FIRSTAMENDMENT TO PURCHASEAND SALE AGREEMENT

Exhibit 10.211

FIRST AMENDMENT TO

PURCHASE AND SALE AGREEMENT

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is entered into this 20th day of February, 2015, by and between AH DURHAM APARTMENTS, LLC, a Virginia limited liability company (“Seller”), and TRIBRIDGE RESIDENTIAL, LLC, a Georgia limited liability company (“Purchaser”). 

WITNESSETH:

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of December 1, 2014 as modified by the Agreement Establishing Inspection Period and Inspection Date between Seller and Purchaser dated as of January 7, 2015 (collectively, "Purchase Agreement") regarding certain property located at 501 Willard Street, Durham, North Carolina 27701 and commonly known as Whetstone Apartments, as more particularly described in the Purchase Agreement; and

WHEREAS, Seller and Purchaser wish to modify the Purchase Agreement as set forth below.

NOW THEREFORE, for Ten Dollars ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:

1.          Defined Terms. Capitalized terms contained but not defined in this Amendment shall have the meaning ascribed to such terms in the Purchase Agreement.

2.          Inspection Period. Section 3(b) of the Purchase Agreement is hereby amended by deleting the phrase "on or before 6:00 p.m. on the date which is sixty (60) days following the later to occur of (a) the Effective Date, or (b) the date upon which Seller has delivered the Seller’s Deliveries to Purchaser (the “Inspection Date”),” and, in lieu thereof, replacing it with the following: “on or before 6:00 p.m. on February 24, 2015 (the “Inspection Date”),”

3.          Closing Date. Seller and Purchaser hereby agree that, notwithstanding the Inspection Period extension contemplated hereunder, no extension of the Closing Date shall be made by this Amendment. For the avoidance of doubt, for purposes of calculating the Closing Date, the Inspection Period shall be deemed to have expired on, and the Inspection Date shall be deemed to mean, February 20, 2015.

4.          No Further Modification. In the event of any inconsistency between the Purchase Agreement and this Amendment, the terms of this Amendment shall control. Except as otherwise modified herein, all terms and conditions in the Purchase Agreement shall remain in full force and effect.

5.          Miscellaneous. This Amendment may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which will constitute one and the same Amendment and may be delivered by facsimile or PDF via electronic mail in a legally binding manner. This Amendment shall be governed and construed in accordance with the laws of the State of North Carolina and shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns. Time is of the essence with respect to the obligations of the parties set forth in this Amendment.

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IN WITNESS WHEREOF, this Amendment has been executed by the parties as of the date set forth in the preamble.

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