Exhibit 10.7


 


 



 


LIMITED LIABILITY COMPANY AGREEMENT


 


OF


 


BR CWS 2017 Portfolio
JV, LLC


 


A DELAWARE LIMITED LIABILITY COMPANY


 


DATED AS OF MARCH 22, 2017


 

 


 




     


     


    

 


LIMITED LIABILITY COMPANY AGREEMENT

OF

BR CWS 2017 PORTFOLIO JV, LLC


 


THIS LIMITED LIABILITY
COMPANY AGREEMENT of BR CWS 2017 PORTFOLIO JV, LLC (“JV” or “Company”) is made
and entered into and is effective as of March 9, 2017, by and between BR CWS Portfolio Member, LLC, a Delaware limited
liability company (“Bluerock”), CWS 2017 Portfolio, LLC, a Delaware limited liability company (“CWS”)
and CWS 2017 Portfolio PM, LLC, a Delaware limited liability company (“Promote Member”) (this “Agreement”).
Capitalized terms used herein shall have the meanings ascribed to such terms in this Agreement.


 


Effective as of March 9,
2017, the Members, by execution of this Agreement, hereby form the Company as a limited liability company pursuant to and in accordance
with the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seq.), as amended from time to time (the “Act”),
and this Agreement; and the Members hereby agree as follows:


 


Section 1.             Definitions.
As used in this Agreement:


 


“Act”
shall have the meaning provided in the second paragraph of this Agreement.


 


“Additional
Capital Contributions” shall mean the additional Capital Contributions made by a Member pursuant to the terms of Section 5.2(a).


 


“Affiliate”
shall mean with respect to any Person (i) more than ten percent (10%) of the issued and outstanding stock of which, or more
than ten percent (10%) of the ownership interests of which, is owned, directly or indirectly, by a Person, including a Member,
(ii) that now or hereafter owns, directly or indirectly, more than a ten percent (10%) ownership interest in a Person, including
the Company or in any Member, (iii) any agent, trustee, officer, director, employee, partner, member, manager or shareholder
or member of the family of such Person (or any member of the family of any such agent, trustee, officer, director, employee, partner,
member, manager or shareholder) or (iv) any corporation, partnership, limited liability company, trust or other entity 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”)
means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise. The term “family” shall be deemed to
include spouses, children, parents, brothers and sisters, and the spouse, children, parents, brothers and sisters of such spouse’s
children, parents, brothers and sisters.


 


“Agreed Upon
Value” shall mean the fair market value (net of any liability secured by any such property that the Company assumes or
takes subject to) agreed upon pursuant to a written agreement between the Members of property contributed by a Member to the capital
of the Company, which shall for all purposes hereunder be deemed to be the amount of the Capital Contribution applicable to such
property contributed.


 




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“Agreement”
shall mean this Limited Liability Company Agreement, as amended from time to time.


 


“Alternate Structure”
shall have the meaning set forth in Section 15.1(h).


 


“Applicable
Adjustment Percentage” shall have the meaning set forth in Section 5.2(b)(3).


 


“Bankruptcy
Code” shall mean Title 11 of the United States Code, as amended or any other applicable bankruptcy or insolvency statute
or similar law.


 


“Bankruptcy/Dissolution
Event” shall mean, with respect to the affected party, (i) the entry of an Order for Relief under the Bankruptcy
Code, (ii) the admission by such party of its inability to pay its debts as they mature, (iii) the making by it of an
assignment for the benefit of creditors generally, (iv) the filing by it of a petition in bankruptcy or a petition for relief
under the Bankruptcy Code or any other applicable federal or state bankruptcy or insolvency statute or any similar law, (v) the
expiration of sixty (60) days after the filing of an involuntary petition under the Bankruptcy Code without such petition being
vacated, set aside or stayed during such period, (vi) an application by such party for the appointment of a receiver for the
assets of such party, (vii) an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its
debts under any other federal or state insolvency law, provided that the same shall not have been vacated, set aside or stayed
within sixty (60) days after filing, (viii) the imposition of a judicial or statutory lien on all or a substantial part of
its assets unless such lien is discharged or vacated or the enforcement thereof stayed within sixty (60) days after its effective
date, (ix) an inability to meet its financial obligations as they accrue, or (x) a dissolution or liquidation.


 


“Base Management
Fee” shall have the meaning provided in Section 9.7.


 


“Beneficial
Owner” shall have the meaning provided in Section 5.7.


 


“Bluerock”
shall have the meaning provided in the first paragraph of this Agreement.


 


“Bluerock Transferee”
shall have the meaning set forth in Section 12.2(b)(2).


 


“BR Credit Support
Claim” shall mean any claim by a Lender under any Credit Support arising solely from the acts or omissions of Bluerock
and/or its Affiliates.


 


“BR Major Decisions”
shall mean the following decisions, which Bluerock shall have the unilateral right to cause the Company to take, or refrain from
taking, subject to the limitations set forth in Section 5.7, Section 9.7, Section 9.10, of
this Agreement:


 


		(i)	any merger, conversion or consolidation involving the Company
or any Owner or the sale, lease, transfer, exchange or other disposition of any Property and/or all or substantially all of the
Company’s assets, in one or a series of related transactions, and any selling, conveying or effecting any other direct or
indirect transfer (excluding any direct or indirect Transfer of Interests) of any Property, Owner or other material asset of the
Company or any portion thereof or the entering into of any agreement, commitment or assumption with respect to any of the foregoing
(in each case, a “BR Sale”);



 




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		(ii)	giving, granting or undertaking any options, rights of
first refusal, deeds of trust, mortgages, pledges, ground leases, security or other interests in or encumbering any Property,
any portion thereof or any other material assets, and amending, modifying, recasting, refinancing or replacing any financing to
which the Company (except for a Default Loan) or any Owner is a party or which encumbers any Property or any portion thereof (in
each case, a “BR Financing”);



 


		(iii)	the sale, transfer or exchange of all or any portion of
the Property as part of a 1031 exchange as contemplated in Section 9.2(i);



 


		(iv)	terminating the Management Agreement for Cause or issuing
a notice of default pursuant to the Management Agreement; provided, however, that any such termination shall be
subject to the terms of the documents relating to the Loan and the Management Agreement; and



 


		(v)	approving and/or adopting any Budget, including, without
limitation, any Budget for an Owner.



 


		(vi)	Entering into any corporate housing agreement with an Affiliate
of CWS (the “Corporate Housing Agreement”).



 


For the avoidance
of doubt, Due Care shall not apply to Bluerock with regard to Bluerock making any BR Major Decision, which Bluerock shall have
the right to make in its sole discretion, in accordance with its own self-interest and without any duty owed to the other Members
in connection therewith; provided, however, Due Care will apply to the implementation of any BR Major Decision which
Bluerock has decided to undertake.


 


“BR REIT”
shall mean Bluerock Residential Growth REIT, Inc., a Maryland corporation.


 


“BR Growth”
shall mean Bluerock Growth Fund, LLC, a Delaware limited liability company.


 


“BR Growth II”
shall mean Bluerock Growth Fund II, LLC, a Delaware limited liability company.


 


“BR SOIF II”
shall mean Bluerock Special Opportunity + Income Fund II, LLC, a Delaware limited liability company.


 




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“BR SOIF III”
shall mean Bluerock Special Opportunity + Income Fund III, LLC, a Delaware limited liability company.


 


“Budget”
shall mean an estimate of receipts and expenditures for the operation of any Property during a Fiscal Year, including a schedule
of expected apartment rentals and concessions (excluding security deposits, other refundable deposits, SureDeposits and other similar
bonds) for the Fiscal Year, and an estimate of capital expenditures (as defined by generally accepted accounting principles, consistently
applied), which consist of capital replacements, substitutions, repairs and additions for any Property (other than routine repairs
and maintenance) for the Fiscal Year, as shall be prepared by the Property Manager and approved by any Owner as further described
in Section 9.3.


 


“Capital Account”
shall have the meaning provided in Section 5.6.


 


“Capital Contribution”
shall mean, with respect to any Member, the aggregate amount of (i) cash, and (ii) the Agreed Upon Value of other property
contributed by such Member to the capital of the Company net of any liability secured by such property that the Company assumes
or takes subject to.


 


“Capital Proceeds”
means funds of the Company arising from a Capital Transaction, less any cash which is applied to (i) the payment of costs
and expenses relating to such Capital Transaction, (ii) the repayment of debt of the Company, (iii) the repair, restoration
or other improvement of assets of the Company which is required under any contractual obligation of the Company in connection with
such Capital Transaction, and (iv) the establishment of reserves as determined by the Management Committee. “Capital
Proceeds” shall also mean any of the foregoing which are received by a Subsidiary or other Person in which the Company
is a member, partner or investor or in which the Company otherwise has an interest, to the extent received by the Company as dividends
or distributions.


 


“Capital Transaction”
means the sale, financing, refinancing or similar transaction of or involving (i) any direct or indirect interest owned by
the Company in any Owner, and (ii) the Property, and the payment of any condemnation awards, title insurance proceeds or casualty
loss insurance proceeds (other than business interruption or rental loss insurance proceeds) received by the Company or an Owner
to the extent not applied to mortgage indebtedness of the Company or an Owner, not used for reconstruction of all or any portion
of the Property or not used in alleviation of a title defect.


 


“Cash Flow”
shall mean, for any period for which Cash Flow is being calculated, gross cash receipts of the Company and any Owner (without duplication)
from the ownership and operation of the Property (but excluding Capital Contributions, Capital Proceeds and loans by Members to
the Company), less the following payments and expenditures: (i) all payments of operating expenses of the Company or any Owner,
(ii) all payments of principal of, interest on and any other amounts due with respect to indebtedness, leases or other commitments
or obligations of the Company or any Owner (including on loans by Members to the Company), (iii) all sums expended by the
Company or any Owner for capital expenditures, (iv) all prepaid expenses of the Company or any Owner, and (v) all sums
expended by the Company or any Owner which are otherwise capitalized.


 




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“Cause”
shall mean any of the reasons that an Owner can terminate the Property Manager pursuant to Section 7.2 of the Management
Agreement.


 


“Certificate
of Formation” shall mean the Certificate of Formation of the Company, as amended from time to time.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, including the corresponding provisions of any successor
law.


 


“Collateral
Agreement” shall mean any agreement, instrument, document or covenant concurrently or hereafter made or entered into
under, pursuant to, or in connection with this Agreement and any certifications made in connection therewith or amendment or amendments
made at any time or times heretofore or hereafter to any of the same (including, without limitation, the Management Agreement.


 


“Company”
shall mean BR CWS 2017 Portfolio JV, LLC, a Delaware limited liability company organized under the Act.


 


“Company Minimum
Gain” shall have the meaning given to the term “partnership minimum gain” in Regulations Sections 1.704-2(b)(2)
and 1.704-2(d).


 


“Confidential
Information” shall have the meaning provided in Section 10.01.


 


“Controllable
Expenses” shall mean all expenses, other than Uncontrollable Expenses, incurred by the Company or any Owner with respect
to the Property.


 


“Corporate Housing
Agreement” shall have the meaning set forth in the definition of BR Major Decision.


 


“Credit Support”
means (i) an environmental indemnity, (ii) a guaranty for non-recourse carve-outs, (iii) a completion guaranty,
(iv) a payment guaranty, and (v) any other guaranty, indemnity, or credit enhancement or personal liability undertaking
required by a Lender.


 


“Credit Support
Claim” shall mean collectively, any BR Credit Support Claim, CWS Credit Support Claim and Neutral Credit Support Claim.
For purposes of clarification, a Credit Support Claim shall not include any claims arising solely from the gross negligence or
willful misconduct of Guarantor or as a result of the breach of any net worth covenants or reporting requirements of the Guarantor
contained in the Credit Support.


 


“CWS”
shall have the meaning provided in the first paragraph of this Agreement.


 




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“CWS Change
Event” shall mean (i) (A) gross negligence by CWS or any of its Affiliates, (B) willful misconduct by
CWS or any of its Affiliates, (C) fraud by CWS or any of its Affiliates, or (D) intentional and material bad faith (to
the extent intentional and material are held to be constituent elements of bad faith, but otherwise bad faith without such qualifications)
by CWS or any of its Affiliates, in each case in connection with or relating to the Company, any Owner or the Property, (ii) any
CWS Change Event Breach; (iii) a Bankruptcy/Dissolution Event shall have occurred with respect to CWS, or CWS Apartment Homes
LLC, a Delaware limited liability company for so long as it is the Property Manager; or (iv) at any time, for failure to satisfy
the CWS Ownership/Control Requirement. For purposes of the preceding sentence, so long as CWS Apartment Homes LLC, a Delaware limited
liability company is the Property Manager of a Property, the Property Manager shall be deemed to be an Affiliate of CWS with respect
to such Property. For purposes of clarification, a CWS Change Event shall not include any circumstances which result in a termination
of the Management Agreement pursuant to the terms of Section 7.10 thereof.


 


“CWS Change
Event Breach” shall mean any material and intentional brach by CWS, Promote Member and/or its Affiliate, with respect
to this Agreement and/or the Management Agreement, and only in such circumstances where such breach is susceptible of cure, CWS,
Promote Member and/or its Affiliate fails to cure, to the reasonable satisfaction of Bluerock, such breach within thirty (30) days
following written notice from Bluerock to CWS, Promote Member and/or its Affiliate of such breach; provided, however,
to the extent such breach is susceptible of being cured, but not within said thirty (30) days, if CWS, Promote Member and/or its
Affiliate commences to cure said breach within said thirty (30) days and thereafter continuously and diligently pursues the cure
to completion, CWS, Promote Member and/or its Affiliate shall have an additional period of time, not to exceed ninety (90) days
from the date of Bluerock’s initial notice of the breach, to cure such breach in the aforesaid manner. Notwithstanding the
foregoing, any breach of this Agreement and/or Management Agreement which is susceptible of being cured with the payment of money
shall not be afforded the cure times set forth above, but rather shall be afforded a period of time commencing on the date CWS,
Promote Member and/or its Affiliate receives notice of such breach and expiring ten (10) days thereafter to cure the same, failing
which, such breach shall be deemed a CWS Change Event Breach. For purposes of clarification, a CWS Change Event Breach shall not
include any circumstances which result in a termination of the Management Agreement pursuant to terms of Section 7.10
thereof.


 


“CWS Credit
Support Obligation” shall mean the obligation of CWS and Promote Member to cause an Affiliate thereof to execute and
deliver Credit Support in connection with the initial assumption of the Loan in form and content usually and customarily provided
by CWS’s Affiliates to Fannie Mae lenders, which form has been provided by CWS to Bluerock and to Lender in connection with
making an application for the assumption of the Loans.


 


“CWS Credit
Support Claim” shall mean any claim by a Lender under any Credit Support arising solely from the acts or omissions of
CWS and/or its Affiliates (excluding the Guarantor).


 


“CWS Ownership/Control
Requirement” as of any particular date means that each of the following conditions is satisfied: (i) at least one
of the Key Individuals is not then dead, insane as determined by a qualified physician, incapacitated as determined by a qualified
physician, or the subject of a Bankruptcy/Dissolution Event; and (ii) at least one of the Key Individuals is actively involved
in the operation and management of (a) CWS or CWS Parent, (b) CWS Apartment Homes LLC, a Delaware limited liability company
for so long as it is the Property Manager, and (c) if applicable, any CWS Transferee.


 




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“CWS Parent”
shall mean CWS Capital Partners LLC, a Delaware limited liability company.


 


“CWS Transferee”
shall have the meaning set forth in Section 12.2(b)(1).


 


“Deadlock”
shall mean the failure of the Members who are then entitled to vote to agree upon any Major Decision within thirty (30) days of
the date when the Member initiating any such Major Decision notifies the other Member of the fact that a Major Decision is being
presented to the Members for consideration.


 


“Default Amount”
shall have the meaning provided in Section 5.2(b).


 


“Default Loan”
shall have the meaning provided in Section 5.2(b)(1).


 


“Default Loan
Rate” shall have the meaning provided in Section 5.2(b)(1).


 


“Defaulting
Member” shall have the meaning provided in Section 5.2(b).


 


“Delaware UCC”
shall mean the Uniform Commercial Code as in effect in the State of Delaware from time to time.


 


“Dissolution
Event” shall have the meaning provided in Section 13.2.


 


“Distributable
Funds” with respect to any month or other period, as applicable, shall mean an amount equal to the Cash Flow and Capital
Proceeds of the Company for such month or other period, as applicable, as reduced by reserves for anticipated capital expenditures,
future working capital needs and operating expenses, contingent obligations and other purposes of the Company or any Owner, the
amounts of which shall be reasonably determined from time to time by the Management Committee.


 


“Distributions”
shall mean the distributions payable (or deemed payable) to a Member (including, without limitation, its allocable portion of Distributable
Funds).


 


“Due Care”
shall mean the usual and customary standard of care, prudence and diligence exercised by a reasonably prudent multi-family residential
real estate manager, asset manager or developer for projects substantially similar in size, nature and location to the Property
under the circumstances then generally prevailing with respect to the Property in accordance with the reasonable exercise of sound
and prudent business practices in connection with the administration and management of the Company and its assets in accordance
with the this Agreement. For the avoidance of doubt, Due Care shall not apply to Bluerock with regard to Bluerock making any BR
Major Decision, which Bluerock shall have the right to make in its sole discretion, in accordance with its own self-interest and
without any duty owed to the other Members in connection therewith.


 




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“Emergency”
shall mean an event requiring immediate action to be taken (a) in order to comply with applicable laws, any insurance requirements,
or to avoid material damage to the Property (or any part thereof), (b) for the safety of the Property, any tenants, occupants,
customers or invitees thereof, (c) to avoid the suspension of any services necessary to the tenants, occupants, licensees
or invitees thereof to the extent such suspension of services does not arise from the gross negligence or willful misconduct of
the Property Manager (so long as the Management Agreement is in full force and effect with respect to the Property), (d) to
avoid the breach of Owner’s obligations under any tenant leases, to the extent such breach does not arise from the gross
negligence or willful misconduct of the Property Manager (so long as the Management Agreement is in full force and effect with
respect to the Property), and, (e) to avoid civil or criminal liability for Owner and/or Manager.


 


“Emergency Expenditure”
shall mean any expenditure for an Emergency, which expenditures may be made by the Property Manager, at the Owner’s expense,
on the terms and conditions set forth in Section 2.6(a) of the Management Agreement.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“Extension Earnest
Money” shall have the meaning provided in the Purchase Agreement.


 


“Fiscal Year”
shall mean each calendar year ending December 31.


 


“Foreign Corrupt
Practices Act” shall mean the Foreign Corrupt Practices Act of the United States, 15 U.S.C. Sections 78a, 78m,
78dd-1, 78dd-2, 78dd-3, and 78ff, as amended, if applicable, or any similar law of the jurisdiction where the Property is located
or where the Company or any of its Subsidiaries transacts business or any other jurisdiction, if applicable.


 


“Guarantor”
means any Member or any Affiliate of any Member that provides Credit Support in connection with a Loan.


 


“Imputed Closing
Costs” means an amount (not to exceed one and one quarter percent (1.25%) of the purchase price) that would normally
be incurred by the Company or any Owner if the Property were sold for an amount specified in Section 15.1 for title
insurance premiums, survey costs, brokerage commissions, legal fees, and other commercially reasonable closing costs.


 


“Income”
shall mean the gross income of the Company for any month, Fiscal Year or other period, as applicable, including gains realized
on the sale, exchange or other disposition of the Company’s assets.


 


“Indemnified
Party” shall have the meaning provided in Section 14.4(a).


 


“Indemnifying
Party” shall have the meaning provided in Section 14.4(a).


 


“Inducement
Agreements” shall have the meaning provided in Section 14.4(a).


 


“Initial Capital
Contribution” shall mean the initial Capital Contributions made by a Member pursuant to the terms of Section 5.1.


 




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“Interest”
of any Member shall mean the entire limited liability company interest of such Member in the Company, which includes, without limitation,
any and all rights, powers and benefits accorded a Member under this Agreement and the duties and obligations of such Member hereunder.


 


“Key Individual”
shall mean each of Steven Sherwood, Gary Carmell, Michael Engels, Michael Brittingham and Justin Leahy.


 


“Lender”
shall mean the lender providing a Loan or any refinancing thereof.


 


“License Agreement”
shall have the meaning set forth in the Management Agreement.


 


“Loan”
shall mean collectively: (i) that certain loan, in the initial principal amount of $30,091,000 made to BRE MF Crown Ridge
LLC, a Delaware limited liability company (“Crown Ridge Seller”), as borrower, as the same has or will be assumed
by BR CWS Crown Ridge Owner, LLC (the “Crown Ridge Loan”), (ii) that certain loan, in the initial principal
amount of $43,125,000 made to BRE MF Canyon Springs LLC, a Delaware limited liability company (“Canyon Springs Seller”),
as borrower, as the same has or will be assumed by BR CWS Canyon Springs Owner, LLC (the “Canyon Springs Loan)”,
(iii) that certain loan, in the initial principal amount of $33,207,000 made to BRE MF Cascades I LLC, a Delaware limited
liability company (“Cascades I Seller”), as borrower, as the same has or will be assumed by BR CWS Cascades
I Owner, LLC (the “Cascades I Loan”), (iv) that certain loan in the initial principal amount of $23,175,000
made to BRE MF Cascades II LLC, a Delaware limited liability company (“Cascades II Seller”), as borrower, as
the same has or will be assumed by BR CWS Cascades II Owner, LLC (the “Cascades II Loan”), or (v) that
certain loan, in the initial principal amount of $18,078,000 made to BRE MF TPC LLC, a Delaware limited liability company (“Cibolo
Canyon Seller”), as borrower, as the same has or will be assumed by BR CWS Cibolo Canyon Owner, LLC (the “Cibolo
Canyon Loan”), as applicable.


 


“Loan Documents”
shall mean the loan documents evidencing the Loan.


 


“Loss”
shall mean the aggregate of losses, deductions and expenses of the Company for any month, Fiscal Year or other period, as applicable,
including losses realized on the sale, exchange or other disposition of the Company’s assets.


 


“Major Decision”
means any decision for the Company to take, or refrain from taking, any action or incurring any obligation with respect to the
following matters (or the effectuation of any such action or obligation):


 


		(i)	except as expressly provided in Section 12
with respect to Transfers by Bluerock or a Bluerock Transferee to a Bluerock Transferee and with respect to Transfers by CWS as
permitted thereunder, the admission or removal of any Member or the Company’s issuance to any third party of any equity
interest in the Company (including interests convertible into, or exchangeable for, equity interests in the Company);



 




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		(ii)	except upon the occurrence of any Dissolution Event or
following any sale of any Owner’s assets, any dissolution or termination of the Company or any Owner;



 


		(iii)	acquiring, directly or through any Subsidiaries, by purchase,
ground lease or otherwise, any real property or other material asset or the entry into of any agreement, commitment or assumption
with respect to any of the foregoing, or the making or posting of any deposit (refundable or non-refundable), provided,
however, the foregoing shall not preclude the Management Committee from making a determination to acquire a replacement
property following any sale of any Property as part of a 1031 exchange, which the Management Committee shall have the right to
do and which action shall not be deemed a Major Decision to the extent the Management Committee adheres to the procedures contemplated
in Section 9.2(i) of this Agreement;



 


		(iv)	the sale, transfer or exchange of all or any portion of
the Property as part of a 1031 exchange which does not comply with the terms of Section 9.2(i);



 


		(v)	institute or settle any Company or Owner legal claims in
excess of $50,000;



 


		(vi)	make any loan to any Member, except as expressly provided
for in this Agreement;



 


		(vii)	cause or permit the Company or Owner to file for or fail
to contest a bankruptcy proceeding, or seek or permit a receivership or make an assignment for the benefit of its creditors; or



 


		(viii)	make distributions to the Members, except in accordance
with Section 6 hereof;



 


		(ix)	employ, enter into any contract with (or materially modify
any contract with), or otherwise compensate, directly or indirectly, the Manager or any Affiliate of the Manager or any Member,
except for and as provided under the Management Agreement, the License Agreement, and, if applicable, the Corporate Housing Agreement;



 


		(x)	cause or permit
any of the organizational documents of the Company or any Subsidiary to be amended in any manner, other than any amendment (A) required
(1) by a Lender to the Company or Subsidiary or (2) in order for a REIT Member to qualify as a “real estate investment
trust” under the Code, in each case, to the extent such amendment referenced in clauses (1) and (2) of this subparagraph
does not result in the dilution of any Member, does not adversely affect any Member’s right to Distributions pursuant to
Section 6 and does not otherwise have a materially adverse effect on the rights or obligations of any Member,
or (B) that is solely ministerial in nature to reflect or implement this Agreement under its express terms (such as, for
example, to periodically update the Members’ respective Capital Contribution amounts, Percentage Interests or Management
Committee representatives on Exhibit A hereto);



 




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		(xi)	subject to Section 5.8(a), make any decision
with respect to the Purchase Agreement, including, without limitation, any decision to terminate the Purchase Agreement pursuant
to any right of the purchaser thereunder for the failure of a condition precedent, a Seller default or any other express right
to terminate the Purchase Agreement; provided, however, any Member acting on its own may cause the Company to extend
the Closing Date (as defined in the Purchase Agreement) pursuant to the terms of Section 2.3(e) of the Purchase Agreement.
In the event of any such extension of the Closing Date, each Member will be required to contribute its respective share of the
Extension Earnest Money as provided in Section 5.8 of this Agreement; provided, however, no Member shall
be deemed to have waived its rights under Section 5.8 of this Agreement, including, without limitation, the rights
of a Terminating Member, as a result of any such extension;



 


		(xii)	except as contemplated in Section 15 below,
any sale, transfer, or exchange of all or any part of the Property or any of the Subsidiaries (i) to any Affiliate of Bluerock,
or (ii) for consideration other than cash (provided, however, the foregoing shall not be construed as a limitation
on Bluerock from making a BR Decision with regard to any 1031 exchange pursuant to Section 9.2(i) of this Agreement);



 


		(xiii)	except as expressly set forth herein, any financing to
the Company or any of its Subsidiaries by any Affiliate of Bluerock, any services agreement between the Company or any of the
Subsidiaries and any Affiliate of Bluerock, or the payment of any fee to Bluerock or any Affiliate of Bluerock by the Company
or any of its Subsidiaries;



 


		(xiv)	any business activity of the Company or any of its Subsidiaries
that is not within the purposes of the Company set forth in Section 3 or Section 9.2(i) of this Agreement;



 


		(xv)	any action, omission or decision by the Company or any
of its Subsidiaries that is reasonably likely to result in a BR Credit Support Claim or a Neutral Credit Support Claim against
the Guarantor or materially increase the exposure of the Guarantor under any BR Credit Support Claim or Neutral Support Claim
as a result of any increase in the principal amount of the Loan or other changes in the economic terms of the Loan, unless in
connection with any such action, any such liability or exposure is released by the Lender, or if despite the use of Bluerock’s
commercial reasonable efforts, Guarantor is not released by the Lender, in each case, Bluerock causes a creditworthy indemnitor
reasonably satisfactory to CWS, Promote Member and Guarantor to provide an indemnity in form and substance reasonably satisfactory
to CWS, Promote Member and Guarantor, indemnifying Guarantor with regard to such matter, in which case, such matter will not be
a Major Decision and the consent of the CWS and the Promote Member shall not be required;



 




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		(xvi)	the terms of any Credit Support to be provided by the Guarantor
and any amendments or modifications thereto; provided, however, the Members agree to not unreasonably withhold their
approval to such term so long as such terms are substantially consistent with terms that the lender and Guarantor have agreed
to at that time with regard to a customary loan program; provided, however, in no event shall such terms be more
onerous to the Guarantor than the terms of the Credit Support provided by the Guarantor in connection with the initial Loan;



 


		(xvii)	any decision to terminate or not extend or renew the Management
Agreement for any reason other than for Cause;



 


		(xviii)	any change in use of a Property for purposes other than
multifamily residential apartments for lease; or



 


		(xix)	any approval under Section 9.7(d).



 


“Management
Agreement” shall mean that certain property Management Agreement dated as of even date herewith, by and between an Owner,
as owner, and Property Manager, as manager, pursuant to which Property Manager will provide certain management services for the
Property. The form of Management Agreement is attached hereto as Exhibit I.


 


“Management
Committee” shall have the meaning provided in Section 9.2(a).


 


“Manager”
shall have the meaning provided in Section 9.1(a).


 


“Member”
and “Members” shall mean Bluerock, CWS, Promote Member and any other Person admitted to the Company pursuant
to this Agreement. For purposes of the Act, the Members shall constitute a single class or group of members.


 


“Member in Question”
shall have the meaning provided in Section 16.12.


 


“Member Minimum
Gain” shall mean an amount, determined in accordance with Regulations Section 1.704-2(i)(3) with respect to each
Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a
Nonrecourse Liability.


 


“Member Nonrecourse
Debt” shall have the meaning given the term “partner nonrecourse debt” in Regulations Section 1.704-2(b)(4).


 


“Member Nonrecourse
Deductions” shall have the meaning given the term “partner nonrecourse deductions” in Regulations Section 1.704-2(i).


 




    	 	12	 



     


    

 


“Membership
Price” shall have the meaning set forth in Section 15.1(h).


 


“Net Income”
shall mean the amount, if any, by which Income for any period exceeds Loss for such period.


 


“Net Loss”
shall mean the amount, if any, by which Loss for any period exceeds Income for such period.


 


“Neutral Credit
Support Claim” shall mean any Credit Support Claim that is neither a BR Credit Support Claim nor a CWS Credit Support
Claim. For purposes of clarification, a Neutral Credit Support Claim shall not include any claims arising solely from the gross
negligence or willful misconduct of Guarantor or as a result of the breach of any net worth covenants or reporting requirements
of the Guarantor contained in the Credit Support.


 


“New York UCC”
shall have the meaning set forth in Section 16.17.


 


“Nonrecourse
Deduction” shall have the meaning given such term in Regulations Section 1.704-2(b)(1).


 


“Nonrecourse
Liability” shall have the meaning given such term in Regulations Section 1.704-2(b)(3).


 


“Offeror”
shall have the meaning provided in Section 15.1(b).


 


“Offeree”
shall have the meaning provided in Section 15.1(b).


 


“Owner”
shall mean, collectively BR CWS Crown Ridge Owner, LLC, BR CWS Canyon Springs Owner, LLC, BR CWS Cascades I Owner, LLC, BR CWS
Cascades II Owner, LLC and BR CWS Cibolo Canyon Owner, LLC, each a Delaware limited liability company. Each Owner shall be deemed
to be a Subsidiary of the Company.


 


“Percentage
Interest” shall have the meaning provided in Section 5.3.


 


“Person”
shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company,
trust, unincorporated organization, government or any agency or political subdivision thereof or any other legal entity.


 


“Preferred Return”
shall mean, with regard to any and all Capital Contributions made by a Member, a cumulative, rate of return equal to ten percent
(10%) annually, compounded monthly (although, in no circumstance shall such return exceed 10% per annum on a cumulative basis);
provided that a cumulative rate of return equal to fifteen percent (15%) annually, compounded monthly (although, in no circumstance
shall such return exceed 15% per annum on a cumulative basis) shall be applicable with regard to additional Capital Contributions
made with respect to the Default Amount of a Defaulting Member under Section 5.2(b)(3). For purposes of calculating
the Preferred Return, Capital Contributions and distributions of Distributable Funds pursuant to Section 6.1(c) shall
be deemed to have occurred as of the end of the month in which such Capital Contributions or distributions take place. An example
of Preferred Return calculated in the manner described in this definition of Preferred Return is attached hereto as Exhibit H
and incorporated herein by reference.


 




    	 	13	 



     


    

 


“Promote Member”
shall have the meaning set forth in the first paragraph of this Agreement.


 


“Property”
shall have the meaning provided in Section 3.


 


“Property Manager”
shall mean CWS Apartment Homes LLC, a Delaware limited liability company, so long as the initial Management Agreement is in full
force and effect with respect to the Property, and, thereafter, the entity performing similar services for any Owner with respect
to the Property.


 


“Property Manager
Reports” shall have the meaning set forth in Section 8.2(c).


 


“Protective
Capital Call” shall mean a Capital Call necessary (a) to prevent an imminent default with respect to any Loan obtained
by the Company or any Owner (e.g., payment of debt service following an operating shortfall, reserves required by the Lender, a
reduction in principal required by the Lender to meet loan to value requirements); (b) for funds required to refinance the
Property when the current Loan has matured or will mature in the near future (i.e. less than three (3) months) (e.g., commitment
fees, loan application fees, equity infusions to meet market loan to value requirements, etc.); or (c) to fund an Emergency
Expenditure.


 


“Purchase Agreement”
shall mean that certain Agreement of Purchase and Sale dated March15, 2017, as from time to time amended, by and between Seller
and CWS, pursuant to which CWS Apartment Homes LLC, a Delaware limited liability company has contracted to acquire the Property.


 


“Pursuer”
shall have the meaning provided in Section 10.3.


 


“Pursuit Cost
Budget” shall mean the budget attached hereto as Exhibit F hereto.


 


“Qualified Broker”
shall mean a reputable, independent national brokerage company that has a presence in the area in which the relevant Property is
located and has at least ten (10) years’ experience in valuing and selling multi-family properties in the area of such Property.


 


“Regulations”
shall mean the Treasury Regulations promulgated pursuant to the Code, as amended from time to time, including the corresponding
provisions of any successor regulations.


 


“Reimbursable
Expenses” shall mean all costs and expenses incurred by the Property Manager in connection with the maintenance or operation
of a Property and which constitute reimbursable expenses as provided in the Management Agreement, which shall be reimbursable by
any Owner to the Property Manager in accordance with the terms of the Management Agreement.


 




    	 	14	 



     


    

 


“REIT”
shall mean a real estate investment trust as defined in Code Section 856.


 


“REIT Member”
shall mean any Member, if such Member is a REIT or a direct or indirect subsidiary of a REIT.


 


“REIT Requirements”
shall mean the requirements for qualifying as a REIT under the Code and Regulations.


 


“Representatives”
shall have the meaning provided in Section 9.2(a).


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Seller”
shall mean BRE MF Crown Ridge LLC, BRE MF Canyon Springs LLC, BRE MF Cascades I LLC, BRE MF Cascades II LLC and BRE MF TPC LLC.


 


“SOIFs”
shall mean, collectively, BR SOIF II and BR SOIF III.


 


“Subsidiary”
shall mean, with respect to any Person, any corporation, partnership, limited liability company or other entity of which at least
a majority of the capital stock or other equity securities is owned by such Person.


 


“Tax Matters
Member” shall have the meaning provided in Section 8.3.


 


“Total Investment”
shall mean the sum of the aggregate Capital Contributions made by a Member.


 


“Transfer”
means, as a noun, any transfer, sale, assignment, exchange, charge, pledge, gift, hypothecation, conveyance, encumbrance or other
disposition, voluntary or involuntary, by operation of law or otherwise and, as a verb, voluntarily or involuntarily, by operation
of law or otherwise, to transfer, sell, assign, exchange, charge, pledge, give, hypothecate, convey, encumber or otherwise dispose
of.


 


“Uncontrollable
Expenses” shall mean the following expenses with respect to any Owner or Property: taxes, assessments (including but
not limited to ad valorem and margin taxes) and insurance; licenses and permits; expenses incurred by the Company or any Owner;
audit fees, HOA assessments; assessments or other charges pursuant to recorded maintenance, shared use, easement and other similar
agreements with third parties; utilities; Emergency Expenditures; regularly scheduled debt service payments; lender reserves and
impounds; and costs due to a change in law or the interpretation thereof.


 


“Valuation Amount”
shall have the meaning provided in Section 15.1(b).


 


Section 2.             Organization
of the Company.


 


2.1          Name.
The name of the Company shall be “BR CWS 2017 PORTFOLIO JV, LLC.” The business and affairs of the Company
shall be conducted under such name or such other name as the Members deem necessary or appropriate to comply with the requirements
of law in any jurisdiction in which the Company may elect to do business.


 




    	 	15	 



     


    

 


2.2          Place
of Registered Office; Registered Agent. The address of the registered office of the Company in the State of Delaware is 2711
Centerville Road, Wilmington, Delaware 19808, Delaware 19904. The name and address of the registered agent for service of process
on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Wilmington, Delaware 19808. The
Management Committee may at any time on five (5) days prior notice to all Members change the location of the Company’s registered
office or change the registered agent.


