Exhibit
10.1


 


SECOND AMENDMENT
TO PURCHASE AND SALE AGREEMENT


 


THIS SECOND AMENDMENT
TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of the 15th day of July, 2019 (the “Effective
Date”), by and among BR CARROLL KELLER CROSSING, LLC, a Delaware limited liability company (“Sovereign
Seller”), BR-TBR LAKE BOONE NC OWNER, LLC, a Delaware limited liability company (“BR-TBR TIC”),
TriBridge Co-Invest 29 Lake Boone Owner, LLC, a Georgia limited liability
company (“Co-Invest TIC”), LB One Leigh House Owner, LLC,
a Delaware limited liability company (“LB One TIC”), Coyote Leigh
House Capital Owner, LLC, a Delaware limited liability company (“Coyote TIC”), TBR LHP TIC, LLC,
a Georgia limited liability company (“TBR TIC”; BR-TBR TIC, Co-Invest TIC, LB One TIC, Coyote TIC, and TBR TIC
collectively, “Leigh House Seller”), and BR PRESTON VIEW, LLC, a Delaware limited liability company (“Preston
View Seller”; Sovereign Seller, Leigh House Seller, or Preston View Seller, as applicable, are sometimes each referred
to individually herein as a “Seller” and collectively as the “Sellers”), and KRE TOPAZ
PORTFOLIO INVESTOR LLC, a Delaware limited liability company (“Purchaser”)


 


RECITALS


 


A.           Sellers
and Purchaser are parties to that certain Purchase and Sale Agreement dated as of June 17, 2019, as amended by that certain First
Amendment to Purchase and Sale Agreement dated as of June 17, 2019, as modified by that certain Joinder Agreement to Purchase and
Sale Agreement dated as of July 8, 2019 (collectively, the “Agreement”) for the purchase and sale of the following
properties: (i) the property located in Fort Worth, Tarrant County, Texas, commonly known as The Sovereign Apartments, (ii) the
property located in Raleigh, Wake County, North Carolina, commonly known as Leigh House Apartments , and (iii) the property located
in Morrisville, Wake County, North Carolina, commonly known as Preston View Apartments, each as further described in the Agreement.


 


B.           Preston
View Seller and Purchaser desire to further amend the terms of the Agreement with respect to the Preston View Property, pursuant
to the terms and conditions of this Amendment.


 


NOW THEREFORE, in
consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


AGREEMENT


 


1.          Incorporation
of Recitals; Definitions.  The foregoing recitals are incorporated herein.  Capitalized terms not otherwise
defined herein shall have the meaning given such terms in the Agreement.  


 


2.          Preston
View Property Code Violations.  Section 3.3(g) of the Agreement is hereby amended by deleting the last sentence of
such section in its entirety and replacing it with the following language:


 




     


     


    

 


“The parties
hereby acknowledge that the Preston View Property Code Violations will not be fully cured by the Closing.  Accordingly,
Preston View Seller and Purchaser shall, at Closing, enter into an escrow agreement, in the form attached hereto as Exhibit
 “A” (the “Holdback Escrow Agreement”), to provide a full settlement with respect to all of Seller’s
obligations in connection with the Preston View Property Code Violations.  Purchaser and Preston View Seller’s
respective executed counterparts to the Holdback Escrow Agreement shall be deemed a “Purchaser Closing Delivery” and
a “Seller Closing Delivery” as contemplated in Sections 6.1 and 6.2 of the Agreement, respectively.”


 


3.          Ratification
and No Further Amendment.  As modified by this Amendment, the Agreement is fully ratified, adopted and approved by
the parties hereto effective as of the date hereof.  Except as expressly set forth herein, the Agreement remains unmodified
and in full force and effect.


 


4.          Miscellaneous.  This
Amendment may be executed in multiple counterparts each of which shall be deemed an original but together shall constitute one
and the same instrument.


 


5.          Signatures.  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.


 


[signature page next page]


 




     


     


    

 


IN
WITNESS WHEREOF, Seller and Purchaser have caused this Amendment to be duly executed and delivered, effective as of the Effective
Date.


 


	 	SELLER:
	 	 
	 	BR CARROLL KELLER CROSSING, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ Jordan B. Ruddy
	 	 	Name: Jordan B. Ruddy
	 	 	Title: Authorized Signatory


 





	 	BR-TBR LAKE BOONE NC OWNER, LLC, 
	 	a Delaware limited liability company
	 	 
	 	By: 	BR-TBR Lake Boone Capital Member, LLC, a Delaware limited
liability company, its Sole Member




 





	 	By: 	BRG Denim Scottsdale TIC-1 Manager, LLC, a Delaware
limited liability company, its Manager







 


	 	 	 	By:	/s/ Jordan B. Ruddy
	 	 	 	 	Name: Jordan B. Ruddy
	 	 	 	 	Title: Authorized Signatory


 





	 	TRIBRIDGE CO-INVEST 29 LAKE BOONE OWNER, LLC, a Georgia limited liability company
	 	 
	 	By: 	BR SOIF II Manager, LLC, a Delaware limited liability
company, its Manager




 


	 	 	By:	/s/ Jordan B. Ruddy
	 	 	 	Name: Jordan B. Ruddy
	 	 	 	Title: Authorized Signatory


 




     


     


    

 


	 	TBR LHP TIC, LLC, 
	 	a Georgia limited liability company
	 	 
	 	By:	 BR SOIF II Manager, LLC, a Delaware limited liability company, its Manager


 


	 	By:	/s/ Jordan B. Ruddy
	 	 	Name: Jordan B. Ruddy
	 	 	Title: Authorized Signatory


 


	 	LB One Leigh House Owner, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	BR SOIF II Manager, LLC, a Delaware limited liability company, its Manager


 


	 	By:	 /s/ Jordan B. Ruddy
	 	 	Name: Jordan B. Ruddy
	 	 	Title: Authorized Signatory


 


	 	Coyote Leigh House Capital Owner, LLC, a Delaware limited liability company
	 	 
	 	By:	BR SOIF II Manager, LLC, a Delaware limited liability company, its Manager


 


	 	By:	/s/ Jordan B. Ruddy
	 	 	Name: Jordan B. Ruddy
	 	 	Title: Authorized Signatory


 




     


     


    

 


	 	BR PRESTON VIEW, LLC, a Delaware limited liability company
	 	 
	 	By:	BR/CDP UCFP Venture, LLC, a Delaware limited liability company, its Sole Member



 


	 	By:	BRG Denim Scottsdale TIC-2 Manager, LLC, a Delaware limited liability company, its Manager


 


	 	By:	/s/ Jordan B. Ruddy
	 	 	Name: Jordan B. Ruddy
	 	 	Title: Authorized Signatory


 




     


     


    

 


	 	PURCHASER:
	 	 
	 	KRE TOPAZ PORTFOLIO INVESTOR LLC, 
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ Michael Friedland
	 	Name:	 Michael Friedland
	 	Title:	Vice President


 




     


     


    

 


Exhibit “A”


Form of Escrow Holdback
Agreement


 


Please see attached.