Exhibit 10.6


 

REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT, dated as of          , 2015, is entered into by and among RiverBanc Multifamily
Investors, Inc., a Maryland corporation (the “Company”), RiverBanc LLC, a North Carolina limited liability company
(the “Manager”), and the persons listed on Schedule A hereto (each, a “Contributor”
and, collectively, the “Contributors”).


 


WHEREAS, each Contributor
has agreed to contribute certain assets to the Company in exchange for an aggregate of            
shares of Common Stock (the “Contributor Shares”) pursuant to the Contribution Agreements, each dated as of
        , 2015, between the Company and the respective Contributors.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:


 


Section 1. Certain Definitions.


 


In addition to the
terms defined elsewhere in this Agreement, the following terms, as used herein, shall have the following meanings:


 


“Affiliate”
of any Person means any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled
by, or is under common control with, such Person. The term “control” (including the terms “controlled by”
and “under common control with”) as used with respect to any Person means the possession, directly or indirectly through
one or more intermediaries, of the power to direct or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.


 


“Agreement”
means this Registration Rights Agreement, including all amendments, modifications and supplements and any exhibits or schedules
to any of the foregoing, and shall refer to this Registration Rights Agreement as the same may be in effect at the time such reference
becomes operative.


 


“Business
Day” means any day other than Saturday, Sunday or a day on which commercial banks in New York, New York are directed
or permitted to be closed.


 


“Common Stock”
means common stock, par value $0.01 per share, of the Company.


 


“Contributors”
has the meaning set forth in the Recitals.


 


“Contributor
Shares” has the meaning set forth in the Recitals.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 






    	 



    	 



    

 


“Holder”
means, individually, (i) each Contributor, as a holder of record of Registrable Common Stock, and (ii) any direct or indirect
transferee of such Registrable Common Stock from any Contributor(s). For purposes of this Agreement, the Company may deem and treat
the registered holder of Registrable Common Stock as the Holder and absolute owner thereof, and the Company shall not be affected
by any notice to the contrary.


 


“IPO”
means the Company’s initial Underwritten Offering, as defined below.


 


“Person”
means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporated organization,
association, corporation, institution, public benefit corporation, government (whether federal, state, county, city, municipal
or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof) or any other entity.


 


“Prospectus”
means the prospectus or prospectuses included in any Registration Statement (including, without limitation, any prospectus subject
to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant to
Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Common Stock covered by such Registration Statement and by all other amendments and
supplements to the prospectus, including post-effective amendments and all material incorporated by reference or deemed to be incorporated
by reference in such prospectus or prospectuses and any prospectus wrapper used in connection with such prospectus or prospectuses.


 


“Registrable
Common Stock” means the Contributor Shares, in each case, upon original issuance thereof and at all times subsequent
thereto, including upon the transfer thereof by the original Holder or any subsequent Holder and any securities issued in respect
of such securities by reason of or in connection with any exchange for or replacement of such securities or any stock dividend,
stock distribution, stock split, purchase in any rights offering or in connection with any combination of shares, recapitalization,
merger or consolidation, or any other equity securities issued pursuant to any other pro rata distribution with respect to the
Common Stock, until, in the case of any such securities the earliest to occur of (i) the date on which it has been effectively
registered pursuant to the Securities Act and disposed of in accordance with the Registration Statement relating to it, or (ii) the
date on which it is distributed to the public by a Holder pursuant to Rule 144 promulgated by the SEC pursuant to the Securities
Act.


 


“Registration
Statement” means any registration statement of the Company filed with the SEC under the Securities Act which covers any
of the Registrable Common Stock pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements
to such Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference or
deemed to be incorporated by reference in such Registration Statement.


 


“Rule 415”
means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar Rule or regulation hereafter adopted by the SEC as a replacement thereto having substantially the same effect
as such rule.


 






    	2



    	 



    

 


“SEC”
means the Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Shelf Registration
Statement” means a registration statement on Form S-3 under the Securities Act (or any successor form thereto) providing
for the resale by the Holders from time to time pursuant to Rule 415 of any and all Registrable Common Stock.