 


2.3          Principal
Office. The principal address of the Company shall be c/o Bluerock Real Estate, L.L.C., 712 Fifth Avenue, 9th Floor, New York,
New York 10019 and the principal office of Property Manager shall be c/ c/o CWS Capital Partners LLC, 14 Corporate Plaza, Suite
210, Newport Beach, CA 92660, or, in each case, at such other place or places as may be determined by the Management Committee
from time to time.


 


2.4          Filings.
On or before execution of this Agreement, an authorized person within the meaning of the Act shall have duly filed or caused to
be filed the Certificate of Formation of the Company with the office of the Secretary of State of Delaware, as provided in Section 18-201
of the Act, and the Members hereby ratify such filing. The Manager shall use its best efforts to take such other actions as may
be reasonably necessary to perfect and maintain the status of the Company as a limited liability company under the laws of Delaware.
Notwithstanding anything contained herein to the contrary, the Company shall not do business in any jurisdiction that would jeopardize
the limitation on liability afforded to the Members under the Act or this Agreement.


 


2.5          Term.
The Company shall continue in existence from the date hereof until December 31, 2066, unless extended by the Members, or until
the Company is dissolved as provided in Section 13, whichever shall occur earlier.


 


2.6          Expenses
of the Company. Other than (i) the reimbursement or payment of costs, expenses and fees as provided herein, (ii) to
the extent contemplated in Section 14 of this Agreement, and (iii) the fees described in Section 9.7,
no fees, costs or expenses shall be payable by the Company to any Member (or its Affiliates).


 


Section 3.            Purpose.


 


The purpose of the
Company, subject in each case to the terms hereof, shall be to engage, directly or through the Owners, in the business of acquiring,
owning, operating, managing, leasing, selling, financing and refinancing the following properties;


 


(a)          the
real estate and any real estate related investments (or portions thereof) consisting of certain real and personal property located
in Bexar County, Texas commonly known as the “The Mansions at Canyon Springs Apartments,” as more particularly
described in the Purchase Agreement (the “Canyon Springs Property”), which will be owned by BR CWS Canyon Springs
Owner, LLC, a Delaware limited liability company, and all other activities reasonably necessary to carry out such purpose;


 




    	 	16	 



     


    

 


(b)          the
real estate and any real estate related investments (or portions thereof) consisting of certain real and personal property located
in Bexar County, Texas commonly known as the “The Towers at TPC Apartments,” as more particularly described
in the Purchase Agreement (the “Cibolo Canyon Property”), which will be owned by BR CWS Cibolo Canyon Owner,
LLC, a Delaware limited liability company, and all other activities reasonably necessary to carry out such purpose;


 


(c)          the
real estate and any real estate related investments (or portions thereof) consisting of certain real and personal property located
in Smith County, Texas commonly known as the “The Mansions at Cascades I Apartments,” as more particularly described
in the Purchase Agreement (the “Cacades I Property”), which will be owned by BR CWS Cascades I Owner, LLC, a
Delaware limited liability company, and all other activities reasonably necessary to carry out such purpose;


 


(d)          the
real estate and any real estate related investments (or portions thereof) consisting of certain real and personal property located
in Smith County, Texas commonly known as the “The Mansions at Cascades II Apartments,” as more particularly
described in the Purchase Agreement (the “Cascades II Property”), which will be owned by BR CWS Cascades II
Owner, LLC, a Delaware limited liability company, and all other activities reasonably necessary to carry out such purpose; and


 


(e)          the
real estate and any real estate related investments (or portions thereof) consisting of certain real and personal property located
in Bexar County, Texas commonly known as the “The Estates at Crown Ridge Apartments,” as more particularly described
in the Purchase Agreement (the “Crown Ridge Property”), which will be owned by BR CWS Crown Ridge Owner, LLC,
a Delaware limited liability company, and all other activities reasonably necessary to carry out such purpose.


 


The Canyon Spring Property, Cibolo Canyon
Property, Cascades I Property, Cascades II Property, and Crown Ridge Property are hereinafter collectively referred to herein as
or if referred to generically as to any one or more thereof, the “Property”.


 


Section 4.             Conditions.


 


4.1          Bluerock
Conditions. The obligation of Bluerock to close under the Purchase Agreement and to consummate the transactions contemplated
herein, including, without limitation, to make the initial Capital Contributions under Section 5.1 (each, an “Initial
Capital Contribution”) is subject to fulfillment of all of the following conditions on or prior to the closing date under
the Purchase Agreement:


 


(a)          CWS
and Promote Member shall deposit in the Company’s bank account or the designated escrow account of First American Title Insurance
Company, located at 30 North LaSalle Street, Suite 2700, Chicago, Illinois 60602, Attn: Deanna Wilkie (“Title Company”)
the aggregate amount of each of its respective Initial Capital Contribution set forth on Exhibit A hereto. CWS and
Promote Member shall receive a credit (without duplication) against the amount of its respective Initial Capital Contribution for
all amounts previously funded by CWS or its Affiliates as provided in the Pursuit Cost Budget;


 


(b)          The
Purchase Agreement shall have been assigned to the Company and/or any applicable Owners;


 




    	 	17	 



     


    

 


(c)          Reserved;


 


(d)         The
Management Agreement shall have been executed by each Owner and the Property Manager;


 


(e)          All
of the representations and warranties of CWS and Property Manager contained in this Agreement and the Collateral Agreements shall
continue to be true and correct in all material respects as of the date thereof;


 


(f)          “Lender
Consent”, as such term is defined in the Purchase Agreement, has occurred, each Owner shall have assumed (or be concurrently
assuming) the Loan with respect to each Property and the CWS Credit Support Obligation has been satisfied.


 


4.2          CWS
Conditions. The obligation of CWS and CWS Promote Member to close under the Purchase Agreement and to consummate the transactions
contemplated herein, including, without limitation, to make the Initial Capital Contributions under Section 5.1 is
subject to fulfillment of all of the following conditions on or prior to the closing date under the Purchase Agreement:


 


(a)          Bluerock
shall deposit into the Company’s bank account or Title Company’s designated escrow account the amount of its aggregate
Initial Capital Contribution set forth on Exhibit A hereto.


 


(b)          Reserved;


 


(c)          “Lender
Consent”, as such term is defined in the Purchase Agreement, has occurred, and each Owner shall have assumed (or be concurrently
assuming) the Loan (provided, however, the condition contained in this Section 4.2(c) shall not be applicable
to the extent Lender Consent does not occur and/or any Owner fails to assume the Loan due solely to the non-satisfaction of the
CWS Credit Support obligation);


 


(d)          The
Management Agreement shall have been executed between any Owner and Property Manager; and


 


(e)          All
of the representations and warranties of Bluerock contained in this Agreement and the Collateral Agreements shall continue to be
true and correct in all material respects as of the date thereof; and


 


Section 5.             Capital
Contributions, Loans, Percentage Interests and Capital Accounts.


 


5.1          Initial
Capital Contributions. Subject to satisfaction of the conditions set forth in Section 4, concurrently with the
closing under the Purchase Agreement, Bluerock, CWS and Promote Member shall each make an Initial Capital Contribution to the Company
of cash in an amount equal to the respective amounts set forth in Exhibit A attached hereto, which amounts shall be
subject to a credit for amounts funded by such Member or its Affiliates as provided in Section 5.8. In addition, at
the closing of the acquisition of the Property, Promote Member or its designee shall earn an acquisition fee in the amount of seventy-five
one hundredths of one percent (0.75%) of the purchase price as set forth in the Purchase Agreement, which shall be contributed
proportionally by the Members and shall be counted as part of their respective Initial Capital Contributions. The Initial Capital
Contribution of the Members to the Company may include amounts for working capital. In the event any Member has previously funded
more than its respective share of Initial Capital Contributions as of the date the funding conditions have been satisfied, the
Member who has over-funded its share shall be entitled to reimbursement of its excess funding at such time.


 




    	 	18	 



     


    

 


5.2          Additional
Capital Contributions.


 


(a)          Additional
Capital Contributions may be called for from the Members (i) by any Member if the same is a Protective Capital Call, or (ii) as
determined in the sole good faith discretion of the Management Committee, by written notice to the Members from time to time as
and to the extent capital is necessary to pay an expense or liability of the Property, the Company, or any Owner. Such additional
Capital Contributions shall be in an amount for each Member equal to the product of the amount of the aggregate Capital Contribution
called multiplied by each Member’s then current Percentage Interest. Such additional Capital Contributions shall be payable
by the Members to the Company upon the earlier of (i) twenty (20) days after written request from the Member or Management
Committee, as applicable, or (ii) the date when the Capital Contribution is required (which shall be no sooner than 10 days
after the delivery of such written request), as set forth in a written request from the Member or Management Committee, as applicable.


 


(b)          If
a Member (a “Defaulting Member”) fails to make a Capital Contribution that is required as provided in Section 5.1
or Section 5.2(a) within the time frame required therein (the amount of the failed contribution and related loan shall
be the “Default Amount”), the other Member, provided that it has made the Capital Contribution required to be
made by it, shall have (in addition to such rights as may be applicable pursuant to Section 5.8) one or more of the
following exclusive remedies:


 


(1)         to
advance to the Company on behalf of, and as a loan to the Defaulting Member, an amount equal to the Default Amount to be evidenced
by a promissory note in form reasonably satisfactory to the non-Defaulting Member (each such loan, a “Default Loan”).
The Capital Account of the Defaulting Member shall be credited with the amount of such Default Amount attributable to a Capital
Contribution and the aggregate of such amounts shall constitute a debt owed by the Defaulting Member to the non-Defaulting Member.
Any Default Loan shall bear interest at the rate of fifteen percent (15%) per annum, but in no event in excess of the highest rate
permitted by applicable laws (the “Default Loan Rate”), and shall be payable by the Defaulting Member on demand
from the non-Defaulting Member and from any Distributions due to the Defaulting Member hereunder. Interest on a Default Loan, to
the extent unpaid, shall accrue and compound on an annual basis. The Default Rate shall in no event exceed 15% per annum on a cumulative
basis. A Default Loan shall be prepayable, in whole or in part, at any time or from time to time without penalty. Any such Default
Loans shall be with full recourse to the Defaulting Member and shall be secured by the Defaulting Member’s Interest, including,
without limitation, such Defaulting Member’s right to Distributions. In furtherance thereof, upon the making of any such
Default Loan, the Defaulting Member hereby pledges, assigns and grants a security interest in its Interest to the non-Defaulting
Member and agrees to promptly execute such documents and statements reasonably requested by the non-Defaulting Member to further
evidence and secure such security interest. Any advance by the non-Defaulting Member on behalf of a Defaulting Member pursuant
to this Section 5.2(b)(1) shall be deemed to be a Capital Contribution made by the Defaulting Member except as otherwise
expressly provided herein. All Distributions to the Defaulting Member hereunder shall be applied first to payment of any interest
due under any Default Loan and then to principal until all amounts due thereunder are paid in full. While any Default Loan is outstanding,
the Company shall be obligated to pay directly to the non-Defaulting Member, for application to and until all Default Loans have
been paid in full, the amount of (x) any Distributions payable to the Defaulting Member, and (y) any proceeds of the
sale of the Defaulting Member’s Interest;


 




    	 	19	 



     


    

 


(2)         subject
to any applicable thin capitalization limitations on indebtedness of the Company for U.S. federal income tax purposes, to treat
the non-Defaulting Member’s portion of such Capital Contribution as a loan to the Company (rather than a Capital Contribution)
and to advance to the Company as a loan to the Company an amount equal to the Default Amount, which loan shall be evidenced by
a promissory note in form reasonably satisfactory to the non-Defaulting Member and which loan shall bear interest at the Default
Loan Rate and be payable on a first priority basis by the Company from available Cash Flow and prior to any Distributions made
to any Member. If each Member has loans outstanding to the Company under this provision, such loans shall be payable to each Member
in proportion to the outstanding balances of such loans to each Member at the time of payment. Any advance to the Company pursuant
to this Section 5.2(b)(2) shall not be treated as a Capital Contribution made by any Member;


 


(3)         to
make an additional Capital Contribution to the Company equal to the Default Amount whereupon the Percentage Interests of the Members
shall be recalculated to (i) increase the non-Defaulting Member’s Percentage Interest by the percentage (“Applicable
Adjustment Percentage”) determined by dividing one hundred fifty percent (150%) of the Default Amount by the sum of the
Members’ Total Investment (taking into account the actual amount of such additional Capital Contribution) and by increasing
its Total Investment solely for purposes of determining the Member’s Percentage Interest, by one and one-half of the amount
of the Default Amount, and (ii) reduce the Defaulting Member’s Percentage Interest by the Applicable Adjustment Percentage
and by decreasing its Total Investment solely for purposes of determining the Member’s Percentage Interest by one-half of
the amount of the Default Amount; or


 


(4)         in
lieu of the remedies set forth in subparagraphs (1), (2) or (3), revoke its portion of such additional Capital Contribution,
whereupon the portion of the Capital Contribution made by the non-Defaulting Member shall be returned within ten (10) days.


 




    	 	20	 



     


    

 


5.3          Percentage
Ownership Interest. The Members shall have the initial percentage ownership interests (as the same are adjusted as provided
in this Agreement, a “Percentage Interest”) in the Company set forth on Exhibit A immediately following
the Initial Capital Contributions provided for in Section 5.1. The Percentage Interests of the Members in the Company
shall be adjusted monthly, and if appropriate to reflect any pending adjustments that have been determined but not yet effected,
prior to any request for Additional Capital Contributions pursuant to Section 5.2 or any distributions to Members pursuant
to Section 6.1 or any determinations pursuant to Sections 13 and 15, so that the respective Percentage
Interests of the Members at any time shall be in proportion to their respective cumulative Total Investment made (or deemed to
be made) pursuant to Sections 5.1 and 5.2, as the same may be further adjusted pursuant to Section 5.2(b)(3);
provided that, notwithstanding anything to the contrary contained in this Agreement, with respect to the Promote Member, such .01%
Percentage Interest shall not be subject to adjustment so long as CWS has an Interest in the Company but rather, any adjustment
that would otherwise be made to the Promote Member’s Percentage Interest shall instead be made to CWS’ Percentage Interest.
Percentage Interests shall not be adjusted by Distributions made (or deemed made) to a Member.


 


5.4          Return
of Capital Contribution. No Member shall have any right to withdraw or make a demand for withdrawal of the balance reflected
in such Member’s Capital Account (as determined under Section 5.6) until the full and complete winding up and
liquidation of the business of the Company.


 


5.5          No
Interest on Capital. Interest earned on Company funds shall inure solely to the benefit of the Company, and no interest shall
be paid upon any Capital Contributions (except as contemplated by the terms of Section 5.2(b)(1)) nor upon any undistributed
or reinvested income or profits of the Company.


 


5.6          Capital
Accounts. A separate capital account (the “Capital Account”) shall be maintained for each Member in accordance
with Section 1.704-1(b)(2)(iv) of the Regulations. Without limiting the foregoing, the Capital Account of each Member shall
be increased by (i) the amount of any Capital Contributions made by such Member, (ii) the amount of Income allocated
to such Member and (iii) the amount of income or profits, if any, allocated to such Member not otherwise taken into account
in this Section 5.6. The Capital Account of each Member shall be reduced by (i) the amount of any cash and the
fair market value of any property distributed to the Member by the Company (net of liabilities secured by such distributed property
that the Member is considered to assume or take subject to), (ii) the amount of Loss allocated to the Member and (iii) the
amount of expenses or losses, if any, allocated to such Member not otherwise taken into account in this Section 5.6.
The Capital Accounts of the Members shall not be increased or decreased pursuant to Regulations Section 1.704-1(b)(2)(iv)(f)
to reflect a revaluation of the Company’s assets on the Company’s books in connection with any contribution of money
or other property to the Company pursuant to Section 5.2 by existing Members. If any property other than cash is distributed
to a Member, the Capital Accounts of the Members shall be adjusted as if such property had instead been sold by the Company for
a price equal to its fair market value, the gain or loss allocated pursuant to Section 7, and the proceeds distributed
in the manner set forth in Section 6.1 or Section 13.3(d)(3). No Member shall be obligated to restore any
negative balance in its Capital Account. No Member shall be compensated for any positive balance in its Capital Account except
as otherwise expressly provided herein. The foregoing provisions and the other provisions of this Agreement relating to the maintenance
of Capital Accounts are intended to comply with the provisions of Regulations Section 1.704-1(b)(2) and shall be interpreted
and applied in a manner consistent with such Regulations.


 




    	 	21	 



     


    

 


5.7          New
Members. Upon approval by the Members, the Company may issue additional Interests and thereby admit a new Member or Members,
as the case may be, to the Company, only if such new Member (i) has delivered to the Company its Capital Contribution, (ii) has
agreed in writing to be bound by the terms of any Collateral Agreements and this Agreement by becoming a party hereto, and (iii) has
delivered such additional documentation as the Company shall reasonably require to so admit such new Member to the Company. Without
the prior written consent of each then-current Member, a new Member may not be admitted to the Company if the Company would, or
may, have in the aggregate more than one hundred (100) members. For purposes of determining the number of members under this Section 5.7,
a Person (the “beneficial owner”) indirectly owning an interest in the Company through a partnership, grantor
trust or S corporation (as such terms are used in the Code) (the “flow-through entity”) shall be considered
a member, but only if (i) substantially all of the value of the beneficial owner’s interest in the flow-through entity
is attributable to the flow-through entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion
of the Management Committee, a principal purpose of the use of the flow-through entity is to permit the Company to satisfy the
100-member limitation.


 


5.8          Pursuit
Cost Sharing. Prior to the closing of the acquisition of the Property pursuant to the Purchase Agreement and concurrently with
the assignment of the Purchase Agreement to the Company and/or applicable Owners, the Members shall contribute amounts required
to fund any earnest money (including, without limitation, any Extension Earnest Money) under the Purchase Agreement and any amounts
payable to the loan servicer or Lender in connection with any applications or requests related to the assumption of the Loans as
shown on the Pursuit Cost Budget, in the following ratio: (i) with regard to funding earnest money, Bluerock shall contribute
seventy-five percent (75%) of such amounts and CWS shall contribute twenty-five percent (25%) of such amounts, and (ii) with
regard to any amounts payable to the loan servicer or Lender in connection with any applications or requests related to the assumption
of the Loans, Bluerock shall contribute seventy-five percent (75%) of such amounts and CWS shall contribute twenty-five percent
(25%) of such amounts. Such amounts shall be funded no later than 5 days following receipt by the Members of a funding reimbursement
request from Promote Member: The Members acknowledge and agree that prior to the date of this Agreement, CWS or its Affiliates
have already funded all or a portion of the earnest money under the Purchase Agreement and certain amounts payable to the loan
servicer or Lender in connection with any applications or requests related to the assumption of the Loans as provided in the Pursuit
Cost Budget. For purposes of determining the amounts to be funded by the Members pursuant to this Section 5.8, CWS
shall receive a credit for any such amounts previously funded by CWS or its Affiliates and the Members shall fund such amounts
so that as and when such amounts of the earnest money and/or Loan assumption costs are required to be funded by the Members, each
Member shall have funded their allotted amounts. In the event the Owners fail to close on the acquisition of the Property, then
unless the failure to close is attributable to the gross negligence, fraud or willful refusal to fund on behalf of a particular
a Member, or, in the case of CWS and Promote Member, the refusal to perform the CWS Credit Support Obligation (any such action,
“PSA Member Default Action”), in which event, the Member who caused the PSA Member Default Action shall promptly
reimburse the other Member for such other Member’s share of all earnest money, Loan assumption costs and other amounts funded
in accordance with this Section 5.8 or as set forth in the Pursuit Cost Budget by such other Member, the Members shall
owe no further funding obligation pursuant to this Section 5.8, and the Member who did not commit a PSA Member Default
Action shall have the right to cause the Company to make any and all further decisions with respect to the Purchase Agreement,
notwithstanding subsection (xi) of the definition of “Major Decision”. For avoidance of doubt, to the extent
the Company, as a Major Decision, terminates the Purchase Agreement pursuant to an express right thereunder, such termination shall
not be considered grossly negligent, fraudulent or willful refusal to fund. In the event the Owners close on the acquisition of
the Property, then the amounts so funded shall be considered part of the Member’s Initial Capital Contribution and the parties
shall true-up such amounts so that at the closing of the acquisition of the Property, Bluerock shall have contributed ninety percent
(90%), and CWS and Promote Member shall have contributed an aggregate of ten percent (10%) of all amounts funded pursuant to this
Section 5.8. If despite the assignment of the Purchase Agreement to the Company as provided in the first sentence of
this Section 5.8, the Seller does not honor such assignment, then Promote Member shall cause CWS Apartment Homes LLC,
in its capacity as the assignor under such assignment to use its commercially reasonable efforts to take such actions as may be
reasonably necessary to enforce such assignment on behalf of the Company and to deliver any correspondence on behalf of the "Buyer"
under the Purchase Agreement as directed by the Company, including, without limitation, in furtherance of exercising any termination
of the Purchase Agreement as set forth in this Section 5.8 of this Agreement.


 




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(a)          With
regard to any decision to terminate the Purchase Agreement pursuant to an express right of the buyer thereunder, including, without
limitation, under Section 2.3(d)(ii) of the Purchase Agreement, or for a failure of a condition precedent, including,
without limitation, any condition precedent due to a casualty, condemnation or seller default, then if one Member desires to terminate
the Purchase Agreement pursuant to such right (including, without limitation, any termination right under Section 2.3(d)(ii)
of the Purchase Agreement (“Terminating Member”), but the other Member desires to proceed notwithstanding Terminating
Member’s desire to exercise such termination right (“Proceeding Member”), then the Proceeding Member shall
have the right to cause the Company to continue to pursue the acquisition under the Purchase Agreement but only if it has fully
reimbursed the Terminating Member for any amounts funded pursuant to this Section 5.8 or as set forth in the Pursuit
Cost Budget within the earlier to occur of: (i) five (5) business days following written receipt of the Terminating Member’s
notice that it desires to terminate the Purchase Agreement, or (ii) two (2) business days prior to the date that the relevant
termination right under the Purchase Agreement will expire. If the Proceeding Member timely reimburses the Terminating Member,
then the Terminating Member’s interest in the Company shall be redeemed and the parties shall execute such reasonable documentation
to evidence such redemption or, at the option of the Proceeding Member, the Purchase Agreement will be assigned to the Proceeding
Member or its designee. If the Proceeding Member fails to timely reimburse the Terminating Member, then the Terminating Member
shall have the unilateral right to cause the Company to exercise the termination right under the Purchase Agreement, whereupon
any earnest money returned to the Company shall be disbursed to the Members, subject to Section 5.8(b), pari passu
and prorata in accordance with the amounts actually funded by the Members pursuant to this Section 5.8. Bluerock shall
not have the right to be a Proceeding Member under this Section 5.8(a) if the redemption of the Terminating Member’s
interest in the Company or assignment of the Purchase Agreement is not permitted by the terms of the Purchase Agreement, unless
otherwise consented to by the Seller thereunder.


 




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(b)          Notwithstanding
the ratio which the Members contributed any earnest money pursuant to this Section 5.8, the loss of any Earnest Money
(as defined in the Purchase Agreement) which becomes Non-Refundable Portion of the Earnest Money (as defined in the Purchase Agreement)
pursuant to the terms of the Purchase Agreement shall be apportioned 50% to Bluerock and 50% in the aggregate to CWS and Promote
Member. For example, if the total Earnest Money contributed by a date certain is $4,000,000.00 (i.e. the Initial Earnest Money
and one deposit of Extension Earnest Money), and Bluerock contributed $3,000,000.00 and CWS contributed $1,000,000.00, if $1,000,000.00
of such Earnest Money becomes the Non-Refundable Portion of the Earnest Money, then the refundable portion of the Earnest Money
(i.e. $3,000,000.00) shall be paid back as follows: Bluerock shall receive $2,500,000.00 and CWS shall receive $500,000.00.


 


Section 6.             Distributions.


 


6.1          Distribution
of Distributable Funds.


 


(a)          The
Management Committee shall calculate and determine the amount of Distributable Funds for each applicable period. Except as provided
in Sections 5.2(b), 6.1 or 13.3 or otherwise provided hereunder, Distributable Funds, if any, shall be
distributed to the Members, on a monthly basis based on a calendar year, so long as the Loan is outstanding. Thereafter, such distributions
shall be made on the 15th day of each month or from time to time as determined by the Management Committee.


 


(b)         Any
Distributions otherwise payable to a Member under this Agreement shall be applied first to satisfy amounts due and payable on account
of the indemnity and/or contribution obligations of such Member under this Agreement and/or any other agreement delivered by such
Member to the Company or any other Member but shall be deemed distributed to such Member for purposes of this Agreement.


 


(c)          Distributable
Funds shall be distributed in the following order and priority:


 


(1)         First,
to such Members who shall have made additional Capital Contributions with respect to the Default Amount of a Defaulting Member
under Section 5.2(b)(3) in proportion to the aggregate sum of the accrued but unpaid Preferred Return with respect
to such additional Capital Contributions until each such Member shall realize through Distributions and actually received the Preferred
Return with respect to such additional Capital Contributions;


 


(2)         Second,
to such Members who shall have made additional Capital Contributions with respect to the Default Amount of a Defaulting Member
under Section 5.2(b)(3) in proportion to the aggregate sum of such additional Capital Contributions until each such
Member shall realize through Distributions and actually received an amount equal to such additional Capital Contributions;


 




    	 	24	 



     


    

 


(3)         Third,
to the Members in proportion to the aggregate sum of the accrued but unpaid Preferred Return with respect to the Additional Capital
Contributions of a Member under Section 5.2(a) until each such Member shall realize through Distributions and actually
received the Preferred Return with respect to such Additional Capital Contributions;


 


(4)         Fourth,
to the Members in proportion to the aggregate sum of the Additional Capital Contributions of the Members under Section 5.2(a)
until each such Member shall realize through Distributions and actually receives an amount equal to such Additional Capital Contributions;


 


(5)         Fifth,
to the Members in proportion to their respective Percentage Interests until each Member shall realize through Distributions and
actually receive the Preferred Return with respect to the Initial Capital Contributions of a Member under Section 5.1;


 


(6)         Sixth,
to the Members in proportion to their respective Percentage Interests until each Member shall realize through Distributions and
actually receives an amount equal to such Initial Capital Contributions under Section 5.1; and


 


(7)         Seventh,
the balance, if any, of such Distributable Funds remaining after the Distributions pursuant to (1), (2), (3), (4), (5) and (6)
above shall be distributed as follows:


 


a.           if
a CWS Change Event has occurred, such Distributable Funds shall be distributed to the Members in proportion to their Percentage
Interests; and


 


b.           if
no CWS Change Event has occurred, such Distributable Funds shall be distributed as follows: (i) an amount equal to twenty-two
and one-half percent (22.5%) of such Distributable Funds shall be distributed to Promote Member, (ii) an amount equal to seven
and seventy-five hundredths percent (7.75%) of such Distributable Funds shall be distributed to CWS and Promote Member in accordance
with their respective Percentage Interests, and (iii) an amount equal to sixty-nine and seventy-five one hundredths percent
(69.75%) of such Distributable Funds shall be distributed to Bluerock.


 


6.2          Distributions
in Kind. In the discretion of the Management Committee, Distributable Funds may be distributed to the Members in cash or in
kind; provided, however, any distribution of any asset in kind must be made to all Members in an amount equal to
the percentage in which such Member shares in Distributions from the Company. In the case of all assets to be distributed in kind,
the amount of the Distribution shall equal the fair market value of the asset distributed as determined by the Management Committee.
In the case of a Distribution of publicly traded property, the fair market value of such property shall be deemed to be the average
closing price for such property for the thirty (30) day period immediately prior to the Distribution, or if such property has not
yet been publicly traded for thirty (30) days, the average closing price of such property for the period prior to the Distribution
in which the property has been publicly traded.


 




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Section 7.             Allocations.


 


7.1          Allocation
of Net Income and Net Losses Other than in Liquidation. Except as otherwise provided in this Agreement, Net Income and Net
Losses of the Company for each Fiscal Year shall be allocated among the Members in a manner such that, as of the end of such Fiscal
Year and taking into account all prior allocations of Net Income and Net Losses of the Company and all Distributions made by the
Company through such date, the Capital Account of each Member is, as nearly as possible, equal to the Distributions that would
be made to such Member pursuant to Section 6.1 if the Company were dissolved, its affairs wound up and assets sold
for cash equal to their tax basis (or book value in the case of assets that have been revalued in accordance with Section 704(b)
of the Code), all Company liabilities were satisfied, and the net assets of the Company were distributed in accordance with Section 6.1
immediately after such allocation.


 


7.2          Allocation
of Net Income and Net Losses in Liquidation. Net Income and Net Losses realized by the Company in connection with the liquidation
of the Company pursuant to Section 13 shall be allocated among the Members in a manner such that, taking into account
all prior allocations of Net Income and Net Losses of the Company and all Distributions made by the Company through such date,
the Capital Account of each Member is, as nearly as possible, equal to the amount which such Member is entitled to receive pursuant
to Section 13.3(d)(3).


 


7.3          U.S.
Tax Allocations.


 


(a)          Subject
to Section 704(c) of the Code, for U.S. federal and state income tax purposes, all items of Company income, gain, loss, deduction
and credit shall be allocated among the Members in the same manner as the corresponding item of income, gain, loss, deduction or
credit was allocated pursuant to the preceding paragraphs of this Section 7.


 


(b)          In
accordance with Code Section 704(c) and the Treasury regulations promulgated thereunder, income and loss with respect to any
property contributed to the capital of the Company (including, if the property so contributed constitutes a partnership interest,
the applicable distributive share of each item of income, gain, loss, expense and other items attributable to such partnership
interest whether expressly so allocated or reflected in partnership allocations) shall, solely for U.S. federal income tax purposes,
be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company
for U.S. federal income tax purposes and its Agreed Upon Value at the time of contribution. Such allocation shall be made in accordance
with the “traditional method” set forth in Regulations Section 1.704-3(b) unless the Members unanimously agree
to another permissible method under such Regulations.


 


(c)          Any
elections or other decisions relating to such allocations shall be made by the Members in any manner that reasonably reflects the
purpose and intention of this Agreement. Allocations pursuant to this Section 7.3 are solely for purposes of U.S. federal,
state and local income taxes and shall not affect, or in any way be taken into account in computing, any Member’s share of
Net Income, Net Loss, other items or distributions pursuant to any provisions of this Agreement.


 




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Section 8.             Books,
Records, Tax Matters and Bank Accounts.


 


8.1          Books
and Records. The books and records of account of the Company shall be maintained in accordance with industry standards and
shall be based on the Property Manager Reports. The books and records shall be maintained at the Company’s principal office
or at a location designated by the Management Committee, and all such books and records (and the dealings and other affairs of
the Company and its Subsidiaries) shall be available to any Member at such location for review, investigation, audit and copying,
at such Member’s sole cost and expense, during normal business hours on at least twenty-four (24) hours prior notice. In
connection with such review, investigation or audit, such Member (and its representatives and agents) shall have the unfettered
right to meet and consult with any and all employees of Property Manager (or any of their respective Affiliates) and to attend
meetings and independently meet and consult with any and all third parties having dealings or any other relationship with the Company
or any of its Subsidiaries or with Property Manager in respect of the Company or any of its Subsidiaries. In addition, at any time
during which CWS Apartment Homes LLC is not the Property Manager of a particular Property, then unless Bluerock has conducted an
independent annual audit (the “BR Audit”) of the books, accounts and records of the Company pursuant to a scope
reasonably acceptable to CWS and Promote Member and promptly provides CWS and Promote Member with a copy of such audit certified
to CWS and Promote Member, CWS and Promote Member shall have the right to require an annual audit (the “CWS Audit”)
of the books, accounts and records of the Company and the Subsidiary relating to such Property conducted by an independent auditor
selected by CWS and Promote Member. The BR Audit shall be conducted at the expense of the Company. Bluerock and CWS shall each
bear fifty percent (50%) of the costs associated with the CWS Audit. The Company, the Subsidiaries and such Subsidiary and the
other Members shall reasonably cooperate in connection with any audit.


 


8.2          Reports
and Financial Statements.


 


(a)          Within
five (5) business days of the end of each Fiscal Year, the Manager shall cause each Member to be furnished with two sets of the
following additional annual reports computed as of the last day of the Fiscal Year:


 


(1)         An
unaudited balance sheet of the Company;


 


(2)         An
unaudited statement of the Company’s profit and loss; and


 


(3)         A
statement of the Members’ Capital Accounts and changes therein for such Fiscal Year.


 




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(b)          Within
the time periods set forth in the Management Agreement, the Property Manager is required to furnish to Owner such information as
requested by Bluerock as is necessary for any reporting requirements of the SOIFs, BR Growth, or BR Growth II (to the extent any
of such affiliates of Bluerock are hereafter a Member or direct or indirect owner of a Member of the Company) and any reporting
requirements of any REIT Member (whether a direct or indirect owner) to determine its qualification as a REIT and its compliance
with REIT Requirements as shall be reasonably requested by Bluerock. Further, as provided in the Management Agreement, the Property
Manager is required to cooperate in a reasonable manner at the request of any Member to work in good faith with any designated
accountants or auditors of such Member or its Affiliates so that such Member or its Affiliate is able to comply with its public
reporting, attestation, certification and other requirements under the Securities Exchange Act of 1934, as amended, applicable
to such entity, and to work in good faith with the designated accountants or auditors of the Member or any of its Affiliates in
connection therewith, including for purposes of testing internal controls and procedures of such Member or its Affiliates.


 


(c)          The
Members acknowledge that the Property Manager is obligated to perform Property-related accounting and furnish Property-related
accounting statements under the terms of the Management Agreement (the “Property Manager Reports”). Manager
shall be entitled to rely on the Property Manager Reports with respect to its obligations under this Section 8, and
the Members acknowledge that the reports to be furnished shall be based on the Property Manager Reports, without any duty on the
part of the Manager to further investigate the completeness, accuracy or adequacy of the Property Manager Reports.


 


8.3          Tax
Representative.


 


(a)          Bluerock
is hereby designated as the “tax matters partner” of the Company and the Subsidiaries, as defined in Code Section 6231(a)(7)
(the “Tax Matters Member”) and shall prepare or cause to be prepared all income and other tax returns of the
Company and its Subsidiaries pursuant to the terms and conditions of Section 8.5. Except as otherwise provided in
this Agreement, all elections required or permitted to be made by the Company and its Subsidiaries under the Code or state
tax law shall be timely determined and made by Bluerock in its reasonable good faith discretion
after consultation with CWS. The Members intend that the Company be treated as a partnership for U.S. federal, state and
local tax purposes, and the Members will not elect or authorize any person to elect to change the status of the Company from that
of a partnership for U.S. federal, state and local income tax purposes. Bluerock agrees to consult with CWS with respect to any
written notice of any material tax elections and any material inquiries, claims, assessments, audits, controversies or similar
events received from any taxing authority. In addition, upon the request of any Member, the Company and each of its Subsidiaries
shall make an election pursuant to Code Section 754 to adjust the basis of the Company’s property in the manner provided
in Code Sections 734(b) and 743(b). The Company hereby indemnifies and holds harmless Bluerock from and against any claim,
loss, expense, liability, action or damage resulting from its acting or its failure to take any action as the “tax matters
partner” of the Company and its Subsidiaries, provided that any such action or failure to act does not constitute gross
negligence or willful misconduct by Bluerock. As the Tax Matters Member, Bluerock shall take
such action as may be necessary to cause to the extent possible each other Member to become a “notice partner” within
the meaning of Code Section 6231(a)(8). Bluerock shall use reasonable efforts to inform each other Member of all material
matters that may come to its attention in its capacity as the Tax Matters Member by giving notice thereof within ten (10) business
days after becoming aware thereof and, within such time, shall forward to each other Member copies of all material written communications
it may receive in such capacity. If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b),
such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the
Member’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.
Without the consent of each Member, the Tax Matters Member shall not extend the statute of limitations, file a request for administrative
adjustment, file suit concerning any tax refund or deficiency relating to any Company administrative adjustment or enter into
any settlement agreement relating to any Company item of income, gain, loss, deduction or credit for any Fiscal Year of the Company.
This provision is not intended to authorize the Tax Matters Member to take any action left to
the determination of an individual Member under Sections 6222 through 6231 of the Code.


