Exhibit
10.50


 


FIRST AMENDMENT TO


MEMBERSHIP INTERESTS PURCHASE AGREEMENT


 


This FIRST AMENDMENT TO MEMBERSHIP INTERESTS PURCHASE
AGREEMENT (this “Amendment”) is made and entered into as of September 22,
2010 (the “Amendment Date”), by and among Lakeshore Aqua Rental LLC, an
Illinois limited liability company (“Seller 1”) and Magellan Aqua LLC,
an Illinois limited liability company (“Seller 2” and together with
Seller 1, collectively, “Seller”), and Behringer Harvard
Multifamily OP I LP, a Delaware limited partnership (“Purchaser”).


 


RECITALS:


 


A.                                   Seller and
Purchaser entered into that certain Membership Interests Purchase Agreement
dated as of September 3, 2010  (the “Agreement”),
regarding the Aqua at Lakeshore East tower located in Chicago, Illinois,
and the direct and indirect owners thereof, as more particularly described in
the Agreement; and


 


B.                                     Seller and
Purchaser desire to amend the Agreement as set forth below.


 


AGREEMENTS:


 


NOW, THEREFORE, in
consideration of $10.00 and the mutual agreements herein contained, and in
reliance thereon, Seller and Purchaser hereby agree as follows:


 


1.                                       Defined Terms.  Except as expressly defined in this
Amendment, all capitalized terms have the meanings assigned in the Agreement.


 


2.                                       Inspection Period.  The Inspection Period shall expire at
11:59 p.m. (prevailing Central Time) on October 1, 2010.


 


3.                                       Miscellaneous.


 


(a)                                  Except as
amended by this Amendment, the provisions of the Agreement remain
unchanged.  The provisions of this
Amendment will control over any conflicts with the provisions of the Agreement.


 


(b)                                 The parties may
execute this Amendment in one or more identical counterparts, all of which when
taken together will constitute one and the same instrument.


 


*
* * * *


 


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 

















 


IN WITNESS WHEREOF, the
undersigned have executed and delivered this Amendment as of the Amendment
Date.


 


PURCHASER:


 


BEHRINGER HARVARD
MULTIFAMILY OP I LP,


a Delaware limited
partnership


 


	
  By:

  	
  BHMF, Inc.,

  	
   

  
	
   

  	
  a Delaware corporation

  	
   

  
	
   

  	
  its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert T. Poynter

  	
   

  
	
   

  	
  Name:

  	
  Robert T. Poynter

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


First Amendment to


Membership Interests Purchase
Agreement


Signature Pages


 

















 


SELLER 1:


 


LAKESHORE AQUA RENTAL LLC,


an Illinois limited
liability company


 


 


	
  By:

  	
  /s/ David J. Carlins

  	
   

  
	
  Name:

  	
  David J. Carlins

  	
   

  
	
  Title:

  	
  Authorized Signatory

  	
   

  



 


SELLER 2:


 


MAGELLAN AQUA LLC,


an Illinois limited
liability company


 


 


	
  By:

  	
  /s/ David J. Carlins

  	
   

  
	
  Name:

  	
  David J. Carlins

  	
   

  
	
  Title:

  	
  Authorized Signatory

  	
   

  



 


 


JOINDER


 


The undersigned joins in the
execution and delivery of this Amendment to evidence its consent to and
agreement with the provisions of this Amendment.


 


AQUA AT LSE:


 


AQUA AT LAKESHORE EAST LLC,


an Illinois limited
liability company


 


 


	
  By:

  	
  /s/ David J. Carlins

  	
   

  
	
  Name:

  	
  David J. Carlins

  	
   

  
	
  Title:

  	
  Authorized Signatory

  	
   

  



 


First Amendment to


Membership Interests Purchase
Agreement


Signature Pages