Exhibit 10.5


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT (“Agreement”)
is made and entered into as of the _____ day of _________, 2015, by and between RiverBanc Multifamily Investors, Inc., a Maryland
corporation (the “Company”), and ________________________ (“Indemnitee”).


 


WHEREAS, at the request of the Company,
Indemnitee currently serves as [a director] [and] [an officer] of the Company and may, therefore, be subjected to claims,
suits or proceedings arising as a result of such service;


 


WHEREAS, as an inducement to Indemnitee
to serve or continue to serve in such capacity, the Company has agreed to indemnify Indemnitee and to advance expenses and costs
incurred by Indemnitee in connection with any such claims, suits or proceedings, to the maximum extent permitted by law; and


 


WHEREAS, the parties by this Agreement desire
to set forth their agreement regarding indemnification and advance of expenses;


 


NOW, THEREFORE, in consideration of the
premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1. Definitions. For purposes
of this Agreement:


 


(a) “Change in Control”
means and includes each of the following:


 


(1) The acquisition, either directly
or indirectly, by any individual, entity or group (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange
Act), of more than 50% of either (i) the then outstanding shares of the Company’s common stock, $0.01 par value per share
(the “Common Stock”), taking into account as outstanding for this purpose such shares of Common Stock issuable upon
the exercise of options or warrants, the conversion of convertible shares or debt, and the exercise of any similar right to acquire
such Common Stock (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting
Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control (i) any
acquisition by the Company or any of its subsidiaries or by the Manager or any of its Affiliates, (ii) any acquisition by a trustee
or other fiduciary holding the Company’s securities under an employee benefit plan sponsored or maintained by the Company
or any of its Affiliates, (iii) any acquisition by an underwriter, initial purchaser or placement agent temporarily holding the
Company’s securities pursuant to an offering of such securities or (iv) any acquisition by an entity owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as their ownership of the then Outstanding Company Common
Stock.


 






    	 



    	 



    

 


(2) Individuals who constitute Incumbent
Directors at the beginning of any two-consecutive-year period, together with any new Incumbent Directors who become members of
the Board during such two-year period, cease to be a majority of the Board at the end of such two-year period.


 


(3) The consummation of a reorganization,
merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the
approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a
“Business Combination”), in each case, unless following such Business Combination:


 


(i) the individuals and entities
who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination, beneficially
own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote
generally in the election of members of the board of directors (or the analogous governing body) of the entity resulting from such
Business Combination (the “Successor Entity”) (or, if applicable, the ultimate parent entity that directly or indirectly
has beneficial ownership of sufficient voting securities to elect a majority of the members of the board of directors (or the analogous
governing body) of the Successor Entity (the “Parent Company”));


 


(ii) no person (other than any
employee benefit plan sponsored or maintained by the Successor Entity or the Parent Company) beneficially owns (within the meaning
of Rule 13d-3 under the Exchange Act), directly or indirectly, more than 50% of the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of members of the board of directors (or the analogous governing body)
of the Parent Company (or, if there is no Parent Company, the Successor Entity); and


 


(iii) at least a majority of the
members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the
Successor Entity) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s
approval of the execution of the initial agreement providing for such Business Combination;


 


(4) The direct or indirect sale,
transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the properties or assets of the Company and its subsidiaries, taken as a whole, to any person that
is not a subsidiary of the Company.


 






    	-2-



    	 



    

 


(b) “Corporate Status”
means the status of a person as a present or former director, officer, employee or agent of the Company or as a director, trustee,
officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership,
limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in
such capacity at the request of the Company. As a clarification and without limiting the circumstances in which Indemnitee may
be serving at the request of the Company, service by Indemnitee shall be deemed to be at the request of the Company: (i) if Indemnitee
serves or served as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any corporation,
partnership, limited liability company, joint venture, trust or other enterprise (1) of which a majority of the voting power or
equity interest is or was owned directly or indirectly by the Company or (2) the management of which is controlled directly or
indirectly by the Company and (ii) if, as a result of Indemnitee’s service to the Company or any of its affiliated entities,
Indemnitee is subject to duties by, or required to perform services for, an employee benefit plan or its participants or beneficiaries,
including as deemed fiduciary thereof.


