Bluerock Residential Growth REIT (BRG) 10-K 2015 FY Annual report

Exhibit 10.291

SEVENTHAMENDMENTTO AGREEMENT OF PURCHASE AND SALE

[Domain Site, Garland, TX]

ThisSEVENTH AMENDMENTTOAGREEMENTOF PURCHASEANDSALE(this"Amendment")ismadeandentered intoasof November 17, 2015(the "EffectiveDate"),byandbetween RCMFirewheel,LLC,aTexas limited liabilitycompany ("Seller"),and ArchCo Residential LLC,aDelaware limited liability company("Purchaser").

Recitals

This Amendment is madewithrespect to thefollowing facts:

A.SellerandPurchaserenteredinto the Agreement ofPurchase andSale datedasofApril 29, 2015 (the "Original Agreement"), withrespectto approximately135.89 acres of land located in Garland, Texas(the "Property"),as more particularly described in the PurchaseAgreement.

B.Seller and Purchaserenteredinto theAmendmentto Agreement of Purchase and Sale datedasof July 13,2015 (the"First Amendment"),theSecond AmendmenttoAgreement ofPurchaseandSale, dated as of July29,2015(the"Second Amendment"), the ThirdAmendmenttoAgreementof PurchaseandSale,datedas of August6,2015 (the "ThirdAmendment"), the Fourth Amendment toAgreementof PurchaseandSale, datedas ofAugust 14,2015 (the "FourthAmendment"),theFifthAmendment to Agreement ofPurchaseandSale,dated as of October7, 2015 (the"Fifth Amendment"), and the Sixth Amendment to Agreement of Purchaseand Sale,datedas ofOctober 12,2015(the"Sixth Amendment"). The OriginalAgreement,as amendedby theFirstAmendment, the SecondAmendment,the ThirdAmendment,theFourthAmendment, the FifthAmendment, andthe Sixth Amendment, is referred to in thisAmendment as the "PurchaseAgreement".

C.                SellerandPurchaser desire toamendthePurchase Agreementasset forthin thisAmendment.

Agreement

Inconsiderationof theforegoingRecitals, the conditions, terms, covenantsand agreements set forthinthis Amendment, andofothergood andvaluable consideration,the receiptand sufficiencyofwhich arehereby acknowledged, Seller and Purchaser agree that the PurchaseAgreementis amendedas setforth in this Amendment:

1.                 Defined Terms.Eachinitially capitalized term used inthisAmendment has the meaningsetforthforthat term in the PurchaseAgreement,unless it is otherwise defined in this Amendment.

2.ClosingDate. Section I .I(i)of the Original Agreement,aspreviouslyamended,isamended toprovide that the OutsideClosingDate for the Phase I Propertyshallbe November20, 2015.

3.FPIEscrow Amount.The thirdsentenceof Section 2.6(d) of the Original Agreement isrevisedto readas follows:"The"FPI EscrowAmount"shall equal I I 0%of the FPICosts Estimate."

4.Counterparts. This Amendmentmaybeexecutedinseveral counterparts,eachof whichshall bedeemed an original,andall of whichtogethershallbe deemed to be oneandthesameAmendmentwhen eachparty has signedoneof the counterparts. This Amendment may be delivered tothe Escrow Agentand the other party byfacsimile orin pdfformatbyemailtransmission.

5.Entire Agreement.The PurchaseAgreement, as amendedby thisAmendment, constitutesthe fulland complete agreement andunderstanding between SellerandPurchaserandshallsupersede all prior communications,representations, understandingsor agreements,ifany, whetheroralor written, concerningthesubjectmatter contained in the Purchase Agreement,as so amended, andno provisionofthe Purchase Agreement, asso amended,may be modified, amended,waivedor discharged, inwhole orin part,exceptbya writteninstrumentexecutedby SellerandPurchaser.

6.Full Force andEffect;Incorporation. Except as modified by this Amendment, the termsandprovisions of the Purchase Agreement are herebyratifiedandconfirmedandare andshall remain in full force and effect. If any inconsistencyarisesbetween this Amendment and the PurchaseAgreement astothespecific matterswhich arethesubjectof this Amendment, thetermsand conditions of this Amendmentshallcontrol. This Amendment shall beconstruedto be a part of the Purchase Agreementandshall be deemed incorporated in the Purchase Agreement by this reference.

Seller and Purchaser have executed this Amendment as of the Effective Date.

Seller:

RCM Firewheel, LLC,

a Texas limited liability company

By:	/s/ Richard Myers
Name:	Richard Myers
Title:	Auth. Rep.

2

Purchaser:

ArchCo Residential, LLC,

a Delaware limited liability company

By:	/s/ Neil T. Brown
Name:	Neil T. Brown
Title:	Chief Executive Officer

3