Exhibit 10.197


 


FIRST AMENDMENT PURCHASE AND SALE AGREEMENT


 


This FIRST AMENDMENT
TO PURCHASE AND SALE AGREEMENT (this “Amendment”)is entered into this 15th day of December, 2014,
by and between SENTINEL ACQUISITIONS CORP., a Delaware corporation (“Purchaser”), and SH 23 HUNDRED TIC, LLC,
a Tennessee limited liability company (“SH”), BGF 23HUNDRED, LLC, a Delaware limited liability company (“BGF”),
and 23HUNDRED, LLC, a Delaware limited liability company (“23Hundred”; and with SH and BGF, collectively referred
to herein as “Seller”).


 


WITNESSETH:


 


WHEREAS, Purchaser
and Seller, entered into that certain Purchaser and Sale Agreement dated December 10, 2014 (the “Agreement”),
regarding the real property located at 2300 Franklin Pike, Nashville, Tennessee 37204, and commonly known as 23Hundred Berry Hill
(the “Property”); and


 


WHEREAS, Seller
and Purchaser wish to enter into this Amendment to modify the Agreement as set forth below.


 


NOW, THEREFORE,
for and in consideration of the agreements set forth herein, the sufficiency of which consideration is hereby acknowledged, the
parties hereby agree as follows:


 


1.       Recitals.
The foregoing recitals are true and correct and are incorporated herein by reference.


 


2.       General
Provisions. All capitalized terms in this Amendment shall have the same meaning as set forth in the Agreement, except if otherwise
noted herein. Except as expressly amended and modified by this Amendment, all of the terms, covenants, conditions, and agreements
of the Agreement shall remain in full force and effect. In the event of any conflict between the provisions of the Agreement and
the provisions of this Amendment, this Amendment shall control.


 


3.       Closing
Date. Notwithstanding anything to the contrary in the Agreement, the Inspection Date shall be December 17, 2014.


 


4.       Miscellaneous.
The parties intend that faxed or scanned and emailed signatures constitute original signatures and that a faxed or scanned and
emailed Amendment containing the signatures (original or copies) of Seller and Purchaser is binding on the parties. This Amendment
may be executed in multiple counterparts, each counterpart of which shall be deemed an original and any of which may be introduced
into evidence or used for any purpose without the production of the other counterpart or counterparts.


 


[SIGNATURES APPEAR
ON FOLLOWING PAGE.]


 




    	 



    	 



    

 


 


[SIGNATURE PAGE TO FIRST AMENDMENT TO
AGREEMENT]


 


IN WITNESS WHEREOF,
the parties hereto have executed and delivered this Amendment under seal as of the day and year 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:	/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










 


	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


 


[SIGNATURES CONTINUED
ON TIIE FOLLOWING PAGE.]


 




    	 



    	 



    

  


[SIGNATURE PAGE TO FIRST AMENDMENT TO
AGREEMENT (continued)]


 


	 	PURCHASER:
	 	 
	 	SENTINEL ACQUISITIONS CORP., a Delaware
	 	corporation
	 	 	 
	 	By:	/s/ Noel G. Belli	 
	 	Name:	Noel G. Belli
	 	Title:	Vice President


 


[END OF SIGNATURES]