Exhibit 10.8


 


PROMISSORY NOTE


 


DEFINED TERMS


 


	
        Execution Date: December 1, 2016

         
	
        City and State of Signing: New York, NY

         

	
        Loan Amount: Fifty One Million and No/100 Dollars ($51,000,000.00)

         

	
        Borrower: BR ROSWELL,
        LLC, a Delaware limited liability company

         









	Borrower’s Address:	BR Roswell, LLC
	 	c/o Bluerock Real Estate, LLC
	 	712 Fifth Avenue, 9th Floor
	 	New York, NY  10019
	 	Attention:  Michael Konig and Jordan Ruddy
	 	 
	with a copy to:
	 	 
	 	Kaplan Voekler Cunningham & Frank PLC
	 	1401 East Cary Street
	 	Richmond, Virginia 23219
	 	Attention:  S. Edward Flanagan, Esq.
	 	 







	
        Holder: METLIFE HCMJV 1 REIT, LLC, a Delaware limited
        liability company

         









	Holder’s Address:	 	MetLife HCMJV 1 REIT, LLC
	 	 	c/o MetLife Real Estate Investors
	 	 	One Alliance Center
	 	 	3500 Lenox Road NE, Suite 1800
	 	 	Atlanta, GA  30326
	 	 	Attention:  Officer in Charge
	 	 	Re: Roswell City Walk Apartments
	 	 	 
	 	and:	MetLife HCMJV 1 REIT, LLC
	 	 	c/o MetLife Real Estate Investors
	 	 	One Alliance Center
	 	 	3500 Lenox Road NE, Suite 1800
	 	 	Atlanta, GA  30326
	 	 	Attention:  Regional Associate General Counsel
	 	 	Re: Roswell City Walk Apartments




 




     


     


    

 





	 	and:	MetLife HCMJV 1 REIT, LLC
	 	 	c/o MetLife Investment Advisors, LLC
	 	 	One MetLife Way
	 	 	Whippany, NJ 07981-1449
	 	 	Attention:  Associate General Counsel – MIM Unit
	 	 	Investments Law
	 	 	Re: Roswell City Walk Apartments
	 	 	 







	Note:  This Promissory Note.  Security Instrument:  Deed to Secure Debt, Security Agreement, and Fixture Filing dated as of the Execution Date granted by Borrower to Holder.  Loan Agreement:  Loan Agreement dated as of the Execution Date by and between Borrower and Holder.  Loan Documents:  This Note, the Loan Agreement, the Security Instrument and any other documents related to this Note, the Loan Agreement and/or the Security Instrument and all renewals, amendments, modifications, restatements and extensions of these documents.  Guaranty: Guaranty of Recourse Obligations dated as of the Execution Date and executed by Liable Party (as defined in the Loan Agreement). Indemnity Agreement:  Unsecured Indemnity Agreement dated as of the Execution Date and executed by Borrower and Liable Party in favor of Holder.  The Indemnity Agreement and Guaranty are not Loan Documents and shall survive repayment of the Loan or other termination of the Loan Documents as described therein.


 


FOR VALUE RECEIVED,
Borrower promises to pay to the order of Holder, at Holder’s Address or such other place as Holder may from time to time
designate, the Loan Amount with interest payable in the manner described below, in money of the United States of America that at
the time of payment shall be legal tender for payment of all obligations.


 


Capitalized terms which
are not defined in this Note shall have the meanings set forth in the Loan Agreement.


 


1.          Payment
of Principal and Interest. Borrower agrees to pay the principal sum of this Note and interest on the unpaid principal sum of
this Note from time to time outstanding at the rates and at the times specified in Article II of the Loan Agreement, and
the outstanding balance of the principal sum of this Note and all accrued and unpaid interest thereon, and all other sums evidenced
by this Note or secured by the Security Instrument and/or any other Loan Documents, as well as any future advances under the Security
Instrument that may be made to or on behalf of Borrower by Holder following the Advance Date, shall be due and payable on the Maturity
Date.