 


(c) “Disinterested Director”
means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification and/or advance
of Expenses is sought by Indemnitee.


 


(d) “Effective Date”
means the date set forth in the first paragraph of this Agreement.


 


(e) “Expenses” means
any and all reasonable and out-of-pocket attorneys’ fees and costs, retainers, court costs, arbitration and mediation costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed
receipt of any payments under this Agreement, ERISA excise taxes and penalties and any other disbursements or expenses incurred
in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness
in or otherwise participating in a Proceeding. Expenses shall also include Expenses incurred in connection with any appeal resulting
from any Proceeding including, without limitation, the premium, security for and other costs relating to any cost bond, supersedeas
bond or other appeal bond or its equivalent.


 


(f) “Incumbent Directors”
means individuals elected to the Board of Directors (either by a specific vote or by approval of the proxy statement of the Company
in which such person is named as a nominee for director without objection to such nomination) and whose election or nomination
for election to the Board of Directors was approved by a vote of at least two-thirds of the directors serving on the Board of Directors
at the time of the election or nomination, as applicable, shall be an Incumbent Director.


 


(g) “Independent Counsel”
means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither is, nor in the past
five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other
than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements),
or (ii) any other party to or participant or witness in the Proceeding giving rise to a claim for indemnification or advance
of Expenses hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either
the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 






    	-3-



    	 



    

 


(h) “Proceeding” means
any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing, claim, demand, discovery request or any other actual, threatened or completed proceeding, whether brought
by or in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal,
administrative or investigative (formal or informal) nature, including any appeal therefrom, except one pending or completed on
or before the Effective Date, unless otherwise specifically agreed in writing by the Company and Indemnitee. If Indemnitee reasonably
believes that a given situation may lead to or culminate in the institution of a Proceeding, such situation shall also be considered
a Proceeding.


 


Section 2. Services by Indemnitee.
Indemnitee will serve in the capacity or capacities set forth in the first WHEREAS clause above. However, this Agreement shall
not impose any independent obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company. This
Agreement shall not be deemed an employment contract between the Company (or any other entity) and Indemnitee.


 


Section 3. General. The Company shall
indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the maximum extent
permitted by Maryland law in effect on the Effective Date and as amended from time to time; provided, however, that no change in
Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law as in effect
on the Effective Date. The rights of Indemnitee provided in this Section 3 shall include, without limitation, the rights set forth
in the other sections of this Agreement, including any additional indemnification permitted by the Maryland General Corporation
Law (the “MGCL”), including, without limitation, Section 2-418 of the MGCL.


 


Section 4. Standard for Indemnification.
If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the
Company shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually
and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless it is established
that (a) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (i) was committed
in bad faith or (ii) was the result of active and deliberate dishonesty, (b) Indemnitee actually received an improper
personal benefit in money, property or services or (c) in the case of any criminal Proceeding, Indemnitee had reasonable cause
to believe that Indemnitee’s conduct was unlawful.


 


 






    	-4-



    	 



    

 





Section 5. Certain Limits on Indemnification.
 Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to:


 



(a) indemnification hereunder
if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged, in a final adjudication of the Proceeding
not subject to further appeal, to be liable to the Company;


 


(b) indemnification hereunder
if Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable on the basis that
personal benefit was improperly received in any Proceeding charging improper personal benefit to Indemnitee, whether or not involving
action in the Indemnitee’s Corporate Status; or


 


(c) indemnification or advance
of Expenses hereunder if the Proceeding was brought by Indemnitee, unless: (i) the Proceeding was brought to enforce indemnification
under this Agreement, and then only to the extent in accordance with and as authorized by Section 12 of this Agreement, or (ii) the
Company’s charter or Bylaws, a resolution of the stockholders entitled to vote generally in the election of directors or
of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide
otherwise.


 


Section 6. Court-Ordered Indemnification.
Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of Indemnitee and
such notice as the court shall require, may order indemnification of Indemnitee by the Company in the following circumstances:


 


(a) if such court determines that
Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which
case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or


 


(b) if such court determines that
Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not Indemnitee
(i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt
of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the court shall
deem proper without regard to any limitation on such court-ordered indemnification contemplated by Section 2-418(d)(2)(ii) of the
MGCL.


