Exhibit 10.198


  


SECOND AMENDMENT TO PURCHASE AND SALE
AGREEMENT


 


THIS SECOND AMENDMENT TO
PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of 4:59PM CST the 17th day of December, 2014 between
SH 23HUNDRED TIC, LLC, a Tennessee limited liability company, BGF 23HUNDRED, LLC, a Delaware limited liability company and 23HUNDRED,
LLC, a Delaware limited liability company having an address c/o Stonehenge Real Estate Group, LLC, 3200 West End Avenue, Suite
500, Nashville, TN 37203 (collectively, the “Seller”), and Sentinel Acquisitions Corp., a Delaware corporation, having
an address of 1251 Avenue of the Americas, New York, New York 10020, or its permitted assigns (said entity and its permitted assigns,
the “Purchaser”).


 


RECITALS:


 


A.           
Seller and Purchaser entered into a Purchase and Sale Agreement dated as of December 10, 2014, as amended by that certain First
Amendment to Purchase and Sale Agreement dated as of December 15, 2014 (collectively, the “Agreement”) to sell and
purchase the Property.


 


B.           Seller
and Purchaser wish to further amend the Agreement, as specified below.


 


NOW THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto acknowledge and agree
as follows:


 


1.          All
capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.


 


2.          Schedule
1.1(a) of the Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.


 


3.          The
following paragraphs are hereby added to the Agreement as Section 11.25:


 


(a) Purchaser
has received the results of radon tests for units number 2 and 8 in Building 4 (the “Initial Units”) which results
exceed the United States Environmental Protection Agency recommended action level of 4.0 pCi/l. (the “Action Level”).
Purchaser shall have until December 30, 2014 (subject to force majeure and other factors outside of Purchaser's control, such
as the loss of test canisters in the mail or invalid test results) to cause the Initial Units to be retested and to receive the
results of such retesting. If the new test results for each of the Initial Units are below the Action Level, or in the event Purchaser
fails to retest and receive the results of such tests of the Initial Units on or before December 30, 2014, then the patiies shall
proceed to Closing in accordance with the terms hereof. If the new test results for either of the Initial Units reveal radon levels
at or above the Action Level (a “High Test Result”), to the extent such results have been timely received and communicated
to Seller prior to December 30, 2014, then Purchaser shall be entitled to perform radon tests on such other basement or ground
floor units, but not any other units, as Purchaser deems necessary (the “Additional Units”); provided, however, that
Purchaser shall both conduct such tests and receive the results thereof within ten (10) days of Purchaser's receipt of the test
results of the Initial Units, failing which, Purchaser shall be deemed to have waived its right to conduct such additional testing
and shall proceed to Closing in accordance with the terms hereof.


 




    	 



    	 



    

 


(b) If
any radon test of any Initial Unit or Additional Unit results in a High Test Result, then the parties shall nonetheless proceed
to Closing in accordance with the terms of the Agreement; provided, however, to the extent such radon test of any Initial Unit
or Additional Unit has been performed and results received within the timeframes set forth above, Purchaser shall receive a credit
at Closing in the amount of Seven Thousand Dollars ($7,000) per Initial Unit or Additional Unit which tested at a High Test Result.
In no event shall Purchaser have any right to terminate this Agreement as a result of the testing hereunder.


 


4.          Purchaser
is hereby deemed to have timely delivered the Notice to Proceed pursuant to Section 3.2 of the Agreement and Purchaser shall have
no fmiher rights to terminate the Agreement pursuant to Section 3.2.


 


5.          Intentionally
Omitted.


 


6.          This
Amendment shall be governed by and construed in accordance with the laws of the State of Tennessee without reference to the choice
of law doctrine of such State.


 


7.          This
Amendment may be executed in any number of identical counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same Amendment. Handwritten signatures to this Amendment transmitted by telecopy or electronic
transmission (for example, through use of a Portable Document Format or “PDF” file) shall be valid and effective to
bind the party so signing. Each party agrees to promptly deliver to the other party an executed original of this Amendment with
its actual signature, but a failure to do so shall not affect the enforceability of this Amendment, it being expressly agreed that
each party to this Amendment shall be bound by its own telecopied or electronically transmitted handwritten signature and shall
accept the telecopied or electronically transmitted handwritten signature of the other party to this Amendment.


 


8.          In
the event of any inconsistency between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment
shall prevail.


 


9.          This
Amendment shall be binding upon and inure to the benefit of the parties hereto and to their respective successors and assigns.


 


10.         Except
as expressly amended by this Amendment, the Agreement shall remain in full force and effect. All references to the “Agreement”
shall be deemed to be references to the Agreement as amended by this Amendment.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties have executed
this Amendment as of the date first above written.


