Exhibit 10.194


 


	This Instrument Prepared By 	Maximum Principal Indebtedness
	Jeffrey R. King, Esq.	for Tennessee recording tax purposes is
	
        Stites & Harbison, PLLC

        401 Commerce Street, Suite 800

        Nashville, TN 37219
	$23,569,000.00, Tennessee recording tax was paid on instrument recorded as Instrument No. 20121022-0096448, Office of Register of Deeds for Davidson County, Tennessee


 


ASSUMPTION AGREEMENT


 


THIS ASSUMPTION
AGREEMENT (the “Agreement”) is entered into by and among Fifth Third Bank, an Ohio banking corporation (the
“Lender”), 23Hundred, LLC, a Delaware limited liability company (the “Original Borrower”),
SH 23Hundred TIC, LLC, a Tennessee limited liability company (“SH”), and BGF 23Hundred, LLC, a Delaware limited
liability company (“BGF”) (collectively, the Original Borrower, SH and BGF shall be referred to collectively
as “Borrowers”).


 


WITNESSETH


 


WHEREAS:


 


A.           The
Original Borrower and Lender entered into a Construction Loan Agreement (the “Original Loan Agreement”), dated
as of October 18, 2012, for a loan in the original principal amount of $23,569,000.00. The Original Borrower and Lender subsequently
have amended the Original Loan Agreement pursuant to the First Amendment to Construction Loan Agreement, dated as of November 1,
2012 (the “First Amendment”), the Second Amendment to Construction Loan Agreement, dated as of March 12, 2014
(the “Second Amendment”), and the Third Amendment to Construction Loan Agreement, dated as of July 28, 2014
(the “Third Amendment”) (the Original Loan Agreement, as amended by the First Amendment, the Second Amendment
and the Third Amendment, is herein referred to as the “Loan Agreement”).


 


B.           In
connection with the Loan Agreement, the Original Borrower executed the documents listed on Exhibit A attached hereto (collectively
with the Loan Agreement, the “Loan Documents”).


 


C.           The
purpose of the Loan Agreement was to provide financing to the Original Borrower for the construction of an apartment building on
property located at 2300 Franklin Pike, Nashville, Tennessee (the “Property”).


 


D.           The
Original Borrower has requested that Lender consent to the transfers of portions of the Original Borrower's fee interest in the
Property to SH and BGF, which entities, along with the Original Borrower, would own fee title to the Property as tenants in common
following such transfers.


 


E.           Lender
has consented to the proposed transfers on the condition, among others, that SH and BGF enter into this Agreement.


 




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


 


1.          Lender
hereby consents to the conveyance of portions of the Property by the Original Borrower to SH and BFG, such that following the conveyance,
the Property will be owned by the parties as tenants in common as follows:


 


	Borrowers:	Percentage Ownership Interest
	Original Borrower	42.2287%
	SH	34.8383%
	BGF	22.9330%


 


 


2.          SH
and BGF hereby assume all of the obligations of the Original Borrower under the terms of the Loan Documents with the express intent
and understanding that each of the Borrowers shall be jointly and severally liable for all of the obligations of the Original Borrower
to Lender under the Loan Documents.


 


3.          The
Original Borrower joins in this Agreement for the purpose of agreeing that it remains fully obligated to the Lender under the Loan
Documents.


 


4.          This
Agreement cannot be changed orally, but only by an amendment in writing signed by all parties hereto.


 


5.          This
Agreement shall be governed by, and construed and interpreted in accordance with the laws of the State of Tennessee.


 


6.          If
any provision of this Agreement shall for any reason be determined to be invalid or unenforceable, the balance of such provision
and the remaining provisions of this Agreement shall nevertheless continue to be valid and enforceable as though the invalid or
unenforceable provision had not been a part hereof.


 


7.          This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken
together shall constitute but one and the same instrument. The execution of a counterpart of the signature page of this Agreement
shall be deemed to be the execution of a counterpart of this Agreement.