 


“Underwritten
Registration” or “Underwritten Offering” means an offering pursuant to a registration statement filed
under the Securities Act in which securities of the Company are sold to underwriters for reoffering to the public.


 


Section 2. Registrations.


 


(a) Right to Demand
Registration.


 


(i) At any
time following the first anniversary of the consummation of the IPO and prior to the date on which the Company first files a Shelf
Registration Statement pursuant to Section 2(b) hereof, the Holders of not less than an aggregate of 200,000 shares of Registrable
Common Stock (“Initiating Holders”) may request registration under the Securities Act of all or part of the
Registrable Common Stock (a “Demand Registration”); provided, however, that neither Kevin Donlon,
Donlon Family LLC or their successors and assigns, shall have the right to request any Demand Registration hereunder.  Within
ten (10) Business Days after receipt of any such request for a Demand Registration by Initiating Holders, the Company shall
give written notice of such request to all other Holders of Registrable Common Stock, and shall include in such registration all
such Registrable Common Stock with respect to which the Company has received written requests for inclusion therein within twenty
(20) Business Days after the receipt of the Company’s notice. As soon as practicable after the Company has received any such
request for a Demand Registration, the Company shall file with the SEC the Registration Statement relating thereto.


 


(ii) After
any Demand Registration that has been filed with the SEC pursuant to clause (i) of this Section 2(a) has been declared
effective by the SEC, the Company shall use its reasonable best efforts to keep such Demand Registration effective until either
(i) a Shelf Registration Statement has been declared effective by the Commission, in accordance with Section 2(b) hereof, or (ii)
none of the shares of Common Stock covered by the Demand Registration are Registrable Common Stock.


 


(b) Mandatory Shelf
Registration. As soon as practicable after the date on which the Company first becomes eligible to register the resale of securities
of the Company pursuant to Form S-3 under the Securities Act, but no later than thirty (30) days after such date unless required
to be postponed pursuant to Section 2(c) hereof, the Company shall file with the SEC a Shelf Registration Statement (the “Mandatory
Shelf Registration”) with respect to all then Registrable Common Stock (the “Shelf Holders”). The
Company shall use its reasonable best efforts to (i) cause such Mandatory Shelf Registration to be declared effective by the
SEC as soon as practicable after the initial filing of such Mandatory Shelf Registration and (ii) maintain the effectiveness
of such Mandatory Shelf Registration Statement, and a current prospectus relating thereto, until the earliest to occur of (i) the
date on which all Registrable Common Stock included in such Mandatory Shelf Registration has been disposed of in accordance with
such Mandatory Shelf Registration Statement (or a Piggyback Registration as described in Section 2(e) hereof), or (ii) the
date on which it is distributed to the public by a Holder pursuant to Rule 144 promulgated by the SEC pursuant to the Securities
Act.


 






    	3



    	 



    

 


(c) Certain Timing
Restrictions on Demand Registrations and the Mandatory Shelf Registration. The Company may, no more than one time in any twelve-month
period, postpone or withdraw for up to sixty (60) days the filing or the effectiveness of a Registration Statement for a Demand
Registration or the Mandatory Shelf Registration if, based on the good faith judgment of the Company’s board of directors,
such postponement or withdrawal is necessary in order to avoid premature disclosure of a matter the Company’s board of directors
has determined would not be in the best interest of the Company to be disclosed at such time; provided, however,
that in no event shall the Company withdraw a Registration Statement after such Registration Statement has been declared effective;
and provided, further, however, that upon any such determination by the Company’s board of directors,
the Initiating Holders requesting such Demand Registration shall be entitled to withdraw such request. The Company shall provide
written notice to the Initiating Holders requesting such Demand Registration of (i) any postponement or withdrawal of the
filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (ii) the Company’s decision to file
or seek effectiveness of such Registration Statement following such withdrawal or postponement and (iii) the effectiveness
of such Registration Statement.


 


(d) Underwritten
Offerings. If any of the Registrable Common Stock covered by a Demand Registration or the Mandatory Shelf Registration is to
be sold in an Underwritten Offering, the Initiating Holders in the case of a Demand Registration, or the Shelf Holders in the case
of the Mandatory Shelf Registration, shall have the right to select the managing underwriter(s) to administer the offering
subject to the approval of the Company, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, in no
event shall the Company be obligated to effect more than one (1) Underwritten Offering hereunder in any single six (6) month
period, with the first such period measured from the date of the first such offering and ending on the same date during the six
(6) months following such offering, whether or not a Business Day.