 




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(b)          If,
and to the extent that, provisions of the Bipartisan Budget Act of 2015 (the “2015 Act”)
apply to any audit of any tax return of the Company (“Affected Tax Return”),
then the following provisions shall apply:


 


(i)          Bluerock
shall be designated and shall act as the “Partnership Representative”
pursuant to the Code with all of the rights, duties and powers provided for in Code Sections 6221 through 6241 (as modified
by the 2015 Act), subject to any limitations in this Section 8.3. Following such designation, any reference to the
Tax Matters Member in this Agreement shall be deemed to refer to the Partnership Representative, and the Partnership Representative
shall succeed to all of the duties and rights of the Tax Matters Member that existed prior to the application of the provisions
of the 2015 Act. Subject to the terms of this Agreement, the Partnership Representative shall have full discretion to represent
and bind the Company in each audit conducted by any taxing authority, including without limitation the power and authority (i) to
make an election under Section 6223 (if available) or Section 6226 of the Code (as amended by the 2015 Act), and any
Treasury Regulations promulgated in accordance therewith, and (ii) to take, and to cause the Company to take, all actions
necessary or convenient to give effect to such an election.  The Company may engage accountants
and legal counsel to assist the Partnership Representative in discharging its duties hereunder at the expense of the Company.


 


(ii)         The
Partnership Representative shall keep the other Members reasonably advised of any material dispute the Company or any Subsidiary
may have with any federal, state or local taxing authority. The costs and expenses incurred by a Member in connection with
the preceding sentence shall not be treated as expenses of the Company. All expenses incurred by the Partnership Representative
with respect to any tax matter that does or may affect the Company, or any Member by reason thereof, shall be paid for out of Company
assets and shall be treated as Company expenses (other than, for the avoidance of doubt, such costs and expenses of the Partnership
Representative in its capacity as a Member which shall not be treated as expenses of the Company).


 


(iii)        Unless
directed to the contrary by the unanimous written consent of the Members, upon any final adjustment occurring under the procedures
of the 2015 Act, the Partnership Representative shall cause the Company to timely elect to utilize the alternative procedure described
in Section 6226 of the Code (as modified by the 2015 Act) to have the Members of the Company for the year which is under examination
pay the applicable tax liability, and the Partnership Representative shall provide the Internal Revenue Service and each affected
Member with such information as required by such Section 6226 and any Treasury Regulations promulgated thereunder. Each Member
agrees to reasonably cooperate with the Company in utilizing the procedures under Section 6226 of the Code, whether or not
such person is a Member at the time of a final adjustment.


 




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(iv)        Each
applicable Member shall indemnify and reimburse the Company to the extent that the Company is required to make any payment for
a tax, interest, addition to tax or penalty on behalf of a Member or with respect to a Member’s share of any adjustment
to income, gain, loss, deduction, or credit as determined in the reasonable good faith discretion of the Partnership Representative
based on the amount each such Member should have borne (computed at the tax rate used to compute the Company’s liability).
To the fullest extent permitted by law, a Member’s obligations under this Section 8.3(b)(iv) shall survive the
dissolution, liquidation, termination and winding-up of the Company and shall survive, as to each Member, such Member’s
withdrawal from the Company or termination of the Member’s status as a Member. The Company may pursue all rights and remedies
it may have against each Member (or former Member). Any amounts payable to the Company under this Section 8.3(iv)
(an “Imputed Underpayment Amount”) shall be payable by the applicable
Member within ten (10) business days of receipt of notice that such payment is due. The Company shall have a right of set-off
against distributions to a Member or former Member in the amount of such Imputed Underpayment Amount, and any amount withheld
pursuant to this Section 8.3(b)(iv) shall be treated as an amount distributed to such Member for all purposes under
this Agreement. The Members agree to reasonably cooperate with the Company as necessary to carry out the intent of this Section 8.3,
and in furtherance thereof, each Member agrees to take all actions that the Partnership Representative informs it are reasonably
necessary to effect a valid decision of the Partnership Representative in its capacity as such, including without limitation providing
any information reasonably requested in connection with any tax audit or related proceeding (which information may be freely disclosed
to the Internal Revenue Service or other relevant taxing authorities) and paying the portion of a liability determined to be attributable
to such Member in accordance with this Section 8.3.


 


(v)         Bluerock
shall have the authority, its reasonable good faith discretion, to amend this Agreement where appropriate to provide for provisions
intended to address the application of the applicable rules of the Code, Treasury Regulations and the Internal Revenue Service
that apply to audits conducted pursuant to the 2015 Act, as they may be amended or interpreted from time-to-time, to the audit
of any Affected Tax Return.


 


8.4          Bank
Accounts. All funds of the Company are to be deposited in the Company’s name in such bank account or accounts as may
be designated by the Management Committee or established by the Property Manager pursuant to the Management Agreement and shall
be withdrawn on the signature of such Person or Persons as the Management Committee may authorize.


 


8.5          Tax
Returns. Bluerock shall cause to be prepared all income and other tax returns of the Company and its Subsidiaries required
by applicable law and shall submit such returns to the Management Committee for its review, comment and approval at least twenty
(20) days prior to the due date or extended due date thereof and shall thereafter cause the same to be filed in a timely manner
(including extensions). No later than the due date or extended due date, Manager shall deliver or cause to be delivered to each
Member a copy of the tax returns for the Company and such Subsidiaries with respect to such Fiscal Year, together with such information
with respect to the Company and such Subsidiaries as shall be necessary for the preparation by such Member of its U.S. federal
and state income or other tax and information returns; provided, however, Manager shall commit to deliver drafts
of K-1s to each of the Members no later than February 28 of the year following the end of each Fiscal Year, and shall deliver
final K-1’s to the Members promptly thereafter.


 




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8.6          Expenses.
Notwithstanding any contrary provision of this Agreement, the Members acknowledge and agree that the reasonable expenses and charges
incurred directly or indirectly by or on behalf of the Manager, Bluerock, CWS or Promote Member in connection with its obligations
under this Section 8 will be reimbursed by the Company to the applicable party to the extent provided in the applicable
Budget. Further, it is expressly understood and agreed that all reasonable expenses of Bluerock, CWS, Promote Member and their
respective principals and Affiliates associated with the Company or the Property, along with all accounting and administrative
expenses for CWS, shall be reimbursed by the Company, including without limitation, filing fees, tax returns, closing costs, due
diligence and travel to the extent provided in the applicable Budget.


 


Section 9.             Management
and Operations.


 


9.1          Management.


 


(a)          The
Company shall be managed by Bluerock (“Manager”), who shall have the authority to exercise all of the powers
and privileges granted by the Act, any other law or this Agreement, together with any powers incidental thereto, and to take any
other action not prohibited under the Act or other applicable law, so far as such powers or actions are necessary or convenient
or related to the conduct, promotion or attainment of the business, purposes or activities of the Company. Bluerock shall perform
its duties as the Manager in accordance with Due Care. Bluerock, on behalf of the Company, shall implement all Major Decisions
approved by the Members, enforce agreements entered into by the Company and its Subsidiaries, and conduct the business and affairs
of the Company and its Subsidiaries in accordance with the terms of this Agreement. Manager shall manage the operations and affairs
of the Company, subject to the oversight of the Management Committee. To the extent that Bluerock or a Bluerock Transferee Transfers
all or a portion of its Interest in accordance with Section 12 to a Bluerock Transferee, such Bluerock Transferee may
be appointed as the Manager under this Section 9.1(a) by Bluerock or a Bluerock Transferee then holding all or a portion
of an Interest without any further action or authorization by any Member.


 


(b)          The
Management Committee may appoint individuals to act on behalf of the Company with such titles and authority as determined from
time to time by the Management Committee.


 


(c)          Except
as specifically provided otherwise in this Agreement: (i) all Major Decisions shall require the consent of all Members, (ii) all
BR Major Decisions shall require only the consent of Bluerock, and (iii) if a CWS Change Event has occurred, then neither
CWS or Promote Member shall be entitled to vote on any Major Decision except for those Major Decisions set forth in the following
subsections of the definition of Major Decision: (iii), (iv), (xii) and (xiv), but only to the extent such Major Decisions relate
to Bluerock undertaking such Major Decision in furtherance of a 1031 exchange which does not comply with Section 9.2(i)
or to any business activity that is not within the purposes of the Company, and not otherwise; (vii) with regard to bankruptcy,
receivership or an assignment; (viii) with regard to making distributions; (x) with regard to amending organizational
documents; (xii) with regard to Affiliate sales, transfers or exchanges and/or for consideration other than cash; (xiii) with
regard to Affiliate financing, service contracts or fees; (xv) with regard to BR Credit Support Claims and Neutral Credit
Support Claims; and (xvi) with regard to the terms of any Credit Support, or any amendments or modifications thereto.


 




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9.2          Management
Committee.


 


(a)          Bluerock
and CWS hereby establish a management committee (the “Management Committee”). The Management Committee shall
consist of four (4) individuals appointed to act as “representatives” of the Member that appointed him or her (the
“Representatives”) as follows: (i) Bluerock shall be entitled to designate two (2) Representatives to represent
Bluerock; and (ii) CWS shall be entitled to designate two (2) Representatives to represent CWS. The initial members of the
Management Committee are set forth on Exhibit A. Bluerock and CWS each represents, warrants and covenants that the
Representatives designated by them on Exhibit A have, and shall at all times have, the full power and authority to
make decisions and vote as a member of the Management Committee, and that such Representatives’ votes as members of the Management
Committee will be binding on each of them and any transferee of all or a portion of their Interest; unless and until such time
as Bluerock or CWS or their transferee notifies the other Member of a change in a Representative, after which time this sentence
shall apply only with respect to the replacement Representative.


 


(b)          Each
member of the Management Committee shall hold office until death, resignation or removal at the pleasure of the Member that appointed
him or her. If a vacancy occurs on the Management Committee, the Person with the right to appoint and remove such vacating Representative
shall appoint his or her successor. A Member shall lose its right to have Representatives on the Management Committee, and its
Representatives on the Management Committee shall be deemed to be automatically removed, as of the date on which such Member ceases
to be a Member or as otherwise provided in this Agreement. If Bluerock or a Bluerock Transferee Transfers all or a portion of its
Interest to a Bluerock Transferee pursuant to Section 12.2, such Bluerock Transferee shall automatically, and without
any further action or authorization by any Member, succeed to the rights and powers of Bluerock under this Section 9
as may be agreed to between Bluerock or the Bluerock Transferee which is transferring the Interest, on the one hand, and the Bluerock
Transferee to which the Interest is being transferred, on the other hand, including the shared or unilateral right to appoint the
Representatives that Bluerock was theretofore entitled to appoint pursuant to Section 9.2(a).


 


(c)          The
Management Committee shall meet once every quarter (unless waived by mutual agreement of the Members) and at such other times as
may be necessary for the conduct of the Company’s business on at least five (5) days prior written notice of the time and
place of such meeting given by any Representative. Notice of regular meetings of the Management Committee is not required. Representatives
may waive in writing the requirements for notice before, at or after a special meeting, and attendance at such a meeting without
objection by a Representative shall be deemed a waiver of such notice requirement.


 




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(d)          The
Management Committee shall have the right, but not the obligation, to elect one of the Representatives or another person to serve
as Secretary of the Management Committee. Such person shall hold office until his or her death, resignation or removal by a vote
of the Management Committee. The Secretary or a person designated by him or her shall take written minutes of the proceedings of
the meetings of the Management Committee, and such minutes shall be filed with the records of the Company.


 


(e)          The
only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative
appointed by Bluerock and one (1) Representative appointed by CWS; provided, however, that if CWS has not appointed
at least one (1) Representative to the Management Committee at the time of such meeting (for example, if each CWS Representative
has been removed and not replaced), then a quorum for a meeting of the Management Committee shall be one (1) Representative appointed
by Bluerock. Each of the two (2) Representatives appointed by Bluerock shall be entitled to cast two (2) votes on any matter that
comes before the Management Committee and each of the Representatives appointed by CWS shall be entitled to cast one (1) vote on
any matter that comes before the Management Committee. Approval by the Management Committee of any matter shall require the affirmative
vote (including votes cast by proxy) of at least a majority of the votes of the Representatives then in office voting at a duly
held meeting of the Management Committee.


 


(f)          Any
meeting of the Management Committee may be held by conference telephone call, video conference or through similar communications
equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a telephonic
and/or video conference meeting held pursuant to this Section 9 shall constitute presence in person at such meeting.


 


(g)          Any
action required or permitted to be taken at a meeting of the Management Committee may be taken without a meeting, without prior
notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the Representatives
having not less than the minimum of votes that would be necessary to authorize or take such action at a meeting at which all Representatives
entitled to vote thereon were present and voted. All consents shall be filed with the minutes of the proceedings of the Management
Committee.


 


(h)          Except
as otherwise expressly provided in this Agreement, none of the Members or their Representatives (in their capacities as members
of the Management Committee) only, shall have any duties or liabilities to the Company or any other Member (including any fiduciary
duties), whether or not such duties or liabilities otherwise arise or exist in law or in equity, and, to the extent permitted by
applicable law, each Member hereby expressly waives any such duties or liabilities; provided, however, that this
Section 9.2(h) shall not eliminate or limit the liability of such Representatives or the Members (A) for acts
or omissions that involve fraud, intentional misconduct or a knowing and culpable violation of law, or (B) for any transaction
not permitted or authorized under or pursuant to this Agreement from which such Representative or Member derived a personal benefit
unless the Management Committee has approved in writing such transaction in accordance with this Agreement; provided, further,
however, that each of such Representative and/or Member acts in accordance with Due Care. Except as provided in this Agreement,
whenever in this Agreement a Representative of a Member and/or a Member is permitted or required to make a decision affecting or
involving the Company, any Member or any other Person, such Representative and/or such Member shall be entitled to consider only
such interests and factors as he, she or it desires, including a particular Member’s interests, and shall, to the fullest
extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting
the Company or any Member.


 




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(i)          Subject
to obtaining any necessary Lender approvals, Bluerock, in its sole discretion, may at any time elect to cause the Company to transfer
one or more of the Properties (each, a “Divided Property”) to a new limited liability company (an “LLC”)
formed for the purpose of owning such Divided Property, which LLC shall be owned by the Members in the same percentages as such
Members own their Interests in the Company. The operating agreement for the LLC shall be substantially similar in form to this
Agreement except (i) as mutually agreed by the Members and (ii) that revisions shall be made to this Agreement and the
operating agreements for the LLCs to reflect that the distributions under Section 6.1(c) shall be made on an aggregate
basis with respect to the Company and the Divided Property LLCs with the effect that the distribution economics as set forth under
Section 6.1(c) hereof shall be respected among the Company and the Divided Property LLCs on an aggregated basis (for
purposes of clarity, no amounts shall be distributable under Section 6.1(c)(7) of any Divided Property LLC or this
Agreement (as revised) unless and until the aggregate Preferred Return and Capital Contributions have first been distributed with
respect to the Company and all Divided Property LLCs). The transfer of a Divided Property to an LLC shall be structured to qualify
as a partnership division pursuant to Treas. Reg. § 1.708-1(d), and shall be accomplished by transferring 100% of the
membership interest in the Owner that owns the Divided Property to the LLC and as otherwise described in Treas. Reg. § 1.708-1(d)(3)(i)(A).
The LLC shall take the Divided Property subject to the Company’s obligations under the Loan documentation and the related
security agreements, and the Manager is authorized to execute, and shall execute, all necessary documents and take all other actions
on behalf of the Company to effectuate such transfer. All costs and expenses of effecting a Divided Property incurred by the Company
shall be borne by Bluerock. If Bluerock desires to exchange a Property, including, without limitation, a Divided Property, pursuant
to a Code Section 1031 exchange and CWS and Promote Member do not, then Bluerock may, after or concurrently with the sale
of such Property, cause the exchange property to be acquired by the LLC, provided that concurrently with the sale of such Property,
Bluerock shall cause CWS’ and Promote Members’ interest in the Company with respect to the sold Property to be redeemed
for an amount equal to what CWS and the Promote Member would have received had such Property been sold and proceeds were distributed
pursuant to Section 6 of this Agreement rather than used to consummate a Code Section 1031 exchange.


 




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9.3          Budget.


 


(a)          Attached
hereto as Exhibit D is the form of Budget applicable to the balance of the 2017 Fiscal Year, which Budget is deemed
approved by each Owner and the Property Manager. The Property Manager shall submit a proposed Budget for a Fiscal Year to each
Owner for such Owner’s review no later than September 15th of the year prior to the beginning of such Fiscal
Year. In the event any Owner does not approve any Budget proposed by the Property Manager, in whole or in part, any Owner and the
Property Manager shall in good faith cooperate to resolve any differences with respect to the proposed Budget for such Fiscal Year
as soon as may be reasonably practicable, but in no event later than December 31 of the year prior to the beginning of such
Fiscal Year. If for any reason the Property Manager and an Owner are unable to agree on a form of Budget for a Fiscal Year prior
to such deadline, such Owner shall, at its election, be entitled to unilaterally establish the Budget for such Fiscal Year and
such Owner-prepared Budgets shall be implemented by the Property Manager as provided in the Management Agreement. Until a complete
new Budget is approved, as provided in the Management Agreement, and so long as an Owner has not unilaterally established a Budget
as provided in the immediately preceding sentence, Property Manager is required to operate the Property on the basis of the Budget
for the prior Fiscal Year adjusted, as necessary, for (i) any actual changes in Uncontrollable Expenses, (ii) increases
in Controllable Expenses based on changes in the Consumer Price Index All Urban Consumers for the area in which the Property is
located, and (iii) any Emergency Expenditure. In the instance that the Property is operating on the basis of the Budget for
the prior Fiscal Year, all capital expenditures (except capital expenditures which are Emergency Expenditures) must be prior approved
by an Owner in writing. It is hereby expressly acknowledged by the parties that the Budgets are intended as projections only, and
the Property Manager shall have no responsibility (other than the reporting set forth in Section 9.3(c)) for any shortfall
or other loss because the Property operations do not achieve the results projected in any Budget. Each Fiscal Year Budget shall
include the information set forth in Exhibit B attached hereto.


 


(b)          The
Budget shall constitute a major control under which the Property Manager shall be required to operate the Property, and there shall
be no substantial variances therefrom except as permitted by the Property Management Agreement or approved by an Owner (and, to
the extent required under this Agreement, by the Management Committee established hereunder) in writing. Consequently, except as
permitted by other provisions of the Management Agreement, no expenses may be incurred or commitments made by the Property Manager
in connection with the maintenance and operation of the Property which exceed the amounts allocated to the corresponding line item
amounts in the Budget for the period in question by more than ten percent (10%) or $5,000 per line item, whichever is less, without
the prior consent of an Owner; provided that the foregoing limitation shall not apply to the “Base Management Fee”
(which will be determined as provided in the Management Agreement), or to expenses for Uncontrollable Expenses; and provided that
the Property Manager will be permitted to pay expenses in excess of Budget allowances if the expenses represent reallocation among
periods of amounts otherwise allowed by this provision or which represent cost savings in any line item or the application of a
contingency line item, if any, (for avoidance of doubt, any such reallocation shall only occur within a Budget for a given Owner
and Property, and not among Budgets for multiple Owners and/or Properties). Any Owner’s agreement to pay any fee or cost
as evidenced by the inclusion of any item in an approved Budget shall have the same binding effect as if such agreement to pay
was expressly set forth in the Management Agreement.


 


(c)          In
the event there shall be a variance in any summary accounts between the results of operations for any month and the estimated results
of operations for such month (as set forth in the corresponding line item amount contained in the Budget) in excess of ten percent
(10%) or $5,000 per line item, whichever is less, the Property Manager shall furnish to the Owner, within the time period set forth
in the Management Agreement, a written explanation as to why the variance occurred. If substantial variances have occurred or are
anticipated by the Property Manager during the remainder of any Fiscal Year, the Property Manager shall, as provided in the Management
Agreement, prepare and submit to the Owner, for review and approval by such Owner, a revised forecast covering the remainder of
the Fiscal Year with an explanation for the revision.


 




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(d)          Notwithstanding
the terms of Section 9.3(a) through Section 9.3(c) above, any Budget may, at any time, be amended by Bluerock
in its commercially reasonable discretion.


 


(e)          For
all purposes of this Section 9.3, subject to the rights of CWS and Promote Member to approve Major Decisions as set
forth in Section 9.1(c), the limitations on Bluerock undertaking BR Major Decisions set forth in Section 5.7,
Section 9.7, Section 9.10, of this Agreement, and the limitations on Bluerock implementing BR Major Decisions
as contemplated in the definition of BR Major Decisions, decisions on behalf of any Owner shall be made by the Management Committee.


 


9.4          Implementation
of Plan by Property Manager. The Property Manager shall, subject to the limitations contained in the Management Agreement,
the availability of operating revenues and other cash flow and any other matters outside of the reasonable control of the Property
Manager, be required to implement and shall not vary or modify the then applicable Budget unless
otherwise expressly permitted to vary or modify the applicable Budget pursuant to the Management Agreement.


 


9.5          Affiliate
Transactions. Except for the Management Agreement, the License Agreement and, if applicable, the Corporate Housing Agreement,
no agreement shall be entered into by the Company or any Owner with a Member or any Affiliate of a Member and no decision shall
be made in respect of any such agreement (including, without limitation, the enforcement or termination thereof) unless such agreement
or related decision shall have been approved in writing by all Members. Without limiting the foregoing, except for the Management
Agreement, the License Agreement, and, if applicable, the Corporate Housing Agreement, any such agreement shall be on arm’s
length terms and conditions, be terminable on thirty (30) days’ notice without penalty and the terms and conditions of such
agreement shall be disclosed to all Representatives prior to the execution and delivery thereof. Further, the written approval
of Bluerock shall be required prior to the use of the name “Bluerock” in connection with any matter or transaction
and the written approval of CWS and Promote Member shall be required prior to the use of the name “CWS” in connection
with any matter or transaction.


 


9.6          Other
Activities.


 


(a)          Right
to Participation in Other Member Ventures. Neither the Company nor any Member (or any Affiliate of any Member) shall have any
right by virtue of this Agreement either to participate in or to share in any other now existing or future ventures, activities
or opportunities of any of the other Members or their Affiliates, or in the income or proceeds derived from such ventures, activities
or opportunities.


 


(b)          Limitation
on Actions of Members; Binding Authority. No Member shall, without the prior written consent of the other Members, take any
action on behalf of, or in the name of, the Company, or enter into any contract, agreement, commitment or obligation binding upon
the Company, or, in its capacity as a Member or Manager of the Company, perform any act in any way relating to the Company or the
Company’s assets, except in a manner and to the extent consistent with the provisions of this Agreement.


 




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9.7          Management
Agreement.


 


(a)          Independent
Contractor. CWS Apartment Homes LLC, a Delaware limited liability company, as Property Manager, has agreed to provide management
services to each Owner with respect to the Property on the terms set forth in the respective Management Agreement; and it is agreed
that the Property Manager shall provide such management services to such Owner as an independent contractor.


 


(b)          Management
and Oversight Fees. Each Owner has entered into a Management Agreement with the Property Manager (as such Management Agreement
may be updated and supplemented from time to time) pursuant to which the Property Manager will be required to provide the management
services described therein to such Owner. Pursuant to the Management Agreement and subject to the terms of the Loan Documents,
the Property Manager will be entitled to receive a property management fee equal to three percent (3.0%) of Gross Rental Revenue
(as defined in the Management Agreement) but in no event less than $7,500.00 per month during “lease-up” (as more particularly
described in Section 3.1 of the Management Agreement (the “Base Management Fee”). CWS Apartment
Homes LLC, as the Property Manager, or its designee, shall also be entitled to a construction management fee of three percent (3.0%)
as provided in the Management Agreement.


 


(c)          Termination
of Management Agreement.


 


(1)         The
Management Agreement shall be terminable as provided under its terms and conditions by any Owner or Bluerock or, as long as the
Property Manager is CWS Apartment Homes LLC, by Property Manager.


 


(2)         Notwithstanding
anything to the contrary in this Section 9.7(c), no termination of a Management Agreement or buyout of the other party’s
Interest in the Company shall be permitted unless permitted or approved under any applicable Collateral Agreement or under the
Loan Documents.


 


(d)          Delegation.
Any delegation of the responsibilities of Property Manager or the subcontracting for such services will be subject to the prior
written consent of the Management Committee. Separate agreements may also be entered into with CWS, Bluerock, their respective
Affiliates, or with third parties for certain services to be provided to the Company or any Owner, including leasing, construction
management, property management, asset management, technology services, etc., on an arms-length basis and on terms and conditions
which are competitive for services and supplies rendered by persons or entities of similar skill, competence and experience other
than the Members or their respective Affiliates. Such arrangements shall be at market rates, and shall, subject to the final sentence
of this Section 9.7(d), be entered into only with the prior written approval of the Members, consistent with an approved
budget and business plan for each asset. Unless otherwise agreed, all such contracts will be payable on a monthly basis and will
be terminable upon thirty (30) days’ notice for any reason or no reason. Notwithstanding the foregoing, the Members hereby
approve the Management Agreement and the License Agreement. Further notwithstanding anything contained herein to the contrary,
this Section 9.7 shall not be construed to prevent the Management Committee from unilaterally selecting a replacement
Property Manager which is not an Affiliate of Bluerock following any termination of the Management Agreement.


 




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9.8          Operation
in Accordance with REOC/REIT Requirements.


 


(a)          The
Members acknowledge that Bluerock or one or more of its Affiliates (a “BR Affiliate”) intends or may intend
to qualify as a “real estate operating company” or “venture capital operating company” within the meaning
of U.S. Department of Labor Regulation 29 C.F.R. §2510.3-101 (a “REOC”), and agree that the Company
and its Subsidiaries shall in such case be operated in a manner that will enable Bluerock and such BR Affiliate to so qualify.
Notwithstanding anything herein to the contrary, the Company and its Subsidiaries shall not take, or refrain from taking, any action
that Bluerock notifies the Company would result in Bluerock or a BR Affiliate from failing to qualify as a REOC. The Members acknowledge
and agree that Bluerock may assign any or all of its rights or powers under this Agreement as Manager, to designate committee representatives,
to provide consents and approvals, or any other rights or powers to one or more of its BR Affiliates as it deems appropriate, and
the exercise of any such rights or powers by a BR Affiliate shall have full force and effect under this Agreement without the need
for any further consent or approval. Except as disclosed to Bluerock, CWS (a) shall not fund any Capital Contribution “with
the ‘plan assets’ of any ‘employee benefit plan’ within the meaning of Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended or any ‘plan’ as defined by Section 4975 of the Internal
Revenue Code of 1986, as amended”, and (b) shall comply with any reasonable requirements specified by Bluerock in order
to ensure compliance with this Section 9.8.


 


(b)          Except
for the Property, neither the Company nor its Subsidiaries shall hold any investment, incur any indebtedness or otherwise take
any action that would cause any Member of the Company (or any Person holding an indirect interest in the Company through an entity
or series of entities treated as partnerships for U.S. federal income tax purposes) to realize any “unrelated business taxable
income” as such term is defined in Code Sections 511 through 514, unless specifically agreed to by the Manager in writing.
No Manager, Member or any Affiliate thereof shall be liable for any income or other taxes, damages, costs or expenses incurred
by the Company or any Member by reason of the recognition by the Company of UBTI.


 


(c)          The
Company (and any direct or indirect Subsidiary of the Company) may not engage in any activities or hold any assets that would constitute
or result in the occurrence of a REIT Prohibited Transaction as defined herein. Notwithstanding anything to the contrary contained
in this Agreement, during the time a REIT Member is a Member of the Company, neither the Company, any direct or indirect Subsidiary
of the Company, nor any Member of the Company shall knowingly take or refrain from taking any action which, or the effect of which,
would constitute or result in the occurrence of a REIT Prohibited Transaction by the Company or any direct or indirect Subsidiary
thereof, including without limiting the generality of the foregoing, but in amplification thereof:


 




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(i)          Entering
into any lease, license, concession or other agreement or permitting any sublease, license, concession or other agreement that
provides for rent or other payment based in whole or in part on the income or profits of any person, excluding for this purpose
a lease that provides for rent based in whole or in part on a fixed percentage or percentages of gross receipts or gross sales
of any person without reduction for any costs of the lessee (and in the case of a sublease, without reduction for any sublessor
costs). Bluerock confirms, without approving the same, that it has nonetheless had the opportunity to both review and approve all
of the documents described in the immediately preceding sentence which are in existence as of the date of this Agreement;


 


(ii)         Leasing
personal property, excluding for this purpose a lease of personal property that is entered into in connection with a lease of real
property where the rent attributable to the personal property is less than 15% of the total rent provided for under the lease.
Bluerock confirms without approving the same, that it has nonetheless had the opportunity to both review and approve all of the
documents described in the immediately preceding sentence which are in existence as of the date of this Agreement;


 


(iii)        Acquiring
or holding any debt investments, excluding for these purposes “debt” solely between wholly-owned Subsidiaries of the
Company, unless (I) the amount of interest income received or accrued by the Company under such loan does not, directly or
indirectly, depend in whole or in part on the income or profits of any person, and (II) the debt is fully secured by mortgages
on real property or on interests in real property. Notwithstanding anything to the contrary herein, in the case of debt issued
to the Company by a Subsidiary which is treated as a “taxable REIT subsidiary” of the REIT Member, such debt shall
be secured by a mortgage or similar security interest, or by a pledge of the equity ownership of a subsidiary of such taxable REIT
subsidiary. Bluerock hereby confirms, without approving the same, that it has nonetheless had the opportunity to both review and
approve all debt investments in effect as of the date of this Agreement;


 


(iv)        Acquiring
or holding, directly or indirectly, more than 10% of the outstanding securities of any one issuer (by vote or value) other than
an entity which either (i) is taxable as a partnership or a disregarded entity for United States federal income tax purposes,
(ii) has properly elected to be a taxable REIT subsidiary of the REIT Member by jointly filing with REIT, IRS Form 8875, or
(iii) has properly elected to be a real estate investment trust for U.S. federal income tax purposes;


 


(v)         Entering
into any agreement where the Company receives amounts, directly or indirectly, for rendering services to the tenants of any property
that is owned, directly or indirectly, by the Company other than (i) amounts received for services that are customarily furnished
or rendered in connection with the rental of real property of a similar class in the geographic areas in which the Property is
located where such services are either provided by (A) an Independent Contractor (as defined in Section 856(d)(3) of
the Code) who is adequately compensated for such services and from which the Company or REIT Member do not, directly or indirectly,
derive revenue or (B) a taxable REIT subsidiary of REIT Member who is adequately compensated for such services or (ii) amounts
received for services that are customarily furnished or rendered in connection with the rental of space for occupancy only (as
opposed to being rendered primarily for the convenience of the Property’s tenants);


 




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(vi)        Entering
into any agreement where a material amount of income received or accrued by the Company under such agreement, directly or indirectly,
does not qualify as either (i) “rents from real property” or (ii) “interest on obligations secured
by mortgages on real property or on interests in real property,” in each case as such terms are defined in Section 856(c)
of the Code;


 


(vii)       Holding
cash of the Company available for operations or distribution in any manner other than a traditional bank checking or savings account;


 


(viii)      Selling
or disposing of any property, subsidiary or other asset of the Company prior to (i) the completion of a two (2) year holding
period with such period to begin on the date the Company acquires a direct or indirect interest in such property and begins to
hold such property, subsidiary or asset for the production of rental income, and (ii) the satisfaction of any other requirements
under Section 857 of the Code necessary for the avoidance of a prohibited transaction tax on the REIT; or


 


(ix)         Failing
to make current cash distributions to REIT Member each year in an amount which does not at least equal the taxable income allocable
to REIT Member for such year; provided, however, any such cash distributions shall be made in accordance with the
priorities set forth in Section 6.1(c).


 


Notwithstanding the foregoing provisions
of this Section 9.8(c), the Company may enter into a REIT Prohibited Transaction if it receives the prior written approval
of the REIT Member specifically acknowledging that the REIT Member is approving a REIT Prohibited Transaction pursuant to this
Section 9.8(c). For purposes of this Section 9.8(c), “REIT Prohibited Transactions”
shall mean any of the actions specifically set forth in Sections 9.8(c)(i) through (c)(ix) as well as any action of
which the Company receives notice from Bluerock or a REIT Member that such action would result in a REIT Member losing its REIT
status under IRC Section 856 or would cause such REIT Member to be subject to any punitive taxation pursuant to IRC Section 857(b)(6).
The Loan or any loan contemplated by Section 5.2(b) shall not be considered a REIT Prohibited Transaction.


 


9.9          FCPA.


 


(a)          In
compliance with the Foreign Corrupt Practices Act, each Member will not, and will ensure that its officers, directors, employees,
shareholders, members, agents and Affiliates, acting on its behalf or on the behalf of the Company or any of its Subsidiaries or
Affiliates do not, for a corrupt purpose, offer, directly or indirectly, promise to pay, pay, promise to give, give or authorize
the paying or giving of anything of value to any official representative or employee of any government agency or instrumentality,
any political party or officer thereof or any candidate for office in any jurisdiction, except for any facilitating or expediting
payments to government officials, political parties or political party officials the purpose of which is to expedite or secure
the performance of a routine governmental action by such government officials or political parties or party officials. The term
“routine governmental action” for purposes of this provision shall mean an action which is ordinarily and commonly
performed by the applicable government official in (i) obtaining permits, licenses, or other such official documents which
such Person is otherwise legally entitled to; (ii) processing governmental papers; (iii) providing police protection,
mail pick-up and delivery or scheduling inspections associated with contract performance or inspections related to transit of goods
across country; (iv) providing phone service, power and water supply, loading and unloading of cargo, or protecting perishable
products or commodities from deterioration; or (v) actions of a similar nature.


 




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(b)          The
term routine governmental action does not include any decision by a government official whether, or on what terms, to award new
business to or to continue business with a particular party, or any action taken by an official involved in the decision making
process to encourage a decision to award new business to or continue business with a particular party.


 


(c)          Each
Member agrees to notify immediately the other Member of any request that such Member or any of its officers, directors, employees,
shareholders, members, agents or Affiliates, acting on its behalf, receives to take any action that may constitute a violation
of the Foreign Corrupt Practices Act.


 


9.10        BR
Major Decisions. BR Major Decisions shall be subject to the following terms and conditions.


 


(a)          BR
Sale. Prior to undertaking any BR Sale, Bluerock shall notify CWS and Promote Member thereof in writing and request CWS and
Promote Member to provide the names of up to three (3) Qualified Brokers which they would recommend to undertake and consummate
the BR Sale. CWS and Promote Member shall promptly respond to such request and shall provide a list of said Qualified Brokers in
order of preference and complete with relevant supporting information, including broker opinions of value. Bluerock will in good
faith consider the Qualified Brokers recommended by CWS and Promote Member and will, in its reasonable good faith discretion, select
a Qualified Broker to undertake and consummate the BR Sale (for avoidance of doubt, Bluerock shall have no obligation to select
any of the Qualified Brokers recommended by CWS and Promote Member, and may select another Qualified Broker who was not recommended
by CWS and Promote Member). A BR Sale must be undertaken by Bluerock on a bonafide arms-length basis with an independent third
party Person not affiliated with Bluerock. Bluerock shall keep the other Members reasonably apprised of the status of a BR Sale
and will promptly notify the other Members in writing of the proposed offering price and other terms and conditions of the proposed
BR Sale, and shall provide the other Members with copies of all proposed and final term sheets and agreements, and shall keep the
other Members informed regarding the progress of the BR Sale. It shall be a condition to any BR Sale that the Guarantor be released
from all Credit Support (subject to the Guarantor not being released for environmental liability arising prior to the date of loan
assumption under an environmental indemnity, and such other matters customarily not released in connection with Fannie Mae loan
assumptions) in connection with the applicable Loan if the Property which is the subject of the BR Sale is to be sold without a
full repayment of the Loan at the closing. Each BR Sale shall be on a full cash basis. The Members shall cooperate with each other
in a reasonable manner to implement a BR Sale under this Section 9.10, as requested by any Member and as necessary
to effect the sale of any interests in the Owner that owns the Property which is the subject of the BR Sale, including, without
limitation, a redemption of ownership interests or the sale of a fee interest in the Property which is the subject of the BR Sale,
without, however, requiring any change in the economics of such acquisition, or any additional liability of any Member, and with
all expenses related to any such revised structure being borne and paid by the requesting Member.