 


REMAINDER OF PAGE INTENTIONALLY LEFT BLANK



 


SIGNATURE PAGE FOLLOWS


 




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SIGNATURE PAGE TO ASSUMPTION AGREEMENT


 


IN WITNESS WHEREOF, the Borrowers
have executed this Agreement as of the 9th day of December, 2014.


 


BORROWERS:


 


23HUNDRED, LLC, a Delaware limited liability
company


 


		By:	BR Stonehenge 23Hundred N, LLC, a Delaware limited liability company, its Sole Member



 


		By:	BR Berry Hill Managing Member, LLC, a Delaware limited liability company, its Member and Manager



 


		By:	BEMT Berry Hill, LLC, a Delaware limited liability company, its Member and Manager



 


		By:	Bluerock Residential Holdings, LP, a Delaware limited partnership, as its Member



 


		By:	Bluerock Residential Growth REIT, Inc., a Maryland corporation, its General Partner






 


		By:	/s/ Michael L. Konig
	 	 	Michael L. Konig,
	 	 	Senior Vice President and Chief Operating Officer



 


	STATE OF NEW YORK	)
	COUNTY OF NEW YORK	)


 


Before me, Dale Pozzi                         ,
of the state and county aforesaid, personally appeared Michael L. Konig, with whom I am personally acquainted (or proved to me
on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the Senior Vice President and Chief Operating
Officer of Bluerock Residential Growth REIT, Inc., in its capacity as general partner of Bluerock Residential Holdings, LP, in
its capacity as sole member of BEMT Berry Hill, LLC, in its capacity as manager of BR Berry Hill Managing Member, LLC, in its capacity
as manager of BR Stonehenge 23Hundred JV, LLC, in its capacity as sole member of 23HUNDRED, LLC, a Delaware limited liability
company, the within named bargainor, and that he as such Senior Vice President and Chief Operating Officer, being authorized so
to do, executed the foregoing instrument for the purpose therein contained by signing the name of said Bluerock Residential Growth
REIT, Inc., in its capacity as the general partner of the member of the manager of the manager of the sole member of 23HUNDRED,
LLC.


 


WITNESS my hand and seal at office
this 3rd day of December, 2014.


 


	 	/s/ Dale Pozzi
	 	Notary Public


 


	My Commission Expires:	 


 


	DALE POZZI	 
	NOTARY PUBLIC-STATE OF NEW YORK	 
	No. 0lP06275397	 
	Qualified In New York County	 
	My Commission Expires January 28, 2017	 


 




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	 	SH 23HUNDRED TIC, LLC, a Tennessee limited liability company 


 


	 	By: 	Stonehenge 23Hundred N 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


 


	STATE OF TENNESSEE	)
	COUNTY OF DAVIDSON	)


 


Before
me, Jeanette L. Ramer                       ,
a Notary Public of said County and State, personally appeared Todd Jackovich, with whom I am personally acquainted (or proved to
me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the Manager (or other officer authorized
to execute the instrument) of Stonehenge Real Estate Group, LLC, the Manager of Stonehenge 23Hundred Manager, LLC, the Manager
of Stonehenge23Hundred JV Member, LLC, the Sole Member of SH 23HUNDRED TIC, LLC, the within named bargainor, a limited liability
company, and that he as such Manager executed the foregoing instrument for the purposes therein contained, by signing the name
of the limited liability company by himself as its Manager.


 


Witness my hand and seal, at Office in Nashville, Tennessee,
this 8th day of December, 2014.


 


	 	/s/ Jeanette L. Ramer
	 	Notary Public


 


	My Commission Expires:	7/6/15	 


 




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SIGNATURE PAGE TO ASSUMPTION AGREEMENT


 


	 	BGF 23HUNDRED, LLC, a Delaware limited liability company


 


	 	By: 	Bluerock Growth Fund, LLC, a Delaware limited
	 	 	liability company, its Sole Member


 


	 	By: 	BR Fund Manager, a , a Delaware limited
	 	liability company, its Manager


 


	 	By: 	/s/ Jordan Ruddy
	 	 	Jordan Ruddy, Authorized Signatory


 


