Exhibit 10.31


 


PROMISSORY NOTE


 


	$11,500,000.00	New York, New York
	 	 
	 	As of December 24, 2013 


 


FOR
VALUE RECEIVED, BR-NPT SPRINGING ENTITY, LLC, as maker, a Delaware limited liability company, having its principal place
of business at c/o Bluerock Real Estate, L.L.C., 712 Fifth Avenue, 9th Floor, New York, New York 10019 ("Borrower"),
hereby unconditionally promises to pay to the order of ARBOR COMMERCIAL MORTGAGE, LLC, a New York limited liability company
as lender, having an address at 333 Earle Ovington Boulevard, Uniondale, New York 11553 (together with its successors and/or assigns,
"Lender"), or at such other place as the holder hereof may from time to time designate in writing, the
principal sum of ELEVEN MILLION FIVE HUNDRED THOUSAND AND N0/100 DOLLARS ($11,500,000.00), or so much thereof as is advanced pursuant
to that certain Loan Agreement dated the date hereof between Borrower and Lender (as the same may be amended, modified, supplemented,
replaced or otherwise modified from time to time, the "Loan Agreement"), in lawful money of the United
States of America, with interest thereon to be computed from the date of this Promissory Note (this "Note")
at the Interest Rate (as defined in the Loan Agreement), and to be paid in accordance with the terms of this Note and the Loan
Agreement. All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement.


 


PAYMENT TERMS


 


Borrower agrees to
pay the principal sum of this Note and interest on the unpaid principal sum of this Note and all other amounts due under the Loan
Agreement and the other Loan Documents from time to time outstanding, at the rates and at the times specified in the Loan Agreement,
and the outstanding balance of the principal sum of this Note and all accrued and unpaid interest thereon and all other amounts
due under the Loan Agreement and the other Loan Documents shall be due and payable on the Maturity Date.


 


DEFAULT AND ACCELERATION


 


The Debt shall without
notice become immediately due and payable at the option of Lender upon the happening of any Event of Default.


 


LOAN DOCUMENTS


 


This Note is secured
by the Mortgage and the other Loan Documents. All of the terms, covenants and conditions contained in the Loan Agreement, the Mortgage
and the other Loan Documents are hereby made part of this Note to the same extent and with the same force as if they were fully
set forth herein. In the event of a conflict or inconsistency between the terms of this Note and the Loan Agreement, the terms
and provisions of the Loan Agreement shall govern.


 




    	 



    	 



    

  


SAVINGS CLAUSE


 


Notwithstanding anything
to the contrary contained herein, (a) all agreements and communications between Borrower and Lender are hereby and shall automatically
be limited so that, after taking into account all amounts deemed to constitute interest, the interest contracted for, charged or
received by Lender shall never exceed the Maximum Legal Rate, (b) in calculating whether any interest exceeds the Maximum Legal
Rate, all such interest shall be amortized, prorated, allocated and spread over the full amount and term of all principal indebtedness
of Borrower to Lender, and (c) if through any contingency or event, Lender receives or is deemed to receive interest in excess
of the Maximum Legal Rate, any such excess shall be deemed to have been applied toward the payment of the principal of any and
all then outstanding indebtedness of Borrower to Lender, or if there is no such indebtedness, shall immediately be returned to
Borrower.


 


NO ORAL CHANGE


 


This Note may not be
modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrower
or Lender, but only by an agreement in writing signed by the party(ies) against whom enforcement of any modification, amendment,
waiver, extension, change, discharge or termination is sought.


 


WAIVERS


 