 




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(b)          BR
Financing. Bluerock may undertake a BR Financing on behalf of the Company or Subsidiary on a bona-fide arms-length basis with
an independent third party lender who is not an Affiliate of Bluerock. Bluerock shall promptly notify the other Members in writing
of the initiation of any BR Financing and the proposed terms of any BR Financing, shall promptly provide the other Members with
copies of all proposed applications, term sheets, commitments and loan documents, and shall keep the other Members informed regarding
the progress of the BR Financing. The BR Financing shall (i) be on a non-recourse basis (except for customary non-recourse
carve-outs), (ii) unless CWS Apartment Homes LLC will be the Property Manager of the applicable Property, not in any manner
require CWS, Promote Member or any Affiliate thereof to provide any Credit Support (except, in all circumstances where CWS Apartment
Homes LLC will be the Property Manager of the applicable Property, for Credit Support substantially consistent with terms that
the lender and Guarantor have agreed to at such time with respect to a customary loan program; provided, however,
in no event shall such Credit Support be on terms more onerous to the Guarantor than the terms of the Credit Support provided by
Guarantor in connection with the initial Loan), (iii) permit the consummation of the Transfers permitted under Section 12.2
of this Agreement in substantially the same manner as permitted under the initial Loan and without the payment of fees or charges
for Transfers other than customary review fees and fees which are not substantially greater than those set forth under the initial
Loan, (iv) if applicable, provide for the release of the Guarantor under the Credit Support (subject to the Guarantor not
being released for environmental liability arising prior to such date under an environmental indemnity, and such other matters
customarily not released in connection with Fannie Mae loan assumptions) upon consummation of the transactions contemplated by
the terms of Section 15 (other than the consummation of a Sale Election) or upon the termination of the Management
Agreement (unless, in each case, after exercising commercially reasonable efforts to effect such release, Bluerock causes a creditworthy
entity, reasonably acceptable to CWS, Promote Member and Guarantor, to provide an indemnity in form and substance reasonably satisfactory
to CWS, Promote Member and Guarantor, indemnifying Guarantor for matters arising from and after the date of or such consummation
or termination, and (v) permit substantially the same permitted transfers included in the loan documents relating to the initial
Loan which is in place at the time the Owner initially acquired the relevant Property.


 


(c)          When
implementing any BR Major Decision, Bluerock agrees that it shall not take or fail to take any action or decision on behalf of
the Company, any Subsidiary or with respect to any Property that is reasonably likely to result in a BR Credit Support Claim or
Neutral Support Claim against the Guarantor or materially increase the exposure of the Guarantor under any Credit Support as a
result of any increase in the principal amount of the Loan or other changes in the economic terms of the Loan or would in whole
or in part constitute a Major Decision.


 


9.11        Licensed
Property. Neither the Company nor any Owner may use any of the Licensed Property (as defined in the License Agreement) in connection
with any Property where CWS Apartment Homes LLC, a Delaware limited liability company is not the Property Manager, except as otherwise
specifically set forth in the License Agreement.


 




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Section 10.          Confidentiality.


 


10.1        Any
information relating to a Member’s business, operation or finances which are proprietary to, or considered proprietary by,
a Member are hereinafter referred to as “Confidential Information”. All Confidential Information in tangible
form (plans, writings, drawings, computer software and programs, etc.) or provided to or conveyed orally or visually to a receiving
Member, shall be presumed to be Confidential Information at the time of delivery to the receiving Member. All such Confidential
Information shall be protected by the receiving Member from disclosure with the same degree of care with which the receiving Member
protects its own Confidential Information from disclosure. Each Member agrees: (i) not to disclose such Confidential Information
to any Person except to those of its employees or representatives who need to know such Confidential Information in connection
with the conduct of the business of the Company and who have agreed to maintain the confidentiality of such Confidential Information
and (ii) neither it nor any of its employees or representatives will use the Confidential Information for any purpose other
than in connection with the conduct of the business of the Company; provided that such restrictions shall not apply if such Confidential
Information is or hereafter becomes public, other than by breach of this Agreement; was already in the receiving Member’s
possession prior to any disclosure of the Confidential Information to the receiving Member by the divulging Member; or has been
or is hereafter obtained by the receiving Member from a third party not bound by any confidentiality obligation with respect to
the Confidential Information; provided, further, that nothing herein shall prevent any Member from disclosing any portion of such
Confidential Information (1) to the Company and allowing the Company to use such Confidential Information in connection with
the Company’s business, (2) pursuant to judicial order or in response to a governmental inquiry, by subpoena or other
legal process, but only to the extent required by such order, inquiry, subpoena or process, and only after reasonable notice to
the original divulging Member, (3) as necessary or appropriate in connection with or to prevent the audit by a governmental
agency of the accounts of CWS or Bluerock, (4) in order to initiate, defend or otherwise pursue legal proceedings between
the parties regarding this Agreement, (5) necessary in connection with a Transfer of an Interest permitted hereunder or (6) to
a Member’s respective attorneys or accountants or other representatives.


 


10.2        The
Members and their Affiliates shall each act to safeguard the secrecy and confidentiality of, and any proprietary rights to, any
non-public information relating to the Company and its business, except to the extent such information is required to be disclosed
by law or reasonably necessary to be disclosed in order to carry out the business of the Company. Each Member may, from time to
time, provide the other Members written notice of its non-public information which is subject to this Section 10.2.


 


10.3        Without
limiting any of the other terms and provisions of this Agreement (including, without limitation, Section 9.6), to the
extent a Member (the “Pursuer”) provides the other Member with information relating to a possible investment
opportunity then being actively pursued by the Pursuer on behalf of the Company, the other Member receiving such information shall
not use such information to pursue such investment opportunity for its own account to the exclusion of the Pursuer so long as the
Pursuer is actively pursuing such opportunity on behalf of the Company and shall not disclose any Confidential Information to any
Person (except as expressly permitted hereunder) or take any other action in connection therewith that is reasonably likely to
cause damage to the Pursuer.


 




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10.4        Notwithstanding
anything contained in this Section 10 to the contrary, Bluerock shall have the right to make disclosures in connection
with the Company and the Property in order to comply with Securities and Exchange Commission requirements imposed on or otherwise
governing Bluerock and any Affiliate thereof who has an indirect interest in the Company.


 


Section 11.          Representations
and Warranties.


 


11.1        In
General. As of the date hereof, each of the Members hereby makes each of the representations and warranties applicable to such
Member as set forth in Section 11.2. Such representations and warranties shall survive the execution of this Agreement.


 


11.2        Representations
and Warranties. Each Member hereby represents and warrants that:


 


(a)          Due
Incorporation or Formation; Authorization of Agreement. Such Member is a corporation duly organized or a partnership or limited
liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or
formation and has the corporate, partnership or company power and authority to own its property and carry on its business as owned
and carried on at the date hereof and as contemplated hereby. Such Member is duly licensed or qualified to do business and in good
standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect
on its financial condition or its ability to perform its obligations hereunder. Such Member has the corporate, partnership or company
power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery
and performance of this Agreement has been duly authorized by all necessary corporate, partnership or company action. This Agreement
constitutes the legal, valid and binding obligation of such Member.


 


(b)          No
Conflict with Restrictions; No Default. Neither the execution, delivery or performance of this Agreement nor the consummation
by such Member (or any of its Affiliates) of the transactions contemplated hereby (i) does or will conflict with, violate
or result in a breach of (or has conflicted with, violated or resulted in a breach of) any of the terms, conditions or provisions
of any law, regulation, order, writ, injunction, decree, determination or award of any court, any governmental department, board,
agency or instrumentality, domestic or foreign, or any arbitrator, applicable to such Member or any of its Affiliates, (ii) does
or will conflict with, violate, result in a breach of or constitute a default under (or has conflicted with, violated, resulted
in a breach of or constituted a default under) any of the terms, conditions or provisions of the articles of incorporation, bylaws,
partnership agreement or operating agreement of such Member or any of its Affiliates or of any material agreement or instrument
to which such Member or any of its Affiliates is a party or by which such Member or any of its Affiliates is or may be bound or
to which any of its properties or assets is subject, (iii) does or will conflict with, violate, result in (or has conflicted
with, violated or resulted in) a breach of, constitute (or has constituted) a default under (whether with notice or lapse of time
or both), accelerate or permit the acceleration of (or has accelerated) the performance required by, give (or has given) to others
any material interests or rights or require any consent, authorization or approval under any indenture, mortgage, lease, agreement
or instrument to which such Member or any of its Affiliates is a party or by which such Member or any of its Affiliates or any
of their properties or assets is or may be bound or (iv) does or will result (or has resulted) in the creation or imposition
of any lien upon any of the properties or assets of such Member or any of its Affiliates.


 




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(c)          Governmental
Authorizations. Any registration, declaration or filing with, or consent, approval, license, permit or other authorization
or order by, or exemption or other action of, any governmental, administrative or regulatory authority, domestic or foreign, that
was or is required in connection with the valid execution, delivery, acceptance and performance by such Member under this Agreement
or consummation by such Member (or any of its Affiliates) of any transaction contemplated hereby has been completed, made or obtained
on or before the date hereof.


 


(d)          Litigation.
There are no actions, suits, proceedings or investigations pending, or, to the knowledge of such Member or any of its Affiliates,
threatened against or affecting such Member or any of its Affiliates or any of their properties, assets or businesses in any court
or before or by any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which could,
if adversely determined (or, in the case of an investigation could lead to any action, suit or proceeding which if adversely determined
could) reasonably be expected to materially impair such Member’s ability to perform its obligations under this Agreement
or to have a material adverse effect on the consolidated financial condition of such Member; such Member or any of its Affiliates
has not received any currently effective notice of any default, and such Member or any of its Affiliates is not in default, under
any applicable order, writ, injunction, decree, permit, determination or award of any court, any governmental department, board,
agency or instrumentality, domestic or foreign, or any arbitrator which could reasonably be expected to materially impair such
Member’s (or any of its Affiliate’s) ability to perform its obligations under this Agreement or to have a material
adverse effect on the consolidated financial condition of such Member.


 


(e)          Investigation.
Such Member is acquiring its Interest based upon its own investigation, and the exercise by such Member of its rights and the performance
of its obligations under this Agreement will be based upon its own investigation, analysis and expertise. Such Member is a sophisticated
investor possessing an expertise in analyzing the benefits and risks associated with acquiring investments that are similar to
the acquisition of its Interest.


 


(f)          Broker.
Except for ARA, a Newmark Company, no broker, agent or other person acting as such on behalf of such Member was instrumental in
consummating this transaction and that no conversations or prior negotiations were had by such party with any broker, agent or
other such person concerning the transaction that is the subject of this Agreement. The Members acknowledge and agree that the
Company shall be responsible for the fee payable to ARA, a Newmark Company.


 


(g)          Investment
Company Act. Neither such Member nor any of its Affiliates is, nor will the Company as a result of such Member holding an interest
therein be, an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940,
as amended.


 




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(h)         Securities
Matters.


 


(1)         None
of the Interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering,
issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the
representations, warranties and agreements contained in this Agreement. Such Member is an “accredited investor” as
such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.


 


(2)         Neither
the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed
the merits of the offer or sale of the Interests. Such Member is acquiring the Interests solely for such Member’s own account
for investment and not with a view to resale or distribution thereof in violation of the Securities Act.


 


(3)         Such
Member is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the
offer and sale of the Interests, and, except as provided in Section 12.2(f), no Member has taken any action which could
give rise to any claim by any person for brokerage commissions, finders’ fees (without regard to any finders’ fees
payable by the Company directly) or the like relating to the transactions contemplated hereby.


 


(4)         Such
Member is not relying on the Company or any of its officers, directors, employees, advisors or representatives with regard to the
tax and other economic considerations of an investment in the Interests, and such Member has relied on the advice of only such
Member’s advisors.


 


(5)         Such
Member understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under
the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Member agrees that
it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Interests in violation
of this Agreement.


 


(6)         Such
Member has adequate means for providing for its current financial needs and anticipated future needs and possible contingencies
and emergencies and has no need for liquidity in the investment in the Interests.


 


(7)         Such
Member has significant prior investment experience, including investment in non-listed and non-registered securities. Such Member
is knowledgeable about investment considerations and has a sufficient net worth to sustain a loss of such Member’s entire
investment in the Company in the event such a loss should occur. Such Member’s overall commitment to investments which are
not readily marketable is not excessive in view of such Member’s net worth and financial circumstances and the purchase of
the Interests will not cause such commitment to become excessive. The investment in the Interests is suitable for such Member.


 




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(8)         Such
Member represents to the Company that the information contained in this subparagraph (h) and in all other writings, if any,
furnished to the Company with regard to such Member (to the extent such writings relate to its exemption from registration under
the Securities Act) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption
from registration under federal and state securities laws in connection with the sale of the Interests.


 


Section 12.          Sale,
Assignment, Transfer or other Disposition.


 


12.1        Prohibited
Transfers. Except as otherwise provided in this Section 12, Sections 5.2(b), and 15.1, no Member
shall Transfer all or any part of its Interest, whether legal or beneficial, in the Company, and any attempt to so Transfer such
Interest (and such Transfer) shall be null and void and of no effect.


 


12.2        Affiliate
Transfers.


 


(a)          Subject
to the provisions of Section 12.2(b) hereof, and subject in each case to the prior written approval of each Member
(such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Interest in the Company at any
time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such
Affiliate holds such Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate
holds such Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member
having made the Transfer shall, at its own and sole expense, cause such putative transferee to indemnify the Company and the other
Member(s) against loss or damage under any Collateral Agreement.


 


(b)          Notwithstanding
anything to the contrary contained in this Agreement, (1) CWS, Promote Member or a CWS Transferee may Transfer without the
required approval set forth in Section 12.2(a) all or any portion of its Interests to any Affiliate of CWS or Promote
Member (collectively, a “CWS Transferee”) if after giving effect to such Transfer, the CWS Ownership/Control
Requirement will be satisfied and one or more of the Key Individuals, will hold either directly or indirectly, an aggregate of
no less than one percent (1%) of the aggregate Percentage Interests, and (2) Bluerock or a Bluerock Transferee may Transfer
without the required approval set forth in Section 12.2(a) of up to one hundred percent (100%) of its Interest to any
Affiliate of Bluerock, including but not limited to (A) BR Growth or any Person that is directly or indirectly owned by BR
Growth; (B) BR SOIF II or any Person that is directly or indirectly owned by BR SOIF II; (C) BR SOIF III
or any Person that is directly or indirectly owned by BR SOIF III; (D) BR REIT or any Person that is directly or indirectly
owned by BR REIT; or (E) BR Growth II, or any Person that is directly or indirectly owned by BR Growth II (collectively,
a “Bluerock Transferee”); provided, however, no Transfer shall be permitted and shall be void
ab initio if it shall violate any “Transfer” provision of the Loan Documents or any applicable Collateral Agreement
with third party lenders.


 


(c)          Upon
the execution by any such CWS Transferee or Bluerock Transferee of such documents necessary to admit such party into the Company
and to cause the CWS Transferee or Bluerock Transferee (as applicable) to become bound by this Agreement, the CWS Transferee or
Bluerock Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.


 




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(d)          The
Transfer of any interest in Manager and any transferee of an interest in Manager shall be recognized and permitted under this Agreement
and by the Members, without any further action or authorization by any Member.


 


12.3        Admission
of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided
in Section 5.2(b), no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted
as a Member under this Section 12.3:


 


(a)          If
a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee
executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other
fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and
transferee execute such documents and deliver such certificates to the Company and the remaining Members as may be required by
applicable law or otherwise advisable; and


 


(b)          Notwithstanding
the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no
effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if
the Management Committee determines in its sole discretion that:


 


(1)         the
Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws;


 


(2)         the
Transfer would result in a termination of the Company under Code Section 708(b); provided, however, that any
such determination under this Section 12.3(b)(2) shall require the reasonable determination and approval of at least
one (1) Representative appointed by CWS.


 


(3)         as
a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of
1940, as amended, or any rules or regulations promulgated thereunder;


 


(4)         if
as a result of such Transfer the aggregate value of Interests held by “benefit plan investors” including at least one
benefit plan investor that is subject to ERISA, could be “significant” (as such terms are defined in U.S. Department
of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “plan
assets” for purposes of ERISA;


 




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(5)         as
a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse
federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(5),
a Person (the “beneficial owner”) indirectly owning an interest in the Company through a partnership, grantor
trust or S corporation (as such terms are used in the Code) (the “flow-through entity”) shall be considered
a member, but only if (i) substantially all of the value of the beneficial owner’s interest in the flow-through entity
is attributable to the flow-through entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion
of the Management Committee, a principal purpose of the use of the flow-through entity is to permit the Company to satisfy the
100-member limitation;


 


(6)         the
transferor failed to comply with the provisions of Sections 12.2(a) or (b); or


 


(7)         the
transfer would result in a violation of any Credit Support constituting part of the Loan Documents, unless otherwise approved in
accordance with the Loan Documents.


 


The Management Committee may require the
provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from
any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations
under this Section 12.3.


 


12.4        Withdrawals.
Each of the Members does hereby covenant and agree that it will not withdraw, resign, retire or disassociate from the Company,
except as a result of a Transfer of its entire Interest in the Company permitted under the terms of this Agreement and that it
will carry out its duties and responsibilities hereunder until the Company is terminated, liquidated and dissolved under Section 13.
No Member shall be entitled to receive any distribution or otherwise receive the fair market value of its Interest in compensation
for any purported resignation or withdrawal not in accordance with the terms of this Agreement.


 


Section 13.          Dissolution.


 


13.1        Limitations.
The Company may be dissolved, liquidated and terminated only pursuant to the provisions of this Section 13, and, to
the fullest extent permitted by law but subject to the terms of this Agreement, the parties hereto do hereby irrevocably waive
any and all other rights they may have to cause a dissolution of the Company or a sale or partition of any or all of the Company’s
assets.


 


13.2        Exclusive
Events Requiring Dissolution. The Company shall be dissolved only upon the earliest to occur of the following events (a “Dissolution
Event”):


 


(a)          the
expiration of the specific term set forth in Section 2.5;


 


(b)          at
any time at the election of all of the Members in writing;


 


(c)          at
any time there are no Members (unless otherwise continued in accordance with the Act);


 


(d)          the
entry of a decree of judicial dissolution pursuant to Section 18-802 of the Act; or


 




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(e)          the
Purchase Agreement has not been closed by the “Closing Date”, as such term is defined in, and as may be extended
under, the Purchase Agreement.


 


13.3        Liquidation.
Upon the occurrence of a Dissolution Event, the business of the Company shall be continued to the extent necessary to allow an
orderly winding up of its affairs, including the liquidation of the assets of the Company pursuant to the provisions of this Section 13.3,
as promptly as practicable thereafter, and each of the following shall be accomplished:


 


(a)          The
Management Committee shall cause to be prepared a statement setting forth the assets and liabilities of the Company as of the date
of dissolution, a copy of which statement shall be furnished to all of the Members.


 


(b)          The
property and assets of the Company shall be liquidated or distributed in kind under the supervision of the Management Committee
as promptly as possible, but in an orderly, businesslike and commercially reasonable manner.


 


(c)          Any
gain or loss realized by the Company upon the sale of its property shall be deemed recognized and allocated to the Members in the
manner set forth in Section 7.2. To the extent that an asset is to be distributed in kind, such asset shall be deemed
to have been sold at its fair market value on the date of distribution, the gain or loss deemed realized upon such deemed sale
shall be allocated in accordance with Section 7.2 and the amount of the distribution shall be considered to be such
fair market value of the asset.


 


(d)          The
proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of
priority:


 


(1)         to
the satisfaction of the debts and liabilities of the Company (contingent or otherwise) and the expenses of liquidation or distribution
(whether by payment or reasonable provision for payment), other than liabilities to Members or former Members for Distributions;


 


(2)         to
the satisfaction of loans made pursuant to Section 5.2(b) in proportion to the outstanding balances of such loans at
the time of payment;


 


(3)         the
balance, if any, to the Members in accordance with Section 6.1.


 


13.4        Continuation
of the Company. Notwithstanding anything to the contrary contained herein, the death, retirement, resignation, expulsion, bankruptcy,
dissolution or removal of a Member shall not in and of itself cause the dissolution of the Company, and the Members are expressly
authorized to continue the business of the Company in such event, without any further action on the part of the Members.


 


Section 14.          Indemnification.


 


14.1        Exculpation
of Members. Except as otherwise provided in this Section 14, no Member, Manager, Representative or officer of the
Company shall be liable to the Company or to the other Members for damages or otherwise with respect to any actions or failures
to act taken or not taken relating to the Company, except to the extent any related loss results from fraud, gross negligence or
willful or wanton misconduct on the part of such Member, Manager, Representative or officer or the willful breach of any obligation
under this Agreement.


 




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14.2        Indemnification
by Company. The Company hereby indemnifies, holds harmless and defends the Members, the Manager, the Representatives, the officers
and each of their respective agents, officers, directors, members, managers, partners, shareholders and employees from and against
any loss, expense, damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement,
reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened
action, proceeding or claim) by reason of or arising out of (i) their activities on behalf of the Company or in furtherance
of the interests of the Company, (ii) their status as Members, Managers, Representatives, employees or officers of the Company,
(iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer,
director, member, manager or employee of the Company or any of its Subsidiaries), if the acts or omissions were not performed or
omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result
of the willful breach of any obligation under this Agreement by the indemnified party, or (iv) to the extent of any Neutral Credit
Support Claim. For the purposes of this Section 14.2, officers, directors, members, managers, employees and other representatives
of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered
representatives of such Member for the purposes of this Section 14. Reasonable expenses incurred by the indemnified
party in connection with any such proceeding relating to the foregoing matters shall be paid or reimbursed by the Company in advance
of the final disposition of such proceeding upon receipt by the Company of (x) written affirmation by the Person requesting
indemnification of its good faith belief that it has met the standard of conduct necessary for indemnification by the Company and
(y) a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court
of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general
obligation of the indemnified party but need not be secured.


 


14.3        Indemnification
by Members for Misconduct.


 


(a)          CWS
hereby indemnifies, defends and holds harmless the Company, Bluerock, each Bluerock Transferee and each of their subsidiaries and
their agents, officers, directors, members, managers, partners, shareholders and employees from and against all losses, costs,
expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of any fraud,
gross negligence, willful or wanton misconduct or willful breach of this Agreement on the part of, or by, CWS or any entity controlled
directly or indirectly by CWS (excluding the Property Manager), or any Representative appointed by CWS. In addition, CWS hereby
indemnifies, defends and holds harmless the Guarantor, as a third party beneficiary to the covenant contained in this sentence,
to the extent of any losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) arising
from any CWS Credit Support Claim.


 




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(b)          Bluerock
hereby indemnifies, defends and holds harmless the Company, CWS, each CWS Transferee and each of their subsidiaries and their agents,
officers, directors, members, managers, partners, shareholders and employees from and against all losses, costs, expenses, damages,
claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of any fraud, gross negligence,
willful or wanton misconduct or willful breach of this Agreement on the part of, or by, Bluerock or any entity controlled directly
or indirectly by Bluerock, or any Representative appointed by Bluerock. In addition, Bluerock hereby indemnifies, defends and holds
harmless the Guarantor, as a third party beneficiary to the covenant contained in this sentence, to the extent of any losses, costs,
expenses, damages, claims and liabilities (including reasonable attorneys’ fees) arising from any BR Credit Support Claim.


 


14.4        General
Indemnification by the Members.


 


(a)          Notwithstanding
any other provision contained herein, each Member (the “Indemnifying Party”) hereby indemnifies and holds harmless
the other Members, the Company and each of their subsidiaries and their agents, officers, directors, members, managers, partners,
shareholders and employees (each, an “Indemnified Party”) from and against all losses, costs, expenses, damages,
claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of (i) any breach of any
material obligations of the Indemnifying Party under this Agreement, or (ii) any material breach of any obligation by or any
material inaccuracy in or material breach of any representation or warranty made by the Indemnifying Party or its Affiliates, whether
in this Agreement or in any other agreement with respect to the conveyance, assignment, contribution or other transfer of the Property
(or interests therein), assets, agreements, rights or other interests conveyed, assigned, contributed or otherwise transferred
to the Company (collectively, the “Inducement Agreements”).


 


(b)          Except
as otherwise provided herein or in any other agreement, recourse for the indemnity obligation of the Members under this Section 14.4
shall be limited to such Indemnifying Party’s Interest in the Company; provided, however, that recourse against
either Member under its indemnity obligations under this Agreement shall be further limited to an aggregate amount equal to the
value of such Member’s Interest as determined by and being limited to the then current liquidation value of such Member’s
Interest assuming the Company were liquidated in an orderly fashion and all net proceeds thereof were distributed in accordance
with Section 6.


 


(c)          The
indemnities, contributions and other obligations under this Agreement shall be in addition to any rights that any Indemnified Party
may have at law, in equity or otherwise, subject to the aforementioned limitations. The terms of this Section 14 shall
survive termination of this Agreement.


 


Section 15.          Sale
Rights.


 


15.1        Buy/Sell
Rights.


 


(a)          Availability
of Rights. At any time following the second anniversary of the date that a Property is initially acquired by an Owner, either
Member may exercise its right to initiate the provisions of this Section 15.1 with respect to such Property. Subject
to the preceding sentence, a Member may exercise its rights under this Section 15.1 with respect to any single Property
by providing an Offeror Election Notice (as defined below) for such Property, and may provide a separate Offeror Election Notice
with respect to one or more additional Properties, provided, however, a separate Offeror Election Notice must be
provided with respect to each additional Property (i.e., each Offeror Election Notice may only relate to a single Property). Notwithstanding
anything to the contrary contained herein, a Member may not exercise its rights under this Section 15.1 with respect
to a particular Property if Bluerock has exercised its right to sell such Property pursuant to Section 9.10(a).


 




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(b)          Exercise.
The Member wishing to exercise its rights pursuant to this Section 15.1 (the “Offeror”) shall do
so by giving written notice (the “Offeror Election Notice”) to the other Member (the “Offeree”)
setting forth a statement of intent to invoke its rights under this Section 15.1 with respect to a particular Property,
stating therein the aggregate dollar amount (the “Valuation Amount”) that the Offeror would be willing to pay
to an Owner (or the Company, as applicable) for the purchase of such Property or the interests in the Owner that owns such Property
(as applicable, the “Buy-Sell Property”) as of the Closing Date (as defined below) free and clear of all liabilities
and with the payment of all Imputed Closing Costs, whether the Offeror intends to pay-off the Loan relating to the Buy-Sell Property
as of the Closing Date or whether such Loan will remain in place and an estimate of the Offeror’s calculation of the amount
that would be distributable to the Offeree if the Offeree elects the Sell Option (as defined below) and the amount that would be
distributable to the Offeror if the Offeree elects the Buy Option (as defined below), in each case computed as if the closing were
consummated for the Valuation Amount in accordance with the terms set forth in this Section 15.1. To be valid, the
Offeror Election Notice must be substantially in the form attached hereto as Exhibit G and must include a description
of all oral, and copies of all written, offers and inquiries received by the Offeror during the previous twelve-month period relating
to the financing, disposition or leasing of the Buy-Sell Property (including proposals for the formation of one or more new entities
for the ownership and operation of the Buy-Sell Property).


 


(c)          Offeree
Response. After receipt of the Offeror Election Notice, the Offeree shall elect to either (i) cause the Company to sell
the Buy-Sell Property to the Offeror for an amount equal to the Valuation Amount on the Closing Date free and clear of all liabilities
and with the payment of all Imputed Closing Costs (the “Sell Option”), or (ii) cause the Company to sell
to the Offeree the Buy-Sell Property for an amount equal to the Valuation Amount on the Closing Date free and clear of all liabilities
and with the payment of all Imputed Closing Costs (the “Buy Option”). The Offeree shall have sixty (60) days
from the delivery of the Offeror Election Notice (the “Response Period”) in which to exercise either the Sell
Option or the Buy Option by giving written notice to the Offeror of the Offeree’s election (the “Offeree Notice”).
If the Offeree does not elect the Buy Option within the Response Period, the Offeree shall be deemed to have elected the Sell Option.
If the Offeree elects the Buy Option, then the Offeree shall be required to purchase the Buy-Sell Property on the terms and conditions
set forth in this Section 15.1. If the Offeree elects, or is deemed to have elected, the Sell Option, then the Offeror
shall be required to purchase the Buy-Sell Property on the terms and conditions set forth in this Section 15.1.


 




    	 	53	 



     


    

 


(d)          Earnest
Money. Within five (5) business days after the delivery of the Offeree Notice or, if the Offeree does not timely provide the
Offeree Notice, within five (5) business days after the expiration of the Response Period, as applicable, the acquiring Member
shall deposit with a mutually acceptable third-party escrow agent an earnest money deposit in the amount of two percent (2%) of
the Valuation Amount, which amount shall be applied to the purchase price at closing. Such earnest money deposit will be non-refundable,
except as expressly provided in this Section 15.1. If the acquiring Member should thereafter fail to consummate the
transaction for any reason other than a default by the applicable Owner or as a result of a damage or destruction as provided in
Section 15.1(e)(ii) below, or as a result of the failure of any applicable condition to closing set forth in Section 15.1(f)
below, then (i) (A) the earnest money deposit shall be distributed from escrow to the selling Member, free of all claims
of the acquiring Member, as liquidated damages and constituting the sole and exclusive remedy available to the selling Member because
of a default by the acquiring Member or (B) the selling Member may, by delivering to the acquiring Member written notice thereof
no later than thirty (30) days after such failure, elect to purchase the Buy-Sell Property for an amount equal to the amount the
acquiring Member would have been entitled to receive if the Company had sold the Buy-Sell Property for the Valuation Amount and
the Company had immediately paid all liabilities of the Company and the Owner related to the Buy-Sell Property and Imputed Closing
Costs and distributed the Capital Proceeds of the sale to the Members pursuant to Section 6.1(c) of this Agreement
in satisfaction of their interests in the Buy-Sell Property, in which case, the Closing Date therefor shall be the date specified
in the selling Member’s notice (which date shall not be more than ninety (90) days after the date of such notice), and (ii) if
the acquiring Member was the Offeror, the non-refundable earnest money deposit for any future election by the acquiring Member
to buy any Buy-Sell Property shall be twenty percent (20%) of the amount the selling Member is entitled to receive for any such
Buy-Sell Property in connection with any such future election.


 


(e)          Closing.
The closing of the acquisition and sale pursuant to this Section 15.1 shall be held on a mutually acceptable date (the
“Closing Date”) not later than sixty (60) days (or, if the Offeree is the acquiring Member, not later than ninety
(90) days) after the date of the Offeree Notice or, if the Offeree does not timely provide the Offeree Notice, not later than sixty
(60) days after the expiration of the Response Period, as applicable. At such closing, the following shall occur:


 


(i)          The
Company shall cause the Buy-Sell Property to be conveyed or assigned, as applicable, to the acquiring Member or its designee in
accordance with the reasonable instructions of the acquiring Member, and shall execute and deliver to the acquiring Member all
reasonable documents which may be required to give effect to the disposition and acquisition of such interests, in each case free
and clear of all liens, claims, and encumbrances, with covenants of special warranty.


 




    	 	54	 



     


    

 


(ii)         In
addition to the other adjustments called for herein with respect to the closing of the purchase and sale of such Buy-Sell Property
under this Section 15.1, unless expressly anticipated by the terms of the Offeror Election Notice prior to the closing
of the purchase and sale of the Buy-Sell Property hereunder, the amounts payable for the Buy-Sell Property shall be adjusted by
increasing such amounts to take into account: (a) the amount of any Capital Contribution or Default Loan (together with any
accrued but unpaid interest thereon) made by the selling Member with respect to the Buy-Sell Property between the date of the Offeror
Election Notice and the Closing Date, (b) the selling Member’s interest in any amounts received by the Company or Owner
with respect to the Buy-Sell Property between the date of the Offeror Election Notice and the Closing Date that remain undistributed,
(c) the additional amount the selling Member would receive under Section 6.1(c) if the purchase price were recalculated
under Section 15.1(b) by reason of any principal repayments on any Loan relating to the Buy-Sell Property. In addition,
if the acquiring Member acquires the Buy-Sell Property without paying-off the related Loan at closing, the acquiring Member shall
be obligated to pay, directly to the party entitled thereto, the amount of any applicable review fees and costs and all Loan assumption
fees. Notwithstanding anything to the contrary contained in this Agreement, for purposes of computing the purchase price payable
to the selling Member, the Valuation Amount shall be increased to contemplate the pay-off of the related Loan at closing, together
with the payment of any related prepayment premiums, yield maintenance, breakage fees, defeasance costs and other similar costs
and expenses, regardless of whether the Loan is paid-off or remains in place at the closing. In the event the actual closing costs
incurred by Seller are less than the Imputed Closing Costs, as determined on the Closing Date, then for purposes of computing the
purchase price payable to the selling Member, the Valuation Amount shall be decreased to the extent of such difference so as to
achieve parity between the closing costs that would otherwise be payable pursuant to such transaction. The terms of the preceding
sentence shall only apply in the event of a sale of a fee interest in the Buy-Sell Property.


 


In the event that the
Buy-Sell Property is damaged, destroyed or subject to any condemnation or other taking, in whole or any material part, before the
Closing Date, then the acquiring Member shall have the right to, by providing written notice to the selling Member prior to the
Closing Date, be released from its obligation to purchase the Buy-Sell Property in which event the earnest money deposit will promptly
be returned to the acquiring Member.


 


(iii)        The
acquiring Member shall pay to the applicable Owner the consideration therefor in cash.


 


(iv)        If
the acquiring Member acquires the interests of the Owner that owns a Property, the Company shall cause the Owner that owns the
Buy-Sell Property to deliver to the Company and the selling Member a separate indemnity from such Owner, in form and substance
reasonably satisfactory to the non-selling Member, holding the Company and the selling Member and its members and their respective
Affiliates, officers, employees, directors, partners, members, managers, and agents harmless from all damages, claims, liabilities
and expenses, including, without limitation, reasonable attorneys’ fees incurred by or on behalf of such Owner and arising
from events occurring or conditions arising from and after the Closing Date.


 


(v)         The
Members shall cooperate with each other in a reasonable manner in any acquisition under this Section 15.1, as requested
by any Member and as necessary to effect the sale of the Buy-Sell Property including, without limitation, a redemption of ownership
interests or the sale of a fee interest in the Property, without, however, requiring any change in the economics of such acquisition,
or any additional liability of any Member, and with all expenses related to any such revised structure being borne and paid by
the requesting Member.


 




    	 	55	 



     


    

 


(f)          Loan.
If the Loan related to the Buy-Sell Property is not to be paid off at closing, then it shall be a closing condition in favor of
the acquiring Member that the Lender of such Loan have consented to such Loan remaining in place as of the closing. If applicable,
the acquiring Member shall proceed with reasonable diligence and in good faith to obtain any such Lender consent. If the acquiring
Member is Bluerock, then it shall be a closing condition in favor of CWS and Promote Member that at Closing, Bluerock shall either:
(i) cause the Loan for the Buy-Sell Property to be paid-off in full, or (ii) cause the Guarantor to be released from
all Credit Support (subject to the Guarantor not being released for environmental liability arising prior to such date under an
environmental indemnity, and such other matters customarily not released in connection with Fannie Mae loan assumptions) in connection
with any Loan encumbering the Buy-Sell Property which is not paid-off in full at the closing, or if despite the use of its commercially
reasonable efforts, Bluerock is unable to secure Guarantor’s release, cause a creditworthy indemnitor reasonably acceptable
to CWS, Promote Member and Guarantor, to provide an indemnity in form and substance reasonably satisfactory to CWS, Promote Member
and Guarantor, indemnifying Guarantor from and after the Closing Date for such Loan related to such Buy-Sell Property.


 


(g)          CWS.
For purposes of this Section 15.1, CWS and Promote Member shall be considered one Member and Promote Member is hereby
authorized to receive notices and make elections on behalf of CWS and Promote Member under this Section 15.1. Accordingly,
if Bluerock desires to initiate the provisions of this Section 15.1, then it must exercise such option as to all of
the Members comprising CWS and Promote Member.


