Exhibit 10.20


 








GEMSA
Loan Number: 01-0270927


Midland
Loan Number: 030288557


 


CONSENT AND MODIFICATION
AGREEMENT


REGARDING TRANSFER OF INTERESTS


 


THIS CONSENT
AND MODIFICATION AGREEMENT REGARDING TRANSFER OF INTERESTS (this “Agreement”)
is made effective as of the 2nd day of April, 2014 (the “Effective Date”),
by and among VILLAS PARTNERS, LLC, a Delaware limited liability company
("Borrower"), RYAN HANKS, an individual (“Guarantor”),
and U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF WELLS
FARGO COMMERCIAL MORTGAGE SECURITIES, INC., MULTIFAMILY MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2012-K709 (“Noteholder”).


 


RECITALS:


 


		A.	Original
                                         Lender (as defined in Schedule 1, attached hereto and incorporated herein), made
                                         a loan (the “Loan”) to
                                         Borrower in the original principal amount described in the definition of the term “Note”
                                         as set forth in Schedule 2, attached hereto and incorporated herein, under the
                                         terms and provisions set forth in the Loan Documents (as defined in said Schedule
                                         2);



 


		B.	In
                                         connection with the securitization of the Loan, the Note and each of the Loan Documents
                                         has been duly assigned or endorsed to Noteholder;



 


		C.	Borrower
                                         has requested that Noteholder acknowledge and consent to the Transactions (as defined
                                         in Schedule 1 hereto) ; and



 


		D.	Noteholder
                                         hereby acknowledges and consents to the Transactions as set forth herein, subject to
                                         the terms and conditions stated below.



 


AGREEMENT:


 


In consideration
of the foregoing and the mutual covenants and promises set forth in this Agreement and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, each of the parties to this Agreement hereby agrees as follows:


 


1.          Incorporation
of Recitals; Defined Terms; Additional Loan Document. The foregoing recitals are incorporated herein as a substantive, contractual
part of this Agreement. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed
thereto in the Loan Documents. Additionally, the words “including” and “includes,” and words of similar
import, shall be deemed to be followed by the phrase “without limitation”, and the words “hereof” and
“hereunder,” and words of similar import, shall be deemed to refer to this Agreement as a whole and not to the specific
section or provision where such word appears. This Agreement shall be an additional Loan Document as such term is used herein
and in the other Loan Documents.


 




    	 



    	 



    




 


2.          Acknowledgment
and Consent; Reservation of Rights; No Novation.


 


(a)          Subject
to the terms and conditions of this Agreement, Noteholder hereby acknowledges and consents to each of the Transactions and waives
any right to declare an Event of Default under the Loan Documents solely because of the Transactions. The acknowledgment, consent,
and any waiver provided herein does not waive any other rights of the Noteholder under any federal, state, and local laws, orders,
ordinances, governmental rules and regulations, and court orders (collectively, “Legal Requirements”)
or under the Loan Documents and is limited to the Transactions, and nothing contained herein
shall be deemed to constitute the acknowledgment, consent, or waiver of Noteholder to any other transfer, transaction, condition,
circumstance, or event whatsoever for matters other than the Transactions. The acknowledgment, consent, and waiver provided herein
in no way obligates Noteholder or Subservicer (as defined in Schedule 1 hereto) (or any other holder or servicer of the
Loan) to provide any future acknowledgments, consents, or waivers, nor does it establish in any way a pattern or practice of dealing
that Borrower or any other person or entity may rely upon for any purpose whatsoever. Without limitation, Noteholder reserves
its rights under the terms of the Security Instrument (as defined in Schedule 2 hereto) and any other Loan Document to
exercise all rights and remedies (including to accelerate all principal and interest and other sums and amounts payable under
the Loan Documents) in the event of any subsequent sale, transfer, encumbrance or other conveyance of the Mortgaged Property or
of any interest in Borrower, except as may be expressly permitted by the Loan Documents, as expressly modified hereby, without
consent. No past or future delay or omission in the exercise of any right or remedy accruing to Noteholder under or in connection
with the Loan Documents is intended to constitute, or shall constitute, a waiver of any right or remedy accruing to Noteholder
as a result of any breach, default or Event of Default under or in connection with the Loan Documents.


 


(b)          Neither
the execution and delivery of this Agreement, the terms and provisions hereof, nor the undertaking of any of the Transactions
shall be construed to constitute a novation of the Note, any of the other Loan Documents, or the Loan.