 


(e) Piggyback Registration.
(i) If, at any time that a Demand Registration could be requested by any Holders, the Company proposes to file a registration statement
on Form S-11 or such other form under the Securities Act providing for the public offering of shares of Common Stock (a “Follow-On
Registration Statement”), the Company shall notify each Holder and their direct and indirect transferees to the extent
they hold Registrable Common Stock of the filing (including notifying each such Holder of the identity of the managing underwriters
of such public offering), within five (5) Business Days after such filing, and afford each Holder an opportunity to include
in such Follow-On Registration Statement all or any part of the Registrable Common Stock then held by such Holder. Each Holder desiring
to include in any such Follow-On Registration Statement all or part of the Registrable Common Stock held by such Holder shall,
within five (5) days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such
notice shall inform the Company of the number of Registrable Common Stock such Holder wishes to include in such Follow-On Registration
Statement. Any election by any such Holder to include any Registrable Common Stock in such Follow-On Registration Statement will
not affect the inclusion of such Registrable Common Stock in the Mandatory Shelf Registration Statement or a Demand Registration
unless such Registrable Common Stock has been sold under the Follow-On Registration Statement. Notwithstanding anything to the
contrary set forth in this Section 2(e), neither Kevin Donlon, Donlon Family LLC or their successors and assigns shall have the
right to include in any such Follow-On Registration Statement all or any part of the Registrable Common Stock then held by such
Holder.


 






    	4



    	 



    

 


(ii) At any
time, the Company shall have the right to terminate or withdraw any Follow-On Registration Statement referred to in this Section
2(e) whether or not any Holder has elected to include Registrable Common Stock in such registration; provided, however,
the Company must provide each Holder that elected to include any Registrable Common Stock in such Follow-On Registration Statement
prompt written notice of such termination.


 


(iii) The
right of any such Holder’s Registrable Common Stock to be included in any Follow-On Registration Statement pursuant to this
Section 2(e) shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of
such Holder’s Registrable Common Stock in the Underwritten Offering to the extent provided herein. All Holders proposing
to distribute their Registrable Common Stock through such Underwritten Offering shall enter into an underwriting agreement in customary
form with the managing underwriters selected for such underwriting and complete and execute any questionnaires, powers of attorney,
indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish
to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided,
however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or
the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the underwriters.
Notwithstanding any other provision of this Agreement, if the managing underwriters of such Underwritten Offering determine in
good faith that marketing factors require a limitation on the number of shares to be included, then the managing underwriters may
exclude shares (including Registrable Common Stock) from the Follow-On Registration Statement and the Underwritten Offering and
any shares of Common Stock included in the Follow-On Registration Statement and the Underwritten Offering shall be allocated, first,
to the Company, and second, to each of the Holders requesting inclusion of their Registrable Common Stock in such Follow-On Registration
Statement on a pro rata basis based on the total number of Registrable Common Stock then held by each such Holder which is requesting
inclusion. If any Holder disapproves of the terms of any Underwritten Offering, such Holder may elect to withdraw therefrom by
written notice to the Company and the underwriter, delivered at least ten (10) Business Days prior to the effective date of
the Follow-On Registration Statement, provided, that if, in the opinion of counsel for the Company, such withdrawal
would necessitate a re-circulation of the Prospectus to investors, such Holder shall be required to deliver such written notice
at least twenty (20) Business Days prior to the effective date of the Follow-On Registration Statement. Any Registrable Common
Stock excluded or withdrawn from such Underwritten Offering shall be excluded and withdrawn from the Follow-On Registration Statement.


 






    	5



    	 



    

 


(iv) By electing
to include Registrable Common Stock in the Follow-On Registration Statement, each such electing Holder shall be deemed to have
agreed not to effect any sale or distribution of securities of the Company of the same or similar class or classes of the securities
included in the Follow-On Registration Statement, other than the Registrable Common Stock proposed to be sold pursuant to the Follow-On
Registration Statement, for a period of thirty (30) days following the effective date of the Follow-On Registration Statement.


