Exhibit 10.28


 


JOINDER BY AND AGREEMENT OF PROPERTY MANAGER


 


The undersigned,
BLUEROCK PROPERTY MANAGEMENT, LLC, a Michigan limited liability company ("Property Manager"), being the
Manager referred to in the Note and Mortgage Assumption Agreement (the "Assumption Agreement") to which this Joinder
by and Agreement of Property Manager (the "Property Manager Joinder") is attached, hereby joins in the execution
of the Assumption Agreement to reaffirm its obligations under the Assignment of Management Agreement, and to represent and warrant
to, and acknowledge and agrees with, Lender the following:


 


1.          Defined
Terms. All capitalized terms used in this Property Manager Joinder, unless defined herein, shall have the meanings given
such terms in the Assumption Agreement, and if not defined therein, then in the Loan Agreement, as amended by the terms of the
Assumption Agreement.


 


2.          References
to Management Agreement. All references to the term "Management Agreement" in the Assignment of Management Agreement
shall hereafter mean and refer to the Management Agreement, as assigned from Original Borrower to New Borrower on the date hereof.


 


3.          Reaffirmation
of Assignment of Property Management Contract. The Assignment of Management Agreement, as amended by the terms hereof (the
"Amended Assignment"), constitutes the valid, legally binding obligations of Property Manager, enforceable against
Property Manager in accordance with its terms, as amended by the terms hereof. By Property Manager's execution hereof, Property
Manager waives and releases any and all defenses, affirmative defenses, setoffs, claims, counterclaims and causes of action of
any kind or nature accruing on or prior to the Acquisition Date which Property Manager has asserted, or might assert, against any
of Lender Parties which in any way relate to or arise out of the Amended Assignment or any of the other Loan Documents.


 


4.          Agreements
of Property Manager. Property Manager consents to the execution and delivery of the Assumption Agreement by Borrower Parties
and agrees and acknowledges that the liability of Property Manager under the Amended Assignment shall not be diminished in any
way by the execution and delivery of the Assumption Agreement or by the consummation of any of the transactions contemplated therein,
including but not limited to the Requested Actions.


 


5.          Authority
Representations by the Property Manager. The execution and delivery of, and performance under, this Prope1iy Manager Joinder
will not (a) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award
presently in effect having applicability to Property Manager or (b) result in a breach of or constitute or cause a default under
any indenture, agreement, lease or instrument to which Property Manager is a party or by which the Project may be bound or affected.


 




    	 



    	 



    

 


6.          Governing
Law. This Property Manager Joinder shall be governed, interpreted, construed and enforced in accordance with the laws of
the State in which the Project is located.


 






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The undersigned Property Manager has executed
and delivered this Property Manager Joinder to be effective as of the date of the Assumption Agreement.


 





	 	 	PROPERTY MANAGER:
	 	 	 
	 	 	BLUEROCK PROPERTY MANAGEMENT,
	 	 	LLC, a Michigan limited liability company
	 	 	 
	/s/ Christopher J. Vohs	 	By:	Bluerock Real Estate, L.L.C.,
	Print Name:	Christopher J. Vohs	 	 	a Delaware limited liability company,
	 	 	 	 	its manager
	 	 	 	 	 
	 	 	 	By:	/s/ Jordan Ruddy
	 	 	 	 	Jordan Ruddy
	 	 	 	 	Authorized Signatory
	/s/ Molly Brown	 	 	 
	Print Name:	Molly Brown	 	 	 







  


	STATE OF New York          	)
	 	) SS:
	COUNTY OF New York      	)


 


The forgoing instrument
was acknowledged before me this 1 day of April, 2014, by Jordan Ruddy, as the Authorized Signatory of Bluerock Real Estate, L.L.C.,
the manager of BLUEROCK Property Management, LLC, a Michigan limited liability company,
on behalf of the limited liability company.


 


	 	/s/ Dale Pozzi
	 	Notary Public, State of New York
	 	My Commission Expires: 	Jan 28, 2017


 


	DALE POZZI	 
	NOTARY PUBLIC-STATE OF NEW YORK	 
	No. 01PO6275397	 
	Qualified in New York County	 
	My Commission Expires January 28, 2017	 


 


[Property
Manager’s Signature Page to Joinder]