Exhibit 10.212


 


SECOND
AMENDMENT TO


PURCHASE
AND SALE AGREEMENT


 


This
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is entered into this 24th day
of February, 201 5, by and between AH DURHAM APARTMENTS, LLC, a Virginia limited liability company ("Seller"),
and TRIBRIDGE RESIDENTI AL, LLC, a Georgia limited liability company ("Purchaser").


 


WITNESSETH


 


WHEREAS,
Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of December 1, 2014, as modified by the
Agreement Establishing Inspection Period and Inspection Date between Seller and Purchaser dated as of January 7, 2015, and as
further modified by the First Amendment to Purchase and Sale Agreement between Seller and Purchaser dated as of February 20, 2015
(collectively, "Purchase Agreement"), regarding certain property located at 501 Willard Street, Durham,
North Carolina 27701 and commonly known as Whetstone Apartments, as more particularly described in the Purchase Agreement; and


 


WHEREAS,
Seller and Purchaser wish to modify the Purchase Agreement as set forth below.


 


NOW
THEREFORE, for Ten Dollars ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Seller and Purchaser hereby agree as follows:


 


1.Defined
Terms. Capitalized terms contained but not defined in this Amendment shall have the meaning ascribed to such terms in the
Purchase Agreement.


 


2.Inspection
Period. Section 3.2 of the Purchase Agreement is hereby amended by deleting the phrase "on or before 6:00 p.m. on February
24, 2015 (the "Inspection Date")," and, in lieu thereof, replacing it with the following: "on or before 6:00
p.m. on February 26, 2015 (the "Inspection Date")."


 


3.Closing
Date. Seller and Purchaser hereby agree that, notwithstanding the Inspection Period extension contemplated hereunder, no extension
of the Closing Date shall be made by this Amendment. For the avoidance of doubt, for purposes of calculating the Closing Date,
the Inspection Period shall be deemed to have expired on February 20, 2015.


 


4.No
Further Modification. In the event of any inconsistency between the Purchase Agreement and this Amendment, the terms of this
Amendment shall control. Except as otherwise modified herein, all terms and conditions in the Purchase Agreement shall remain
in full force and effect.








 




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5.Miscellaneous.
This Amendment may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which
shall be an original and all of which will constitute one and the same Amendment and may be delivered by facsimile or PDF via
electronic mail in a legally binding manner. This Amendment shall be governed and construed in accordance with the laws of the
State of North Carolina and shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, personal representatives, successors and permitted assigns. Time is of the essence with respect to
the obligations of the parties set forth in this Amendment.


 


[Counterpart
signatures appear on following pages]


 




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IN
WITNESS WHEREOF, this Amendment has been executed by the parties as of the date set forth in the preamble.


 


	 	SELLER:
	 	 
	 	AH DURHAM APARTMENTS, LLC
	 	 	 
	 	By:	ARMADA HOFFLER MANAGER, LLC,
	 	 	Its Manager
	 	 	 
	 	 	By:	/s/ Eric L. Smith
	 	 	 	Eric L. Smith, Manager


  


[signatures
continue on following page]


 




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[signatures
continued from previous page]


 





		PURCHASER:
	 	 
	 	TRIBRIDGE RESIDENTIAL,
    LLC,
	 	a Georgia limited
    liability company
	 	 
	 	By:	/s/
    Yates Dunaway





	 	Name :	Yates
    Dunaway
	 	Title:	V.P.




 



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