 


Section 3. Limitations on Subsequent Registration
Rights.


 


From and after the
date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least 662⁄3% of the Registrable
Common Stock and their direct and indirect transferees, enter into any agreement with any holder or prospective holder of any securities
of the Company that would allow such holder or prospective holder to (i) include such securities in any registration unless,
under the terms of such agreement, such holder or prospective holder may include such securities in any such registration statement
filed by the Company only to the extent that the inclusion of such securities will not reduce the number of shares of Registrable
Common Stock of the Holders that are included or (ii) initiate a demand for registration of any securities held by such holder
or prospective holder during any period in which the Registration Statement relating to the Mandatory Shelf Registration is not
effective.


 


Section 4. Registration Procedures.


 


Whenever the Holders
request that any Registrable Common Stock be registered pursuant to this Agreement or the Mandatory Shelf Registration is required
to be provided, the Company shall use its reasonable best efforts to effect and maintain the registration and the sale of such
Registrable Common Stock in accordance with the intended methods of disposition thereof, and pursuant thereto the Company shall
as expeditiously as possible:


 


(a) prepare and file
with the SEC a Registration Statement with respect to such Registrable Common Stock in accordance with the filing requirements
set forth in paragraphs (a) and (b) of Section 2 hereof, subject to Section 2(c) hereof, and use its best efforts
to cause any such Registration Statement to become effective as soon as practicable thereafter; and before filing a Registration
Statement or Prospectus or any amendments or supplements thereto, furnish to the Holders of Registrable Common Stock covered by
such Registration Statement and the underwriter or underwriters, if any, copies of all such documents proposed to be filed, including,
if requested by such Holders, documents incorporated by reference in the Prospectus and, if requested by such Holders, the exhibits
incorporated or deemed incorporated by reference, and such Holders shall have the opportunity to object to any information pertaining
to such Holders that is contained therein and the Company will make the corrections reasonably requested by such Holders with respect
to such information prior to filing any Registration Statement or amendment thereto or any Prospectus or any supplement thereto;


 






    	6



    	 



    

 


(b) prepare and file
with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as
may be necessary to keep such Registration Statement effective, in the case of Demand Registration, for a period not less than
one hundred eighty (180) days, or such shorter period as is necessary to complete the distribution of the securities covered by
such Registration Statement and comply with the provisions of the Securities Act with respect to the disposition of all securities
covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Registration Statement;


 


(c) furnish to each
seller of Registrable Common Stock (without charge) such number of copies of such Registration Statement, each amendment and supplement
thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus) and such other documents
as such seller may reasonably request in order to facilitate the disposition of the Registrable Common Stock owned by such seller,
and the Company consents to the use of such Prospectus, including each preliminary Prospectus, by Holders of Registrable Common
Stock, in connection with the offering and sale of Registrable Common Stock covered by any such Prospectus;


 


(d) use its reasonable
best efforts to register or qualify such Registrable Common Stock under such other securities or blue sky laws of such jurisdictions
as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable
such seller to consummate the disposition in such jurisdictions of the Registrable Common Stock owned by such seller (provided,
that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise
be required to qualify but for this subparagraph (d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent
to general service of process in any such jurisdiction unless the Company is already subject to such service);


 


(e) notify each seller
of such Registrable Common Stock, at any time when a Prospectus relating thereto is required to be delivered under the Securities
Act, of the occurrence of any event as a result of which the Registration Statement, including the Prospectus contained therein,
contains an untrue statement of a material fact or omits any fact required to be stated therein or necessary to make the statements
therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such Registration
Statement so that, as thereafter delivered to the purchasers of such Registrable Common Stock, such Prospectus shall not contain
an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;


 