 


Section 7. Indemnification for Expenses
of an Indemnitee Who is Wholly or Partially Successful. Notwithstanding any other provision of this Agreement, and without
limiting any such provision, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, made a
party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of
such Proceeding, the Company shall indemnify Indemnitee for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise,
as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee under
this Section 7 for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with
each such claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Section 7 and, without
limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be
deemed to be a successful result as to such claim, issue or matter.


 






    	-5-



    	 



    

 


Section 8. Advance of Expenses for Indemnitee.
If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the
Company shall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder,
advance all Expenses incurred by or on behalf of Indemnitee in connection with such Proceeding. The Company shall make such advance
within ten days after the receipt by the Company of a statement or statements requesting such advance from time to time, whether
prior to or after final disposition of such Proceeding and may be in the form of, in the reasonable discretion of the Indemnitee
(but without duplication) (a) payment of such Expenses directly to third parties on behalf of Indemnitee, (b) advance of funds
to Indemnitee in an amount sufficient to pay such Expenses or (c) reimbursement to Indemnitee for Indemnitee’s payment of
such Expenses. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or
be preceded or accompanied by a written affirmation by Indemnitee and a written undertaking by or on behalf of Indemnitee, in substantially
the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of
the execution thereof. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in
the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section
8 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s
financial ability to repay such advanced Expenses and without any requirement to post security therefor.


 


Section 9. Indemnification and Advance
of Expenses as a Witness or Other Participant. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
is or may be, by reason of Indemnitee’s Corporate Status, made a witness or otherwise asked to participate in any Proceeding,
whether instituted by the Company or any other person, and to which Indemnitee is not a party, Indemnitee shall be advanced and
indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith
within ten days after the receipt by the Company of a statement or statements requesting any such advance or indemnification from
time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence
the Expenses incurred by Indemnitee. In connection with any such advance of Expenses, the Company may require Indemnitee to provide
an undertaking and affirmation substantially in the form attached hereto as Exhibit A.


 


Section 10.Procedure for Determination
of Entitlement to Indemnification.


 


(a) To obtain indemnification under this
Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information
as is reasonably available to Indemnitee and is reasonably necessary or appropriate to determine whether and to what extent Indemnitee
is entitled to indemnification. Indemnitee may submit one or more such requests from time to time and at such time(s) as Indemnitee
deems appropriate in Indemnitee’s sole discretion. The officer of the Company receiving any such request from Indemnitee
shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has
requested indemnification.


 






    	-6-



    	 



    

 


(b) Upon written request by Indemnitee for
indemnification pursuant to Section 10(a) above, a determination, if required by applicable law, with respect to Indemnitee’s
entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control has occurred, by Independent Counsel,
in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, which Independent Counsel shall
be selected by the Indemnitee and approved by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL, which
approval shall not be unreasonably withheld; or (ii) if a Change in Control has not occurred, (A) by a majority vote of the
Disinterested Directors or, by the majority vote of a group of Disinterested Directors designated by the Disinterested Directors
to make the determination, (B) if Independent Counsel has been selected by the Board of Directors in accordance with Section 2-418(e)(2)(ii)
of the MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld or delayed, by Independent Counsel,
in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee or (C) if so directed by the Board
of Directors, by the stockholders of the Company, other than directors or officers who are parties to the Proceeding. If it is
so determined that Indemnitee is entitled to indemnification, the Company shall make payment to Indemnitee within ten days after
such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s
entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation
or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary or appropriate to such determination in the discretion of the Board of Directors or Independent Counsel if
retained pursuant to clause (ii)(B) of this Section 10(b). Any Expenses incurred by Indemnitee in so cooperating with the person,
persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefrom.


 


(c) The Company shall pay the reasonable
fees and expenses of Independent Counsel, if one is appointed.


 


Section 11.Presumptions and Effect
of Certain Proceedings.


 


(a) In making any determination with respect
to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee
is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with
Section 10(a) of this Agreement, and the Company shall have the burden of overcoming that presumption in connection with the
making of any determination contrary to that presumption.


 


(b) The termination of any Proceeding or
of any claim, issue or matter therein, by judgment, order, settlement or conviction, upon a plea of nolo contendere or its
equivalent, or entry of an order of probation prior to judgment, does not create a presumption that Indemnitee did not meet the
requisite standard of conduct described herein for indemnification.