 


(h)          Alternate
Structure. At the request of the acquiring Member, the selling Member agrees to reasonably cooperate with the acquiring Member
to structure the buy-sell transaction contemplated under this Section 15.1 as an acquisition or redemption of membership
interests in the applicable Owner rather than a fee simple conveyance (“Alternate Structure”). In such instance,
(i) the consideration payable to the selling member shall be the amount the selling Member
would have been entitled to receive if the Company had sold the Buy-Sell Property for the Valuation Amount on the Closing Date
and the Company had immediately paid all liabilities of the Company and the Owner related to the Buy-Sell Property and Imputed
Closing Costs and distributed the Capital Proceeds of the sale to the Members pursuant to Section 6.1(c) of this Agreement
in satisfaction of their interests in the Buy-Sell Property (“Membership Price”),
and (ii) the Earnest Money payable pursuant to Section 15.1(d) shall equal two percent (2%) of the Membership
Price rather than the Valuation Amount. In addition to the other adjustments called for herein with respect to the closing
of the purchase and sale of such Buy-Sell Property under this Section 15.1, unless expressly anticipated by the terms
of the Offeror Election Notice prior to the closing of the purchase and sale of the Buy-Sell Property hereunder, the purchase
price payable to the selling Member shall be adjusted by increasing such purchase price by: (a) the amount of any Capital
Contribution or Default Loan (together with any accrued but unpaid interest thereon) made by the selling Member with respect to
the Buy-Sell Property between the date of the Offeror Election Notice and the Closing Date, (b) the selling Member’s
interest in any amounts received by the Company or Owner with respect to the Buy-Sell Property between the date of the Offeror
Election Notice and the Closing Date that remain undistributed, (c) the additional amount the selling Member would receive
under Section 6.1(c) if the purchase price were recalculated under Section 15.1(b) by reason of any principal
repayments on any Loan relating to the Buy-Sell Property between the date of the Offeror Election Notice and the Closing Date.
In no event shall the Members undertake the Alternate Structure if it would constitute a violation
of any terms under the Loan, or expose any Member to any additional liability, expense, cost or recourse under the Loan, any agreement
to which the Company or any Owner is bound, or other applicable law, code, statute, regulation or order.


 




    	 	56	 



     


    

 


15.2        Intentionally
Omitted.


 


Section 16.          Miscellaneous.


 


16.1        Notices.


 


(a)          All
notices, requests, approvals, authorizations, consents and other communications required or permitted under this Agreement shall
be in writing and shall be (as elected by the Person giving such notice) hand delivered by messenger or overnight courier service,
mailed (airmail, if international) by registered or certified mail (postage prepaid), return receipt requested, or sent via facsimile
(provided such facsimile is immediately followed by the delivery of an original copy of same via one of the other foregoing delivery
methods) addressed to:


 


If to Bluerock:


 


c/o Bluerock Real Estate, L.L.C.


712 Fifth Avenue, 9th Floor


New York, New York 10019


Attention: Jordan B. Ruddy


Facsimile No. (646) 278-4220


 


with copies to:


 


c/o Bluerock Real Estate, L.L.C.


712 Fifth Avenue, 9th Floor


New York, New York 10022


Attention: Michael Konig, Esq.


Facsimile No. (646) 278-4220


 


and


 


Nelson, Mullins, Riley & Scarborough LLP


201 17th Street, NW, Suite 1700


Atlanta, Georgia 30363


Attention: Eric R. Wilensky, Esq.


Facsimile No. (404) 322-6050


 


If to CWS or Promote Member:


 


CWS Apartment Homes LLC


9606 N. Mopac Expressway, Suite 500


Austin, Texas 78759


Attn: Michael Brittingham and Justin Leahy


Facsimile: (512) 837-5721


Email: mbrittingham@cwscapital.com


Email: jleahy@cwscapital.com


 




    	 	57	 



     


    

 


With copies to:


 


c/o CWS Capital Partners LLC


14 Corporate Plaza, Suite 210


Newport Beach, CA 92660


Attn: Gary Carmell and Mary Ellen Barlow


Facsimile: (949) 640-4931


E-mail: gcarmell@cwscapital.com


E-mail: mbarlow@cwscapital.com


 


Bocarsly Emden Cowan Esmail & Arndt LLP


633 West Fifth Street, 64th Floor


Los Angeles, CA 90071


Attn: Aaftab Esmail, Esq.


Facsimile: (213) 559-0811


E-mail: aesmail@bocarsly.com


 


(b)          Each
such notice shall be deemed delivered (i) on the date delivered if by hand delivery or overnight courier service or facsimile,
and (ii) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal
authorities as not deliverable, as the case may be, if mailed (provided, however, if such actual delivery occurs
after 5:00 p.m. (local time where received), then such notice or demand shall be deemed delivered on the immediately following
business day after the actual day of delivery).


 


(c)          By
giving to the other parties at least fifteen (15) days written notice thereof, the parties hereto and their respective successors
and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective
addresses.


 


16.2         Governing
Law; Forum. This Agreement and the rights of the Members hereunder shall be governed by, and interpreted in accordance with,
the laws of the State of Delaware, without regard to its conflicts of law provisions. Any legal action or other legal proceeding
relating to this Agreement or the enforcement of any provision of this Agreement shall only be brought or otherwise commenced in
any state or federal court located in the State of New York. Each of the parties hereto:


 


(a)          Expressly
and irrevocably consents and submits to the exclusive personal jurisdiction of and venue in each state and federal court located
in the State of New York (and each appellate court located in the State of New York), in connection with any such legal proceeding;


 


(b)          Agrees
that each state and federal court located in the State of New York shall be deemed to be a convenient forum; and


 




    	 	58	 



     


    

 


(c)          Agrees
not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in any state or federal court
located in the State of New York, any claim that it is not subject personally to the jurisdiction of such court, that such legal
proceeding has been brought in an inconvenient forum, that the venue for such proceeding is improper or that this Agreement or
the subject matter of this Agreement may not be enforced in or by such court.


 


Each of the parties
hereto designates CT Corporation System, 1633 Broadway, New York, New York 10019, as its agent for service of process in the State
of New York, which designation may only be changed on not less than ten (10) days’ prior notice to all of the other parties.


 


16.3        Successors.
This Agreement shall be binding upon, and inure to the benefit of, the parties and their successors and permitted assigns. Except
as otherwise provided herein, any Member who Transfers its Interest as permitted by the terms of this Agreement shall have no further
liability or obligation hereunder, except with respect to claims arising prior to such Transfer.


 


16.4        Pronouns.
Whenever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular
and the plural, and pronouns stated in either the masculine, the feminine or the neuter gender shall include the masculine, feminine
and neuter.


 


16.5        Captions
Not Part of Agreement. The captions contained in this Agreement are inserted only as a matter of convenience and in no way
define, limit or extend the scope or intent of this Agreement or any provisions hereof.


 


16.6        Severability.
If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction or in any respect, then
the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired,
and the Members shall use their best efforts to amend or substitute such invalid, illegal or unenforceable provision with enforceable
and valid provisions which would produce as nearly as possible the rights and obligations previously intended by the Members without
renegotiation of any material terms and conditions stipulated herein.


 


16.7        Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same instrument.


 


16.8        Entire
Agreement and Amendment. This Agreement and the other written agreements described herein between the parties hereto entered
into as of the date hereof, constitute the entire agreement between the Members relating to the subject matter hereof. In the event
of any conflict between this Agreement and such other written agreements, the terms and provisions of this Agreement shall govern
and control. No amendment or waiver by a party shall be enforceable against that party unless it is in writing and duly executed
by such party.


 


16.9        Further
Assurances. Each Member agrees to execute and deliver any and all additional instruments and documents and do any and all acts
and things as may be necessary or expedient to effectuate more fully this Agreement or any provisions hereof or to carry on the
business contemplated hereunder.


 




    	 	59	 



     


    

 


16.10      No
Third Party Rights. The provisions of this Agreement are for the exclusive benefit of the Members and the Company, and no other
party (including, without limitation, any creditor of the Company) shall have any right or claim against any Member by reason of
those provisions or be entitled to enforce any of those provisions against any Member.


 


16.11      Incorporation
by Reference. Every Exhibit and Annex attached to this Agreement is incorporated in this Agreement by reference.


 


16.12      Limitation
on Liability. Except as set forth in Section 14 and with respect to a Default Loan as set forth in Section 5.2(b),
the Members shall not be bound by, or be personally liable for, by reason of being a Member, a judgment, decree or order of a court
or in any other manner, for the expenses, liabilities or obligations of the Company, and the liability of each Member shall be
limited solely to the amount of its Capital Contributions as provided under Section 5. Except as set forth in Section 14.3
and with respect to a Default Loan as set forth in Section 5.2(b), any claim against any Member (the “Member
in Question”) which may arise under this Agreement shall be made only against, and shall be limited to, such Member in
Question’s Interest, the proceeds of the sale by the Member in Question of such Interest or the undivided interest in the
assets of the Company distributed to the Member in Question pursuant to Section 13.3(d) hereof. Except as set forth
in Section 14.3 and with respect to a Default Loan as set forth in Section 5.2(b), any right to proceed
against (i) any other assets of the Member in Question or (ii) any agent, officer, director, member, manager, partner,
shareholder or employee of the Member in Question or the assets of any such Person, as a result of such a claim against the Member
in Question arising under this Agreement or otherwise, is hereby irrevocably and unconditionally waived.


 


16.13      Remedies
Cumulative. Except as otherwise expressly provided in this Agreement, the rights and remedies given in this Agreement and by
law to a Member shall be deemed cumulative, and the exercise of one of such remedies shall not operate to bar the exercise of any
other rights and remedies reserved to a Member under the provisions of this Agreement or given to a Member by law. In the event
of any dispute between the parties hereto, the prevailing party shall be entitled to recover from the other party reasonable attorney’s
fees and costs incurred in connection therewith.


 


16.14      No
Waiver. One or more waivers of the breach of any provision of this Agreement by any Member shall not be construed as a waiver
of a subsequent breach of the same or any other provision, nor shall any delay or omission by a Member to seek a remedy for any
breach of this Agreement or to exercise the rights accruing to a Member by reason of such breach be deemed a waiver by a Member
of its remedies and rights with respect to such breach.


 


16.15      Limitation
On Use of Names. Notwithstanding anything contained in this Agreement or otherwise to the contrary, each of Bluerock and CWS
as to itself agree that neither it nor any of its Affiliates, agents, or representatives is granted a license to use or shall use
the name of the other under any circumstances whatsoever, except such name may be used in furtherance of the business of the Company
but only as and to the extent unanimously approved by the Members.


 




    	 	60	 



     


    

 


16.16      Publicly
Traded Partnership Provision. Each Member hereby severally covenants and agrees with the other Members for the benefit of such
Members, that (a) it is not currently making a market in Interests in the Company and will not in the future make such a market
and (b) it will not Transfer its Interest on an established securities market, a secondary market or an over-the-counter market
or the substantial equivalent thereof within the meaning of Code Section 7704 and the Regulations, rulings and other pronouncements
of the U.S. Internal Revenue Service or the Department of the Treasury thereunder. Each Member further agrees that it will not
assign any Interest in the Company to any assignee unless such assignee agrees to be bound by this Section 16.16 and
to assign such Interest only to such Persons who agree to be similarly bound.


 


16.17      Uniform
Commercial Code. The interest of each Member in the Company shall be an “uncertificated security” governed by Article 8
of the Delaware UCC and the UCC as enacted in the State of New York (the “New York UCC”), including, without
limitation, (i) for purposes of the definition of a “security” thereunder, the interest of each Member in the
Company shall be a security governed by Article 8 of the Delaware UCC and the New York UCC and (ii) for purposes of the
definition of an “uncertificated security” thereunder.


 


16.18      Public
Announcements. No Member nor any of its Affiliates shall, without the prior approval of the other Members, issue any press
releases or otherwise make any public statements with respect to the Company or the transactions contemplated by this Agreement,
except as may be required by applicable law or regulation or by obligations pursuant to any listing agreement with any national
securities exchange so long as such Member or such Affiliate has used reasonable efforts to obtain the approval of the other Members
prior to issuing such press release or making such public disclosure.


 


16.19      No
Construction Against Drafter. This Agreement has been negotiated and prepared by Bluerock and CWS and their respective attorneys
and, should any provision of this Agreement require judicial interpretation, the court interpreting or construing such provision
shall not apply the rule of construction that a document is to be construed more strictly against one party.


 


16.20      Separate
Legal Counsel for Members.


 


(a)          The
Partners acknowledge and agree that Bocarsly Emden Cowan Esmail & Arndt LLP (“BECEA”) has represented CWS
and Promote Member in connection with this Agreement and all other agreements contemplated by this Agreement and the Company. From
time to time, BECEA shall be permitted to render legal advice and to provide legal services to CWS, Promote Member and their respective
Affiliates with respect to the Company or otherwise. In no event shall an attorney/client relationship exist between BECEA, on
the one hand, and Bluerock or any of its Affiliates, on the other hand.


 




    	 	61	 



     


    

 


(b)          The
Partners acknowledge and agree that Nelson, Mullins, Riley & Scarborough LLP (“NMRS”) has represented Bluerock
in connection with this Agreement and all other agreements contemplated by this Agreement and the Company. From time to time, NMRS
shall be permitted to render legal advice and to provide legal services to Bluerock and its Affiliates with respect to the Company
or otherwise. In no event shall an attorney/client relationship exist between NMRS, on the one hand, and CWS, Promote Member or
any of their respective Affiliates, on the other hand.


 


(c)          To
the extent requested by any of the Members or their respective Affiliates, BECEA and NMRS shall be permitted to render legal advice
and to provide legal services to the Company and its Subsidiaries, from time to time, and each Member covenants and agrees that
such representation of the Company and/or its Subsidiaries by such firm, from time to time, shall not disqualify such firms from
providing legal advice and legal services as set forth in this Section 16.20 hereof at any time in the future.


 


Section 17.          Insurance.
During the Term, Property Manager, pursuant to the terms of the Management Agreement, is required to procure and maintain insurance
as is determined to be appropriate by the Management Committee and in accordance with the terms of the Loan, (in form and with
endorsements, waivers and deductibles and with insurance companies, designated or approved by Bluerock) naming the Company, the
Owners, Bluerock, CWS and Promote Member as insureds or additional insured thereunder.


 


[SIGNATURES ON FOLLOWING PAGES]


 




    	 	62	 



     


    

 


IN WITNESS WHEREOF,
this Agreement is executed by the Members, effective as of the date first set forth above.


 


	 	BLUEROCK:
	 	 
	 	BR CWS Portfolio Member, LLC,
	 	a Delaware limited liability company,
	 	its Manager
	 	 	 
	 	By:	/s/ Jordan Ruddy
	 	 	Name:  Jordan Ruddy
	 	 	Title: Authorized Signatory


 


[SIGNATURES CONTINUE ON FOLLOWING PAGE]


 


[Signature page to Limited Liability
Company Agreement


of BR CWS 2017 Portfolio JV, LLC]


 




    	S - 1



     


    

 


	 	CWS:
	 	 
	 	CWS 2017 Portfolio, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Gary Carmell
	 	 	Name:  Gary Carmell
	 	 	Title:  Vice President
	 	 	 
	 	PROMOTE MEMBER:
	 	 
	 	CWS 2017 Portfolio PM, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Gary Carmell
	 	 	Name:  Gary Carmell
	 	 	Title: Gary Carmell




 


[Signature page to Limited Liability
Company Agreement


of BR CWS 2017 Portfolio JV, LLC]


 




    	S - 2



     


    

 


EXHIBIT A


 


Initial Capital Contributions and Percentage
Interests


 


	Member Name	 	Initial Capital Contributions	 	 	Percentage Interest	 
	Bluerock	 	$	48,044,572.20	*	 	 	90	%
	CWS	 	$	5,332,947.51	*	 	 	9.99	%
	Promote Member	 	$	5,338.29	*	 	 	.01	%



 


	Management Committee Representatives
	 
	 	Bluerock:
	 	 
	 	Ryan MacDonald
	 	 
	 	Michael L. Konig
	 	 
	 	CWS:
	 	 
	 	Mike Brittingham
	 	 
	 	Justin Leahy


 


*to be updated prior to the closing of the
acquisition of the Property.


 




    	A - 1



     


    

 


EXHIBIT B


 


Budget Information


 


		1.	a narrative description of any acquisitions or sales that
are planned and any other activities proposed to be undertaken;



 


		2.	a projected annual income statement (accrual basis) on
a quarter-by-quarter basis;



 


		3.	a projected balance sheet as of the end of the next Fiscal
Year;



 


		4.	a schedule of projected operating cash flow (including
itemized operating revenues, project costs and project expenses) for such Fiscal Year on a quarter-by-quarter basis, including
a schedule of projected operating deficits, if any;



 


		5.	a marketing plan indicating the portions of the Property
that Property Manager recommends be made available for sale or lease and the proposed terms and conditions relating thereto;



 


		6.	a detailed budget reflecting on a line by line basis all
projected operating expenses and any proposed construction and capital expenditures for the Property, including projected dates
for commencement and completion of the foregoing;



 


		7.	a description of the proposed investment of any funds of
the Company which are (or are expected to become) available for investment;



 


		8.	a description, including the identity of the recipient
(if known) and the amount and purpose, of all fees and other payments proposed, expected or projected to be paid for professional
services and, if a fee or payment exceeds $25,000, for other services rendered to or on behalf of the Company by third parties;



 


		9.	a projection of the amount of any anticipated additional
Capital Contributions which may be called for pursuant to Section 5.2(a) and the purposes for which such additional
Capital Contributions may be used; and



 


		10.	such other information requested from time to time by any
Member.



 




    	B - 1



     


    

 


EXHIBIT C


 


[Intentionally Omitted]


 




    	C - 1



     


    

 


EXHIBIT D


 


Budget


 





 




    	D - 1



     


    

 





 




    	D - 2



     


    

 





 




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    	D - 4



     


    

 





 




    	D - 5



     


    

 





 




    	D - 6



     


    

 





 




    	D - 7



     


    

 





 




    	D - 8



     


    

 





 




    	D - 9



     


    

 





 




    	D - 10



     


    

 





 




    	D - 11



     


    

 





 




    	D - 12



     


    

 





 




    	D - 13



     


    

 





 




    	D - 14



     


    

 





 




    	D - 15



     


    

 





 




    	D - 16



     


    

 





 




    	D - 17



     


    

 





 




    	D - 18



     


    

 





 




    	D - 19



     


    

 





 




    	D - 20



     


    

 





 




    	D - 21



     


    

 


EXHIBIT E


 


Intentionally Omitted


 




    	E - 1



     


    

 


EXHIBIT F


 


Pursuit Cost Budget


 


	
Cibolo Canyon
 Pre-Acq at 3/20/17
 03-11-000-1510.0201

	Vendor	 	Invoice	 	Date	 	Amount	 	 	Description
	Diamond Technical Surveys	 	17-9054	 	2/6/2017	 	 	2,125.00	 	 	Infrared inspection
	 	 	 	 	2/7/2017	 	 	39.38	 	 	DD Brett M
	 	 	 	 	2/17/2017	 	 	2,243.83	 	 	2/17 payroll
	 	 	 	 	2/16/2017	 	 	107.00	 	 	DD Janna J
	 	 	 	 	2/13/2017	 	 	101.65	 	 	DD Kaitlyn D
	 	 	 	 	2/18/2017	 	 	165.70	 	 	DD Rich F
	Stone Oak Land Design	 	8481	 	2/8/2017	 	 	690.09	 	 	Irrigation inspection
	AEI Consultants	 	008-0218923	 	2/22/2017	 	 	2,300.00	 	 	Property condition assessment
	 	 	 	 	2/28/2017	 	 	1,384.60	 	 	DD Janna J
	 	 	 	 	2/28/2017	 	 	3,006.91	 	 	DD Rich F
	 	 	 	 	2/28/2017	 	 	1,132.45	 	 	DD Brett M
	 	 	 	 	2/28/2017	 	 	214.69	 	 	DD Kara M
	 	 	 	 	2/28/2017	 	 	1,477.54	 	 	DD Stefanie M
	 	 	 	 	2/28/2017	 	 	53.47	 	 	DD Jackie E
	 	 	 	 	2/28/2017	 	 	40.99	 	 	DD Sarah C
	 	 	 	 	2/28/2017	 	 	178.60	 	 	DD Sarah C
	 	 	 	 	2/28/2017	 	 	385.78	 	 	DD Sarah C
	The Planning and Zoning Co	 	I100515-1	 	2/28/2017	 	 	1,050.00	 	 	Site expense
	Persohn/Hahn Associates	 	5728-01	 	3/1/2017	 	 	1,727.10	 	 	Elevator due diligence
	Don Illingworth & Associates	 	17060	 	3/6/2017	 	 	1,200.00	 	 	Engineering services
	Bock & Clark Corporation	 	1121531	 	2/24/2017	 	 	3,750.00	 	 	ALTA/NSPS land survey
	Targus Associates	 	7346	 	3/10/2017	 	 	3,500.00	 	 	PHASE I ESA
	Terracon	 	T884619	 	3/16/2017	 	 	5,400.00	 	 	ADA & FHAA Assessment
	WJHW	 	 	 	 	 	 	2,800.00	 	 	Acoustic Testing
	FLSA	 	 	 	 	 	 	4,000.00	 	 	Fire Life Safty Inspection
	Assumption Deposit	 	 	 	 	 	 	11,000.00	 	 	 
	 	 	 	 	 	 	 	50,074.78	 	 	 



 




    	 	F - 1	 



     


    

 


	Crown Ridge
 Pre-Acq at 3/20/17
 03-11-000-1510.0199
	Vendor	 	Invoice	 	Date	 	Amount	 	 	Description
	 	 	 	 	2/17/2017	 	 	915.74	 	 	2/17 payroll
	Pest Management	 	293975	 	2/14/2017	 	 	487.13	 	 	Pest control
	 	 	 	 	2/18/2017	 	 	2,502.68	 	 	Due diligence Rich F
	 	 	 	 	2/18/2017	 	 	20.00	 	 	Due diligence Rich F
	 	 	 	 	2/21/2017	 	 	120.38	 	 	Due diligence Fred R
	 	 	 	 	2/22/2017	 	 	1,838.06	 	 	Due diligence Sarah C
	Diamond Technical Surveys	 	17-9055	 	2/13/2017	 	 	2,125.00	 	 	Infrared inspection
	AEI Consultants	 	008-0218923	 	2/22/2017	 	 	2,650.00	 	 	Property condition assessment
	 	 	 	 	2/28/2017	 	 	90.00	 	 	Due diligence Janna J
	 	 	 	 	2/28/2017	 	 	567.46	 	 	Due diligence Rich F
	 	 	 	 	2/28/2017	 	 	1,132.46	 	 	Due diligence Brett M
	 	 	 	 	2/28/2017	 	 	867.93	 	 	Due diligence Stefanie M
	 	 	 	 	2/28/2017	 	 	53.46	 	 	Due diligence Jackie E
	 	 	 	 	2/28/2017	 	 	66.37	 	 	Due diligence Sarah C
	 	 	 	 	2/28/2017	 	 	40.99	 	 	Due diligence Sarah C
	 	 	 	 	2/28/2017	 	 	178.60	 	 	Due diligence Sarah C
	The Planning and Zoning Co	 	I100519-1	 	2/28/2017	 	 	1,050.00	 	 	Site expense
	Persohn/Hahn Associates	 	5730-01	 	3/1/2017	 	 	6,255.13	 	 	Elevator due diligence
	Bock & Clark Corporation	 	1121489	 	2/23/2017	 	 	7,900.00	 	 	ALTA/NSPS Land survey
	Don Illingworth & Associates	 	17062	 	3/7/2017	 	 	1,500.00	 	 	Consulting engineering
	Stone Oak Land Design	 	8537	 	3/5/2017	 	 	446.53	 	 	Irrigation inspection
	Targus Associates	 	7344	 	3/10/2017	 	 	4,100.00	 	 	Phase I ESA
	Terracon	 	T884615	 	3/16/2017	 	 	5,000.00	 	 	ADA & FHAA Assessment
	WJHW	 	 	 	 	 	 	2,800.00	 	 	Acoustic Testing
	FLSA	 	 	 	 	 	 	7,189.00	 	 	Fire Life Safety Inspection
	Stone Oak Land Design	 	 	 	 	 	 	608.91	 	 	Irrigation Inspection
	Assumption Deposit	 	 	 	 	 	 	11,000.00	 	 	 
	 	 	 	 	 	 	 	61,505.83	 	 	 



 




    	 	F - 2	 



     


    

 


	Canyon Springs
 Pre-Acq at 3/20/17
 03-11-000-1510.0200
	Vendor	 	Invoice	 	Date	 	Amount	 	 	Description
	 	 	 	 	2/17/2017	 	 	1,841.01	 	 	2/17 payroll
	 	 	 	 	2/18/2017	 	 	28.22	 	 	DD Rich F
	 	 	 	 	2/18/2017	 	 	19.16	 	 	DD Rich F
	 	 	 	 	2/21/2017	 	 	98.44	 	 	DD Fred R
	Stone Oak Land Design	 	8484	 	2/14/2017	 	 	357.23	 	 	Irrigation inspection
	Pest Management	 	293974	 	2/8/2017	 	 	487.13	 	 	Pest service
	Diamond Technical Surveys	 	17-9056	 	2/13/2017	 	 	2,125.00	 	 	Infrared inspection
	AEI Consultants	 	008-0218923	 	2/22/2017	 	 	2,650.00	 	 	Property condition assessment
	 	 	 	 	2/28/2017	 	 	227.04	 	 	DD Rich F
	 	 	 	 	2/28/2017	 	 	659.30	 	 	DD Christine D
	 	 	 	 	2/28/2017	 	 	148.91	 	 	DD Cali R
	 	 	 	 	2/28/2017	 	 	1,132.46	 	 	DD Brett M
	 	 	 	 	2/28/2017	 	 	25.46	 	 	DD Fred R
	 	 	 	 	2/28/2017	 	 	53.47	 	 	DD Jackie E
	 	 	 	 	2/28/2017	 	 	2,671.48	 	 	DD Sarah C
	 	 	 	 	2/28/2017	 	 	900.94	 	 	DD Sarah C
	 	 	 	 	2/28/2017	 	 	40.99	 	 	DD Sarah C
	 	 	 	 	2/28/2017	 	 	178.60	 	 	DD Sarah C
	The Planning and Zoning Co	 	I100517-1	 	2/28/2017	 	 	1,050.00	 	 	Site expense
	Persohn/Hahn Associates	 	5729-01	 	3/1/2017	 	 	5,122.45	 	 	Elevator due diligence
	Bock & Clark Corporation	 	1121530	 	2/24/2017	 	 	4,800.00	 	 	ALTA/NSPS Land Survey
	Don Illingworth & Associates	 	17061	 	3/7/2017	 	 	1,500.00	 	 	Consulting engineering
	Targus Associates	 	7345	 	3/10/2017	 	 	5,000.00	 	 	Phsae I ESA
	Stone Oak Land Design	 	8541	 	3/10/2017	 	 	730.69	 	 	Irrigation inspection
	Terracon	 	T884616	 	3/16/2017	 	 	5,400.00	 	 	ADA & FHAA Assessment
	WJHJ	 	 	 	 	 	 	2,800.00	 	 	Acoustic Testing
	FLSA	 	 	 	 	 	 	7,035.00	 	 	Fire Life Safety Inspection
	Assumption Deposit	 	 	 	 	 	 	11,000.00	 	 	 
	 	 	 	 	 	 	 	58,082.98	 	 	 



 




    	 	F - 3	 



     


    

 


	Orion at Cascades
 Pre-Acq at 3/20/2017
 03-11-000-1510.0197
	Vendor	 	Invoice	 	Date	 	Amount	 	 	Description
	Pest Management	 	296976	 	2/8/2017	 	 	757.75	 	 	Pest service
	 	 	 	 	2/17/2017	 	 	4,522.54	 	 	2/17 payroll
	Don Illingworth	 	8341	 	2/16/2017	 	 	1,125.00	 	 	Site inspection
	 	 	 	 	2/16/2017	 	 	120.38	 	 	Due diligence Janna J
	 	 	 	 	2/13/2017	 	 	133.75	 	 	Due diligence Kaitlyn D
	 	 	 	 	2/18/2017	 	 	3,140.84	 	 	Due diligence Rich F
	 	 	 	 	2/21/2017	 	 	125.19	 	 	Due diligence Fred R
	 	 	 	 	2/14/2017	 	 	212.64	 	 	Due diligence Colleen M
	Diamond Technical Surveys	 	17-9057	 	2/13/2017	 	 	2,225.00	 	 	Infrared inspection
	AEI consultants	 	008-0218923	 	2/22/2017	 	 	2,600.00	 	 	Property condition assessment
	 	 	 	 	2/28/2017	 	 	1,259.49	 	 	Due diligence Janna J
	 	 	 	 	2/28/2017	 	 	2,827.95	 	 	Due diligence Fred R
	 	 	 	 	2/28/2017	 	 	87.80	 	 	Due diligence Kara M
	 	 	 	 	2/28/2017	 	 	103.33	 	 	Due diligence Mike I
	 	 	 	 	2/28/2017	 	 	178.60	 	 	Due diligence Sarah C
	 	 	 	 	2/28/2017	 	 	218.00	 	 	Due diligence Sarah C
	 	 	 	 	2/28/2017	 	 	4.31	 	 	Due diligence Kaitlyn D
	The Planning and Zoning Co	 	I100497-1	 	3/6/2017	 	 	1,000.00	 	 	Site expense
	Targus Associates	 	7342	 	3/10/2017	 	 	5,450.00	 	 	Phase I ESA
	Grayco Roofing Consulting	 	17031	 	3/14/2017	 	 	8,484.23	 	 	Roof Consulting
	 	 	 	 	3/17/2017	 	 	96.30	 	 	Due diligence Deb Buck
	Terracon	 	T884610	 	3/16/2017	 	 	5,400.00	 	 	ADA and FHAA Assessment
	WJHW	 	 	 	 	 	 	2,500.00	 	 	Acoustic Testing
	Assumption Deposit	 	 	 	 	 	 	11,000.00	 	 	 
	 	 	 	 	 	 	 	53,573.10	 	 	 



 




    	 	F - 4	 



     


    

 


	Orion at Cascades II
 Pre-Acq at 3/20/17
 03-11-000-1510.0198
	Vendor	 	Invoice	 	Date	 	Amount	 	 	Description
	Pest Management	 	293977	 	2/8/2017	 	 	633.26	 	 	Pest service
	 	 	 	 	2/17/2017	 	 	4,135.76	 	 	2/17 payroll
	Don Illingworth	 	8341	 	2/16/2017	 	 	1,125.00	 	 	Site inspection
	 	 	 	 	2/16/2017	 	 	120.37	 	 	Due diligence Janna J
	 	 	 	 	2/13/2017	 	 	133.75	 	 	Due diligence Kaitlyn D
	John Cowan & Associates	 	022017	 	2/20/2017	 	 	5,000.00	 	 	1/2 survey fee
	 	 	 	 	2/18/2017	 	 	2,663.11	 	 	Due diligence Rich F
	 	 	 	 	2/21/2017	 	 	125.19	 	 	Due diligence Fred R
	Persohn/Hahn Associates	 	5725-01	 	2/16/2017	 	 	2,393.75	 	 	Elevator due diligence
	 	 	 	 	2/14/2017	 	 	211.65	 	 	Due diligence Colleen M
	Diamond Technical Surveys	 	17-9058	 	2/13/2017	 	 	2,225.00	 	 	Infrared inspection
	AEI consultants	 	008-0218923	 	2/22/2017	 	 	2,400.00	 	 	Property condition assessment
	 	 	 	 	2/28/2017	 	 	1,259.50	 	 	Due diligence Janna J
	 	 	 	 	2/28/2017	 	 	2,827.86	 	 	Due diligence Rich F
	 	 	 	 	2/28/2017	 	 	87.80	 	 	Due diligence Kara M
	 	 	 	 	2/28/2017	 	 	103.30	 	 	Due diligence Mike I
	 	 	 	 	2/28/2017	 	 	178.60	 	 	Due diligence Sarah C
	 	 	 	 	2/28/2017	 	 	218.00	 	 	Due diligence Sarah C
	 	 	 	 	2/28/2017	 	 	4.31	 	 	Due diligence Kaitlyn D
	Fedex	 	5-717-72389	 	2/23/2017	 	 	12.19	 	 	Fedex
	The Planning and Zoning Co	 	I100498-1	 	3/2/2017	 	 	1,000.00	 	 	Site expense
	Targus Associates	 	7343	 	3/10/2017	 	 	2,300.00	 	 	Phase I ESA
	John Cowan & Associates	 	102643	 	3/3/2017	 	 	5,825.00	 	 	Update ALTA/ACSM survey
	Grayco Roofing Consulting	 	17031	 	3/14/2017	 	 	8,484.23	 	 	Roof Consulting
	 	 	 	 	3/17/2017	 	 	96.30	 	 	Due diligence Deb Buck
	Terracon	 	T884611	 	3/16/2017	 	 	5,000.00	 	 	FHAA Assessment
	WJHW	 	 	 	 	 	 	2,500.00	 	 	Acoustic Testing
	Assumption Deposit	 	 	 	 	 	 	11,000.00	 	 	 
	 	 	 	 	 	 	 	62,063.93	 	 	 
	 	 	Loan Balance	 	 	 	 	 	 	 	 
	Assumption Fee 1%	 	 	 	 	 	 	 	 	 	 
	Canyon Springs	$	43,125,000	 	 	 	$	431,250	 	 	 
	Crown Ridge	$	29,653,768	 	 	 	$	296,538	 	 	 
	Cascades I	$	33,207,000	 	 	 	$	332,070	 	 	 
	Cascades II	$	23,175,000	 	 	 	$	231,750	 	 	 
	Cibolo Canyon	$	17,451,856	 	 	 	$	174,519	 	 	 
	Total	$	146,612,624	 	 	 	$	1,466,126	 	 	 
	Additional Expenses	 	 	 	 	 	 	 	 	 	 
	Bocarsly Emden Cowan Esmail & Arndt Legal Fees to Date	 	$	115,000	 	 	 
	Earnest Money Deposit	 	 	 	 	 	$	3,000,000	 	 	 
	Extension Earnest Money (2 at $1,000,000 each)	 	$	2,000,000	 	 	 



 




    	 	F - 5	 



     


    

 


EXHIBIT G


 


Form of Buy-Sell Notice


 


[Offeror / Initiating Member name and address]


 


________ __, 20__


 


BY FACSIMILE AND CERTIFIED MAIL


 


[Offeree / Non-Initiating Member Name
and Address]


 


		Re:	[Offer Election][Sale] Notice
pursuant to Limited Liability Company Agreement of BR CWS 2017 Portfolio JV, LLC



 


Ladies/Gentlemen:


 


Reference is made to
that certain Limited Liability Company Agreement of BR CWS 2017 Portfolio JV, LLC (the “Company”), dated March ___,
2017 (as amended, the “Agreement”).Capitalized terms used but not defined herein shall have the meanings assigned
to them in the Agreement.


 


This letter shall constitute
a notice by [Promote Member] [Bluerock]


 


Buy-Sell:


 


invoking its rights
to initiate the buy-sell option as Offeror under Section 15.1 of the Agreement (the “Offer Notice”).


 


The aggregate dollar
amount which we would be willing to pay [insert name of applicable Owner or Company, as applicable] for [Buy-Sell Property/name
Owner or Property] as of the Closing Date free and clear of all liabilities is $________ (the “Valuation Amount”).


 


We estimate that if
the closing were consummated for the Valuation Amount in accordance with the terms set forth in Section 15.1 of the
Agreement, the amount that would be distributable to you if you accepted the offer (i.e., you elect the Sell Option) would be $________,
and the amount that would be distributable to us if you did not accept the offer (i.e., you elect the Buy Option) would be $________.The
amounts set forth in the preceding sentence shall be subject to the adjustments provided in Section 15.1 of the Agreement.


 


[Include a description
of all oral, and copies of all written, offers and inquiries received by the Offeror during the previous twelve-month period relating
to the financing, disposition or leasing of the Buy-Sell Property (including proposals for the formation of one or more new entities
for the ownership and operation of the Buy-Sell Property).]


 




    	 	G - 1	 



     


    

 


It is the intention
of the Offeror that the Loan relating to the Buy-Sell Property will [be paid-off at closing/remain in place at closing.]


 


In accordance with
Section 15.1 of the Agreement, you have 60 days from the delivery of this Offer Election Notice to elect to either
(i) cause the Company to sell the interests in the Owner that owns the Buy-Sell Property to us or our designee (i.e., the
Sell Option), or (ii) cause the Company to sell the interests in the Owner that owns the Buy-Sell Property to you or your
designee (i.e., the Buy Option).