 


3.          Guarantor
Ratification. Guarantor hereby ratifies, reaffirms, and confirms in all respects the Guaranty (as defined in Schedule 2)
and other Loan Documents executed by Guarantor, if any (collectively, the “Guaranty Documents”).
Guarantor further ratifies, reaffirms and confirms in all respects, and acknowledges and
agrees that it shall be bound by and liable for, all duties, obligations , responsibilities, liabilities, representations and
warranties of the “guarantor” under or in connection with the Guaranty Documents and all of the terms and provisions
of the Guaranty Documents , and each of the Guaranty Documents is and shall remain in full force and effect in accordance with
its terms, without any waiver, amendment or modification of any provision thereof. As used in this paragraph, the term “guarantor”
includes “guarantor”, “indemnitor”, and any and all other terms referring to Guarantor in the Loan Documents.


 




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4.          No
Impairment of Lien; No Release of Borrower or any other Person; Reaffirmation and Ratification.


 


(a)          Nothing
set forth herein shall affect the priority, validity, or extent of the liens, operation and effect of the Security Instrument
and the other Loan Documents, nor release or change the liability of any Person, whether now or hereafter in existence (and any
fiduciary acting in such capacity on behalf of any of the foregoing) who may now be or after the date of this Agreement may become
liable, primarily or secondarily, under the Loan Documents. Without limitation, in no event shall this Agreement, the acknowledgment,
consent, and any waiver given herein, or any of the Transactions or documents or agreements referenced or contemplated in this
Agreement release Borrower or Guarantor from, or impair or adversely affect, any duty, obligation, liability or responsibility
whatsoever under the Loan Documents, except as may be expressly set forth in this Agreement, and each of Borrower and Guarantor
shall be bound by and subject to, and shall perform, abide by, and comply with, the terms and provisions of the Loan Documents
applicable to such party. Except as and to the extent expressly modified by this Agreement, the Loan Documents and each of the
representations, warranties, duties, obligations, and covenants thereunder remain unchanged.


 


(b)          Each
of Borrower and Guarantor hereby ratifies, reaffirms, and confirms in all respects each of the Loan Documents, as and to the extent
expressly modified by this Agreement, and each of the Loan Documents, as and to the extent expressly modified by this Agreement,
is and shall remain in full force and effect in accordance with its terms, without any waiver, amendment or modification of any
provision thereof.


 


6.          Fees
and Expenses. Borrower shall pay or cause to be paid all reasonable processing, consent, transfer, and review fees of the
servicers of the Loan and Noteholder, including, without limitation, a Transfer of Interest fee in the amount of one percent (1%)
of the outstanding principal balance of the Loan, a Tax Administration Fee in the amount of $1,225.00, an Underwriting
Fee in the amount of $3,500.00 , and a Rush Inspection Fee in the amount of $338.00, and their reasonable out-of-pocket expenses
including, but not limited to, attorneys’ fees and expenses, rating agency review fees, special servicer fees, or other
fees or expenses incurred or payable in connection with the Transactions, this Agreement, and the review of all documentation
delivered pursuant to the terms and provisions of this Agreement or otherwise in connection with the Transactions and the acknowledgment
and consent set forth herein.


 




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7.          Release
and Indemnification.


 


(a)          Each
of Borrower and Guarantor hereby unconditionally and irrevocably releases and forever discharges Noteholder, Subservicer, Master
Servicer, and the other parties to the PSA and SSA (as such terms are defined in Schedule 1 hereto) and their respective
successors, assigns, agents, directors, officers, employees, and attorneys (each, individually, an “Indemnitee”
and, collectively, the “Indemnitees”), from any and all Claims (as hereafter defined) whatsoever,
known or unknown, at law or in equity, originating in whole or in part, on or before the date of this Agreement, which Borrower,
Guarantor, or any of their respective officers, directors, shareholders or other equity holders, agents or employees, may now
or hereafter have against the Indemnitees. This release and discharge is accepted by Noteholder and Subservicer pursuant to this
Agreement and shall not be construed as an admission of liability on the part of any party hereto. Each of Borrower and Guarantor
hereby represents and warrants that it is the current legal and beneficial owner of all Claims released by it hereby and that
it has not assigned, pledged or contracted to assign or pledge any such Claims to any Person. Further, and without limitation,
each of Borrower and Guarantor acknowledges and agrees that: (i) subsequent to the execution of this Agreement, it may discover
claims that are unknown or unanticipated at the time this Agreement was executed, including unknown or unanticipated claims that
arose from, are based upon, or relate to, matters for which the release is given with respect to the Indemnitees in this Section
7, and that, if known on the date it executed this Agreement, may have materially affected its decision to execute this Agreement;
(ii) it is assuming the risk of such unknown or unanticipated claims and that this Section 7 and this Agreement applies thereto
; and (iii) it hereby waives the benefits of any applicable statutory provision prohibiting, conditioning or restricting the release
of unknown or future claims or any of the Claims being released pursuant to this Agreement, but in each case only to the extent
permitted by applicable law.


