SECURED PROMISSORY NOTE MODIFICATION
AGREEMENT


 


THIS
NOTE MODIFICATION AGREEMENT (this “Agreement”) is made and entered into on December 3, 2011, by and among BLUEROCK
SPECIAL OPPORTUNITY + INCOME FUND, LLC, a Delaware limited liability company (together with its successors and assigns,
the “Lender”), and BEMT SPRINGHOUSE, LLC,
a Delaware limited liability company (the “Borrower”).



 


W I T N E
S S E T H :


 


WHEREAS, the Lender and the Borrower entered
into that certain Secured Promissory Note dated as of December 3, 2009 (the “Promissory Note’), which Promissory
Note evidenced the obligation of the Borrower to repay the loan to the Lender in the aggregate principal amount of $3,200,000 (the
“Loan”) plus interest, fees and costs; and


 


WHEREAS, the Promissory Note was extended
on June 3, 2010 (“the First Note Modification Agreement”), and all amounts owing thereunder, including without
limitation all principal and interest, became automatically and immediately due and payable on December 3, 2010; and


 


WHEREAS, the Promissory Note was extended
on December 3, 2010 (“the Second Note Modification Agreement”), and all amounts owing thereunder, including
without limitation all principal and interest, became automatically and immediately due and payable on June 3, 2011; and


 


WHEREAS, the Promissory Note was extended
on June 3, 2011 (“the Third Note Modification Agreement”), and all amounts owing thereunder, including without
limitation all principal and interest, became automatically and immediately due and payable on December 3, 2011; and


 


WHEREAS, the Borrower has requested that
Lender modify the Promissory Note to further extend the maturity date thereof to June 3, 2012; and


 


WHEREAS, the Lender is willing to grant
such request, subject to the terms and conditions set forth herein;


 


NOW, THEREFORE, in consideration of the
foregoing premises, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


1. Defined Terms. All capitalized
terms used herein and not otherwise expressly defined herein shall have the respective meanings given to such terms in the Promissory
Note.


 


2. Amendment
to Promissory Note. The Promissory Note is hereby modified and amended by deleting the last sentence of the first paragraph
of the Promissory Note in its entirety, and replacing it with the following: 


 


All outstanding principal and interest shall be due and payable
on June 3, 2012 (the “Due Date”). 


 


3. Effectiveness. The modification
provided in paragraph 2 shall be effective as of December 3, 2011 upon the execution and delivery of this Agreement by the parties
hereto.


 


4. Reaffirmation of Transaction Documents.
All other items of the Promissory Note shall continue to be in effect.


 








    	 



    	 	



    
 


 


IN WITNESS WHEREOF, Borrower and Lender
have caused their duly authorized officers to set their hands and seals as of the day and year first above written.


  





	Borrower:
	 	 	 	 	 
	BEMT Springhouse, LLC
	a Delaware limited liability company
	 	 	 	 	 
	By:	Bluerock Enhanced Multifamily Holdings, L.P.,
	 	a Delaware limited partnership
	Its:	Sole Member
	 	 	 	 	 
	 	By:	Bluerock Enhanced Multifamily Trust, Inc.,
	 	 	a Maryland corporation
	 	Its:	General Partner
	 	 	 	 	 
	 	 	 	 	 
	 	 	By: 	/s/ Jordan Ruddy	
	 	 	Name: 	Jordan Ruddy	 
	 	 	Title: 	COO	 
	 	 	 	 	 
	Lender:
	 	 	 	 	 
	BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND, LLC
	a Delaware limited liability company
	 	 	 	 	 
	By:	Bluerock Real Estate, LLC,
	 	a Delaware limited partnership
	Its:	Manager
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By: 	/s/ Jordan Ruddy	
	 	 	Name: 	Jordan Ruddy	 
	 	 	Title: 	President