 30-Day LIBOR Rate applicable on July 2, 2013 plus six percent (6.0%), wherein the minimum
interest rate shall be at least eight and one-half percent (8.5%).”


 


3.  Effectiveness.
The modifications provided in paragraph 2 hereof shall be effective as of March 4, 2013.


 


4.  Reaffirmation of Promissory
Note. All other provisions of the Promissory Note shall continue to be in effect.


 




    	 



    	 



    

 


 


IN WITNESS WHEREOF, Borrower and
Lender have caused their duly authorized officers to set their hands and seals as of the day and year first above written.


 


	Borrower:	 	 
	 	 	 
	BLUEROCK MULTIFAMILY GROWTH REIT, INC.,
	a Maryland corporation f/k/a Bluerock Enhanced Multifamily Trust, Inc.
	 	 	 
	By:	/s/ Jordan Ruddy	 
	Name:	Jordan Ruddy	 
	Its:	President	 
	 	 	 
	Lender:	 	 
	 	 	 
	BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC
	a Delaware limited liability company
	 	 	 
	By:	BR SOIF II Manager, LLC	 
	 	a Delaware limited liability company	 
	Its:	Manager	 
	 	 	 	 	 
	 	By:	Bluerock Real Estate, L.L.C,	 
	 	 	a Delaware limited liability company	 
	 	Its:	Sole Member	 
	 	 	 	 	 
	 	 	By:	/s/ Jordan Ruddy	 
	 	 	Name:	Jordan Ruddy	 
	 	 	Title:	President	 
	 	 	 
	BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND III, LLC
	a Delaware limited liability company
	 	 	 
	By:	BR SOIF III Manager, LLC	 
	 	a Delaware limited liability company	 
	Its:	Manager	 
	 	 	 	 	 
	 	By:	Bluerock Real Estate, L.L.C,	 
	 	 	a Delaware limited liability company	 
	 	Its:	Sole Member	 
	 	 	 	 	 
	 	 	By:	/s/ Jordan Ruddy	 
	 	 	Name:	Jordan Ruddy	 
	 	 	Title:	President