 


	SELLER:
	 	 
	 	SH 23HUNDRED TIC, LLC, a Tennessee limited liability company
	 
	 	 	 
	 	By:	Stonehenge 23Hundred JV Member, LLC, a Tennessee limited liability company, its sole member
	 	 	 	 
	 	 	By:	Stonehenge 23Hundred Manager, LLC, a Tennessee limited liability company, its Manager
	 	 	 	 	 
	 	 	 	By:	Stonehenge Real Estate Group, LLC, a Georgia limited liability company, its Manager
	 	 	 	 	 
	 	 	 	 	By:	/s/ Todd Jackovich
	 	 	 	 	 	Todd Jackovich, its 
	 	 	 	 	 	Manager


 


	 	BGF 23HUNDRED, LLC, a Delaware limited liability company
	 	 
	 	By:	Bluerock Growth Fund, LLC, its sole member
	 	 	 
	 	 	By:	Bluerock Fund Manager, LLC,
	 	 	 	its manager
	 	 	 	 
	 	 	 	By:	/s/ Jordan Ruddy
	 	 	 	 	Jordan Ruddy, its 
	 	 	 	 	Authorized Signatory 


 


[SIGNATURES CONTINUED ON THE FOLLOWING
PAGES]


 




    	 



    	 



    

  


	 	23HUNDRED, LLC, a Delaware limited liability company 
	 	 	 
	 	By:	BR Stonehenge 23Hundred JV, LLC, its sole member
	 	 	 
	 	 	By:	BR Berry Hill Managing Member, LLC, its 
	 	 	 	manager 
	 	 	 	 
	 	 	 	By:	BEMT Berry Hill, LLC, its manager
	 	 	 	 	 
	 	 	 	 	By:	Bluerock Residential Holdings, 
	 	 	 	 	 	L.P., its sole member
	 	 	 	 	 	 
	 	 	 	 	 	By:	Bluerock Residential
	 	 	 	 	 	 	 Growth REIT, Inc., its 
	 	 	 	 	 	 	general partner
	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	/s/ Michael L. Konig
	 	 	 	 	 	 	 	Michael L.  Konig, its Senior Vice President  and Chief  Operating Officer


 


	 	PURCHASER:
	 	 
	 	SENTINEL ACQUISITIONS CORP.
	 	 
	 	By:	/s/ Noel Belli  	 
	 	Name: Noel Belli
	 	Title: Vice President


 




    	 



    	 



    

 


Exhibit A


 


LEGAL DESCRIPTION OF THE LAND


 


Land located in the City of Berry Hill,
Davidson County, Tennessee, being described in Deed Book 4065, page 206, Register’s Office for Davidson County, Tennessee,
(“RODC'') and being more particularly described as follows:


 


Remote point of beginning being at the
intersection of the South right of way of Bradford Avenue with the East right of way of Franklin Pike (81h Avenue South); thence
North 71 degrees 0 minutes 43 seconds East 24.78 feet to a punch being the TRUE POINT OF BEGINNING; thence along said right of
way of Bradford Avenue, North 71 degrees 00 minutes 43 seconds East a distance of 325.34 feet to a rebar; thence leaving said right
of way and along Melpark Properties Management L.P. in Deed Book 11037, page 674, RODC, TN, South 18 degrees 32 minutes 05 seconds
East a distance of 367.81 feet to a concrete monument on the North right of way of Melpark Drive; thence along said Melpark Drive
the following courses and distances: South 71 degrees 04 minutes 25 seconds West a distance of 150.08 feet to a rebar; thence,
South 74 degrees 00 minutes 07 seconds West a distance of 135.19 feet to a rebar; thence, South 71 degrees 07 minutes 14 seconds
West a distance of 40.02 feet to a rebar, thence with a curve to the right having n radius of 25 feet; a central angle 89 degrees
58 minutes 46 seconds and an arc length of 39.26 feet to a concrete monument on the East right of way of Franklin Pike; thence
along said right of way Franklin Pike North 18 degrees 30 minutes 00 seconds West 310.77 feet to a rebar; thence with a curve to
the right having a radius of 25 feet a central angle of 89 degrees 2 J minutes 25 seconds and an arc length of 38.99 feet to the
POINT OF BEGINNING; as shown on survey by Hopkins Surveying Group Drawing Number 2010.84-3 dated April 30, 2010.


 


Being the same property conveyed to 23Hundred, LLC, by deed from
Horsepower, J.V. of record as Instrument No. 20121022-0096447, Register's Office for Davidson County, Tennessee.