 


(b)          Each
of Borrower and Guarantor agrees to indemnify Indemnitees and defend and hold them harmless from any and all claims, losses, causes
of action, costs and expenses of every kind or character incurred by or asserted against Indemnitees in connection with any one
or more of: (i) this Agreement or the Transactions, or (ii) without limitation, any Claims, if and to the extent that, notwithstanding
the release and discharge set forth in Section 7(a) above, any Claims are asserted against Indemnitees; provided, however, that
Borrower and Guarantor shall not hereby be obligated to indemnify any Indemnitee or defend and hold any Indemnitee harmless from
any such claims, losses, causes of action, costs or expenses to the extent arising out of the gross negligence, willful misconduct
or fraud on the part of such Indemnitee or any Indemnitee’s failure to fulfill its obligations under this Agreement. As
used in this Agreement, the term “Claims” shall mean any and all possible claims, demands, actions,
fees, costs, expenses and liabilities whatsoever, known or unknown, at law or in equity, originating or arising in whole or in
part on or before the date of this Agreement, which Borrower, Guarantor, or any of their respective partners, limited partners,
members, officers, directors, shareholders, agents or employees, may have against the Indemnitees or any of them, and irrespective
of whether any such Claims arise out of contract, tort, violation of laws, or regulations, or otherwise, arising out of or relating
to the Loan or any of the Loan Documents, including, without limitation, any contracting for, charging, taking, reserving, collecting
or receiving interest in excess of the highest permitted lawful rate and any loss, cost or damage, of any kind or character, arising
out of or in any way connected with or in any way resulting from the acts, actions, or conduct of Indemnitees, including any requirement
that the Loan Documents be modified as a condition to the Transactions, but in each case only to the extent permitted by applicable
law.


 


(c)          Each
of Borrower and Guarantor acknowledges and agrees that all waivers, discharges, releases and indemnities herein contained are
a material inducement for Noteholder to enter into this Agreement, and constitute an essential part of the consideration bargained
for and received by Noteholder under this Agreement.


 




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8.          No
Representations of Noteholder. Without limitation of any term or provision of the Loan Documents, the parties hereto agree
that (a) Noteholder has made no representations or warranties, either express or implied regarding the Loan, the Loan Documents,
the Mortgaged Property, or the Transactions, and, without limitation, has no responsibility whatsoever with respect to the Mortgaged
Property or its condition, use, occupancy or status, and (b) no claims relating to the Mortgaged Property or its condition, use,
occupancy or status, will be asserted against Noteholder, any servicer of the Loan, or their respective agents, employees, professional
consultants, affiliated entities, successors or assigns, either affirmatively or as a defense.


 


9.          Representations,
Warranties, and Covenants. To induce Noteholder to enter into this Agreement and to provide the acknowledgment and consent
set forth herein, and without limitation of any representations, warranties, and covenants set forth in the Loan Documents, each
of Borrower and Guarantor hereby makes the representations, warranties, and covenants set forth in Exhibit A, attached
hereto and incorporated herein. Each of Borrower and Guarantor understands and intends that Noteholder will rely upon the representations,
warranties and covenants set forth in Exhibit A.


 


10.         Additional
Representations, Warranties and Covenants .


 


(a)          Each
of Borrower and Guarantor hereby represents and warrants as of the Effective Date, and covenants to Noteholder that:


 


		(i)	each
                                         of the Transactions shall be effected and consummated in accordance with the applicable
                                         terms and provisions of the Loan Documents;



 


		(ii)	without
                                         limitation of any other terms or conditions set forth in the Loan Documents, (A) no Event
                                         of Default under the Loan Documents has occurred and is continuing, and (B) each of the
                                         conditions set forth in the Loan Documents and in that certain conditional approval letter
                                         issued by GEMSA on February 26, 2014, with respect to the Transactions and to which the
                                         Transactions are subject, has been satisfied and performed and continues to be satisfied
                                         and performed as of the Effective Date; and



 


		(iii)	any
                                         funds being paid or contributed in consideration of the Transactions are not secured
                                         directly by an interest in Borrower or Guarantor or in the Mortgaged Property; and



 


(b)          Each
of Borrower and Guarantor acknowledges and represents and warrants as of the Effective Date to Noteholder that it has no knowledge
that any of the representations or warranties set forth in Exhibit A is not true and correct.