 


(c) The knowledge and/or actions, or failure
to act, of any other director, officer, employee or agent of the Company or any other director, trustee, officer, partner, manager,
managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company,
joint venture, trust, employee benefit plan or other enterprise shall not be imputed to Indemnitee for purposes of determining
any other right to indemnification under this Agreement.


 






    	-7-



    	 



    

 


Section 12. Remedies of Indemnitee.


 


(a) If (i) a determination is made
pursuant to Section 10(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advance
of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement, (iii) no determination of entitlement to indemnification
shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt by the Company of the request for
indemnification, (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this Agreement within ten days
after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to any other section
of this Agreement or the charter or Bylaws of the Company is not made within ten days after a determination has been made that
Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court located in the
State of Maryland, or in any other court of competent jurisdiction, or in an arbitration conducted by a single arbitrator pursuant
to the Commercial Arbitration Rules of the American Arbitration Association, of Indemnitee’s entitlement to indemnification
or advance of Expenses. Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days
following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided,
however, that the foregoing clause shall not apply to a proceeding brought by Indemnitee to enforce Indemnitee’s rights under
Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws
rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication
or award in arbitration.


 


(b) In any judicial proceeding or arbitration
commenced pursuant to this Section 12, Indemnitee shall be presumed to be entitled to indemnification or advance of Expenses,
as the case may be, under this Agreement and the Company shall have the burden of proving that Indemnitee is not entitled to indemnification
or advance of Expenses, as the case may be. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 12,
Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 8 of this Agreement until a final
determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have
been exhausted or lapsed). The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are
not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound
by all of the provisions of this Agreement.


 


(c) If a determination shall have been made
pursuant to Section 10(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by
such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,
in connection with the request for indemnification that was not disclosed in connection with the determination.


 






    	-8-



    	 



    

 


(d) In the event that Indemnitee is successful
in seeking, pursuant to this Section 12, a judicial adjudication of or an award in arbitration to enforce Indemnitee’s rights
under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall
be indemnified by the Company for, any and all Expenses actually and reasonably incurred by Indemnitee in such judicial adjudication
or arbitration. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part
but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial
adjudication or arbitration shall be appropriately prorated.


 


(e) Interest shall be paid by the Company
to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings Article of the
Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period (i) commencing with either
the tenth day after the date on which the Company was requested to advance Expenses in accordance with Sections 8 or 9 of this
Agreement or the 60th day after the date on which the Company was requested to make the determination of entitlement
to indemnification under Section 10(b) of this Agreement, as applicable, and (ii) ending on the date such payment is made to Indemnitee
by the Company.


 


Section 13. Defense of the Underlying
Proceeding.


 


(a) Indemnitee shall notify the Company
promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request or other document relating
to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder and shall include with
such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding. The failure to
give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee,
to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding
or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the
Company is thereby actually so prejudiced.


 


(b) Subject to the provisions of the last
sentence of this Section 13(b) and of Section 13(c) below, the Company shall have the right to defend Indemnitee in any
Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify Indemnitee of any
such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section 13(a) above.
The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent
to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission
of fault of Indemnitee, (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability
in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee, or (iii) would
impose any Expense, judgment, fine, penalty or limitation on Indemnitee. This Section 13(b) shall not apply to a Proceeding
brought by Indemnitee under Section 12 of this Agreement.


 






    	-9-



    	 



    

 


(c) Notwithstanding the provisions of Section
13(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee
reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld
or delayed, that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent
with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion of counsel approved
by the Company, which approval shall not be unreasonably withheld or delayed, that an actual or apparent conflict of interest or
potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense
of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s
choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense
of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that
the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding
to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right
to retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be unreasonably
withheld or delayed, at the expense of the Company (subject to Section 12(d) of this Agreement), to represent Indemnitee in
connection with any such matter.


 


Section 14. Non-Exclusivity; Survival
of Rights; Subrogation.


 


(a) The rights
of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a resolution
of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless
consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, this Agreement
or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken
or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal, regardless
of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal.
No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right or remedy shall
be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment
of any other right or remedy.