(f) in the case of
an Underwritten Offering, (i) enter into such customary agreements (including underwriting agreements in customary form),
(ii) take all such other actions as the Holders of a majority of number of shares of the Registrable Common Stock being sold
or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Common Stock,
including making executive officers of the Company available to participate in, and cause them to cooperate with the underwriters
in connection with, “road-show” and other customary marketing activities (including one-on-one meetings with prospective
purchasers of the Registrable Common Stock), (iii) cause to be delivered to the underwriters and the sellers, if any, opinions
of counsel to the Company in customary form, covering such matters as are customarily covered by opinions for an underwritten public
offering as the underwriters may request and addressed to the underwriters and the sellers and (iv) to the extent requested
by the managing underwriters of any such Underwritten Offering, cause to be delivered to such managing underwriters, customary
lock-up agreements of the Company and its officers and directors, in each case, for a period not to exceed thirty (30) days plus
any extensions necessary to comply with the rules and regulations of the Financial Industry Regulatory Authority, Inc.;


 






    	7



    	 



    

 


(g) subject to receipt
of reasonably acceptable confidentiality agreements, make available, for inspection by a representative of a seller of Registrable
Common Stock, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant
or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties
of the Company, and cause the Company’s officers, directors and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement;


 


(h) to use its reasonable
best efforts to cause all such Registrable Common Stock to be listed on each securities exchange on which securities of the same
class issued by the Company are then listed or, if no such similar securities are then listed, on a national securities exchange
selected by the Company;


 


(i) provide a transfer
agent and registrar for all such Registrable Common Stock and provide a CUSIP number for all such Registrable Common Stock not
later than the effective date of such Registration Statement;


 


(j) if requested, cause
to be delivered, immediately prior to the effectiveness of the Registration Statement (and, in the case of an Underwritten Offering,
at the time of delivery of any Registrable Common Stock sold pursuant thereto), letters from the Company’s independent certified
public accountants addressed to each selling Holder (unless such selling Holder does not provide to such accountants the appropriate
representation letter required by rules governing the accounting profession) and each underwriter, if any, stating that such
accountants are independent public accountants within the meaning of the Securities Act and the applicable rules and regulations
adopted by the SEC thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily
covered by letters of the independent certified public accountants delivered in connection with primary or secondary underwritten
public offerings, as the case may be;


 


(k) make generally
available to its stockholders a consolidated earnings statement (which need not be audited) for the twelve (12) months (or, if
applicable, such shorter period that the Company has been in existence) beginning after the effective date of a Registration Statement
as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy the requirements of an earnings
statement under Section 11(a) of the Securities Act and Rule 158 thereunder;


 






    	8



    	 



    

 


(l) cooperate with
each selling Holder of Registrable Common Stock and each underwriter participating in the disposition of such Registrable Common
Stock and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc.
and make reasonably available its employees and personnel and otherwise provide reasonable assistance to the underwriters (taking
into account the needs of the Company’s businesses and the requirements of the marketing process) in the marketing of Registrable
Common Stock in any Underwritten Offering;


 


(m) use its reasonable
best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the
suspension of the qualification of any of the Registrable Common Stock for sale in any jurisdiction and, if such an order or suspension
is issued, to use reasonable efforts to obtain the withdrawal of such order or suspension at the earliest possible moment and to
notify each seller of Registrable Common Stock being sold of the issuance of such order and the resolution thereof or its receipt
of actual notice of the initiation or threat of any proceeding for such purpose;


 


(n) promptly notify
each seller of Registrable Common Stock and the underwriter or underwriters, if any:


 


(i) when
the Registration Statement, pre-effective amendment, the Prospectus or any Prospectus supplement or post-effective amendment to
the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when
the same has become effective;


 


(ii) of any
written request by the SEC for amendments or supplements to the Registration Statement or Prospectus;


 


(iii) of
the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop
order suspending the effectiveness of the Registration Statement; and


 


(iv) of the
receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Common Stock
for sale under the applicable securities or blue sky laws of any jurisdiction;


 


(o) at all times after
the Company has filed a registration statement with the SEC pursuant to the requirements of either the Securities Act or the Exchange
Act, the Company shall file all reports and other documents required to be filed by it under the Securities Act and the Exchange
Act and the rules and regulations adopted by the SEC thereunder, and take such further action as any Holders may reasonably
request, all to the extent required to enable such Holders to be eligible to sell Registrable Common Stock pursuant to Rule 144
under the Securities Act (or any similar rule then in effect); and


 


(p) as a condition
to being included in any Registration Statement, the Company may require each seller of Registrable Common Stock as to which any
registration is being effected to furnish to the Company any other information regarding such seller and the distribution of such
securities as the Company may from time to time reasonably request in writing.