 


Each of
Borrower and Guarantor understands and intends that Noteholder will rely upon its respective acknowledgments, representations,
warranties, and covenants contained in this Section 10.


 




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11.         Modifications
to Loan Documents. The Loan Documents are hereby modified and amended as and to the extent expressly set forth in Exhibit
B, attached hereto and incorporated herein.


 


12.         Multiple
Parties. If more than one person or entity has signed this Agreement as any of the parties hereto, then all references in
this Agreement to such party shall mean each and all of the persons so signing, as applicable. The liability of all persons and
entities signing for any party hereto shall be joint and several with all others similarly liable.


 


13.         Further
Assurances. Each of Borrower and Guarantor agrees to perform such other and further acts, and to execute such additional documents,
agreements, notices or financing statements (including any filing relating to the authority of any of the parties hereto), as
Noteholder reasonably deems necessary or desirable from time to time to create, preserve, continue, perfect, validate or carry
out any of Noteholder’s rights under this Agreement and/or the other Loan Documents, provided that the same does not increase
the liability or obligations of any such party or decrease any rights of any party under this Agreement or the other Loan Documents.


 


14.         Miscellaneous.


 


(a)          This
Agreement shall be construed according to and governed by the laws of the state where the Mortgaged Property is located, without
regard to its conflicts of law principles.


 


(b)          If
any provision of this Agreement is adjudicated to be invalid, illegal or unenforceable, in whole or in part, it will be deemed
omitted to that extent and all other provisions of this Agreement will remain in full force and effect.


 


(c)          No
change or modification of this Agreement shall be valid unless the same is in writing and signed by all parties hereto.


 


(d)          The
captions contained in this Agreement are for convenience of reference only and in no event define, describe or limit the scope
or intent of this Agreement or any of the provisions or terms hereof.


 


(e)          This
Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors
and permitted assigns.


 


(f)          This
Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document.
All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only
be necessary to produce one such counterpart.


 




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(g)          THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS HEREBY AMENDED, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


(h)          THIS
AGREEMENT CONTAINS INDEMNIFICATION PROVISIONS AS SET FORTH IN SECTION 7 HEREOF.


 


[remainder of page is blank; signature pages follow]


 




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IN WITNESS WHEREOF, the parties
have executed this Agreement as of the Effective Date, with the intent that this shall be deemed an instrument under seal.





 


	 	BORROWER:	 	 
	 	 	 	 
	 	VILLAS PARTNERS, LLC, a Delaware limited liability company
	 	 	 	 	 
	 	By:	Oak Crest  Villas  JV,  LLC,  a  Delaware  limited liability company, its sole
    member
	 	 	 	 	 
	 	       	By:  	Madison Oak Crest, LLC, a Delaware limited liability company, its manager
	 	 	 	 	 
	 	 	 	By:	/s/ Ryan L. Hanks
	 	 	 	Name:	Ryan L. Hanks
	 	 	 	Title:  	Manager
	 	 	 	 	 
	 	 	GUARANTOR: 
	 	 	 	 	 
	 	 	/s/ Ryan Hanks
	 	 	RYAN HANKS, an individual


 


[signatures continue on next page]





GEMSA Loan Number: 01-0270927 


Midland Loan Number: 030288557 


Consent and Modification Agreement 


Regarding Transfer of Interests


 









    	 



    	 



    

  


	 	NOTEHOLDER:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS
    OF WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC., MULTIFAMILY MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2012-K709
	 	 	 
	 	By:	Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
	 	 	 	 	 	 
	 	 	By:	CBRE Capital Markets of Texas, LP, a Texas limited partnership, as Subservicer
	 	 	 	 
	 	 	 	By:	GEMSA Loan Services, L.P., a Delaware limited partnership, as Subservicer
	 	 	 	 	 	 
	 	 	 	 	By:	/s/ David Haley
	 	 	 	 	Name:	David Haley
	 	 	 	 	Title:	Managing Director


 





GEMSA Loan Number: 01-0270927 


Midland Loan Number: 030288557 


Consent and Modification Agreement 


Regarding Transfer of Interests




 







    	 



    	 



    

  


SCHEDULE 1


 


CERTAIN DEFINED TERMS


 


“Master Servicer”
means and refers to Midland Loan Services, a Division of PNC Bank, National Association, and its successors and assigns.