 


[remainder of page intentionally left
blank]


 


[signature page next page]


 




    	 	G - 2	 



     


    

 


	 	Sincerely,
	 	 
	 	[OFFEROR / INITIATING MEMBER]
	 	 	 
	 	By:	 



	 	 	Name:	 



	 	 	Title:	 


 




    	 	G - 3	 



     


    

 


SCHEDULE 1


 


TO OFFER ELECTION NOTICE


 


	Valuation Amount:	 	$	 	 
	 	 	 	 	 
	Plus:Cash Balances and Deposits*	 	$	 	 
	 	 	 	 	 
	Less:Outstanding Debt*	 	$	 	 
	 	 	 	 	 
	Less:Other Liabilities*	 	$	 	 
	 	 	 	 	 
	Net Amount to be Distributed to Members*	 	$	 	 
	 	 	 	 	 
	Bluerock’s Share*	 	$	 	 
	 	 	 	 	 
	CWS’ Share*	 	$	 	 
	 	 	 	 	 
	Promote Member’s Share*	 	 	 	 
	 	 	 	 	 
	Earnest Money Deposit	 	$	 	 



 


		*	These amounts are estimates and are subject to adjustment
on the actual Closing Date in accordance with Section 15.1 of the Agreement.



 




    	 	G - 4	 



     


    

 


EXHIBIT H


 


Preferred Return Calculation


 


	Compounded
    10% Pref With Distributions
	1.00797414
	0.00797414
	 	 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 	 	7	 	 	8	 	 	9	 	 	10	 	 	11	 	 	12	 
	 	 	 	45,000,000	 	 	 	45,358,836	 	 	 	45,720,534	 	 	 	45,385,116	 	 	 	45,747,023	 	 	 	46,111,816	 	 	 	45,779,519	 	 	 	46,144,571	 	 	 	46,512,534	 	 	 	46,183,432	 	 	 	46,551,705	 	 	 	46,922,915	 
	 	 	 	358,836	 	 	 	361,698	 	 	 	364,582	 	 	 	361,907	 	 	 	364,793	 	 	 	367,702	 	 	 	365,052	 	 	 	367,963	 	 	 	370,897	 	 	 	368,273	 	 	 	371,210	 	 	 	374,170	 
	distro	 	 	-	 	 	 	-	 	 	 	700,000	 	 	 	-	 	 	 	-	 	 	 	700,000	 	 	 	-	 	 	 	-	 	 	 	700,000	 	 	 	-	 	 	 	-	 	 	 	700,000	 
	 	 	 	358,836	 	 	 	361,698	 	 	 	(335,418	)	 	 	361,907	 	 	 	364,793	 	 	 	(332,298	)	 	 	365,052	 	 	 	367,963	 	 	 	(329,103	)	 	 	368,273	 	 	 	371,210	 	 	 	(325,830	)
	 	 	 	45,358,836	 	 	 	45,720,534	 	 	 	45,385,116	 	 	 	45,747,023	 	 	 	46,111,816	 	 	 	45,779,519	 	 	 	46,144,571	 	 	 	46,512,534	 	 	 	46,183,432	 	 	 	46,551,705	 	 	 	46,922,915	 	 	 	46,597,085	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Compounded 10% Pref Without Distributions
	1.00797414	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	0.00797414	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 	 	7	 	 	8	 	 	9	 	 	10	 	 	11	 	 	12	 
	 	 	 	45,000,000	 	 	 	45,358,836	 	 	 	45,720,534	 	 	 	46,085,116	 	 	 	46,452,605	 	 	 	46,823,025	 	 	 	47,196,398	 	 	 	47,572,749	 	 	 	47,952,101	 	 	 	48,334,477	 	 	 	48,719,903	 	 	 	49,108,403	 
	 	 	 	358,836	 	 	 	361,698	 	 	 	364,582	 	 	 	367,489	 	 	 	370,420	 	 	 	373,373	 	 	 	376,351	 	 	 	379,352	 	 	 	382,377	 	 	 	385,426	 	 	 	388,499	 	 	 	391,597	 
	distro	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	 	 	 	358,836	 	 	 	361,698	 	 	 	364,582	 	 	 	367,489	 	 	 	370,420	 	 	 	373,373	 	 	 	376,351	 	 	 	379,352	 	 	 	382,377	 	 	 	385,426	 	 	 	388,499	 	 	 	391,597	 
	 	 	 	45,358,836	 	 	 	45,720,534	 	 	 	46,085,116	 	 	 	46,452,605	 	 	 	46,823,025	 	 	 	47,196,398	 	 	 	47,572,749	 	 	 	47,952,101	 	 	 	48,334,477	 	 	 	48,719,903	 	 	 	49,108,403	 	 	 	49,500,000	 



 




    	 	H - 1	 



     


    

  


EXHIBIT
I


 


Form of Property Management Agreement


 


(SEE ATTACHED)


 




    	 	 	 



     


    

 


MANAGEMENT AGREEMENT


 


This Management Agreement
(this “Agreement”) is dated                           ,
2017, by and between [Insert Owner], a Delaware limited liability company
(“Owner”), and CWS Apartment Homes LLC, a Delaware limited liability company (“Manager”);


 


WHEREAS, Owner
is the owner of a [XXX] unit multifamily residential property, known as [Insert
Property Name] located at [Insert Property Address] (collectively,
the “Property”); and


 


WHEREAS, Owner
desires to appoint and engage Manager in the management and operation of the Property, and Manager is willing to accept such appointment
and engagement on the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE,
for and in consideration of the premises and the mutual promises and covenants herein contained and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Owner and Manager agree as follows:


 


ARTICLE
1


 


DEFINITIONS


 


In addition
to terms defined in other provisions of this Agreement, the following terms shall have the following meanings when used in this
Agreement:


 


1.1          Budget.
An estimate of receipts and expenditures for the operation of the Property during a Fiscal Year, including a schedule of expected
apartment rentals (excluding security deposits, other refundable deposits, SureDeposits and other similar bonds and deposits) for
the Fiscal Year, and an estimate of capital expenditures (as defined by GAAP), which consist of capital replacements, substitutions,
material repairs and additions for the Property (other than routine repairs and maintenance) for the Fiscal Year.


 


1.2          Commencement
Date. The Commencement Date shall be the date hereof.


 


1.3          Confidential
Information. The books, records, business practices, methods of operations, computer software, financial models, financial
information, policies and procedures, and all other information relating to Owner and the Property (including any such information
relating to the Property generated by Manager), which is not available to the public. Notwithstanding the foregoing, Confidential
Information shall not include any Proprietary Property.


 


1.4          Controllable
Expenses. All expenses, other than Uncontrollable Expenses, with respect to the Property.


 


1.5          Credit
Support. All (i) environmental indemnities, (ii) guaranties for non- recourse carve-outs, (iii) completion guaranties, (iv)
payment guaranty, and (v) any other guaranty, indemnity, or credit enhancement or personal liability undertaking provided in connection
with a Loan.


 




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1.6          Depository
Account. Account opened and maintained by Manager in Owner’s name with an FDIC-insured bank designated by Manager and
approved by Owner into which deposits and from which disbursements are to be made pursuant to this Agreement. Owner hereby approves
Wells Fargo, N.A. as the initial bank where the Depository Account will be maintained.


 


1.7          Effective
Date. The Effective Date of this Agreement shall be the date hereof.


 


1.8          Emergency.
An event requiring action to be taken (a) in order to comply with applicable laws, any insurance requirements, or to preserve the
Property (or any part thereof), (b) for the safety of the Property, any tenants, occupants, customers or invitees thereof, (c)
to avoid the suspension of any services necessary to the tenants, occupants, licensees or invitees thereof, (d) to avoid imminent
danger to life or property, (e) to avoid the breach of Owner’s obligations under any tenant leases, (f) to avoid civil or
criminal liability for Owner and/or Manager, or (g) as a result of acts of God, fire, damage or casualty, mechanical or equipment
failure, hazardous material spills or contamination, riots or civil insurrection.


 


1.9          Final
Accounting. The Final Accounting shall include the following: (a) final financial statements, (b) written summary of all outstanding
accounts payable and copies of all outstanding invoices, (c) final bank statements following the close of the Depository Account(s),
(d) 1099 information upon request and (e) any additional information reasonably requested by Owner.


 


1.10        Fiscal
Year. The period beginning January 1 and ending December 31, which is the fiscal year established by Owner for the Property.


 


1.11        Gross
Rental Revenue. The entire amount of all revenue, as determined utilizing the method of accounting specified in Section
5.1 of this Agreement (i.e., accrual versus cash basis), from (a) tenant rentals and other sums pursuant to tenant leases (excluding
security deposits, pet deposits, other refundable deposits, SureDeposits and other similar bonds and deposits, in each case, except
as provided below) and other amounts for rental of the Property, including garage income, parking fees, storage fees, amenity fees
and other similar amounts, late fees, late charges, NSF charges, and interest income, (b) income from the operation of the Property,
including, but not limited to, utility reimbursements, cable television, telephone, internet access, security monitoring, laundry,
vending machines and other miscellaneous income, (c) business and rental interruption insurance proceeds, (d) amounts paid by reason
of the breach of any lease, any sums and charges in connection with termination of the tenant leases or settlement of rent claims,
net of litigation or collection costs, and (e) application fees, cleaning fees, pet fees, administrative fees, other non-refundable
fees and deposits, and other similar miscellaneous income. Gross Rental Revenue does not include the proceeds of (i) any sale,
exchange, refinancing, condemnation (to the extent unrelated to the collection of rents and other income or charges) or other disposition
of all or any part of the Property, (ii) any loans to Owner, whether or not secured by all or any part of the Property, (iii) any
capital contributions to Owner, (iv) any insurance (other than business or rental interruption insurance) maintained with regard
to the Property, (v) security deposits, pet deposits, other refundable deposits, SureDeposits and other similar bonds and deposits
(until forfeited or applied to obligations that constitute Gross Rental Revenue), (vi) sums collected through litigation or paid
to Owner pursuant to any indemnification provision, (vii) rents paid more than thirty (30) days in advance of the due date until
the month in which such payments are to be applied as rental income, (viii) any buy-out of all or a portion of the remaining term
of a lease, or from any damage claims against a tenant for lost rent, which amounts shall be amortized over the remaining term
of the lease and included in Gross Rental Revenue in equal monthly installments until the earlier of (A) occupancy of the subject
tenant’s space under a new lease; or (B) expiration of the term of the subject lease, (ix) monies collected for capital items
which are paid for by tenants, (x) sales tax collected on rents, (xi) refunds, including tax abatements, (xii) non-recurring lump
sum and/or non-recurring upfront payments paid by ancillary income providers (e.g. laundry, cable, antennae, or (xiii) tenant rentals
and income from the operation of any non-residential retail and/or commercial lease(s) (retail space revenue and management fee
to be negotiated in additional exhibit if applicable).


 




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1.12        Intellectual
Property Rights. All rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, confidential
information rights, patents, invention rights, copyrights, service marks, trademarks, trade dress, logos, characterizations, know-how,
or similar intellectual property rights and all applications and rights to apply for such rights, as well as any and all moral
rights, rights of privacy, publicity and similar rights and license rights of any type under the laws or regulations of any governmental,
regulatory, or judicial authority, foreign or domestic and all renewals and extensions thereof.


 


1.13        Loan.
Any loan for which the Property is pledged as security, including that certain loan secured by a deed of trust, mortgage or other
security instrument on the Property in effect on the Commencement Date, or as may be modified from time to time.


 


1.14        Loan
Documents. The documents evidencing and securing any Loan.


 


1.15        Property
Employees. Those persons employed by Manager on-site as a management staff (e.g., senior manager, manager, assistant managers,
leasing consultants and maintenance employees), including, but not limited to, any employees who work at the Property on a part-time
or temporary basis and any employees from other sites who may work at the Property to cover time-off or other special needs at
the Property, to the extent of the time they spend at the Property.


 


1.16        Property
Close Date. The last day of each calendar month during the Fiscal Year.


 




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1.17        Proprietary
Property. All modeling algorithms, tools, computer programs, know-how, methodologies, processes, technologies, ideas, concepts,
skills, routines, subroutines, operating instructions, trade names, trademarks, trade dress, logos, characterizations, service
marks, domain names, websites, social media accounts (and all user names and password account information necessary for accessing
and controlling said websites and social media accounts), and other materials and aides used by Manager in performing its duties
set forth in this Agreement that relate to management advice, services and techniques regarding the Property, and all modifications,
enhancements and derivative works of the foregoing.


 


1.18        Security
Deposit Account. Account opened and maintained by Manager in Owner’s name with an FDIC-insured bank designated by Manager
and approved by Owner in which tenant security deposits are to be held pursuant to this Agreement.


 


1.19        Start
Up Costs. Those costs which Manager incurs after the Effective Date of this Agreement in connection with beginning operations
at the Property, which costs are either included in a Budget or approved in advance and in writing by Owner and may include (but
are not limited to) purchasing software, hardware, and other office equipment costs and expenses specific to the Property.


 


1.20        Term.
The term of this Agreement shall begin on the Effective Date and shall, subject to the other provisions in this Agreement, expire
three (3) years after the Effective Date. The Term shall automatically be extended for successive one-year periods unless either
party terminates this Agreement in accordance with the terms and conditions of Article 7 of this Agreement.


 


1.21        Uncontrollable
Expenses. The following expenses with respect to the Owner or the Property: taxes, assessments (including, but not limited
to, ad valorem and margin taxes) and insurance; expenses incurred by the Owner; audit fees; licenses and permits; HOA assessments;
assessments or other charges pursuant to recorded maintenance, shared use, easement and other similar agreements with third parties;
utilities; unanticipated material repairs that are essential to preserve or protect the Property; costs of an Emergency; regularly
scheduled debt service payments; lender reserves and impounds; and costs due to a change in law or the interpretation thereof.


 




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ARTICLE
2


 


DUTIES AND RIGHTS OF MANAGER


 


2.1          Appointment
of Manager. Owner hereby appoints Manager as the exclusive designated property manager and leasing agent of the Property, and
Manager agrees, for and in consideration of the compensation and reimbursements provided in this Agreement, that during the Term
of this Agreement Manager will supervise and direct the management and operation of the Property as provided in this Agreement.
Manager shall perform its duties and obligations in a professional manner, and shall maintain the Property in accordance with the
applicable Budget and in accordance with the standards a reasonably prudent multifamily property manager would employ with respect
to properties of similar age, size, and class as the Property in the market area in which the Property is located. Manager shall
have no liability whatsoever with respect to acts or omissions of Owner, previous owners of the Property, any previous property
manager or any other agent of Owner. Manager’s services are provided to Owner on a non-exclusive basis with respect to other
multifamily residential properties and Manager shall serve Owner in the management, operation, maintenance and repair of the Property,
conforming to the standards a reasonable prudent multi-family property manager would employ with respect to properties of similar
size, age and class as the Property in the market area in which the Property is located. Everything performed by Manager under
this Agreement shall be done as Owner’s agent, and Manager shall have the right to execute and deliver documents on behalf
of Owner and to otherwise bind Owner as provided (but only to the extent provided) in this Agreement. Manager shall act with the
same standard of care with respect to the cash and cash accounts of Owner as Manager employs at other properties in the market
area of the Property which are managed by Manager. Manager shall use commercially reasonable efforts to achieve the proper protection
and accounting for Owner’s other assets associated with the Property, and shall use commercially reasonable efforts to operate
the Property in a manner consistent with the operational standards imposed by Owner’s lender under the Loan Documents of
which Manager has received actual notice and which Manager is required to perform under this Agreement. Manager may install one
or more signs on or about the Property stating that Manager is the property manager and leasing agent of the Property, and Manager
may use in a commercially reasonable manner, subject to Owner’s approval, which approval will not be unreasonably withheld,
conditioned or delayed, Manager’s name and logo in any display advertising that may be done on behalf of the Property. Owner
shall provide adequate office space at the Property, at no cost to Manager, for Manager’s exclusive use in carrying out its
duties pursuant to the terms of this Agreement.


 


2.2          Rental
Activities. Manager shall render the following services and perform the following duties for Owner:


 


(a)          Use
commercially reasonable efforts to collect all monthly rentals due from tenants and rental payments due from users or lessees of
other non-dwelling facilities in the Property, if any, and when, in Manager’s reasonable judgment it is necessary and prudent,
in Owner’s name and at Owner’s expense, institute legal action to evict tenants delinquent in payment of monthly rental
or other charges as more particularly described in Section 2.9 below; provided, however, that in no event
shall Manager be liable to Owner for any uncollected rents;


 


(b)          Subject
to the limitations in the Budget, to advertise at Owner’s expense the availability of apartment units at the Property for
rental and, subject to limitations imposed by local laws or restrictive covenants applicable to the Property, display “for
rent” or other similar signs upon the Property; and


 


(c)          Use
commercially reasonable efforts to do the following:


 


(i)          Lease
leasable apartment units in substantial accordance with the leasing guidelines attached hereto as Exhibit F or otherwise
determined by Owner and communicated to Manager in writing. Said leasing guidelines shall include the following parameters: Without
the prior written consent of Owner, Manager shall not enter into a new lease or renew any existing lease for space in the Property
for (A) a term less than six (6) months, except that without regard to month-to month leases, the Manager may enter into new leases
or renewals so long as no more than ten percent (10%) of the leases have an initial term less than six (6) months; (B) any non-residential
purpose [(with the exception of the premises for the existing spa lease)]1;
or (C) any activity that would violate any requirement imposed by Owner’s lender under the Loan Documents.


 




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(ii)         Secure
tenants for the Property based on tenant selection criteria recommended by Manager and approved by Owner, and negotiate leases
with such tenants in substantial accordance with the leasing guidelines attached hereto as Exhibit F or otherwise determined
by Owner and communicated to Manager in writing; provided, however, Manager does not guarantee the creditworthiness
of any tenants or collectability of accounts receivables. Manager shall prepare all prospective leases on a standard form of lease
approved by Owner. Owner specifically authorizes Manager to execute leases in Owner’s name and on Owner’s behalf, consistent
with the standards established by Owner, and any lease so executed will be binding on Owner to the same extent as if executed by
Owner.


 


(iii)        Supervise
all dealings with tenants of the Property on behalf of Owner and receive and consider service requests; receive and attempt to
resolve any complaints, disputes or disagreements among tenants; monitor the activities of tenants to ensure their compliance in
all material respects with the terms and conditions of their respective leases and notify the respective tenants and Owner of any
material non-compliance with such leases; and supervise the moving in and out of all tenants of the Property.


 


(d)          Attach
and incorporate Owner’s Provision for Making Apartment Modifications by Residents/Applicants With Disabilities or With Visitors
Having Disabilities (“Modifications Addendum”) substantially in the form attached hereto as Exhibit E
into the approved lease form. Manager shall, at Owner’s expense, accommodate and administer the terms, procedures and accommodations
set forth in such Modifications Addendum to the extent consistent with applicable law. Pursuant to the Modifications Addendum,
a tenant may submit a “Request for Reasonable Modification” or “Request for Reasonable Accommodation”
(each, a “Request”), as more particularly described in the Modifications Addendum. Manager shall notify Owner
in writing of any Request for Reasonable Modification where the cost of such modification exceeds $2,500. Manager shall submit
to Owner all submitted Requests which Manager recommends be denied for Owner’s consideration promptly following Manager’s
receipt of the same. At no time shall Manager deny any such Request without Owner’s express written consent. Owner acknowledges
Manager is not responsible, and shall have no liability, for assessing accessibility compliance and that all such matters will
be deferred to Owner.


 


(e)          All
inquiries for any leases or renewals or agreements for the rental of the Property or portions thereof shall be referred to Manager,
and all negotiations connected therewith shall be conducted solely by or under the direction of Manager in substantial accordance
with the leasing guidelines attached hereto as Exhibit F or as otherwise approved in writing by Owner. Manager is authorized
to utilize the services of apartment locator services and pay compensation (which shall be at prevailing market rates in the vicinity
of the Property) of duly qualified and licensed leasing personnel responsible for the leasing of the Property; the fees for such
services shall be operating expenses of the Property and, to the extent paid by Manager, reimbursable to Manager by Owner to the
extent set forth in the Budget.


 




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2.3          Budget.


 


(a)          Attached
hereto as Exhibit C is the form of Budget applicable to the balance of the 2017 Fiscal Year, which Budget is deemed approved
by Owner and Manager. Manager shall submit an initial proposed Budget for a Fiscal Year to Owner for Owner’s review no later
than September 15 of the year prior to the beginning of such Fiscal Year. In the event Owner does not approve any Budget proposed
by the Manager, in whole or in part, Owner and Manager shall in good faith cooperate to resolve any differences with respect to
the proposed Budget for such Fiscal Year as soon as may be reasonably practicable, but in no event later than December 31. If for
any reason Manager and Owner are unable to agree on a form of Budget for a Fiscal Year prior to such deadline, Owner shall, at
its election, be entitled to unilaterally establish the Budget (which Budget shall comply with the requirements of clauses (i)
and (ii) of the immediately following sentence) for such Fiscal Year and for all subsequent Fiscal Years and such Owner prepared
Budgets shall be implemented by Manager in accordance with the terms of this Agreement. Until a complete new Budget is approved
and so long as Owner has not unilaterally established a Budget as provided in the immediately preceding sentence, Manager shall
operate the Property on the basis of the Budget for the prior Fiscal Year adjusted, as necessary, for (i) any actual changes in
Uncontrollable Expenses, and (ii) for increases in rental revenue and Controllable Expenses, based on changes in the Consumer Price
Index All Urban Consumers for the area in which the Property is located. In the instance that the Property is operating on the
basis of the Budget for the prior Fiscal Year, all capital expenditures (except for capital expenditures arising as a result of
an Emergency) must be prior approved by Owner in writing. It is hereby expressly acknowledged by the parties that the Budgets are
intended as projections only, and Manager shall have no responsibility (other than the reporting set forth in Section 2.3(c)
for any shortfall or other loss because the Property operations do not achieve the results projected in any Budget. Without limiting
the generality of the foregoing, Owner acknowledges and agrees that Uncontrollable Expenses are not within the control of Manager,
and Owner shall be required to fund the actual costs thereof regardless of the amounts budgeted therefor. Each Fiscal Year Budget
shall include the information set forth in Exhibit D attached hereto.


 


(b)          The
Budget shall constitute a major control under which Manager shall operate the Property, and there shall be no substantial variances
therefrom except as permitted by other provisions of this Agreement or approved by Owner in writing. Consequently, except as permitted
by other provisions of this Agreement, no expenses may be incurred or commitments made by Manager in connection with the maintenance
and operation of the Property which exceed the amounts allocated to the corresponding line items in the Budget for the period in
question by more than ten percent (10%) or $5,000 per line item, whichever is less, without the prior consent of Owner; provided
that the foregoing limitation shall not apply to the Base Management Fee (which will be determined as provided in this Agreement),
or to expenses for Uncontrollable Expenses; and provided that Manager may pay expenses in excess of Budget allowances if the expenses
represent reallocation among periods of amounts otherwise allowed by this provision or which represent cost savings in any line
item or the application of a contingency line item. Owner’s agreement to pay any fee or cost as evidenced by the inclusion
of any item in an approved Budget shall have the same binding effect as if such agreement to pay was expressly set forth in this
Agreement.


 


(c)          In
the event there shall be a variance in any summary accounts between the results of operations for any month and the estimated results
of operations for such month (as set forth in the corresponding summary account contained in the Budget) in excess of ten percent
(10%) or $5,000 per line item, whichever is less, Manager shall furnish to Owner, within the time-frame specified in Exhibit
B, a written explanation as to why the variance occurred. If substantial variances have occurred or are anticipated by Manager
during the remainder of any Fiscal Year, Manager shall prepare and submit to Owner, for review and approval by Owner, a revised
forecast covering the remainder of the Fiscal Year with an explanation for the revision.


 




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2.4          Manager
and Other Employees.


 


(a)          Subject
to payment or reimbursement as provided in the Budget or this Agreement, Manager shall hire, train, instruct, pay, promote, supervise
and discharge the work of the Property Employees in accordance with Manager’s policies and procedures. Prior to hiring any
individual, to the extent permitted by applicable law, Manager shall conduct, at Owner’s expense, a background check on such
individual, including criminal history and drug screening. The Property Employees shall be employees of Manager or an affiliate
of Manager and not of Owner. Nothing herein is intended to provide Owner with any right to make any hiring decisions on behalf
of the Manager, it being understood that the decision as to the hiring of Manager’s employees shall in all events remain
fully and solely vested in the Manager. Manager shall be solely responsible for legal compliance concerning the foregoing activities
with respect to the Property Employees.


 


(b)          Manager
shall provide to Owner the name and qualifications of its on-site community director and any replacement for such on-site
community director. The identity of Manager’s on site manager and any replacement for such on site manager shall be
subject to Owner’s approval, which approval will not be unreasonably withheld, conditioned or delayed. Manager shall
provide to Owner annually, along with the proposed Budget, a schedule of all proposed employees to be employed in the direct
management of the Property, including supervisory employees to whom on-site personnel will report. Such schedule shall
identify (a) the extent each employee is an “on-site”
employee, (b) a full or part time employee (with details for the nature of any “part time” arrangement), (c) the
estimated extent of each employee’s commitment to the Property (by the percentage of time such person is dedicated to
Property) and (d) the title, salary range, bonus range, living allowance, rent discounts, commissions and other benefits of
each employee. Manager will have the right to assign employees to the Property to cover time-off or other special needs at
the Property.


 


(c)          Since
a Property Employee may need to reside at the Property and be available full-time in order to properly perform the duties of his/her
employment, it is further understood and agreed that each Property Employee (including his/her spouse and dependents), in addition
to his/her salary and fringe benefits, may receive the normal maintenance customarily provided employees of a multifamily property,
including apartment rental at an agreed upon discount and use of all Property facilities. Property Employees may occupy apartment
units on a month-to-month basis with an executed tenant lease, regardless of whether they are allowed a rental discount, provided
that any such discount shall be included in the Budget or otherwise approved by Owner. In the event that a Property Employee resides
at the Property, such Property Employee shall execute a lease for the applicable unit. Such lease shall include a standard employee
addendum, which addendum will, in all events, address the circumstances under which such Property Employee will be entitled to
remain at the Property as a tenant in the event that such Property Employee terminates its employment with the Manager (or has
its employment with the Manager terminated), including the loss of any applicable discount and the obligation to reapply for residency
and meet all applicable tenant standards.


 




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(d)          Manager
shall prepare (or cause to be prepared) and submit all forms, reports and returns required by all federal, state or local laws
in connection with unemployment insurance, workers’ compensation insurance, disability benefits, social security and other
similar taxes now in effect or hereafter imposed with respect to Property Employees.


 


(e)          Owner
shall reimburse Manager, in advance of each regularly scheduled pay date, the total actual aggregate compensation, including salary
and fringe benefits, payable with respect to Property Employees for such two week payroll period. The term “fringe benefits”,
as used herein, shall include, but not be limited to, the employer’s contribution of F.I.C.A. and 401(k) contributions, unemployment
compensation and other employment taxes, workers’ compensation, group life, accident and health/vision/dental insurance premiums,
allowance for vacation and sick time, disability and other similar benefits, applicable severance payments, any vacation pay-out
which may be due at the end of employment, and reasonable costs incurred by Manager to provide suitable corporate apparel for its
on-site employees. Any performance bonuses paid to any Property Employee in excess of amounts set forth in the Budget must be approved
by Owner prior to payment thereof. The payroll expenses charged to Owner will include accrued vacation hours earned by each Property
Employee during each payroll period; however, Owner shall not be financially responsible for vacation accrued prior to a Property
Employee’s employment at the Property. Owner shall not directly compensate any Property Employee without the prior consent
of Manager.


 


2.5          Contracts
and Supplies. Manager shall, in the name of and on behalf of Owner and at Owner’s expense, consummate arrangements with
third party concessionaires, licensees and suppliers for services and supplies for the Property, including telephone, cleaning,
furnace and air-conditioning maintenance, pest control, landscaping and other similar items that are customarily provided in accordance
with standards comparable to those prevailing in other comparable multifamily properties in the geographic area in which the Property
is located. Manager shall have the right to establish and verify certain compliance criteria for any third party concessionaires,
licensees and suppliers, including but not limited to licensing, credit, insurance, criminal history, and inclusion on any government
watch-lists. Manager shall, where necessary, execute contracts for such services and supplies, which contracts shall be in Owner’s
name, and Owner hereby authorizes Manager to enter into such contracts in the name of and on behalf of Owner, and to bind Owner
to such contracts. Unless provided for in the Budget or otherwise agreed to by Owner, Manager shall not execute any such contract
on behalf of Owner without Owner’s approval. Unless otherwise approved by Owner, in each instance, all contracts must be
terminable without cause on thirty (30) days or less notice, unless such contract pertains to elevators, utilities, laundry, security
monitoring, cable television, telephone or internet or which constitute national service contracts which are terminable upon a
sale of the Property or upon any termination of this Agreement. In addition, Owner agrees to specifically assume in writing all
obligations under all such contracts so entered into by Manager, on behalf of Owner, upon the termination of this Agreement, and
Owner shall indemnify, defend and hold harmless Manager and the other Manager Indemnitees from and against any and all Claims resulting
from, arising out of or in any way related to such contracts or orders and that relate to or concern matters occurring after termination
of this Agreement, but excluding matters arising out of the gross negligence or willful misconduct of Manager. Owner recognizes
that the Property may be operated in conjunction with other properties in an effort to provide for more efficient and less expensive
methods of operation, and Owner agrees that costs for such shared activities may be allocated or shared between the Property and
such other properties on an equitable basis as reasonably determined by Manager and/or included in an approved Budget.


 




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2.6          Alterations,
Repairs and Maintenance.


 


(a)          Manager
shall use commercially reasonable efforts, at Owner’s expense, to maintain the Property in good repair and condition. Manager
shall, in Owner’s name and at Owner’s expense, hire and discharge independent contractors for the repair and maintenance
of the Property to the extent involvement of outside parties is necessary for completion of such work. Expenditures for maintenance
and repair are subject to the Budget-related limitations of this Agreement, except in the case of an Emergency. Manager shall give
prompt written notice of any Emergency repairs to Owner and, circumstances permitting, shall use commercially reasonable efforts
to secure Owner’s prior written approval thereof if the cost of such Emergency repairs exceed $10,000. However, in the event
of an Emergency which requires immediate repair or alteration, and Owner is not readily available for consultation, Manager shall
be authorized to use its reasonable commercial judgment regarding the same; provided, in such event Manager shall notify Owner
of any such Emergency repairs or alterations promptly thereafter and shall provide to Owner invoices reflecting the expenses of
such repairs as directed by Owner. It is understood that any action taken by Manager under this Section 2.6(a) in connection
with any particular Emergency event shall not create precedent or a duty on the part of Manager or Owner to take any action in
connection with any future event.


 


(b)          Manager
shall implement capital replacements, substitutions and additions for the Property that are provided for in the Budget and, at
Owner’s expense, as may be required due to an Emergency. Owner shall be responsible for all costs of such capital replacements,
substitutions and additions for the Property and Owner shall pay all such costs directly and reimburse Manager for any such costs
incurred by Manager; provided, however, Manager shall not exceed the amount allowed by the Budget for such capital
replacement, substitution and addition without obtaining Owner’s prior written consent, except in the event of an Emergency
in which case the procedures set forth in Section 2.6(a) above shall apply. Subject to the terms of the immediately preceding
sentence, if Owner fails to reimburse Manager for all costs incurred by Manager in connection with such capital replacements, substitutions
and additions for the Property, then Manager will be excused from performance of its responsibilities under this Section 2.6(b);
provided, however, that to the extent such costs are payable through the submission of a draw request, Manager shall
perform on behalf of Owner, as provided in Section 5.2(e). Renovation projects are defined as projects in which the work
centers around upgrading or otherwise renovating the individual units or buildings, and is not work considered simple general maintenance
or repairs. For all renovation projects that are specifically reviewed with, and approved by Owner, the Owner shall pay Manager
a fee to supervise such renovation projects equal to five percent (5%) of the total cost of the completed work.


 




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(c)          The
provisions of this Section 2.6(c) shall be subject to the provisions of Section 2.11. Manager shall make periodic
visual inspections of the Property, at such intervals as prudent practice dictates and in any case at least quarterly. Following
the completion of each such inspection, Manager shall give to Owner a written summary of any material physical shortcomings, including
violations of any applicable laws, defects in the Property, water infiltration or mold that come to Manager’s attention.
Manager also shall give Owner written notice of any material physical shortcomings (including violations of any applicable laws,
defects in the Property, water infiltration or mold) that come to Manager’s attention between scheduled periodic inspections.
Manager shall correct any physical shortcomings as soon as reasonably practicable under the circumstances to the extent that correction
is within the scope of routine maintenance and repair activities for the Property and can be executed within the limits of the
then-existing approved Budget. If correction of any physical shortcomings requires work outside the scope of routine maintenance
and repair activities for the Property or cannot be executed within the limits of the then-existing approved Budget, Manager shall
submit to Owner its recommendation for corrective actions and, after consultation with Owner, shall, at Owner’s expense,
execute such corrective measures as Owner may direct. Manager may not execute any corrective measures to address physical shortcomings
that require work outside the scope of routine maintenance and repair activities for the Property or that cannot be executed within
the limits of the then-existing approved Budget, except to the extent otherwise approved by Owner or arising as a result of any
Emergency, in which event the provisions of Section 2.6(a) will apply.


 


2.7          Licenses
and Permits. Manager shall, at Owner’s expense, in a timely manner, apply for, obtain and maintain all licenses and permits
(including deposits and bonds) required for Manager in connection with the management and operation of the Property. Owner agrees
to execute and deliver any and all applications and other documents and to otherwise cooperate to the fullest extent with Manager
in applying for, obtaining and maintaining such licenses and permits.


 


2.8          Compliance
with Laws. The provisions of this Section 2.8 shall be subject to the provisions of Section 2.11. Manager shall
use its commercially reasonable efforts to comply in all material respects with all laws applicable to it in the performance of
its duties hereunder, including laws prohibiting discrimination in housing, employment laws (including those related to unfair
labor practices), laws regarding depositing tenant security deposits and laws regarding the storage, release and disposal of hazardous
materials and toxic substances by Property Employees, including without limitation, asbestos, petroleum and petroleum products.
Manager shall not be responsible for the Property’s compliance with laws relating to the condition of the Property, including
building, zoning, subdivision, fire and other codes or laws, and laws regulating hazardous materials or toxic substances (except
for materials knowingly released by Property Employees), but Manager shall notify Owner of any violation of any such laws of which
Manager becomes actually aware. Owner shall comply with all applicable laws with respect to the condition of the Property and the
operation of the Property. Manager and Owner each shall notify the other of any notice of violation of law with respect to the
Property that it receives from any governmental authority or any notice of violation or required corrective action that it receives
from any board of fire underwriters or similar agency.


 


2.9          Legal
Proceedings. When in Manager’s reasonable judgment it is necessary and prudent, Manager shall institute, in the name
and at the expense of Owner, legal actions which Manager reasonably deems appropriate to collect charges, rent or other income
from the Property, or to dispossess tenants or other persons in possession who default, or to cancel or terminate any lease, license
or concession agreement for the breach thereof. Manager is authorized to institute and defend on behalf of Owner and/or Manager
all legal actions related to Manager’s authority and performance under this Agreement. Reasonable attorneys’ fees and
costs for such legal actions shall be at Owner’s expense. It is expressly acknowledged by Owner that Manager shall not be
responsible for providing legal advice, tax advice or other counsel to Owner or Property Employees with respect to any Property
related matters, and any recommendations or advice given by Manager shall not be relied upon as legal advice. Notwithstanding anything
to the contrary in this Agreement, in no event shall Manager be liable for any action (or inaction) by Manager taken in reliance
on advice from legal counsel to the Owner and/or the Property. Further notwithstanding anything contained in this Agreement to
the contrary, in no event shall Manager institute or defend any legal proceedings where the amount in dispute exceeds $10,000 without
Owner’s prior written consent.


 




    	 	11	 



     


    

 


2.10        Security
Services. Owner acknowledges that Manager has not undertaken to provide, and is not responsible for providing, security services
to the Property. Should Owner choose to do so, Owner (or Manager, as Owner’s agent on Owner’s behalf) may separately
contract with a company providing alarm monitoring, patrol, or similar services. Manager’s sole responsibility with respect
to any security services shall be reasonable cooperation with the company providing such services and to use commercially reasonable
efforts to enforce the terms of any separate security contract.