 






    	9



    	 



    

 


Each seller of Registrable Common Stock
agrees by having its stock treated as Registrable Common Stock hereunder that, upon notice of the happening of any event as a result
of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any material
fact necessary to make the statements therein not misleading (a “Suspension Notice”), such seller will forthwith
discontinue disposition of Registrable Common Stock until such seller is advised in writing by the Company that the use of the
Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by Section 4(e) hereof,
and, if so directed by the Company, such seller, at its option, either will destroy or deliver to the Company (at the Company’s
expense) all copies, other than permanent file copies then in such seller’s possession, of the Prospectus covering such Registrable
Common Stock current at the time of receipt of such notice; provided, however, that such postponement of sales of Registrable Common
Stock by the Holders shall not exceed thirty (30) days in the aggregate in any three-month period or ninety (90) days in the aggregate
in any one year, except as a result of a refusal by the SEC to declare any post-effective amendment to the Registration Statement
effective after the Company has used all commercially reasonable efforts to cause such post-effective amendment to be declared
effective, in which case the Company shall terminate the suspension of the use of the Registration Statement immediately following
the effective date of the post-effective amendment. If the Company shall give any notice to suspend the disposition of Registrable
Common Stock pursuant to a Prospectus, the Company shall extend the period of time during which the Company is required to maintain
the Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the
date of the giving of such notice to and including the date such seller either is advised by the Company that the use of the Prospectus
may be resumed or receives the copies of the supplemented or amended Prospectus. In any event, the Company shall not be entitled
to deliver more than three (3) Suspension Notices in any one year.


 


Section 5. Registration Expenses.


 


(a) All fees and expenses
incident to the Company’s performance of or compliance with this Agreement, including, without limitation, all registration
and filing fees, fees and expenses of compliance with securities or blue sky laws, listing application fees, printing, word processing,
telephone, messenger and delivery expenses, transfer agent’s and registrar’s fees, cost of distributing Prospectuses
in preliminary and final form as well as any supplements thereto, and fees and disbursements of counsel for the Company, one counsel
retained by the Holders of Registrable Common Stock and all independent certified public accountants and other Persons retained
by the Company (all such expenses being herein called “Registration Expenses”) (but not including any underwriting
discounts or commissions attributable to the sale of Registrable Common Stock or fees and expenses of more than one counsel representing
the Holders of Registrable Common Stock, which shall be borne by the Holders), shall be borne by the Company (whether or not any
Registration Statement is declared effective or any of the transactions described herein is consummated). In addition, the Company
shall pay its internal expenses, the expense of any annual audit or quarterly review, the expense of any liability insurance and
the expenses and fees for listing the securities to be registered on each securities exchange on which they are to be listed.


 


(b) In connection with
each registration initiated hereunder, the Company shall reimburse the Holders covered by such registration or sale for the reasonable
fees and disbursements of one law firm chosen by the Holders of a majority of the number of shares of Registrable Common Stock
included in such registration sale.


 






    	10



    	 



    

 


(c) The obligation
of the Company to bear the expenses described in Section 5(a) and to reimburse the Holders for the expenses described in Section
5(b) shall apply irrespective of whether a registration, once properly demanded, if applicable, becomes effective, is withdrawn
or suspended, is converted to another form of registration and irrespective of when any of the foregoing shall occur; provided,
however, that Registration Expenses for any Registration Statement withdrawn solely at the request of a Holder of Registrable Common
Stock (unless withdrawn following postponement of filing by the Company in accordance with Section 2 or any supplements or amendments
to a Registration Statement or Prospectus resulting from a misstatement furnished to the Company by a Holder shall be borne by
such Holder.


 


Section 6. Indemnification.