 


“Original Lender”
means and refers to CBRE Capital Markets, Inc.


 


“Property Manager” means
and refers to Brookside Properties, Inc., a Tennessee corporation.


 


“PSA”
means and refers to that certain Pooling and Servicing Agreement dated June 1, 2012, entered into in connection with the securitization
of the Loan.


 


“SSA” means and
refers to that certain Subservicing Agreement dated June 1, 2012, entered into in connection with the securitization of the Loan.


 


“Subservicer” means and
refers to GEMSA Loan Services, L.P.


 


“REIT” means and
refers to Bluerock Residential Growth REIT, Inc., a Maryland corporation.


 


“Transaction Party” means
and refers to each of Transferor and Transferee.


 


“Transactions” means
and refers, collectively, to the transactions described below:


 


Transferor,
an indirect owner of Borrower, is transferring all of its 93.432% membership interests in BR Oak Crest Villas, LLC, a Delaware
limited liability company, the 71.9% member of Oak Crest Villas JV, LLC, a Delaware limited liability company, the sole member
of Borrower, to Transferee, which is wholly-owned by Bluerock Residential Holdings, L.P., a Delaware limited partnership, whose
general partner is the REIT. Following the Transactions, the organizational structure of Borrower shall be as set forth on the
Post-Transactions Organizational Chart in Schedule 3 hereto.


 


“Transferee”
means and refers to BRG Oak Crest, LLC, a Delaware limited liability company.


 


“Transferor”
means and refers to Bluerock Special Opportunity + Income Fund II, LLC, a Delaware limited liability company.


 







    	Schedule 1
Page 1



    	 



    

  


SCHEDULE 2


LOAN DOCUMENTS


 


		1.	Multifamily
                                         Note dated January 31, 2012, in the original principalamount of $12,380,000.00, executed,
                                         made, and delivered by Borrower to Original Lender (the “Note”);



 


		2.	Multifamily
                                         Loan and Security Agreement dated as of January 31, 2012, by and between Borrower and
                                         Original Lender (the “Loan Agreement”);



 


		3.	Multifamily
                                         Deed of Trust, Absolute Assignment of Leases and Rents, and Security Agreement (Including
                                         Fixture Filing), dated as of January 31, 2012, executed and delivered by Borrower to
                                         William David Jones, as trustee, for the benefit of Original Lender, recorded on January
                                         31, 2012, as Instrument No. 2012013100232 , in Book GI 9565, Page 352, in the Official
                                         Records of Hamilton County, Tennessee (the “Security Instrument”);



 


		4.	Guaranty
                                         dated as of January 31, 2012, executed by Guarantor for the benefit of Original Lender
                                         (the “Guaranty”);



 


		5.	Assignment
                                         of Management Agreement and Subordination of Management Fees dated as of January 31,
                                         2012, by and among Borrower, Original Lender and Property Manager (the “Assignment
                                         of Management Agreement ”);



 


		6.	UCC-1 Financing Statement
                                         filed with Delaware Secretary;



 


		7.	UCC-1
                                         Financing Statement (Fixture Filing) filed in the Official Records of Hamilton County,
                                         Tennessee ; and



 


		8.	All
                                         other agreements and documents evidencing, securing, or otherwise executed by, or assumed
                                         by , as the case may be, Borrower or Guarantor in connection with the Loan, including
                                         all "Loan Documents" as defined in the Loan Agreement (collectively, together
                                         with the loan documents listed and described in this Schedule 2, the “Loan
                                         Documents”).






  




    	Schedule 2
Page 1



    	 



    

  


SCHEDULE
3


POST-TRANSACTIONS
ORGANIZATIONAL CHART


 





 




    	Schedule 3
Page 1



    	 



    

 


Villas at Oak Crest


Chattanooga, Tennessee


 


[PRO FORMA ORG CHART]


 


NOTES AND COMMENTS


 


Notes/Comments:


 


 






		[1]	BRG Oak Crest,
                                         LLC is an SPE wholly owned by Bluerock Residential Holdings, L.P., of which the General
                                         Partner is Bluerock Residential Growth REIT, Inc, which is currently and shall advised
                                         by an affiliate majority-owned and controlled by Bluerock Real Estate, L.L.C.