 


2.11        Property
Defects. Notwithstanding anything to the contrary in this Agreement, Manager is not responsible for parts of the Property during
its construction or rehabilitation, and Manager’s responsibility for a residential unit will not begin until Manager, Owner
and Owner’s contractor agree that such unit is complete (subject to minor punch list items) and ready for occupancy. Notwithstanding
anything to the contrary in this Agreement, in no event shall Manager be responsible for uncovering violations of building, zoning,
subdivision, fire, environmental or other codes or other laws and regulations (including laws relating to accessibility) or for
defects or other shortcomings in the Property or its construction. Manager hereby expressly disclaims any expertise with respect
to compliance with such codes, laws or regulations which may govern the Property or the operation thereof. Notwithstanding anything
to the contrary in this Agreement, Manager’s responsibility as to such matters will be limited to advising Owner of problems
that come to the attention of Manager and implementing, at Owner’s cost, remedial steps directed by Owner on terms consistent
with this Agreement.


 


2.12        Debts
of Owner. In the performance of its duties as property manager, Manager shall act on behalf of Owner solely in Manager’s
capacity as Owner’s agent as specifically set forth in this Agreement. All debts and liabilities to third parties incurred
by Manager pursuant to this Agreement and in the course of its operation and management of the Property shall be the debts and
liabilities of Owner, and Manager shall not be liable for (and is hereby indemnified with respect to) any such debts or liabilities
except to the extent caused by the gross negligence or willful misconduct of Manager or the Property Employees; provided,
however, Manager shall not be deemed to be in default under this Agreement as a result of any such actions on the part of
a Property Employee, unless Manager fails to take appropriate actions to address any such action by a Property Employee. Manager
shall have no responsibility to make payments with Manager’s funds on any indebtedness incurred by Owner whether or not secured
by the Property or any portion thereof. Manager shall not be obligated to advance any of its own funds to or for the account of
Owner, or to incur any liability unless Owner shall have furnished Manager with funds necessary for the discharge thereof. If Manager
advances any additional funds in payment of an expense in the maintenance or operation of the Property which was included in the
Budget, constitutes a reimbursable expense, was authorized by Owner, or is an obligation of Owner under this Agreement, Manager
shall have the right to withdraw such amounts from the Depository Account or Owner shall reimburse Manager within thirty (30) days
after Owner’s receipt of itemized invoices or bills therefor.


 




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2.13        Post-Closing
Cooperation. Manager shall, at Owner’s written request, cooperate with the seller of the Property to Owner for purposes
of determining any post-closing adjustment to the closing prorations or any allocation of revenues received for the Property in
accordance with the terms of the applicable purchase contract; provided, however, Manager shall not remit any funds
to the seller of the Property pursuant to any such determination without Owner’s prior review of such proposed distributions
and Owner’s express authorization to remit such funds.


 


2.14        Scope
of Owner Liability. In no event shall Owner have any liability for expenses willfully incurred by Manager to the extent incurred
beyond an express authorization in this Agreement, where the consent of the Owner was required pursuant to the terms and conditions
of this Agreement, and the Manager failed to obtain said consent.


 


2.15        Manager’s
Rights. Owner acknowledges and agrees that Manager and/or its affiliates may now or hereafter own, operate, control, develop
or manage other real estate projects and that any acts related thereto shall not constitute a breach of this Agreement by Manager
and Owner shall have no interest in such real estate projects. In all cases, Manager shall always give equal priority to the renting
of apartment units in the Property as to any other real estate projects in the vicinity of the Property that is owned, operated,
controlled, developed or managed by Manager or any of its affiliates, and neither Manager nor any of its affiliates shall induce
or attempt to induce tenants or prospective tenants of the Property to move to apartment units located in any real estate projects
in or near the Property which is owned, operated, controlled, developed or managed by Manager or any of its affiliates.


 


2.16        Third-Party
Insurance Requirements. Manager will require that all persons performing work on or with respect to the Property (including
contractors, subcontractors and service vendors) maintain insurance coverage, at no cost to Owner, in the following minimum amounts:


 


(a)          Worker’s
compensation insurance with coverage at least equal to statutory limits of the state where the Property is located or, if none,
$500,000 per accident.


 


(b)          Employers’
liability insurance with limits of $500,000 each accident, $500,000 disease - policy limit and $500,000 disease - each
employee, or such higher limit imposed in accordance with any requirements of the laws of the state where the Property is
located.


 


(c)          Commercial
general liability insurance (including contractual liability coverage) with limits of not less than $1,000,000 per occurrence.
Manager and Owner to be named as additional insureds on a primary/non-contributory basis for both ongoing and completed operations.


 


(d)          Business
auto liability insurance, including hired and non-owned auto coverage, with a combined single limit of at least $500,000 per occurrence.


 




    	 	13	 



     


    

 


(e)          If
appropriate based on the nature of the person’s work, errors and omissions, liquor liability and/or garage keepers legal
liability insurance.


 


(f)           Umbrella
insurance with a limit of not less than $1,000,000.


 


Owner may
require additional coverages and/or higher limits on a case-by-case basis. Each insurer shall have an A.M. Best’s rating
of at least B+/VIII. Manager will obtain and keep on file a currently-effective certificate of insurance which shows that required
coverages are in place. Manager will require the applicable policies to name as additional insureds Owner and such other parties
in interest (including Owner’s lenders and equity investors) as Owner identifies to Manager. Manager also will confirm that
the insurers waive all rights of subrogation in respect of losses covered under the policies against Owner and such other parties
in interest (including Owner’s lenders and equity investors) as Owner identifies. The insurance will be primary and noncontributory
with respect to insurance carried by Owner and its affiliates. Manager must obtain Owner’s written permission to waive any
of the above requirements.


 


2.17        Property
Licenses and Authorizations. Manager shall assist Owner in obtaining and maintaining all licenses, permits and other governmental
approvals and authorizations required for the Property or the operation of the Property (except any licenses, permits, approvals
and authorizations required in connection with the initial construction of the Property if the Property is to be built). Manager
shall obtain and complete applications for all licenses, permits and other governmental approvals and authorizations and all required
renewals thereof and, once completed, shall submit the application and follow through on processing and issuance of the related
license, permit, approval or authorization. Owner will be responsible for paying any fee for any license, permit or other governmental
approval or authorization required for the Property. All licenses, permits and other governmental approvals and authorizations
for the Property shall be obtained in Owner’s name whenever possible. All such licenses, permits, approvals and authorizations
held in the name of Manager shall be held by it on behalf of Owner and, upon the termination or expiration of the Term of this
Agreement, Manager shall transfer or assign all such licenses, permits, approvals or authorizations to Owner or to such person
as Owner may direct.


 


2.18        Environmental
Inspections. The provisions of this Section 2.18 shall be subject to the provisions of Section 2.11. Manager
shall periodically inspect the Property, at such intervals as prudent practice dictates and in any case at least quarterly, to
identify and evaluate conditions which may present environmental risks or noncompliance with environmental laws, except that Manager
shall not be responsible under this Agreement to identify any environmental risks or toxic substances with respect to mold or other
latent environmental risks not readily apparent from a reasonable inspection. Manager shall promptly notify Owner of any violations
of environmental laws of which Manager becomes aware or any other unusual or out of the ordinary circumstances regarding hazardous
materials that require responsive action or present a potential danger to the Property or persons on or about the Property. Manager
shall reasonably cooperate with Owner, at Owner’s expense, in assessing, remediating or otherwise resolving any hazardous
material contamination discovered at the Property, whether now existing or resulting from future activities. Without Owner’s
approval, Manager shall not undertake any environmental remediation activity (except clean-up of minor spills in the ordinary course
of operations) or engage environmental professionals to conduct any environmental assessment or remediation. Unless otherwise required
by law, Manager may not, without Owner’s approval, provide any party with any reports relating to the environmental status
of the Property.


 




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2.19        Special
Maintenance Programs. Manager shall develop a preventative maintenance program for the Property and shall submit such program
(or an updated program) to Owner for its review and approval as part of each annual budgeting process. Owner may provide Manager
with asbestos, lead paint, mold or similar operation and maintenance programs when, in Owner’s judgment, circumstances make
any such program advisable. Manager shall use commercially reasonable efforts to effectuate the preventative maintenance program
for the Property as approved by Owner and all such other maintenance programs, in each case consistent with limits established
by the approved Budget.


 


ARTICLE
3


 


MANAGEMENT FEES; PAYMENTS TO MANAGER


 


3.1          Management
Fee.


 


(a)          Owner
shall pay to Manager, as compensation for its services, the Base Management Fee based upon the Gross Rental Revenue realized for
the Property. The Base Management Fee is defined as a sum equal to three percent (3.00%) of the Gross Rental Revenue of the Property
per month; provided that during the Property’s lease-up, if applicable, the Base Management Fee shall be not less than $7,500
per month. For the purposes of this Section 3.1, the “lease-up” shall be the period beginning on the Commencement
Date and ending with the last day of the month in which the Property first achieves ninety-three percent (93%) occupancy. The Base
Management Fee for any partial month will be prorated based on the number of days during the month that are within the Term. Owner
shall pay Manager the Base Management Fee for each month promptly following Manager’s completion and delivery to Owner of
the reconciliation of the actual Gross Rental Revenue for the applicable month. Upon notice, Owner shall be responsible for the
timely remittance of any tax (other than any income tax charged to Manager) which may be due and owing by Owner with respect to
(a) fees or sums paid to Manager in accordance with the terms of this Agreement, and (b) the operation of the Property in the applicable
jurisdiction.


 


3.2          Place
of Payment. All sums payable by Owner to Manager hereunder shall be payable to Manager at CWS Apartment Homes LLC, 9606 N.
Mopac Expressway, Suite 500, Austin, Texas 78759, unless Manager shall, from time to time, specify a different address or method
in writing.


 




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3.3          Reimbursement
of Expenses. Owner shall be liable for the costs and expenses of maintaining and operating the Property, and except as otherwise
specifically provided in this Agreement, Owner shall pay, or shall reimburse Manager for, all costs and expenses incurred by Manager
in connection with the maintenance or operation of the Property in accordance with the Budgets or the performance by Manager of
its duties under this Agreement. Reimbursable expenses shall also include, without limitation (a) costs of on-site telephone systems,
stationery and office supplies, on-site telephone expenses (both base charges and long-distance charges), on-site photocopying
costs, and postage charges, (b) any expenses for which Owner is expressly obligated to reimburse Manager under this Agreement,
(c) any expenses which Manager incurs at the express direction of Owner or pursuant to the express provisions of the Agreement,
(d) any expenses incurred by Manager in connection with an Emergency, (e) all expenses incurred by Manager in the performance of
its duties under this Agreement and authorized by any Budget, including, without limitation, utility expenses, supplies, materials,
payroll for on-site employees and other employees (provided, however, the costs and expenses of such other employees
shall be allocated to the Property on an equitable basis as outlined in the Budget or as may otherwise be approved by Owner, which
approval shall not be unreasonably withheld, conditioned or delayed), reasonable and necessary legal fees and disbursements and
any reasonable work to put a unit in rentable condition, (f) the cost of all insurance required to be maintained by Manager under
this Agreement as well as any associated deductibles, except as provided in Section 4.6(b) and Article 8 and (g)
all expenses incurred by Manager for costs which are the obligation of Owner under this Agreement. Owner shall pay Manager the
full amount of any Start Up Costs for which Manager may be out of pocket and which have been approved in advance by Owner. Owner
shall be liable for any fees incurred on behalf of the Property pursuant to Exhibit A. Purchases of, or contracts for, materials
or services may be made in bulk by Manager in connection with its operation of multifamily properties generally, and Owner agrees
that the pro rata portion of the net costs of such materials or service used in connection with, or for the benefit of, the Property
shall be allowed as a reimbursable cost hereunder, as outlined in the Budget or as may otherwise be approved by Owner, which approval
shall not be unreasonably withheld, conditioned or delayed. Manager shall provide, at Owner’s expense, and utilize property
management software for the Property as described in Exhibit A. Manager shall not be obligated to make any advance to or
for the account of Owner or to pay any sums except out of funds in the Depository Account, and Owner shall be liable for all expenses
of maintaining and operating the Property to the extent that such expenses exceed receipts from the Property available in the Depository
Account. Manager will be excused from performance of its responsibilities under this Agreement to the extent that funds are not
available in the Depository Account to pay related expenses (other than expenses for which Manager is not entitled to reimbursement
under the terms of this Agreement) and Owner does not provide funds within five (5) business days after receipt of a written request
for the applicable funds from Manager.


 


3.4          Non-Reimbursable
Expenses. Unless outlined in the Budget or otherwise approved by Owner in writing on a case-by-case basis, the following expenditures
incurred by or on behalf of Manager shall be at the sole cost and expense of Manager and shall not be reimbursed by Owner:


 


(a)          costs
specified in this Agreement to be borne by Manager;


 


(b)          costs
of travel, salary and wages, payroll taxes, insurance, worker’s compensation and benefits of Manager’s off-site personnel,
unless otherwise provided in an approved Budget to be allocable to the Property (and then only for a pro rata share of such costs
based on time spent on matters identified to the Property or on another basis as provided in the approved Budget);


 


(c)          costs
of accounting, record keeping and reporting which are within the scope of Manager’s responsibility to Owner, unless otherwise
provided in an approved Budget to be allocable to the Property;


 




    	 	16	 



     


    

 


(d)          costs
of forms, papers, ledgers and other supplies and equipment used in Manager’s office at any location off the Property;


 


(e)          costs
of computers or other data processing equipment, or any pro rata charge thereon, except the cost of computer hardware, software
and associated support and maintenance purchased for the on-site Property management office to the extent provided for in the approved
Budget;


 


(f)           costs
of data processing, or any pro rata charge thereof, including charges for services of any third-party data processing companies;
provided, however, reimbursable expenses shall include the Property’s pro-rata share of administrative, accounting,
training and other centralized services provided for the benefit of the Property to the extent set forth in the approved Budget.


 


(g)          political
or charitable contributions;


 


(h)          advances
made to employees (unless for otherwise reimbursable costs) and costs of travel by Manager’s employees or agents to and from
the Property, unless otherwise provided in an approved Budget;


 


(i)           costs
attributable to losses arising from the gross negligence, fraud or willful misconduct on the part of Manager or Property Employees,
except as provided in Section 2.12;


 


(j)           costs
of insurance required by Section 4.6(a) of this Agreement, unless otherwise provided in an approved Budget, except that
the cost of fidelity bonds will not be a reimbursable expense;


 


(k)          employment
fees, including recruitment and advertisements, unless otherwise provided in an approved Budget or specifically approved by Owner
in writing on a case-by-case basis;


 


(l)           penalties,
interest and late fees when the cause thereof is related to Manager’s gross negligence, fraud or willful misconduct;


 


(m)         all
overhead and general expenses for Manager’s regional, corporate or other operations not specific to the Property, unless
otherwise provided in an approved Budget to be allocable to the Property; and


 


(n)          all
employee parties, events, travel and recognition, except for $25 per on site employee two times per year in order for said employees
to attend Manager’s awards banquet in January of each year, Manager’s summer awards event, Manager’s national
meeting, Manager’s “You Earned It” program and other similar programs during the Term of this Agreement,
and except as otherwise provided in an approved Budget.


 


3.5          Payment
Obligations Survive Termination. Upon any termination of this Agreement, regardless of the cause, Owner shall continue to be
obligated to pay Manager all amounts due with respect to the period prior to such termination (including all expenses that are
reimbursable in accordance with the terms of this Agreement and the Base Management Fee for the period ending on the date of termination).


 




    	 	17	 



     


    

 


3.6          Affiliates.
Without Owner’s prior approval, Manager shall not enter into any contract for services or supplies for the management, maintenance
and operation of the Property with Manager or any affiliate of Manager or otherwise procure services or supplies for the management,
maintenance and operation of the Property from Manager or any affiliate of Manager, to the extent that the costs of such services
or supplies exceed competitive costs for such services rendered by persons or entities of similar skill, competence and experience,
other than Manager’s affiliates as demonstrated by two (2) bids obtained from independent third parties. Notwithstanding
the foregoing, Manager shall have the right to enter into a corporate housing agreement with an affiliate of Manager on terms and
conditions approved by Owner.


 


3.7          Assistance
with Sale or Financing by Owner. Manager shall, at no material out-of-pocket cost or liability to Manager, reasonably cooperate
with and provide transaction support to Owner in connection with any sale or financing of the Property. Without limiting the foregoing
Manager shall, at the request of Owner, conduct a unit-by-unit inspection of the Property and complete a lease, key and work order
audit prior to a contemplated sale or financing of the Property. Manager shall also ensure that all on-site Property files are
organized and up to date and available for review by potential buyers or lenders. If requested by Owner, Manager shall be the contact
for collecting and distributing due diligence materials related to the Property or its operation. Manager also shall ensure that
on-site representatives are available at the Property to provide tours to sales agents, prospective buyers and lenders, or other
persons designated by Owner; to coordinate activities of inspectors who are inspecting any aspect of the Property and to provide
such inspectors with access to the Property (subject to any limitations that Owner may set); and coordinate production, review
and copying of on-site records. Manager shall prepare Property income and expense proration data in such format as Owner may reasonably
require and shall reasonably cooperate with Owner to verify any post-closing adjustments to income and expenses prorations. Manager’s
participation in any sale or financing shall not give rise to a claim by Manager for a commission or other compensation in addition
to that otherwise provided for in this Agreement. In connection with a sale or financing of the Property, Manager shall, at no
material out-of-pocket cost or liability to Manager, from time to time upon request by Owner deliver to Owner or to the other parties
involved in the sale or refinancing written reports with respect to any and all matters for which Manager is responsible under
this Agreement, including rent rolls, delinquency reports, operating statements, lists of service contracts, warranties, inventories,
lists of any alleged violations or non-compliance with laws relating to the Property, lists of insurance claims, lists of any pending
or threatened litigation, and any other information that Manager is required to maintain under this Agreement.


 


3.8          Web
Site & Domain Name(s). Manager shall take all reasonable actions, at Owner’s expense, to establish and continuously
maintain a web site and domain name(s) for the Property. As between Owner and Manager, rights to any web site for the Property,
as well as graphics and materials posted on such web site (excluding all Intellectual Property Rights relating to the Property
Marks and the Proprietary Property), shall be the Property of Owner and, to the extent that Manager hosts or contracts for such
web site or its development, Manager shall make arrangements for such rights to inure to Owner. If Manager hosts any web site for
the Property or includes the Property in any web site of the Manager, then Manager shall, upon expiration or earlier termination
of the Term of this Agreement, make arrangements to transfer such web site and related graphics and other materials (excluding
all Intellectual Property Rights relating to the Property Marks and the Proprietary Property) to Owner or another person designated
by Owner, with appropriate releases or transfers of rights with respect to all of the same. Any third-party contract for hosting
or development of any Property web site shall be subject to Owner’s approval and, unless otherwise agreed by Owner, shall
be in the name of Owner.


 




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3.9          Intellectual
Property. All names, service marks, trademarks, trade dress, logos and similar characterizations identifying the Property or
Owner or any Owner affiliate (excluding all Intellectual Property Rights relating to the Proprietary Property) are the property
of Owner or its affiliates, and Owner or its affiliates will own any variants or derivatives of such names, service marks, trademarks,
trade dress, logos or characterizations that may be developed in the future, as well as any new names, service marks, trademarks,
trade dress, logos or characterizations developed in the future with respect to the Property. Manager will have no rights to any
of such names, service marks, trademarks, trade dress, logos or characterizations or any variants or derivatives thereof (excluding
all Intellectual Property Rights relating to the Proprietary Property), notwithstanding any use of the same by Manager in connection
with its activities with respect to the Property or any participation by Manager or its personnel in the development of any of
the same. Manager hereby assigns to Owner any rights (excluding all Intellectual Property Rights relating to the Proprietary Property)
that otherwise inure to it as a result of participation by Manager or its personnel in the development of any names, service marks,
trademarks, trade dress, logos or characterizations used with respect to the Property (including variants or derivatives of existing
names, service marks, trademarks, trade dress, logos or characterizations), and Manager will execute, and will cause its personnel
to execute, specific assignments of rights (excluding all Intellectual Property Rights relating to the Proprietary Property) with
respect to any such names, service marks, trademarks, trade dress, logos or characterizations used with respect to the Property
(including variants or derivatives of existing names, service marks, trademarks, trade dress, logos or characterizations) as requested
by Owner.


 


3.10        Ownership
of Proprietary Property. Manager retains ownership of and reserves all Intellectual Property Rights relating to the Proprietary
Property. To the extent that Owner has or obtains any claim to any right, title or interest in the Proprietary Property, including,
without limitation, in any suggestions, enhancements or contributions that Owner may provide regarding the Proprietary Property,
Owner hereby assigns and transfers exclusively to Manager all right, title and interest, including, without limitation, all Intellectual
Property Rights, free and clear of any liens, encumbrances or licenses in favor of Owner or any other party, in and to the Proprietary
Property. In addition, Owner will perform, at no material out-of-pocket cost to Owner, any acts that may be deemed reasonably desirable
by Manager to evidence more fully the transfer of ownership of right, title and interest in the Proprietary Property to Manager,
including but not limited to the execution of any instruments or documents now or hereafter requested by Manager to perfect, defend
or confirm the assignment described herein, in a form reasonably determined by Manager. Without limiting the generality of the
foregoing, Owner acknowledges and agrees that the name “CWS”, “Marquis”, “Marq”
and “M at ” and any logo, service mark, trade name, trademark, trade dress, logo, characterization or name utilizing
“CWS”, “Marquis”, “Marq” and “M at  ” and/or the stylized
“M”, and all domain names, websites, social media accounts and all user names and password account information
necessary for accessing and controlling said websites and social medic accounts (collectively, the “Property Marks”)
constitute Proprietary Property. Notwithstanding the foregoing, subject to entering into a license agreement with Manager (the
“License Agreement”), Owner may use certain of the Property Marks (excluding the name “CWS”
and all related Intellectual Property Rights) so long as Manager is the property manager of the Property and this Agreement remains
in full force and effect.


 




    	 	19	 



     


    

 


ARTICLE
4


 


PROCEDURE FOR HANDLING RECEIPTS AND OPERATING
CAPITAL


 


4.1          Bank
Deposits. Owner hereby expressly authorizes Manager to open and operate the Depository Account, and Owner shall promptly deliver
to Manager any documentation reasonably requested by the depository institution which is necessary to establish the Depository
Account. All monies received by Manager for, or on behalf of, Owner shall be deposited by Manager in the Depository Account. All
monies of Owner held by Manager pursuant to the terms of this Agreement shall be held by Manager in trust for the benefit of Owner
to be disbursed as provided in this Agreement and/or a Budget. Such funds shall not be commingled with the funds of any other person
or entity, including Manager, its employees or affiliates. Owner and Manager agree that Manager shall have no liability for loss
of funds of Owner contained in the Depository Account due to insolvency of the bank or financial institution in which its accounts
are kept, whether or not the amounts in such accounts exceed the maximum amount of federal or other deposit insurance applicable
with respect to the financial institution in question.


 


4.2          Security
Deposit Account. Owner hereby expressly authorizes Manager to open and operate the Security Deposit Account, and Owner shall
promptly deliver to Manager any documentation reasonably requested by the depository institution which is necessary to establish
the Security Deposit Account. Manager shall comply with all applicable laws with respect to security deposits received from tenants
in respect of the Property. All security deposit funds held by Manager shall at all times be the property of Owner, subject to
all applicable laws with respect thereto. Owner and Manager agree that Manager shall have no liability for loss of funds of Owner
contained in the Security Deposit Account due to insolvency of the bank or financial institution in which its accounts are kept,
whether or not the amounts in such accounts exceed the maximum amount of federal or other deposit insurance applicable with respect
to the financial institution in question.


 


4.3          Intentionally
Omitted.


 


4.4          Disbursement
of Funds. Manager shall disburse funds in the Depository Account on behalf of Owner for payment of Property expenses incurred
by Manager in the performance of its duties hereunder, and other Property expenses identified to Manager by Owner. Owner specifically
authorizes Manager to expend funds in the Depository Account as contemplated by other provisions of this Agreement, including Article
3. Manager is expressly authorized to pay or to reimburse Manager for all fees (including the Base Management Fee) and expenses
and for all other sums due Manager under this Agreement from funds in the Depository Account. Should funds in the Depository Account
be insufficient to satisfy the debts and obligations of the Property, such debts and obligations shall be paid in the following
order: Property payroll, including all payroll related taxes and expenses; Base Management Fee and other management expenses and
reimbursements permitted hereunder; underlying mortgage obligations; and other required operating expenses and associated payments;
provided, however, that in the event the Loan Documents conflict with the terms of Section 4.5 or this Section
4.4, then the terms of the Loan Documents shall prevail so long as Manager has received actual notice of such provisions.


 




    	 	20	 



     


    

 


4.5          Disbursements
to Owner. Manager shall, at Owner’s written request, on the twenty-first (21st) day of each month, pay Owner an amount
equal to Gross Rental Revenue for such month, less (i) reasonable reserves and (ii) amounts paid in accordance with this Agreement,
including, without limitation, the fees owed to Manager pursuant to Article 3 of this Agreement.


 


4.6          General
Provisions.


 


(a)          Persons
designated by Owner from time to time – at least one of whom shall be an employee of Manager, shall be authorized signatories
on all bank accounts established by Manager hereunder and shall have authority to make disbursements from such accounts, and to
the extent necessary, Owner shall make arrangements with the related depository institution to authorize such action by those persons.
All persons designated by Manager as authorized signatories or who otherwise handle funds for the Property shall be covered by
commercial crime insurance maintained by Manager with coverage in the minimum amount of $1,000,000 employee dishonesty, $1,000,000
forgery or alteration, $1,000,000 computer fraud, $1,000,000 wire funds transfer fraud, $1,000,000 money and securities on and
off premises. Coverage shall include: (i) third party coverage, (ii) no limitation or exclusion related to acts of collusion, (iii)
theft of Owner’s property by Manager’s owners, directors and officers, and (iv) the definition of employee shall include
leased employees if the Manager utilizes the services of an employee leasing firm.


 


(b)          Any
expense relating to the insurance identified in Section 4.6(a) shall be borne by Manager, unless otherwise provided in an
approved Budget.


 


(c)          Except
in the event and to the extent of any theft, fraud, negligence or misconduct by Manager or its employees, Manager shall have no
liability to Owner or any third party for loss of funds (including in instances of theft or fraud by third parties), even if the
amount of funds maintained exceeds the available federal or other deposit insurance, and Owner hereby assumes all risk of loss
with respect to funds except as otherwise specified herein. Owner shall participate, at Owner’s expense, in any fraud detection
and prevention program offered by the depository institution at which the Depository Account and the Security Deposit Account are
established.


 


(d)          Manager
shall not be responsible for preparing or filing tax returns or related filings for Owner or otherwise with respect to the Property,
all of which shall be the responsibility of Owner; provided, however, that Manager will reasonably cooperate with
Owner in gathering data for such filings in accordance with Manager’s duties set forth in this Agreement.


 




    	 	21	 



     


    

 


ARTICLE
5


 


ACCOUNTING


 


5.1          Books
and Records. Manager shall keep, or shall supervise and direct the keeping of, a comprehensive system of office records, books
and accounts pertaining to the Property. Such accounts shall be maintained using accrual method of accounting in accordance with
generally accepted accounting principles (GAAP); provided that Owner may instruct Manager in writing to utilize an accounting method
other than GAAP. Such records shall be subject to examination at the office where they are maintained by Manager or its authorized
agents, attorneys and accountants at reasonable hours on reasonable advance notice. Manager shall preserve all invoices for a period
of four years (or such other period as may be required by applicable law) or until this Agreement terminates and such items are
delivered to Owner at Owner’s request and expense. Manager shall comply with the Capitalization and Expense Policy of the
Owner which has been provided. In addition to the foregoing reporting and physical inspections, Manager shall provide Owner with
READ ONLY access to all applicable software programs that Manager uses or maintains with respect to the Property.


 


5.2          Periodic
Statements.


 


(a)          Within
eight (8) business days following each monthly Property Close Date (or within such other time-frame as may be provided in Exhibit
B), Manager shall electronically deliver, or cause to be electronically delivered, to Owner the reports identified on Exhibit
B.


 


(b)          Within
eight (8) business days after each Property Close Date (or within such other time-frame as may be provided in Exhibit B),
Manager shall cause to be furnished to Owner such information as reasonably requested in writing by Owner as is necessary for any
reporting requirements of Owner or any direct or indirect members of Owner or for any reporting requirements of any REIT Member
(as defined in Exhibit B) to determine its qualification as a real estate investment trust and its compliance with any REIT
Requirements (as defined in Exhibit B) as shall be reasonably requested by Owner or such members. Further, Manager shall
cooperate in a reasonable manner at the request of Owner and any direct or indirect member of Owner to work in good faith with
any designated accountants or auditors of such party or its affiliates so that such party or its affiliate is able to comply with
its public reporting, attestation, certification and other requirements under the Securities Exchange Act of 1934, as amended,
applicable to such entity, and to work in good faith with the designated accountants or auditors of such party or any of its affiliates
in connection therewith, including for purposes of testing internal controls and procedures of such party or its affiliates.


 


(c)          Within
eight (8) business days after the final Property Close Date of each Fiscal Year (or within such other time-frame as may be provided
in Exhibit B), Manager shall deliver, or cause to be delivered, to Owner an income and expense statement showing results
of operation of the Property for the Fiscal Year. If requested by Owner, Manager will reasonably cooperate with Owner in an audit
of such Fiscal Year financial statement by an independent certified public accountant selected and paid for by Owner.


 




    	 	22	 



     


    

 


(d)          Owner
may request, and Manager shall provide within a commercially reasonable period (not to exceed three (3) business days) after such
request, such additional leasing and management reports that relate to the operations of the Property as are customary for other
similar properties.


 


(e)          Owner
may request, and Manager shall provide within a commercially reasonable period after such request, assistance with draw requests,
ad hoc reports and special accounting projects. Manager shall also prepare and provide to Owner such reports and information as
reasonably required by Owner to prepare the reports and tax returns required under (i) its organizational documents and (ii) the
Loan Documents.


 


(f)           In
the event that Owner or Owner’s mortgagee(s) requires an audit of the Property financial information, Manager shall reasonably
cooperate with the auditors in a timely manner to complete the audit engagement. Manager shall cooperate in a reasonable manner
at the request of Owner or any indirect owner of Owner and shall work in good faith with its designated representatives, accountants
or auditors to enable compliance with its public reporting, attestation, certification and other requirements under applicable
securities laws and regulations, including for testing internal controls and procedures.


 


5.3          Expenses.
All costs and expenses incurred in connection with the preparation of any statements, Budgets, schedules, computations and other
reports required under this Agreement shall be the responsibility of Manager, except as otherwise specified in this Agreement or
on Exhibit A.


 


ARTICLE
6


 


GENERAL COVENANTS OF OWNER AND MANAGER


 


6.1          Owner’s
Right of Inspection and Review. Owner and its accountants, attorneys and agents shall have the right to enter upon any part
of the Property at any reasonable time during the Term of this Agreement for the purpose of examining or inspecting the Property,
but any inspection shall be done with as little disruption to the business of the Property as possible and subject to the terms
of any tenant leases and the rights of tenants to limit or prohibit access to space in their possession.


 


6.2          Indemnifications.


 


(a)          Owner
shall indemnify and hold harmless Manager, each person who holds a direct or indirect ownership interest in Manager, and the respective
officers, directors, shareholders, agents, employees, parents, subsidiaries and affiliates of such party and such owners (collectively,
“Manager Indemnitees”), and defend Manager Indemnitees with counsel reasonably satisfactory to Manager, against
any and all liabilities, claims, causes of action, losses, demands, judgments, settlements and costs and expenses (including reasonable
attorneys’ fees and court costs) (“Claims”) arising out of or in connection with (a) the ownership, maintenance
or operation of the Property (including claims made by vendors or suppliers to the Property), or the performance by Manager of
its responsibilities under this Agreement or acting under the express or implied directions of Owner, or Manager’s status
as the property manager for the Property, (b) Owner’s violation of any applicable federal, state or local law or regulation,
(c) any errors, prior actions or inactions taken by Owner and/or Owner’s agents prior to the Effective Date of this Agreement,
(d) to the extent that Owner hires a security provider in accordance with Section 2.10, matters asserted against Manager
due to acts or omissions of any such security company or as to any claimed inadequacy of any security services provided, (e) any
debts, liabilities or payments for which Manager is exculpated pursuant to Section 2.12 of this Agreement, and (f) breach
by Owner of this Agreement. The foregoing notwithstanding, this indemnity shall not apply to any matters for which Manager is responsible
under an indemnity specifically undertaken by Manager in this Agreement.


 




    	 	23	 



     


    

 


(b)          Owner
further agrees to defend, indemnify, and hold harmless the Manager Indemnitees against and from any and all actions, administrative
proceedings, causes of action, charges, claims, commissions, costs, damages, decrees, demands, duties, expenses, fees, fines, judgments,
liabilities, losses, obligations, orders, penalties, recourses, remedies, responsibilities, rights, suits, and undertakings of
every nature and kind whatsoever, including, but not limited to, attorneys’ fees and litigation expenses, from the presence
of Hazardous Substances (as defined below) on, under or about the Property. Without limiting the generality of the foregoing, the
indemnification provided by this paragraph shall specifically cover costs incurred in connection with any investigation of site
conditions or any remediation, removal or restoration work required by any federal, state or local governmental agency because
of the presence of Hazardous Substances in, on, under or about the Property, except to the extent that the Hazardous Substances
are present as a result of the gross negligence, criminal activity, or willful misconduct of Manager or its employees, including
the Property Employees. For purposes of this section, “Hazardous Substances” shall mean all substances defined
as hazardous materials, hazardous wastes, hazardous substances, or extremely hazardous waste under any federal, state or local
law or regulation.


 


(c)          Manager
shall indemnify and hold harmless Owner, each person or entity that holds a direct or indirect ownership interest in Owner, and
the respective officers, directors, shareholders, agents, employees, parents, subsidiaries and affiliates of such party and such
owners (collectively, “Owner Indemnitees”), and defend Owner Indemnitees with counsel reasonably satisfactory
to Owner, against any and all Claims to the extent arising out of (i) Manager’s gross negligence (as opposed to mere negligence),
willful misconduct, intentional wrongdoing, or criminal actions, (ii) breach by Manager of this Agreement, including, without limitation,
any failure to comply with the provisions of any Loan Document which are the express responsibility of Manager pursuant to the
terms of this Agreement and to which Manager has received actual notice, (iii) violations of employment-related laws by Manager
with respect to any Property Employee, (iv) the types of claims typically covered under Manager’s Employment Practices Liability
Insurance or Errors and Omissions Liability insurance, or (v) Hazardous Substances caused by Manager or its employees, including
the Property Employees. As a matter of expansion and not limitation, any breach of this Agreement shall be deemed material to the
extent that Owner has provided Manager with written notice thereof, and Manager has failed to cure the same within the time period
prescribed in Section 7.1 of this Agreement.


 




    	 	24	 



     


    

 


(d)          Owner’s
obligations under Sections 6.2(a) and 6.2(b) and Manager’s obligations under Section 6.2(c) are excused
to the extent that indemnity and defense are provided to Manager and Owner, respectively, by the other party’s insurance;
provided that this Section 6.2(d) shall not absolve a party from responsibility for defense for Claims that are within the
scope of its indemnity obligations if an insurer (i) does not provide the defense in a manner reasonably satisfactory to the indemnitee
or (ii) does not actually pay the Claim.


 


(e)          A
party seeking indemnification under this Section 6.2 shall give the party from whom it seeks indemnification prompt written
notice of a Claim, shall permit the other party to conduct the defense and settlement of the Claim as long as the indemnifying
party confirms without reservation that the Claim is within the indemnifying party’s indemnification obligations, and shall
provide, at the indemnifying party’s sole expense, reasonable cooperation in the defense of the Claim; provided that the
indemnified party shall have the right to participate in the defense of the Claim with counsel of its own choosing and at its own
expense. An indemnitor may not settle any Claim against the indemnitee on terms that (i) provide for a criminal sanction or fine
against the indemnified party, (ii) admit to criminal liability on the part of the indemnified party, or (iii) provide for injunctive
relief against the indemnified party.


 


(f)           All
Owner Indemnitee and Manager Indemnitee parties are third-party beneficiaries of this Agreement to the extent (but solely to the
extent) of their indemnity, defense and similar rights under the related provision and may enforce that provision against Owner
or Manager, as applicable.


 


(g)          The
indemnity obligations of the parties in this Agreement shall survive expiration or earlier termination of the Term of this Agreement
with respect to matters occurring prior to the expiration or earlier termination of the Term.


