Exhibit 10.2


 


AMENDMENT TO PURCHASE AND SALE AGREEMENT


 


THIS AMENDMENT TO PURCHASE
AND SALE AGREEMENT (this “Amendment”), is made and entered into as of this 17th day of February, 2015 (the “Date
of Amendment”), by and between PARK KINGSTON INVESTORS, LLC, a North Carolina limited liability company (“Seller”),
and BLUEROCK REAL ESTATE, L.L.C., a Delaware limited liability company (“Buyer”).


 


WITNESSETH:


 


WHEREAS, Buyer and Seller
entered into that certain Purchase and Sale Agreement dated January 15, 2015 (the "Purchase and Sale Agreement")
for purchase of that certain apartment complex which is commonly known as Park & Kingston, located in the City of Charlotte,
Mecklenburg County, North Carolina, and which is more particularly described on Schedule B-1 and Schedule B-2 to the Purchase and
Sale Agreement;


 


WHEREAS, Seller and Buyer
desire to amend the Purchase and Sale Agreement to extend the Inspection Period until 5:00 p.m. on February 20, 2015; and


 


WHEREAS, except as otherwise
expressly provided for herein, capitalized terms used herein shall have the meaning as set forth in the Purchase and Sale Agreement.


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements contained herein, Seller and Buyer agree as follows:


 


1.          Review
Period Extension. Section 6.02 of the Purchase and Sale Agreement shall be amended by deleting the phrase "the date what
is thirty (30) calendar days after the Effective Date" and replacing it with "Friday, February 20, 2015", so that
the Purchase Price of the Property shall expire on Friday, February 20, 2015 at 5:00 p.m.


 


2.          Entirety
and Amendments. The Purchase and Sale Agreement, as amended hereby, embodies the entire agreement between the parties
and supersedes all prior agreements and understandings relating to the Property. There are no oral agreements or understandings
between the parties that are not expressly set forth in the Purchase and Sale Agreement, as amended hereby. 


 


3.          Continued
Effect. Except as amended hereby, the Purchase and Sale Agreement shall remain in full force and effect in accordance with
its original terms and conditions.


 


4.          Counterpart
and Facsimile Execution. This Amendment may be executed in a number of identical counterparts, and an electronic or facsimile
transmission shall be binding on the party or parties whose signatures appear thereon. If so executed, each of such counterparts
is to be deemed an original for all purposes, and all such counterparts shall, collectively, constitute one agreement.


 


[SIGANTURES ON NEXT PAGE]


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Amendment under seal as of the Date of Amendment.


 


	 	SELLER:
	 	 
	 	PARK KINGSTON INVESTORS, LLC
	 	a North Carolina limited liability
	 	 	 
	 	By: 	/s/ George S. Warren
	 	Name:	George S. Warren
	 	Title:	Executive Vice President, Marsh Properties,
	 	 	LLC, its Manager
	 	 	 
	 	BUYER:
	 	 
	 	BLUEROCK REAL ESTATE, L.L.C., 
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Jordan Ruddy
	 	Name:	Jordan Ruddy
	 	Title:	Authorized Signatory