 


2.          Security.
The covenants of the Security Instrument are incorporated by reference into this Note. This Note shall evidence, and the Security
Instrument and the Assignment of Leases shall secure, the Secured Indebtedness.





 




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3.          Acceleration
Upon Default. The provisions of Section 2.6 of the Loan Agreement are hereby incorporated by reference into this Note to the
same extent and with the same force as if fully set forth herein.


 


4.          Limitation
on Interest. The provisions of Section 2.8 of the Loan Agreement are hereby incorporated by reference into this Note to the
same extent and with the same force as if fully set forth herein.


 


5.          Prepayment.
Borrower shall not have the right to prepay all or any portion of the Loan Amount at any time during the term of this Note except
as expressly set forth in the Loan Agreement.


 


6.          Exculpation.
The provisions of Section 12.20 of the Loan Agreement are hereby incorporated by reference into this Note to the same extent and
with the same force as if fully set forth herein.


 


7.          Waiver
by Borrower. Borrower and others who may become liable for the payment of all or any part of this Note, and each of them, waive
(except as expressly set forth in the Loan Documents) diligence, demand, presentment for payment, notice of nonpayment, protest,
notice of dishonor and notice of protest, notice of intent to accelerate and notice of acceleration and specifically consent to
and waive notice of any amendments, modifications, renewals or extensions of this Note, including the granting of extension of
time for payment, whether made to or in favor of Borrower or any other person or persons.


 


8.          Exercise
of Rights. No single or partial exercise by Holder, or delay or omission in the exercise by Holder, of any right or remedy
under the Loan Documents shall waive or limit the exercise of any such right or remedy. Holder shall at all times have the right
to proceed against any portion of or interest in the Property in the manner that Holder may deem appropriate, without waiving any
other rights or remedies. The release of any party under this Note shall not operate to release any other party which is liable
under this Note and/or under the other Loan Documents or under the Indemnity Agreement.


 


9.          Fees
and Expenses. If Borrower defaults under this Note, Borrower shall be personally liable for and shall pay to Holder, in addition
to other sums payable pursuant to the terms hereof, the costs and expenses of enforcement and collection, including a reasonable
sum as an attorney’s fee. This obligation is not limited by Section 12.20 of the Loan Agreement.


 


10.         No
Amendments. This Note may not be modified or amended except in a writing executed by Borrower and Holder. No waivers shall
be effective unless they are set forth in a writing signed by the party which is waiving a right. This Note and the other Loan
Documents are the final expression of the lending relationship between Borrower and Holder.


 


11.         Governing
Law. This Note is to be construed and enforced in accordance with the laws of the State. 





 




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12.         Construction.
The words “Borrower” and “Holder” shall be deemed to include their respective heirs, representatives, successors
and assigns, and shall denote the singular and/or plural, and the masculine and/or feminine, and natural and/or artificial persons,
as appropriate. The provisions of this Note shall remain in full force and effect notwithstanding any changes in the shareholders,
partners or members of Borrower. If more than one party is Borrower, the obligations of each party shall be joint and several.
The captions in this Note are inserted only for convenience of reference and do not expand, limit or define the scope or intent
of any section of this Note.


 


13.         Notices.
All notices, demands, requests and consents permitted or required under this Note shall be given in the manner prescribed in the
Loan Agreement.


 


14.         Time
of the Essence. Time shall be of the essence with respect to all of Borrower’s obligations under this Note.


 


15.         Severability.
If any provision of this Note should be held unenforceable or void, then that provision shall be deemed separable from the remaining
provisions and shall not affect the validity of this Note, except that if that provision relates to the payment of any monetary
sum, then Holder may, at its option, declare the Secured Indebtedness immediately due and payable but without the payment of any
Prepayment Fee.


 


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IN WITNESS WHEREOF,
THIS NOTE has been executed by Borrower as of the Execution Date.


 


	 	BORROWER:
	 	 
	 	BR ROSWELL, LLC, 
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Jordan Ruddy
	 	 	Name:
    Jordan Ruddy
	 	 	Title: Authorized Signatory


 


Signature Page 


 




    	 		PROMISSORY NOTE