 


(a) The Company shall
indemnify and hold harmless, to the fullest extent permitted by law, each Holder, its officers, directors, managing partners or
members, its investment manager and Affiliates, employees and agents of such Holder, any underwriter (as defined in the Securities
Act) and each Person, if any, who controls such Holder (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) from and against all losses, claims, damages, liabilities, judgments and expenses (including, without limitation,
the reasonable fees and other expenses incurred in connection with any suit, action, investigation or proceeding or any claim asserted)
caused by, arising out of, in connection with or based upon, any untrue or alleged untrue statement of material fact contained
in any Registration Statement, Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus, in the
light of the circumstances under which they were made, not misleading or any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, applicable “blue sky” laws or any rule or regulation promulgated thereunder,
except insofar as the same are made in reliance and in conformity with information relating to such Holder furnished in writing
to the Company by such Holder expressly for use therein or caused by such Holder’s failure to deliver to such Holder’s
immediate purchaser a copy of the Prospectus or any amendments or supplements thereto (if the same was required by applicable law
to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the same.


 


(b) In connection with
any Registration Statement in which a Holder is or Holders are participating, each such Holder shall furnish to the Company in
writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement
or Prospectus and shall indemnify, to the fullest extent permitted by law, the Company, its officers, directors, Affiliates, and
each Person who “controls” the Company within the meaning of the Securities Act (excluding such Holder itself, if applicable),
against all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue or alleged untrue statement
of material fact contained in the Registration Statement, Prospectus or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the case of
the Prospectus, in the light of the circumstances under which they were made, not misleading, but only to the extent that the same
are made in reliance and in conformity with information relating to such Holder furnished in writing to the Company by such Holder
expressly for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy
of the Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after
the Company has furnished such Holder with a sufficient number of copies of the same; provided, however, that the
obligation to indemnify shall be several, not joint and several, among such Holders and the liability of each such Holder shall
be in proportion to and limited to the net amount received by such Holder from the sale of Registrable Common Stock pursuant to
such Registration Statement.


 






    	11



    	 



    

 


(c) Any Person entitled
to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks
indemnification and unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified
and indemnifying parties may exist with respect to such claim, such indemnifying party shall assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject
to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably
withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim
shall not be obligated to pay the fees and expenses of more than one counsel total for all parties indemnified by such indemnifying
party with respect to such claim, unless in the reasonable judgment of any indemnified party there may be one or more legal or
equitable defenses available to such indemnified party which are in addition to or may conflict with those available to another
indemnified party with respect to such claim. Failure to give prompt written notice shall not release the indemnifying party from
its obligations hereunder. No indemnifying party shall, without the prior written consent of the indemnified party, consent to
entry of any judgment or enter into any settlement or other compromise (i) which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim
or litigation or (ii) which includes any statement of admission of fault, culpability or failure to act by or on behalf of
such indemnified party.


 


(d) The indemnification
provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of
Registrable Common Stock or the termination of this Agreement.


 


(e) If the indemnification
provided for in or pursuant to this Section 6 is unavailable, unenforceable or insufficient to hold harmless any indemnified Person
in respect of any losses, claims, damages, liabilities or expenses referred to herein, then each applicable indemnifying party,
in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions
which result in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of the indemnifying party on the one hand and of the indemnified party on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the indemnifying party or by the indemnified party, and by each such party’s
respective intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding
anything herein to the contrary, in no event shall the liability of any selling Holder be greater in amount than the amount of
net proceeds received by such Holder upon such sale or the amount for which such indemnifying party would have been obligated to
pay by way of indemnification if the indemnification provided for under Section 6(a) or  6(b) hereof had been
available under the circumstances.


 






    	12



    	 



    

 


Section 7. Participation in Underwritten
Registrations.


 


No Person may participate
in any registration hereunder that is an Underwritten Offering unless such Person (a) agrees to sell such Person’s securities
on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements
and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, opinions,
lock-up agreements and other documents required under the terms of such underwriting arrangements.


 


Section 8. Rule 144.


 


The Company covenants
that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations
adopted by the SEC thereunder in accordance with the requirements of the Securities Act and the Exchange Act, and after consummation
of the IPO it will take such further action as any Holder may reasonably request to make available adequate current public information
with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act,
to the extent required to enable such Holder to sell Registrable Common Stock without registration under the Securities Act within
the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder,
the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.