Borrower and all others
who may become liable for the payment of all or any part of the Debt do hereby jointly and severally waive presentment and demand
for payment, notice of dishonor, notice of intention to accelerate, notice of acceleration, protest and notice of protest and non-payment
and all other notices of any kind. No release of any security for the Debt or extension of time for payment of this Note or any
installment hereof, and no alteration, amendment or waiver of any provision of this Note, the Loan Agreement or the other Loan
Documents made by agreement between Lender and any other Person shall release, modify, amend, waive, extend, change, discharge,
terminate or affect the liability of Borrower or any other Person who may become liable for the payment of all or any part of the
Debt under this Note, the Loan Agreement or the other Loan Documents. No notice to or demand on Borrower shall be deemed to be
a waiver of the obligation of Borrower or of the right of Lender to take further action without further notice or demand as provided
for in this Note, the Loan Agreement or the other Loan Documents. If Borrower is a partnership or limited liability company, the
agreements herein contained shall remain in force and be applicable, notwithstanding any changes in the individuals or entities
comprising the partnership or limited liability company, and the term "Borrower," as used herein, shall include any alternate
or successor partnership or limited liability company, but any predecessor partnership or limited liability company and its partners
or members shall not thereby be released from any liability. If Borrower is a corporation, the agreements contained herein shall
remain in full force and be applicable, notwithstanding any changes in the shareholders comprising, or the officers and directors
relating to, the corporation, and the term "Borrower,'' as used herein, shall include any alternative or successor corporation,
but any predecessor corporation shall not be relieved of liability hereunder. (Nothing in the foregoing two sentences shall be
construed as a consent to, or a waiver of, any prohibition or restriction on transfers of interests in such partnership, limited
liability company or corporation which may be set forth in the Loan Agreement, the Mortgage or any other Loan Document.)


 




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TRANSFER


 


Upon the transfer of
this Note by Lender, Borrower hereby waiving notice of any such transfer, Lender may deliver all the collateral mortgaged, granted,
pledged or assigned pursuant to the Loan Documents, or any part thereof, to the transferee who shall thereupon become vested with
all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall thereafter forever be relieved
and fully discharged from any liability or responsibility in the matter; but Lender shall retain all rights hereby given to it
with respect to any liabilities and the collateral not so transferred.


 


EXCULPATION


 


The provisions of Section
10.1 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.


 


GOVERNING LAW; JURISDICTION; SERVICE
OF PROCESS


 


THIS NOTE WAS NEGOTIATED
IN THE STATE OF NEW YORK, AND MADE BY BORROWER AND ACCEPTED BY LENDER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THIS NOTE WERE
DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING
TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, THIS NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT
OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY
AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS NOTE AND THIS NOTE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW.


 




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ANY LEGAL SUIT,
ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS NOTE MAY AT LENDER'S OPTION BE INSTITUTED IN
ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW, AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH
SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUIT,
ACTION OR PROCEEDING. BORROWER AGREES THAT SERVICE OF PROCESS UPON BORROWER AT THE ADDRESS FOR BORROWER SET FORTH HEREIN AND WRITTEN
NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT
NOTICE TO LENDER OF ANY CHANGE IN THE ADDRESS FOR BORROWER SET FORTH HEREIN, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE
AN AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS
FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE AN AUTHORIZED AGENT IF BORROWER CEASES TO HAVE AN OFFICE IN NEW YORK,
NEW YORK. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER IN ANY OTHER JURISDICTION.


 


WAIVER
OF JURY TRIAL


 


BORROWER
HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND FOREVER WAIVES ANY RIGHT TO TRIAL BY JURY
FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST, WITH REGARD TO THIS NOTE, THE MORTGAGE OR THE OTHER LOAN
DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS
GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH
THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING
AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER.


 


SUCCESSORS
AND ASSIGNS


 


This Note shall be
binding upon, and shall inure to the benefit of, Borrower and Lender and their respective successors and permitted assigns. Lender
shall have the right to assign or transfer its rights under this Note in connection with any assignment of the Loan and the Loan
Documents. Any assignee or transferee of Lender shall be entitled to all the benefits afforded to Lender under this Note. Borrower
shall not have the right to assign or transfer its rights or obligations under this Note without the prior written consent of Lender,
as provided in the Loan Agreement, and any attempted assignment without such consent shall be null and void.


 




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NOTICES


 


All notices or other written communications
hereunder shall be delivered in accordance with Section 10.6 of the Loan Agreement.


 


[NO FURTHER TEXT ON THIS PAGE]


 




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IN WITNESS WHEREOF, Borrower has duly executed
this Note as of the day and year first above written.


 








	 	BORROWER:
	 	 
	 	BR-NPT SPRINGING ENTITY, LLC,
	 	a Delaware limited liability company
	 	 	 	 
	 	By:	BR-North Park Towers, LLC,
	 	 	a Delaware limited liability company, its manager
	 	 	 	 
	 	 	By:	/s/ Jordan Ruddy
	 	 	 	Name: Jordan Ruddy
	 	 	 	Title: Authorized Signatory





 




    	Signature page to Promissory Note - North Park Towers