  


(b) In the event of any payment under this
Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall
execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary
to enable the Company to bring suit to enforce such rights.


 






    	-10-



    	 



    

 


Section 15. Insurance.


 


(a) The Company will use its reasonable
best efforts to acquire directors and officers liability insurance, on terms and conditions deemed appropriate by the Board of
Directors, with the advice of counsel, covering Indemnitee or any claim made against Indemnitee by reason of Indemnitee’s
Corporate Status and covering the Company for any indemnification or advance of Expenses made by the Company to Indemnitee for
any claims made against Indemnitee by reason of Indemnitee’s Corporate Status. In the event of a Change in Control, the Company
shall maintain in force any and all directors and officers liability insurance policies that were maintained by the Company immediately
prior to the Change in Control for a period of six years with the insurance carrier or carriers and through the insurance broker
in place at the time of the Change in Control; provided, however, (i) if the carriers will not offer the same policy and an expiring
policy needs to be replaced, a policy substantially comparable in scope and amount shall be obtained and (ii) if any replacement
insurance carrier is necessary to obtain a policy substantially comparable in scope and amount, such insurance carrier shall have
an AM Best rating that is the same or better than the AM Best rating of the existing insurance carrier; provided, further, however,
in no event shall the Company be required to expend in the aggregate in excess of 250% of the annual premium or premiums paid by
the Company for directors and officers liability insurance in effect on the date of the Change in Control. In the event that 250%
of the annual premium paid by the Company for such existing directors and officers liability insurance is insufficient for such
coverage, the Company shall spend up to that amount to purchase such lesser coverage as may be obtained with such amount.


 


(b) Without in any way limiting any other
obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee which would otherwise be
indemnifiable hereunder arising out of the amount of any deductible or retention and the amount of any excess of the aggregate
of all judgments, penalties, fines, settlements and Expenses incurred by Indemnitee in connection with a Proceeding over the coverage
of any insurance referred to in Section 15(a). The purchase, establishment and maintenance of any such insurance shall not in any
way limit or affect the rights or obligations of the Company or Indemnitee under this Agreement except as expressly provided herein,
and the execution and delivery of this Agreement by the Company and the Indemnitee shall not in any way limit or affect the rights
or obligations of the Company under any such insurance policies. If, at the time the Company receives notice from any source of
a Proceeding to which Indemnitee is a party or a participant (as a witness or otherwise) the Company has director and officer liability
insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures
set forth in the respective policies.


 


(c) The Indemnitee shall cooperate with
the Company or any insurance carrier of the Company with respect to any Proceeding.


 


Section 16. Coordination of Payments.
The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or payable or reimbursable
as Expenses hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy,
contract, agreement or otherwise.


 






    	-11-



    	 



    

 


Section 17. Contribution. If the
indemnification provided in this Agreement is unavailable in whole or in part and may not be paid to Indemnitee for any reason,
other than for failure to satisfy the standard of conduct set forth in Section 4 or due to the provisions of Section 5, then, in
respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to
the fullest extent permissible under applicable law, the Company, in lieu of indemnifying and holding harmless Indemnitee, shall
pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, penalties, and/or amounts
paid or to be paid in settlement, in connection with any Proceeding without requiring Indemnitee to contribute to such payment,
and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.


 


Section 18. Reports to Stockholders.
To the extent required by the MGCL, the Company shall report in writing to its stockholders the payment of any amounts for indemnification
of, or advance of Expenses to, Indemnitee under this Agreement arising out of a Proceeding by or in the right of the Company with
the notice of the meeting of stockholders of the Company next following the date of the payment of any such indemnification or
advance of Expenses or prior to such meeting.


 


Section 19. Duration of Agreement; Binding
Effect.


 


(a) This Agreement shall continue
until and terminate on the later of (i) the date that Indemnitee shall have ceased to serve as a director, officer, employee
or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or
agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company,
joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request
of the Company and (ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding (including any rights
of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement).


 


(b) The indemnification and advance
of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto
and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise
to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be
a director, officer, employee or agent of the Company or a director, trustee, officer, partner, manager, managing member, fiduciary,
employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee
benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company, and shall inure
to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal
representatives.


 


(c) The Company shall require
and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all
or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to
Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform if no such succession had taken place.