		[2]	Bluerock Residential
                                         Growth REIT, Inc. (“REIT”) is undertaking an underwritten public offering
                                         (“IPO” which is (a) projected to raise approximately $100MM in new, tradable
                                         Class A common stock to new investors, (b) result in issuance by the REIT of approximately
                                         $20MM of restricted Class A common stock and issuance by the REIT’s operating partnership
                                         (Bluerock Residential REIT Holdings, L.P.) of approximately $5MM of restricted limited
                                         partnership units, and (c) convert the existing investors’ shares into approximately
                                         $15 MM of restricted Class B common stock of the REIT. The restricted Class A common
                                         stock referenced in (a) above is in consideration of the contribution by Bluerock affiliates
                                         [Bluerock Special Opportunity + Income Fund I, LLC (“SOIF I”), Bluerock Special
                                         Opportunity + Income Fund II, LLC (“SOIF II”) and Bluerock Special Opportunity
                                         + Income Fund III (“SOIF III”) of their fractional ownership interests in
                                         five properties. The “Contribution Transactions” mentioned in subsection
                                         (b) are described in greater detail in the REIT’s S-11 filed with SEC on January
                                         9, 2014.



		[3]	BRG Manager,
                                         LLC is the “external manager” of the REIT. At the IPO, it will receive long
                                         Term Incentive Plan Units (“LTIP Units”) from the REIT that will be convertible
                                         to Class A Common stock over three years, and, assuming the full capitalization as noted
                                         above, it is estimated that the LTIP Units will be an approximately 2% fully diluted
                                         interest in the REIT.



		[4]	Bluerock Real
                                         Estate, LLC and its owners and affiliates, in connection with the IPO, and assuming the
                                         full capitalization as noted above, will receive securities convertible into restricted
                                         Class A common stock in the REIT amounting to an approximately 2.75% fully diluted interest
                                         in the REIT.



		[5]	BR-NPT Springing
                                         Entity, LLC is managed by Bluerock Real Estate LLC and owned by certain current and former
                                         Bluerock executives. BR-NPT Springing Entity, LLC will be contributing its property to
                                         the REIT’s Operating Partnership in connection with the IPO, and will be receiving
                                         the limited partnership units noted in Section 1(c) above, equivalent to, assuming the
                                         full capital as noted above, an approximately 3.5% fully diluted interest in the REIT.



		[6]	Ryan Hanks
                                         (Continuing Guarantor) owns 25% of Oak Crest Investors, LLC and the remaining 75% owned
                                         by un-named, accredited investor, none with more than 25% ownership.



 







    	Schedule 3
Page 2



    	 



    

 





EXHIBIT A


REPRESENTATIONS, WARRANTIES, AND
COVENANTS


 


To induce
Noteholder to enter into this Agreement and to provide the acknowledgment and consent set forth herein, and without limitation
of any representations, warranties , and covenants set forth in the Loan Documents (in each case after giving effect to this Agreement):


 


A.           Borrower.
  Borrower hereby represents, warrants, and covenants to and with Noteholder as follows:


 


(i)          No
Event of Default; Representations and Warranties. No Event of Default exists and no event or circumstance which with the giving
of notice or lapse of time, or both, would constitute an Event of Default has occurred or exists and is continuing. The representations
and warranties set forth in the Loan Documents (including this Agreement) made by Borrower are true, complete and correct in all
material respects as of the date of this Agreement.


 


(ii)         Financial
Information. The most recent financial information and information regarding the operation, leasing, and financial performance
of the Mortgaged Property provided to Noteholder or Subservicer by or on behalf of Borrower were true and correct in all material
respects as of the date so provided and no material adverse change in the operation, leasing, and financial performance of the
Mortgaged Property has occurred since the date or expiration of the time periods to which such information relates.


 


(iii)
      Valid First Lien. The Security Instrument is a valid first lien on the Mortgaged Property
for the full unpaid principal amount of the Loan and all other amounts as stated in the Loan Documents , and each of the Loan
Documents is valid, in full force and effect and enforceable in accordance with its terms.


 


(iv)        Insurance.
The most recent insurance policies for Borrower and the Mortgaged Property provided to Noteholder or Subservicer remain in full
force and effect in accordance with their terms, without any amendment or modification of any provision thereof. The Transactions
do not and shall not impair or adversely affect any such insurance policies, and, following the consummation of the Transactions,
such insurance policies shall continue to remain in full force and effect in accordance with their terms, without any amendment
or modification of any provision thereof, un less approved by Noteholder in writing.