 


Section 9. Miscellaneous.


 


(a) Notices.
All notices, requests and other communications to any party hereto hereunder shall be in writing (including facsimile or similar
writing) and shall be given,


 


If to the Company:


 


RiverBanc Multifamily Investors, Inc.




227 West Trade Street




Suite 900




Charlotte, North Carolina 28202




Attention: Chief Executive Officer



 






    	13



    	 



    

 


If to any Contributor:


 


To the address set forth on Schedule A


 


If to the Manager:


 


RiverBanc LLC



c/oRiverBanc Multifamily Investors, Inc.



227 West Trade Street



Suite 900



Charlotte, North Carolina 28202




Attention: Chief Executive Officer



 


If to a transferee
Holder, to the address of such Holder set forth in the transfer documentation provided to the Company;


 


or such other address
or facsimile number as any such party (or transferee) may hereafter specify for the purpose by notice to the other parties. Each
such notice, request or other communication shall be effective (a) if given by facsimile, when such facsimile is transmitted
to the facsimile number specified in this Section 9(a) and the appropriate facsimile confirmation is received or (b) if
given by any other means, when delivered at the address specified in this Section.


 


(b) No Waivers.
No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof
nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies herein provided shall be exclusive, unless otherwise provided by applicable law.


 


(c) Successors and
Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, it being understood that subsequent Holders of the Registrable Common Stock are intended third party beneficiaries
hereof.


 


(d) Governing Law.
This Agreement and the rights and obligations of the parties hereto under this Agreement shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York. Each of the parties hereto irrevocably submits to the exclusive
jurisdiction of the courts of the State of New York and the United States District Court for any district within such state for
the purpose of any action or judgment relating to or arising out of this Agreement or any of the transactions contemplated hereby
and to the laying of venue in such court.


 


(e) Jurisdiction.
Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with,
this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State
of New York, and each party hereto hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts
therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that
any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any
such suit, action or proceeding may be served on any party hereto anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party hereto agrees that service of process on such party as provided in
Section 9(a) shall be deemed effective service of process on such party.


 






    	14



    	 



    

 


(f) Waiver of Jury
Trial.


 


EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(g) Counterparts;
Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.


 


(h) Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter of this Agreement
and supersedes all prior agreements and understandings, both oral and written, between the parties hereto with respect to the transactions
contemplated herein. Other than as expressly provided in this Agreement, no provision of this Agreement or any other agreement
contemplated hereby is intended to confer on any Person other than the parties hereto any rights or remedies.


 


(i) Captions.
The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.


 


(j) Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance
of the transactions contemplated hereby is not affected in any manner materially adverse to any party or third party beneficiary
hereto. Upon such a determination, the parties and any applicable third party beneficiaries hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner
in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.


 


(k) Amendments.
The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given without the prior written consent of the Holders
of 66 2⁄3% of the Registrable Common Stock held by the Contributors and their direct and indirect transferees; provided,
that the consent or agreement of the Company shall be required with regard to any termination, amendment, modification or
supplement of, or waivers or consents to departures from, the terms hereof, which affect the Company’s obligations hereunder.


 


[Signature pages follow.]


 






    	15



    	 



    

 




IN WITNESS WHEREOF,
this Agreement has been duly executed by each party hereto as of the date first written above.



	 	 	 	 
	 	RIVERBANC MULTIFAMILY INVESTORS, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	RIVERBANC LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	CONTRIBUTORS:
	 	 	 	 
	 	 	NEW YORK MORTGAGE TRUST, INC.
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	 	JMP HOLDING LLC
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	 	DONLON FAMILY LLC
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:


 






    	16



    	 



    

 



SCHEDULE A


 


CONTRIBUTORS


	 	 
	Contributors	Address
	 	 
	New York Mortgage Trust, Inc. 	275 Madison Avenue
	 	Suite 3200
	 	New York, NY 10016
	 	 
	JMP Holding LLC	600 Montgomery Street
	 	Suite 1100
	 	San Francisco, CA 94111
	 	 
	Donlon Family LLC	c/o Kevin Donlon
	 	227 West Trade Street
	 	Suite 900
	 	Charlotte, NC 28202