 






    	-12-



    	 



    

 


(d) The Company and Indemnitee
agree that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of
proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee
may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual
damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded
from seeking or obtaining any other relief to which Indemnitee may be entitled. Indemnitee shall further be entitled to such specific
performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without
the necessity of posting bonds or other undertakings in connection therewith. The Company acknowledges that, in the absence of
a waiver, a bond or undertaking may be required of Indemnitee by a court, and the Company hereby waives any such requirement of
such a bond or undertaking.


 


Section 20. Severability. If any
provision or provisions of this Agreement shall be held to be invalid, void, illegal or otherwise unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without
limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid,
illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby
and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed
to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to
the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph
or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


Section 21. Counterparts. This Agreement
may be executed in one or more counterparts, (delivery of which may be by facsimile, or via e-mail as a portable document format
(.pdf) or other electronic format), each of which will be deemed to be an original and it will not be necessary in making proof
of this agreement or the terms of this Agreement to produce or account for more than one such counterpart. One such counterpart
signed by the party against whom enforceability is sought shall be sufficient to evidence the existence of this Agreement.


 


Section 22. Headings. The headings
of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement
or to affect the construction thereof.


 


Section 23. Modification and Waiver.
No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.
No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor, unless otherwise expressly stated, shall such waiver constitute a continuing waiver.


 






    	-13-



    	 



    

 


Section 24. Notices. All notices,
requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered
by hand and receipted for by the party to whom said notice or other communication shall have been directed, on the day of such
delivery, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on
which it is so mailed:


 


(a) If to Indemnitee, to the address
set forth on the signature page hereto.


 


(b) If to the Company, to:


 


RiverBanc Multifamily Investors, Inc. 


227 West Trade Street 


Suite 900 


Charlotte, North Carolina 28202


  


or to such other address as may have been furnished in writing
to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


  


Section 25. Governing Law. This Agreement
shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without regard to its conflicts
of laws rules.


 


[SIGNATURE PAGE FOLLOWS]


 






    	-14-



    	 



    

 





IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above written.


 





	 	COMPANY:
	 	 	 
	 	RIVERBANC MULTIFAMILY INVESTORS, INC.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	Name:
	 	Address:






 






    	-15-



    	 



    

 




EXHIBIT A


 


AFFIRMATION
AND UNDERTAKING TO REPAY EXPENSES ADVANCED


 


To: The Board of Directors of RiverBanc Multifamily Investors,
Inc.



 


Re: Affirmation and Undertaking



 


Ladies and Gentlemen:



 


This Affirmation and Undertaking is being
provided pursuant to that certain Indemnification Agreement dated the _____ day of ______________, 20____, by and between RiverBanc
Multifamily Investors, Inc., a Maryland corporation (the “Company”), and the undersigned Indemnitee (the “Indemnification
Agreement”), pursuant to which I am entitled to advance of Expenses in connection with [Description of Proceeding]
(the “Proceeding”).


 


Terms used herein and not otherwise defined
shall have the meanings specified in the Indemnification Agreement.


 


I am subject to the Proceeding by reason
of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. I hereby affirm my good faith belief
that at all times, insofar as I was involved as [a director] [and] [an officer] of the Company, in any of
the facts or events giving rise to the Proceeding, I (1) did not act with bad faith or active or deliberate dishonesty, (2) did
not receive any improper personal benefit in money, property or services and (3) in the case of any criminal proceeding, had
no reasonable cause to believe that any act or omission by me was unlawful.


 


In consideration of the advance by the Company
for Expenses incurred by me in connection with the Proceeding (the “Advanced Expenses”), I hereby agree that if, in
connection with the Proceeding, it is established that (1) an act or omission by me was material to the matter giving rise
to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or (2) I
actually received an improper personal benefit in money, property or services or (3) in the case of any criminal proceeding,
I had reasonable cause to believe that the act or omission was unlawful, then I shall promptly reimburse the portion of the Advanced
Expenses relating to the claims, issues or matters in the Proceeding as to which the foregoing findings have been established.


 


IN WITNESS WHEREOF, I have executed this
Affirmation and Undertaking on this ___ day of ____________________, 20____.


 





	 	Name: