FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

Exhibit 10.9

FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

(Western Rim Portfolio in San Antonio and Tyler, Texas)

This FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is made and entered into as of March 20, 2017, by and between BRE MF Crown Ridge LLC, BRE MF Canyon Springs LLC, BRE MF Cascades I LLC, BRE MF Cascades II LLC and BRE MF TPC LLC, each a Delaware limited liability company (collectively, “Seller”), and CWS Apartment Homes LLC, a Delaware limited liability company (“Buyer”).

RECITALS:

A.           Seller and Buyer are parties to that certain Agreement of Purchase and Sale, dated as of March 15, 2017 (the “Agreement”). All initially-capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Agreement unless the context clearly indicates otherwise.

B.           Seller and Buyer mutually desire to amend the Agreement as provided in this Amendment.

AGREEMENTS:

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows:

1.          Due Diligence Period. Notwithstanding the provisions of Section 1.1 of the Agreement to the contrary, the “Due Diligence Period” shall mean the period of time from the Effective Date to 6:00

p.m. (Pacific Time) on March 22, 2017.

2.          Section 2.3(d)(i). Clause (e) of Section 2.3(d)(i) of the Agreement is hereby deleted in its entirety and replaced with the following: “(e) Buyer shall not itself require any material modifications to the Existing Loan Documents, except for such modifications as are usually and customarily obtained by Buyer or Bluerock, or Affiliates of Buyer or Bluerock, from Existing Lender in connection with similarly structured transactions; provided that attached hereto as Schedule 2.3(d)(i) and incorporated herein by reference, for purposes of confirming Bluerock's modifications which are usually and customarily obtained as contemplated above, are copies of those modifications usually and customarily obtained by Bluerock (collectively, the “Buyer Modifications”)”.

3.          Schedule 2.3(d)(i). Schedule 2.3(d)(i) attached to this Amendment is hereby incorporated into the Agreement.

4.          Section 2.3(d)(ii). The following language is hereby added as the new second sentence of Section 2.3(d)(ii) of the Agreement: “For the avoidance of doubt, (i) Lender Consent shall not be deemed received or to have occurred if Existing Lender fails to approve the Buyer Modifications and/or conditionally approves the Buyer Modifications (unless such conditions are usually and customarily required by the Existing Lender in connection with such Buyer Modifications), and (ii) any Loan Assumption term which, in the aggregate, imposes obligations or liabilities on Buyer in excess of

$1,000,000.00 beyond those under the Existing Loan Documents, shall be deemed material for purposes of the foregoing clauses (i) and (ii) of the immediately preceding sentence.”

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5.          Lexington National Land Services. Buyer acknowledges and agrees that Sellers may engage Lexington National Land Services in connection with the issuance of co-insurance with respect to the Title Policy, provided that issuance of such co-insurance shall be at no additional cost or expense to Buyer.

6.          Miscellaneous.

(a)          No Other Amendments; This Amendment Governs and Controls. Except as expressly modified by this Amendment, the Agreement shall remain unmodified and in full force and effect and is hereby ratified and affirmed. To the extent any of the provisions of this Amendment are inconsistent with any of the provisions set forth in the Agreement, the provisions of this Amendment shall govern and control.

(b)          Authority. Each party represents to the other party or parties that the individual or individuals executing this Amendment on behalf of such party has the capacity and authority to execute and deliver this Amendment on behalf of such party, and that this Amendment, once executed and delivered, is the legal, valid and binding obligation of such party.

(c)          Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. The delivery of an executed counterpart of this Amendment by facsimile or as a PDF or similar attachment to an e-mail shall constitute effective delivery of such counterpart for all purposes with the same force and effect as the delivery of an original, executed counterpart.

(d)          Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the successors and assigns of the parties to this Amendment.

(e)          Governing Law. This Amendment shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Texas.

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IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment as of the day and year first above written.

	CROWN RIDGE SELLER:
	BRE MF Crown Ridge LLC,
	a Delaware limited liability company
	By:	BRE MF Investment L.P.,
		a Delaware limited partnership, Its Sole Member
		By:	BRE MF Investment GP LLC, a Delaware limited liability company
			General Partner
				/s/ Xxxxxxx Xxxxxx
			By:	Xxxxxxx Xxxxxx
			Name:	Managing Director and Vice President
			Title:

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	CANYON SPRINGS SELLER:
	BRE MF Canyon Springs LLC,
	a Delaware limited liability company
	By;	BRE MF Investment L.P.,
		a Delaware limited partnership, Its Sole Member
		By:	BRE MF Investment GP LLC, a Delaware limited liability company
			General Partner
			By:	/s/ Xxxxxxx Xxxxxx
			Name:	Xxxxxxx Xxxxxx
			Title:	Managing Director and Vice President

(Signatures continue on following page)

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	CASCADES I SELLER:
	BRE MF Cascades I LLC,
	a Delaware limited liability company
	By:	BRE MF Investment L.P.,
		a Delaware limited partnership, Its Sole Member
		By:	BRE MF Investment GP LLC, a Delaware limited liability company
			General Partner
			By:	/s/ Xxxxxxx Xxxxxx
			Name:	Xxxxxxx Xxxxxx
			Title:	Managing Director and Vice President

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	CASCADES II SELLER:
	BRE MF Cascades II LLC,
	a Delaware limited liability company
	By:	BRE MF Investment L.P.,
		a Delaware limited partnership, Its Sole Member
		By:	BRE MF Investment GP LLC, a Delaware limited liability company
			General Partner
			By:	/s/ Xxxxxxx Xxxxxx
			Name:	Xxxxxxx Xxxxxx
			Title:	Managing Director and Vice President

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	CIBOLO CANYON SELLER:
	BRE MF TPC LLC,
	a Delaware limited liability company
	By:	BRE MF Investment L.P.,
		a Delaware limited partnership, Its Sole Member
		By:	BRE MF Investment GP LLC, a Delaware limited liability company
			General Partner
			By:	/s/ Xxxxxxx Xxxxxx:
			Name:	Xxxxxxx Xxxxxx
			Title:	Managing Director and Vice President

(Signatures continue on following page)

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	BUYER:
	CWS Apartment Homes LLC,
	a Delaware limited liabil ity company
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	President

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Schedule 2.3(d)(i)

Buyer Modifications