 


(v)         Property
Manager. Property Manager shall not be replaced in connection with the Transactions and shall remain as the property manager
with respect to the Mortgaged Property. Each of the Apartment Management Agreement dated as of March 27, 2012, between Borrower
and Property Manager, and that certain Assignment of Management Agreement and Subordination of Management Fees dated of even date
herewith, by Borrower and Property Manager for the benefit of Noteholder (the “New Assignment of Management Agreement”),
remains and, following the Transactions, shall remain in full force and effect and enforceable i n accordance with its terms,
without any amendment or modification of any provision thereof, unless approved by Noteholder in writing.


  




    	Exhibit A
Page 1



    	 



    




 


(vi)        Moisture
and Mold Control Plan. That certain Moisture and Mold Control Plan for the Mortgaged Property provided to Noteholder or Subservicer
in connection with the Loan remains in effect at the Mortgaged Property and is in compliance with the terms of the Loan Documents.


 


(vii)       
No Suits or Actions. There is no suit, judicial or administrative action, claim, investigation, inquiry, proceeding or
demand pending (or, to Borrower’s knowledge, threatened) against any Transaction Party or the REIT, or otherwise with respect
to the Transactions, that materially adversely affects, or may materially adversely affect, the validity, enforceability or priority
of this Agreement or any of the other Loan Documents.


 


(viii)      
Bankruptcy. There is no bankruptcy, receivership or insolvency proceeding pending or threatened any Transaction Party or
the REIT, and none of such parties has any intention of doing any of the following within the 180 day period immediately after
the Effective Date: (A) seek entry of any order for relief as debtor or under any proceeding under the Internal Revenue Code;
(B) seek consent to the appointment of a receiver or trustee for itself or for all or any part of its assets; (C) file a petition
seeking relief under any bankruptcy, insolvency, arrangement, reorganization or other debtor relief laws; or (D) make a general
assignment for the benefit of its creditors.


 


B.           Borrower
and Guarantor.     Each of Borrower and Guarantor hereby represents,
warrants, and covenants to and with Noteholder as follows:


 


(i)          Valid
and Binding Obligations; Enforceability; No Defenses, Offsets or Counterclaims. This Agreement constitutes the legal, valid
and binding obligation of each of Borrower and Guarantor and is enforceable in accordance with its terms. Each of Borrower and
Guarantor hereby represents and warrants to Noteholder that each of the Loan Documents to which it is a party or which it has
assumed, as the same may be modified by this Agreement, is valid, in full force and effect and enforceable in accordance with
its terms. As of the Effective Date, there are no defenses, offsets or counterclaims, legal or equitable, to, or with respect
to, any term or provision of the Loan Documents.


 


(ii)       
No Suits or Actions. There is no suit, judicial or administrative action, claim, investigation , inquiry, proceeding or
demand pending (or, to any such party 's knowledge, threatened) against Borrower, Guarantor, or the Mortgaged Property that materially
adversely affects, or may materially adversely affect, the validity, enforceability or priority of this Agreement or any of the
other Loan Documents.


 


(iii)      
Post-Transactions Organizational Chart.     The Post-Transactions Organizational
Chart attached hereto and incorporated herein as Schedule 3 accurately and completely sets forth the organizational structure
and the direct and indirect ownership interests in Borrower, and the holders thereof, as of the conclusion of the Transactions.


 







    	Exhibit A
Page 2



    	 



    




 


(iv)        Consents
and Approvals. Each of Borrower and Guarantor, as the case may be, has obtained the written consent or approval from any Person
(including, to the extent required under any applicable organizational documents, the members, partners, independent director
or manager or other Persons having a beneficial ownership interest in Borrower or Guarantor) from which consent or approval of
the Transactions is required or necessary under any judgment, decree, order, mortgage, indenture, contract, lease, or agreement
to which Borrower or Guarantor is a party or to which any of such parties or the Mortgaged Property is subject, including under
any lease, operating agreement, partnership agreement, articles of organization or formation (or similar filings), mortgage or
security instrument (other than the Loan Documents). All, if any, approvals, authorizations or other actions by, or filings with,
any governmental authority required to authorize the execution and delivery of, or performance under, this Agreement by Borrower
and Guarantor have been obtained, taken and/or filed, as the case may be, and the execution and delivery of, and performance under,
this Agreement by each of Borrower and Guarantor will not violate, breach or constitute a default under, (i) any statute, rule,
law or regulation to which any of Borrower and Guarantor are subject, (ii) any order, writ, injunction or decree of any governmental
authority or any arbitral award, or (iii) any agreement or instrument to which any of Borrower and Guarantor are a party or by
which they are subject.