	 	/


 


	STATE OF NEW YORK	)
	COUNTY OF NEW YORK	)





 


Before me,
Dale Pozzi                             ,
of the state and county aforesaid, personally appeared Jordan Ruddy, with whom I am personally acquainted (or proved to me on the
basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the Authorized Signatory of BR Fund Manager, LLC,
in its capacity as the manager of Bluerock Growth Fund, LLC, in its capacity as the sole member of BGF 23HUNDRED, LLC, a
Delaware limited liability company, the within named bargainor, and that he as such Authorized Signatory, being authorized so to
do, executed the foregoing instrument for the purpose therein contained by signing the name of said BR Fund Manager, LLC, in its
capacity as the manager of the sole member of BGF 23HUNDRED, LLC.


 


WITNESS my
hand and seal at office this 3rd day of December, 2014.


 


	 	/s/ Dale Pozzi
	 	Notary Public


 


	My Commission Expires:	 	 


 


	DALE POZZI	 	 
	NOTARY PUBLIC-STATE OF NEW YORK	 	 
	No. 0lP06275397	 	 
	Qualified In New York County	 	 
	My Commission Expires January 28, 2017	 	 


 




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	 	LENDER:
	 	 
	 	FIFTH THIRD BANK, an Ohio banking
	 	Corporation
	 	By: 	/s/ Grady Thurman
	 	 	Grady Thurman, Vice President




 


	STATE OF TENNESSEE	)
	 	)
	COUNTY OF DAVIDSON	)


 


Before me,
Vanessa Harrington             , Notary Public of
said County and State, personally appeared Grady Thurman, with who I am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged himself to be Vice President (or other officer authorized to execute the
instrument) of FIFTH THIRD BANK, the within named bargainor, an Ohio banking corporation, and that he as such Vice President executed
the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as Vice President.


 


Witness my
hand and seal, at Office in Nashville, Tennessee, this 9th day of December, 2014.


 


	 	/s/ Vanessa Harrington
	 	Notary Public


 


	My Commission Expires: 	May 3, 2016	 


 




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EXHIBIT A


 


LOAN DOCUMENTS


 





		1.	Construction Loan Agreement dated October 18, 2012, executed by Original Borrower and Lender.



 


		2.	Promissory Note, dated October 18, 2012, executed by the Original Borrower.



 


		3.	First Amendment to Construction Loan Agreement, dated November 1, 2012, executed by the Original Borrower and Lender.



 


		4.	Second Amendment to Construction Loan Agreement, dated March 12, 2014, executed by the Original Borrower and Lender.



 


		5.	Third Amendment to Construction Loan Agreement, dated July 28, 2014, executed by the Original Borrower and Lender.



 


		6.	Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated October 18, 2012, executed by the Original
Borrower, and recorded as Instrument No. 20121022-0096448 in the Office of the Register of Deeds for Davidson County, Tennessee.



 


		7.	Assignment of Leases and Rents, dated as of October 18, 2012, executed by the Original Borrower, and recorded as Instrument
No. 20121022-0096449 in the Office of the Register of Deeds for Davidson County, Tennessee.



 


		8.	Security Agreement, dated as of October 18, 2012, executed by the Original Borrower and Lender.



 


		9.	Environmental Indemnity Agreement, dated as of October 18, 2012, executed by the Original Borrower and Todd Jackovich.



 


		10.	Access Laws Indemnity Agreement, dated as of October 18, 2012, executed by the Original Borrower and Todd Jackovich.



 


		11.	Assignment of Plans, Specifications, Contracts, Agreements, Reports, Licenses and Permits, dated as of October 18, 2012, executed
by the Original Borrower.



 


		12.	Retainage Escrow Agreement, dated as of October 18, 2012, executed by Lender, Original Borrower and Cambridge Builders &
Contractors, LLC.



 


		13.	Assignment of Retainage Account, dated as of November 2, 2012, executed by the Original Borrower and Lender, and acknowledged
and agreed to by Cambridge Builders & Contractors, LLC.








 




    	A-1