 


(v)         Post-Transactions
Financial Condition. Since the date of the financial statements of Borrower and Guarantor most recently provided to Noteholder
or Subservicer through the Effective Date, there has been no material adverse change in the financial condition of either such
party from that set forth in such financial statements.


 


(vi)        Organization
and Existence; Authority. Borrower is a limited liability company, duly organized and validly existing and in good standing
under the laws of the state of Delaware and is qualified to do business and in good standing in the state in which the Mortgaged
Property is located. Each of Borrower and Guarantor has full power and authority to enter into and carry out the terms of this
Agreement and, as applicable, to effect the Transactions in accordance with the terms of this Agreement.


 


(vii)       
Bankruptcy. There is no bankruptcy , receivership or insolvency proceeding pending or threatened against Borrower or Guarantor,
and neither party has any intention of doing any of the following within the 180 day period immediately after the Effective Date:
(A) seek entry of any order for relief as debtor or under any proceeding under the Internal Revenue Code; (B) seek consent to
the appointment of a receiver or trustee for itself or for all or any part of its assets; (C) file a petition seeking relief under
any bankruptcy, insolvency, arrangement, reorganization or other debtor relief laws; or (D) make a general assignment for the
benefit of its creditors.


  




    	Exhibit A
Page 3



    	 



    




 


EXHIBIT B


MODIFICATIONS TO LOAN DOCUMENTS


 


1.          Loan
Document Modifications.   The Loan Documents are hereby modified and amended
as follows:


 


		(a)	Section
                                         7.03(c) of the Loan Agreement is hereby deleted m its entirety and replaced with the
                                         following:



 


		“(c)	Publicly-Held
                                         Fund or Real Estate Investment Trust. If a Designated Entity for Transfers is a publicly-held
                                         fund or real estate investment trust, the public issuance of common stock, convertible
                                         debt, equity or other similar securities (“Public Fund/REIT Securities”)
                                         and the subsequent Transfer of such Public Fund/REIT Securities; provided, however,
                                         that no Public Fund/REIT Securities holder may acquire an ownership percentage of 49%
                                         or more unless otherwise approved by Lender.”



 


		(b)	Article
                                         XII (Definitions) of the Loan Agreement is hereby modified so that the term "Assignment
                                         of Management Agreement" contained therein means and refers to the New Assignment
                                         of Management Agreement.



 


		(c)	Exhibit
                                         H of the Loan Agreement is hereby modified by deleting the words “AS OF THE CLOSING
                                         DATE” in the heading and by deleting the organizational chart set forth therein
                                         and replacing it with the organizational chart attached hereto as Schedule 3.



 


		(d)	Exhibit
                                         I of the Loan Agreement is hereby modified by deleting “Bluerock Special Opportunity
                                         + Income Fund II, LLC” as a Designated Entity
                                         for Transfers and adding “Bluerock Residential Growth REIT, Inc." and "BRG
                                         Oak Crest, LLC” as Designated Entities for Transfers.



 


		(e)	The
                                         Limited Partner or Non-Managing Member Transfer Rider to the Loan Agreement is hereby
                                         modified by deleting the opening paragraph of Section 7.03(d) therein and replacing it
                                         with the following:



 


“(d)
Limited Partner or Non-Managing Member Transfer. A direct or indirect Transfer that results in the cumulative Transfer
of more than 50% and up to 100% of the (i) membership interests in BRG Oak Crest, LLC or (ii) limited partnership interests in
Bluerock Residential Holdings, L.P. (“Investor Interests”) to Bluerock Residential Growth REIT, Inc. (“REIT”)
or any entity wholly owned and controlled by REIT (“Investor Interest Transfer”), provided that each of
the following conditions is satisfied:”


 


2.          Conflict
or Inconsistency.    In the event of any conflict or inconsistency between the terms and provisions
of the Loan Documents and terms and provisions of the modifications and amendments set forth in this Exhibit B, the
terms and provisions of the modifications and amendments set forth in this Exhibit B shall govern and control.


  




    	Exhibit B
Page 1