 


ARTICLE
7


 


DEFAULT; TERMINATION RIGHTS; END OF TERM


 


7.1          Default
by Manager. Manager shall be deemed to be in default under this Agreement if Manager commits a breach of any term or condition
of this Agreement and fails to cure such default within thirty (30) days after written notice thereof by Owner to Manager or, if
such default cannot be cured within thirty (30) days, then within such additional period as shall be reasonably necessary to effect
a cure so long as Manager commences efforts to cure within the original thirty (30) day period, thereafter diligently pursues the
cure.


 


7.2          Remedies
of Owner. Upon the occurrence of an event of default by Manager as specified in Section 7.1 of this Agreement, Owner
shall have the right to terminate this Agreement after any applicable notice and cure period. Notwithstanding the foregoing, Owner
may terminate this Agreement immediately upon written notice to Manager if (a) Manager commences a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency, reorganization
or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of its or any substantial part of its property, or consents to any such relief or to the appointment of or taking
possession by any such official in the benefit of creditors, or fails generally to pay its debts as they become due, or takes any
organizational action to authorize any of the foregoing; (b) Manager assigns this Agreement or delegate its duties under this Agreement
without the consent of Owner; or (c) Manager dissolves or otherwise terminates by merger, consolidation or otherwise without the
consent of Owner. Early termination shall not affect Owner’s right to recover from Manager damages that Owner has suffered
due to Manager’s default.


 




    	 	25	 



     


    

 


7.3          Default
by Owner. Owner shall be deemed to be in default under this Agreement if Owner commits a material breach of any term or condition
of this Agreement and fails to cure such default within fifteen (15) days after written notice thereof by Manager to Owner or,
if such default cannot be cured within fifteen (15) days, then within such additional period as shall be reasonably necessary to
effect a cure so long as Owner commences efforts to cure within the original fifteen (15) day period and thereafter diligently
pursues the cure. Owner also shall be deemed to be in default hereunder in the event (i) Owner shall fail to pay any amount due
Manager hereunder and Owner does not cure such default within fifteen (15) days after notice thereof, or (ii) Owner shall fail
to provide funds for operation of the Property as required by Section 3.3 or Section 4.4 and Owner fails to cure
such default within the time periods set forth in those sections.


 


7.4          Remedies
of Manager. Upon the occurrence of an event of default by Owner as specified in Section 7.3 of this Agreement, Manager
shall have the right to (i) terminate this Agreement after any applicable notice and cure period and (ii) recover from Owner compensatory
damages that Manager has suffered due to Owner’s default. Manager expressly agrees that termination and compensatory monetary
damages are Manager’s sole remedies with respect to a default by Owner hereunder and Manager expressly waives and releases
any right to seek equitable relief, including specific performance or injunctive relief, and to sue for any consequential or punitive
damages.


 


7.5          Sale
of Property. If Owner sells or otherwise conveys fee simple title to the Property, Owner or Manager may terminate this Agreement
by giving prior written notice to the other party. Owner shall use commercially reasonable efforts to provide Manager prior written
notice of any such sale or conveyance.


 


7.6          Casualty.
Notwithstanding anything to the contrary in this Agreement, Owner may terminate this Agreement in the event 50% or more of the
Property is destroyed by casualty, by giving Manager at least thirty (30) days prior written notice of termination and specifying
the date of termination in said written notice. Notwithstanding anything to the contrary in this Agreement, Manager may terminate
this Agreement for any reason, including its convenience or in the event of casualty, by giving Owner at least ninety (90) days
prior written notice of termination and specifying the date of termination in said written notice.


 


7.7          End
of Term. Within thirty (30) days after the expiration or earlier termination of this Agreement, Manager shall deliver to Owner
(a) the Final Accounting with respect to the operations of the Property and (b) all books and records of Owner then in possession
or control of Manager (at Owner’s expense), and (c) any plans and specifications pertaining to the Property then in the possession
of Manager. In the case of funds, all funds (including tenant security deposits) after deducting therefrom such sums as are then
due and owing to Manager hereunder, (if any), shall be turned over to Owner within ten (10) days after the expiration or earlier
termination of this Agreement. Manager will reasonably cooperate in the transition of financial and accounting information to the
Property’s new management company. Immediately upon the effective termination of this Agreement, Manager shall turn over
all keys or combinations to any locks on the Property in the possession of Manager. In the event any action or inaction by Owner
delays Manager’s delivery of said items, Manager shall have one additional day to deliver said items for each day of delay
caused by Owner. Manager shall have the right to retain and remove from the Property all of its operational manuals, business records
(which are not records of the Property) and any equipment owned by Manager.


 




    	 	26	 



     


    

 


7.8          Authority
Ceases on Termination. Upon termination of this Agreement for any reason, Manager’s authority under this Agreement shall
immediately cease and Manager shall have no further right to act for Owner or to draw funds from the Depository Account except
to the extent permitted in Section 7.7 above.


 


7.9          Credit
Support. Notwithstanding anything to the contrary contained in this Agreement, it shall be a condition to any termination of
this Agreement that Owner cause Manager and all of its affiliates (“Guarantor”) to be released from any and all Credit
Support provided by Guarantor in connection with a Loan (subject to the Guarantor not being released for environmental liability
arising prior to such date under an environmental indemnity, and such other matters customarily not released in connection with
Fannie Mae loan assumptions), or, if despite the use of Owner’s commercial reasonable efforts, Owner is unable to secure
Guarantor's release, cause a creditworthy entity reasonably acceptable to Manager to provide an indemnity in form and substance
reasonably satisfactory to Manager indemnifying Guarantor for matters arising prospectively from and after the termination date,
consistent with the operating agreement of Owner’s sole owner, BR CWS 2017 Portfolio JV, LLC. In addition, any such termination
shall be subject to the terms of the Loan Documents.


 


7.10        Special
Termination Right. In the event that an Operating Performance Variance (as defined below) occurs, Owner shall have the right,
as its sole and exclusive remedy, to terminate this Agreement on the terms and conditions hereinafter set forth. If an Operating
Performance Variance has occurred and Owner desires to terminate this Agreement, then Owner must, no later than thirty (30) days
after the occurrence of such Operating Performance Variance, deliver written notice thereof to Manager (the “Owner Notice”).
Notwithstanding anything to the contrary contained herein, Owner shall not have the right to provide an Owner Notice if the existence
of such variance is due to force majeure events such as weather or natural disasters, governmental action or inaction, riots, acts
of war or terrorism, “acts of God”, civil commotion, insurrection, sabotage or casualty, in each case outside of the
reasonable control of Manager. If Owner provides an Owner Notice, then no later than ten (10) business days after Owner’s
delivery of the Owner Notice, Manager shall deliver to Owner an “action plan” of measures that it proposes to undertake
in an effort to cause the Property’s operations to no longer have an Operating Performance Variance. Owner shall have a period
of five (5) business days after receipt of the action plan to approve the action plan, which approval shall not be unreasonably
withheld, conditioned or delayed. If Owner timely approves or fails to timely respond to such action plan, then such action plan
shall be deemed to have been adopted and shall be deemed to be a part of the Baseline Budget. If for any reason Manager and Owner
are unable to agree on such action plan within such five (5) business day period, then Manager shall, at its election, be entitled
to unilaterally establish the action plan and such action plan shall be deemed to be a part of the Baseline Budget. Once an action
plan has been approved or established as provided above, Manager shall use its commercially reasonable efforts to implement such
action plan within three (3) months of Owner’s approval (or Manager’s establishment) of such action plan. If Manager
is unable to restore the Property’s performance to eliminate the Operating Performance Variance by the end of such three
(3) month period, then, no later than thirty (30) days after the expiration of such three (3) month period, Owner shall have the
right, as its sole and exclusive remedy, to terminate this Agreement by providing written notice of such termination to Manager.


 




    	 	27	 



     


    

 


For purposes of this Section 7.10,
the following definitions shall apply:


 


“Operating Performance
Variance” shall mean that the actual Net Operating Proceeds (as defined below) is (i) less than 92%, during the period
commencing as of the Effective Date and expiring on the second (2nd) anniversary of the date that the Property is initially acquired
by Owner, or (ii) thereafter, less than 94% of the Net Operating Proceeds called for under the Baseline Budget, as adjusted for
variances approved by Owner in writing, for a period of six (6) full consecutive calendar months, except that for purposes of
determining whether the Property’s operations no longer have an Operating Performance Variance following the implementation
of an action plan, the foregoing measurement period shall instead be monthly during the three (3) month period during which the
action plan was implemented.


 


“Net
Operating Proceeds” means the Gross Rental Revenues realized from the Property, less the following expenses with respect
to the Property:


 


(i)           payroll
and benefits of on-site staff;


 


(ii)          marketing
and advertising;


 


(iii)         turn
over costs;


 


(iv)         repairs
and maintenance;


 


(v)          professional
and contract service expense;


 


(vi)         general
and administrative; and


 


(vii)        Base
Management Fee;


 


provided,
however, for purposes of clarification, in no event shall the foregoing expenses include any Uncontrollable Expenses or capital
expenditures.


 


“Baseline
Budget” shall mean (i) the current Budget if such Budget was mutually approved by Owner and Manager, (ii) at Manager’s
option, either the current Budget unilaterally imposed by Owner or the most recent Budget that was mutually approved by Owner and
Manager, adjusted, as necessary, for (y) any actual changes in Uncontrollable Expenses, and (z) for increases in rental revenue
and Controllable Expenses, based on changes in the Consumer Price Index All Urban Consumers for the area in which the Property
is located, if the current Budget was unilaterally established by Owner, or (iii) to the extent that any six (6) month measurement
period hereunder occurs during a period where an updated Budget is due, and a new Budget has not yet been approved or established
in accordance with Section 2.3(a) hereof, the existing Baseline Budget, adjusted, as necessary, for the circumstances described
in clauses (y) and (z) above.


 




    	 	28	 



     


    

 


ARTICLE
8


 


INSURANCE


 


8.1           Owner’s
Insurance. Subject to Owner making the necessary funds available and such insurance being available on commercially reasonable
terms, Manager shall use commercially reasonable efforts to obtain and maintain the following insurance (the specifications for
which may be changed from time to time by Owner) necessary to protect the interest of Owner as it relates to the Property, at Owner’s
sole cost and expense, from authorized insurance companies with an AM Best rating of A VIII or higher.


 


(a)          Property
Insurance. Manager will obtain and keep in force such property insurance for the Property as Owner deems appropriate.


 


(b)          Owner’s
Liability Insurance. Manager will obtain and keep in force for the benefit of Owner commercial general liability insurance
coverage with limits of at least $2,000,000 per occurrence (the “Owner’s Liability Insurance”) and umbrella/excess
liability coverage with limits of at least $25,000,000 per occurrence. Owner’s liability insurance shall include coverage
for losses arising from ownership, management and operation of the Property. Owner shall be the insured on any such policy, with
Manager named as an additional insured at no expense to Manager. Owner’s coverage will be primary with respect to claims
not excluded and as otherwise set forth herein.


 


8.2           Manager’s
Insurance. Manager shall use commercially reasonable efforts to obtain and maintain the following insurance (the specifications
for which may be changed from time to time by Owner) necessary to protect the interest of Owner as it relates to Manager’s
operations hereunder, at Owner’s sole cost and expense as and to the extent set forth in the Budget, from authorized insurance
companies approved by Owner rated by Best’s Rating at A IX or higher. Manager will require the applicable policies to name
as additional insureds Owner and such other parties in interest (including Owner’s lenders and equity investors) as Owner
identifies to Manager. Manager shall not carry insurance participating or concurrent in form of loss with any policies required
by this Agreement without Owner’s approval.


 


(a)          Workers’
compensation insurance with coverage at least equal to statutory limits of the state where the Property is located or, if none,
$1,000,000 per accident.


 


(b)          Employers’
liability insurance with limits of $1,000,000 each accident, $1,000,000 disease - policy limit and $1,000,000 disease - each employee,
or such higher limit imposed in accordance with any requirements of the laws of the state where the Property is located.


 




    	 	29	 



     


    

 


(c)          Commercial
crime insurance covering dishonesty of employees, loss of money and securities on the Property, being transported by messenger
or outside of the Property due to dishonesty, disappearance or destruction, acceptance of counterfeit currency and depositor/check
forgery, third party or client coverage. The limits of such insurance should be at least $1,000,000 or three months anticipated
rental collections from the Property, whichever is greater.


 


(d)          Commercial
general liability insurance (including contractual liability coverage) with limits of not less than $2,000,000 per occurrence (the
“Manager’s Liability Insurance”).


 


		1.	Coverage on an occurrence form.



 


		2.	Contractual liability coverage covering the indemnification
section of this agreement.



 


		3.	“Additional Insured – Owners, Lessees or
Contractors – (FORM B), CG 20 10 11 85” or its equivalent providing coverage for both ongoing and completed operations
and naming Owner as an additional insured.



 


		4.	Manager’s policy shall not include a Limitation of
Coverage Real Estate Operations (CG 22 60 07 98) endorsement, Real Estate Property Managed Endorsement (CG 22 70 11 85) or similar
endorsements excluding or limiting coverage for bodily injury, property damage or personal and advertising injury.



 


		5.	Manager shall continue to name Owner as an additional insured
for a period of three years following the termination of the Agreement. Manager shall provide Owner with an original certificate
of insurance not less than fifteen days prior to each renewal date during this three-year period.



 


		6.	If the Manager utilizes the services of an employee leasing
company, then its general liability policy must include ISO endorsement CG 04 24 10 93 Coverage for Injury to Leased Workers.



 


		7.	The pollution exclusion must be modified to include coverage
for pollution claims related to a hostile fire as well as pollutants that are released from the building’s heating equipment
or equipment used to heat water.



 


		8.	A separation of insured clause.



 


(e)          Business
auto liability insurance, including hired and non-owned auto coverage, with a combined single limit of at least $1,000,000 per
occurrence.


 


(f)           Umbrella
insurance with a limit of not less than $25,000,000.


 




    	 	30	 



     


    

 


(g)          Professional
liability errors and omissions insurance with limits of not less than $2,000,000.


 


(h)          Employment
Practices Liability insurance with limits of $1,000,000 per occurrence/aggregate, including third party coverage for sexual harassment,
discrimination and other coverable employment-related torts.


 


8.3          Evidence
of Coverage. Manager will provide Owner with certificates of insurance which show that required coverages are in place and
that the parties identified in accordance with this Agreement are named as additional insureds. Each certificate of insurance shall
confirm an endorsement to the related policy to the effect that the insureds will be given at least 30 days (or 10 days in the
event of a failure to pay premiums) prior written notice of cancellation or any material change in the policy.


 


8.4          Renter’s
Insurance. If at the direction of the Owner, Manager implements a renter’s insurance program at the Property whether
it is a limited liability, or limited liability and personal contents coverage policy, any such policy held by the resident shall
not remove, replace, reduce, or in any way modify the parties’ indemnification obligations herein or the requirements of
Owner or Manager to provide insurance and indemnification in accordance with Sections 6 and 8. Manager agrees to
use commercially reasonable efforts to insure compliance on the part of Property residents. Manager assumes no responsibility,
liability or reduction in payment of the Base Management Fee as a result of any expense incurred by Owner, including but not limited
to payment by Owner of any insurance deductible amount, caused by the failure of a resident to have renter’s insurance in
place. This exclusion of liability on Manager’s part applies whether the resident failed to procure renter’s insurance
at the time of initial lease signing, at the time the resident’s renter’s insurance policy came up for renewal, or
at any other time.


 


8.5          Waiver
of Subrogation. Each insurance policy maintained by Owner or by Manager with respect to the Property shall contain a waiver
of subrogation clause, so that no insurers shall have any claim over or against Owner or Manager, as the case may be, by way of
subrogation or otherwise, with respect to any claims that are insured under such policy. All insurance relating to the Property
shall be only for the benefit of the party securing said insurance and all others named as insureds. Notwithstanding any contrary
provision of this Agreement, Owner and Manager hereby release each other from and waive all rights of recovery and claims under
or through subrogation or otherwise for any and all losses and damages to property to the extent caused by a peril insured or insurable
under the policies of insurance maintained under this Agreement by the waiving party and agree that no insurer shall have a right
to recover any amounts paid with respect to any claim against Owner or Manager by subrogation, assignment or otherwise.


 




    	 	31	 



     


    

 


8.6          Handling
Claims. Manager shall report within a reasonable amount of time to Owner all accidents and claims of which it is aware for
damage and injury relating to the ownership, operation, and maintenance of the Property and any damage or destruction to the Property
coming to the attention of Manager and will assist Owner in Owner’s attempts to comply with all reporting and cooperation
provisions in all applicable policies. If preparation of such report will require more than 24 hours, Manager shall give Owner
notice of the accident or claim within 24 hours, with confirmation of the expected date of delivery of the related report. Manager
is authorized to settle on Owner’s behalf any and all claims against property insurers not in excess of $5,000, which includes
authority for the execution of proof of loss, the adjustment of losses, signing of receipts, and the collection of money. If the
claim is greater than $5,000, Manager shall act only with the prior written approval of Owner. Manager shall not knowingly take
any action which may operate, or knowingly omit to take any action which if not taken may operate, to bar Owner or any Indemnified
Affiliate of Owner (hereafter defined) from obtaining any protection or payment under any policies of insurance held by either
Owner or Manager or to prejudice defense by Owner or any Indemnified Affiliate of Owner in any legal proceeding arising out of
any claim or otherwise prevent Owner or any Indemnified Affiliate of Owner from protecting its interests against any such claim.
Owner (or its insurers) shall have the exclusive right, at Owner’s option, to conduct the defense of any claim, demand, suit
or other proceeding which may result in liability or loss to Owner or any Indemnified Affiliate of Owner or for which Owner is
responsible under this Agreement or which is covered by Owner’s insurance. “Indemnified Affiliate of Owner”
means (a) each affiliate of Owner, (b) each person who holds a direct or indirect ownership interest in Owner or any such affiliate
and (c) the respective officers, directors, managers, trustees, agents, employees and affiliates of Owner or any such affiliate
of any such owner.


 


ARTICLE
9


 


MISCELLANEOUS
PROVISIONS


 


9.1          Owner
Representative. Owner shall designate one or more persons as Owner’s representative in all dealings with Manager, who
shall, until further notice, be the person executing this Agreement on behalf of Owner. The person(s) so acting as Owner’s
representative from time to time shall have full authority to bind Owner, and Manager may rely on any directive of such person(s)
without further authorization or inquiry.


 


9.2          Owner
Representations. Owner assumes all liability as to the quality and construction of the Property. Owner further represents and
warrants that, to its actual knowledge, as of the Effective Date, the Property is in compliance with all applicable federal, state
and local laws, rules, regulations, guidelines and ordinances, including but not limited to, the Americans with Disabilities Act,
the Federal Fair Housing Act, all other state and local accessibility requirements, and the applicable building code affecting
the Property.


 


9.3          Confidentiality.
In connection with the performance of its obligations hereunder, Manager acknowledges that it will have access to Confidential
Information. Manager shall treat such Confidential Information as proprietary to Owner and private, and shall preserve the confidentiality
thereof and not disclose, or permit its employees, agents or contractors to disclose, such Confidential Information, except as
may be necessary to discharge Manager’s obligations under this Agreement. Notwithstanding the foregoing, Manager shall have
the right to disclose Confidential Information if and only to the extent it has become public knowledge, but not due to the actions
of Manager, or Manager is required by court order to disclose any Confidential Information. If Manager or anyone to whom Manager
transmits Confidential Information pursuant to this Agreement becomes legally compelled to disclose any of the Confidential Information,
Manager shall provide Owner with prompt notice thereof so that Owner may seek a protective order or other appropriate remedy or
waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained
by Owner or Owner waives compliance with the provisions of this Agreement, Manager shall furnish or cause to be furnished only
that portion of the Confidential Information which Manager is required by applicable law to furnish, and will exercise commercially
reasonable efforts to obtain reliable assurances that confidential treatment is accorded the Confidential Information so furnished.
The Manager shall consult with and obtain written approval from Owner in preparing any press release, public announcement, statement
to the press, or other form of release of information to the news media or the public that is related to this Agreement or the
relationship of the parties hereto (a “Press Release”).


 




    	 	32	 



     


    

 


9.4          Non-Solicitation.
During the term of this Agreement, Owner shall not solicit any employee of Manager for employment.


 


9.5          Notice.
Any notice or communication hereunder must be in writing and will be deemed to be delivered, whether or not received, (i) when
delivered by receipted delivery by an independent, reputable courier service, (ii) three (3) business days after being deposited
with the United States Postal Service, postage prepaid, certified or registered mail, with return receipt requested, addressed
to the parties as listed on the signature page to this Agreement (or at such other address as the applicable party shall have specified
by notice given in accordance with this provision), or (iii) when delivered by confirmed facsimile to the number listed on the
signature page to this Agreement.


 


9.6          Severability.
If any term, covenant or condition of this Agreement or the application thereof to any person or circumstance shall, to any extent,
be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant or condition to a person
or circumstance other than those as to which it is held invalid or unenforceable, shall not be affected thereby. Each term, covenant
or condition of this Agreement shall be enforced to the fullest extent permitted by law.


 


9.7          Independent
Contractor; No Joint Venture or Partnership. In the performance of its duties hereunder, Manager shall be and act as an independent
contractor, with the sole duty to supervise, manage, operate, control, direct and determine the methods of performance of the specified
duties and obligations hereunder. Nothing contained in this Agreement shall be deemed or construed to create a partnership, joint
venture, employment relationship, or otherwise to create any liability for one party with respect to indebtedness, liabilities
or obligations of the other party except as otherwise may be expressly set forth herein. Neither Manager nor any Property Employees
shall be deemed to be employees of Owner.


 


9.8          Integration
Clause. This Agreement embodies the entire agreement and understanding between Owner and Manager with respect to its subject
matter and supersedes all prior agreements and understandings, written and oral, between Owner and Manager related to that subject
matter.


 


9.9          Force
Majeure. Any delay in the performance of Manager’s obligations pursuant to the terms of this Agreement shall be excused
to the extent such delay is caused by war, national emergency, natural disaster, strike, labor disputes, utility failures, governmental
regulations, riots, adverse weather, and other similar causes not within Manager’s reasonable control, and any time periods
required for Manager’s performance thereof shall be extended accordingly.


 




    	 	33	 



     


    

 


9.10        Governing
Law. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State in
which the Property is located without giving effect to the principles of conflict of laws to the extent such principles would require
or permit the application of the laws of another jurisdiction. Manager represents that it has qualified to do business in the State
in which the Property is located in connection with all actions based on or arising out of this Agreement. Venue for any action
brought to enforce this Agreement or collect any sum due under this Agreement shall be in any court of applicable jurisdiction
in the county where the Property is located.


 


9.11        LIMITATION
OF DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER MANAGER NOR OWNER SHALL BE LIABLE UNDER ANY
CIRCUMSTANCES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING LOST REVENUES
AND PROFITS AND DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. Manager acknowledges and agrees that
the members, managers, officers, directors, employees, and trustees of Owner shall have no personal liability for the payment or
performance of any obligations under this Agreement. Notwithstanding anything to the contrary contained herein, if Manager shall
recover any judgment against Owner in connection with this Agreement, Manager shall look solely to Owner’s interest in the
Property and the proceeds therefrom for the collection or enforcement of any such judgment, and no other assets of Owner or such
other persons and entities shall be subject to levy, execution or other process for the satisfaction or enforcement of such judgment,
and neither Owner nor any person or entity having an interest, directly or indirectly, in Owner shall be liable for any deficiency.


 


9.12        Modification
and Waiver. This Agreement and the obligations of the parties under this Agreement may be amended, supplemented, waived and
discharged only by an instrument in writing executed by the party against which enforcement of the amendment, supplement, waiver
or discharge is sought.


 


9.13        Prohibition
on Assignment. Manager shall not sell, directly or indirectly, assign or otherwise transfer by operation of law or otherwise
all or any part of its rights or obligations under this Agreement, except, with Owner’s consent, to an affiliate of Manager
and any such unauthorized assignment shall be void ab initio and of no effect.


 


9.14        Related
Entities. Owner may elect to contract with entities in which Manager has a financial interest or other affiliation. Any relationship
Owner may enter into with a related entity is that of an independent contractor and does not constitute an agency relationship
between Owner and the related entity.


 


9.15        Time
is of the Essence. Time is of the essence in this Agreement.


 


9.16        Attorney’s
Fees. If either of the parties shall institute any action or proceeding against the other party relating to this Agreement,
the non-prevailing party in such action or proceeding shall reimburse the prevailing party for its disbursements incurred in connection
therewith and for its reasonable attorneys’ fees actually incurred.


 




    	 	34	 



     


    

 


9.17        Waiver
of Jury Trial. MANAGER AND OWNER EACH WAIVES A JURY IN ANY LITIGATION IN CONNECTION WITH THIS AGREEMENT (INCLUDING INTERPRETATION
OR CONSTRUCTION OF THIS AGREEMENT) OR PERFORMANCE UNDER THIS AGREEMENT. MANAGER AND OWNER EACH ACKNOWLEDGES THAT THIS WAIVER HAS
BEEN FREELY GIVEN AFTER CONSULTATION BY IT WITH COMPETENT COUNSEL.


 


9.18        Subordination.
This Agreement shall be subject and subordinate to any financing or refinancing by debt, sale and leaseback or any other form of
financing, relating to the Property and any deed of trust, mortgage or other instrument securing any financing now or hereafter
constituting a lien upon the Property or any part thereof, including without limitation, the Loan Documents. The subordination
provided in this Section shall by self-operative and shall not require any further instrument or document. However, upon the request
of Owner, Manager shall promptly execute, acknowledge and deliver to the holder of such financing or refinancing an instrument
in form and substance satisfactory to Owner and such holder confirming such subordination and containing such other provisions
as Owner or such holder shall reasonably request. Without limiting the generality of the foregoing and notwithstanding anything
herein to the contrary, it is understood and agreed that, in the event of a sale pursuant to or in lieu of foreclosure of, any
deed of trust, mortgage or other instrument to which this Agreement is subordinated pursuant to this Section, the purchaser or
other transferee of the Property shall have no obligation to pay or perform any of Owner’s obligations hereunder and the
Property shall not be subject to any lien or other encumbrance for such obligation.


 


[Signature Page Follows]


 




    	 	35	 



     


    

 


This Agreement
is hereby executed by the parties hereto on the dates set forth below.


 


	ADDRESS:	OWNER:
	 	 
	
        c/o Bluerock Real Estate, LLC

        712 Fifth Avenue, 9th Floor

        New York, NY 10019
	
        INSERT LEGAL ENTITY,

        a Delaware limited liability company

	
        Attn: Michael Konig

        Facsimile: 646.278.4220
	 


 


	 	By:	 



	 	Name:	 



	 	Title:	 


 


	 	Date:	 


 


	ADDRESS:	MANAGER:
	 	 	 	 	 
	CWS Apartment Homes LLC	CWS APARTMENT HOMES LLC,
	9606 N. Mopac Expressway, Suite 500	a Delaware limited liability company
	Austin, Texas 78759	 	 	 	 
	Attn: Michael Brittingham and Justin Leahy	 	 	 	 
	Facsimile:  (512) 837-5721	 	 	 	 
	Email: mbrittingham@cwscapital.com	 	 	 	 
	Email: jleahy@cwscapital.com	By:	 
	 		Name:	 
	With a copy to:		Title:	 
	 	 	 	 	 
	c/o CWS Capital Partners LLC	 	 	 	 
	14 Corporate Plaza, Suite 210	 	 	 	 
	Newport Beach, CA 92660	 	 	 	 
	Attn: Gary Carmell and Mary Ellen Barlow	 	 	 	 
	Facsimile:  (949) 640-4931	 	 	 	 
	E-mail:  gcarmell@cwscapital.com	 	 	 	 
	E-mail:  mbarlow@cwscapital.com	 	 	 	 
	 	 	 	 	 
	Bocarsly Emden Cowan Esmail & Arndt LLP	 	 	 	 
	633 West Fifth Street, 64th Floor	 	 	 	 
	Los Angeles, CA 90071	 	 	 	 
	Attn:  Aaftab Esmail, Esq.	 	 	 	 
	Facsimile:  (213) 559-0811	 	 	 	 
	E-mail:  aesmail@bocarsly.com	 	 	 	 
	 	 	 	 	 
	 	Date:	 


 






    	 	36	 



     


    

 


Exhibit
A


 


Owner will
reimburse Manager for the cost of software licenses used for the property operations and any hardware or software maintenance necessary,
at the property location, for property operations. Manager shall use RealPage for maintaining, storing, processing and transmitting
information to Owner. Manager will provide data in electronic format for direct upload into Owner’s Yardi (or other) software.


 




    	 	1	 



     


    

 


Exhibit
B


 


Statements and Reports


 


		(a)	Within eight (8) business days following the end of each
month (except that with respect to the months of March, June, September and December such information will be provided within
five (5) business days after the end of such month), a statement of Gross Rental Revenue for each month;



 


		(b)	Within eight (8) business days following the end of each
month (except that with respect to the months of March, June, September and December such information will be provided within
five (5) business days after the end of such month), a monthly GAAP balance sheet and GAAP income statement, with a cumulative
calendar year GAAP income statement to date, and a statement of change in the Capital Account for each Member of Owner (“Member”)
the preceding month and year to date;



 


		(c)	Within eight (8) business days following the end of each
month (except that with respect to the months of March, June, September and December such information will be provided within
five (5) business days after the end of such month), the monthly and year to date activity which shall be furnished (without notice
or demand) as follows:



 


		1.	Balance Sheet, including monthly comparison and comparison
to year end (if applicable)



 


		2.	Budget Comparison[*],
including month-to-date and year-to-date variances- Detailed Income Statement, including prior 12 months



 


		3.	Profit and loss statement compared to budget with narrative
for any fluctuations compared to budget in excess of 10% or $10,000 per line item, whichever is lower



 


		4.	Trial Balance that includes mapping of the accounts to
the financial statements



 


		5.	Account reconciliations for each balance sheet account
within the trial balance. – Detailed support for each account reconciliation including the following:



 


		a.	Detail Accounts Payable Aging Listing – 0-30 days,
31-60 days, 61-90 days and over 90 days



 


		b.	Detail Accounts Receivable/Delinquency Aging Report - 0-30
days, 31-60 days, 61-90 days, over 90 days and prepayments



 


		c.	Fixed asset roll-forward and support (invoices and checks)
for any new acquisition/additions and/or support for any disposals to fixed assets.



 


		6.	Security Deposit Activity



 




    	 	1	 



     


    

 


		7.	Mortgage Statement



 


		8.	Monthly Management Fee Calculation



 


		9.	Monthly Distribution Calculation



 


		10.	General Ledger, with description and balance detail



 


		11.	Monthly Check Register together with a detailed bank reconciliation,
including copies of all associated checks.



 


		12.	Market Survey, including property comparison, trends, and
concessions



 


		13.	Rent Roll



 


		14.	Variance Report, including the following:



 


		a.	Cap Ex Summary and Commentary



 


		b.	Monthly Income/Expense Variance with notes



 


		c.	Yearly Income/Expense Variance with notes



 


		d.	Occupancy Commentary



 


		e.	Market/Competition Commentary



 


		f.	Rent Movement/Concessions Commentary



 


		g.	Crime Commentary



 


		h.	Staffing Commentary



 


		i.	Operating Summary, with leasing and traffic reporting



 


		j.	Other reasonable reporting, as requested (e.g. calculation
of Net Operating Proceeds and/or Renovation/Rehab report)



 


All reports
shall be prepared on an Accrual Basis in accordance with generally accepted accounting principles, and shall be as of each calendar
month end. Manager shall furnish to Owner such other reports as may be reasonably requested by Members in order for such Members
to be able to comply with any reporting requirements that are applicable to any such Member (or any Affiliate of any such Member)
under any applicable organizational or offering documents affecting such Member or its Affiliates.


 




    	 	2	 



     


    

 


Within fifteen (15) days
of the end of each quarter of each year, Manager shall furnish to Owner such information as requested by Owner or its Members or
affiliates as is necessary for any REIT Member of Owner (whether a direct or indirect owner) to determine its qualification as
a real estate investment trust (a “REIT”) and its compliance with any requirements for qualifying as a REIT
(the “REIT Requirements”) as shall be requested by Owner or its Members. Further, Manager shall cooperate in
a reasonable manner at the request of any Member to work in good faith with any designated accountants or auditors of such Member
or its Affiliates so that such Member or its Affiliate is able to comply with its public reporting, attestation, certification
and other requirements under the Securities Exchange Act of 1934, as amended, applicable to such entity, and to work in good faith
with the designated accountants or auditors of the Member or any of its Affiliates in connection therewith, including for purposes
of testing internal controls and procedures of such Member or its Affiliates. The requesting Member shall bear the cost of any
information or reports provided to such Member pursuant to this Exhibit.


 


[*]
Budget Comparison shall include (i) an unaudited income and expense statement showing the results of operation of the
Property for the preceding calendar month and the Fiscal Year to-date;


 


(ii) a
comparison of monthly line item actual income and expenses with the monthly line item income and expenses projected in the Budget.
The balance sheet will show the cash balances for reserves and operating accounts as of the cut-off date for such month.


 




    	 	3	 



     


    

 


Exhibit
C


 


2017 Annual Budget


 




    	 	1	 



     


    

 


Exhibit
D


 


Annual Budget Information


 


		1.	a narrative description of any acquisitions or sales that
are planned and any other major activities proposed to be undertaken with respect to the Property;



 


		2.	a projected annual income statement (accrual basis) on
a quarter-by-quarter basis;



 


		3.	a schedule of projected operating cash flow (including
itemized operating revenues, property costs and property expenses) for such year on a quarter-by- quarter basis, including a schedule
of projected operating deficits, if any;



 


		4.	a marketing plan indicating the portions of the Property
that Manager recommends be made available for lease and the proposed terms and conditions relating thereto;



 


		5.	a detailed budget reflecting on a line by line basis all
projected operating expenses and any proposed construction and capital expenditures for the Property, including projected dates
for commencement and completion of the foregoing;



 


		6.	a description of the proposed investment of any funds of
the Owner which are (or are expected to become) available for investment;



 


		7.	a description, including the identity of the recipient
(if known) and the amount and purpose, of all fees and other payments proposed, expected or projected to be paid for professional
services and, if a fee or payment exceeds $25,000, for other services rendered to or on behalf of the Owner by third parties;
and



 


		8.	such other information reasonably requested from time to
time by Owner.



 




    	 	1	 



     


    

 


Exhibit
E


 


ADDENDUM TO LEASE AGREEMENT:


 


PROVISION FOR REASONABLE ACCOMMODATIONS
AND MODIFICATIONS FOR


RESIDENTS OR APPLICANTS WITH DISABILITIES


 


This addendum is attached to and made
part of the Apartment Lease Agreement by and between [Insert Owner] (the
“Owner”), the Owner of the Premises*, acting through its agent, [Insert
Manager] (hereinafter referred to as “Manager”), and [RESIDENT(S)
FULL LEGAL NAME] (hereinafter referred to as “Resident”) of Apartment number [XXX]
located at. Any action taken under this Addendum by the Owner may be done through its designee, including the Manager.


 


I.         OVERVIEW


 


[Insert
Owner], a Delaware limited liability company, provides
rental housing on an equal opportunity basis. The Owner will not discriminate against any person because of his or her disability
and welcomes residents that have a disability, become disabled, or who have recurring visits by people with a disability. In addition,
Owner allows certain Modifications to units or Accommodations to policies and procedures be made to enable persons with disabilities
to fully enjoy and use their residences.


 


A Reasonable Accommodation
is a change in rules, policies, practices, or services so that a person with a disability will have an equal opportunity to use
and enjoy a dwelling unit or common space. A Reasonable Modification is a structural modification that is made to allow persons
with disabilities the full enjoyment of the housing and related facilities. These reasonable Accommodations and Modifications would
include those from the various “safe harbors” of the Fair Housing Act (FHA) and Americans with Disabilities Act (ADA)
(as modified by certain accepted tolerances) not already found in the dwelling unit or public and common use areas.


 


II.        ACCOMMODATIONS
AVAILABLE TO RESIDENT


 


A Resident that has a disability,
becomes disabled, or who has recurring visits by people with a disability may request that certain Accommodations be made to rules,
policies, practices, and/or services, to the extent that such Accommodations are necessary to give persons with a disability an
equal opportunity to use and enjoy their apartment and the public and common use areas of the property. Resident (or someone acting
on their behalf) should complete a REQUEST FOR REASONABLE ACCOMMODATION form, or a substantial equivalent thereof, unless unable
to do so due to the nature of their disability in which case, assistance will be provided by Owner to Resident in completing the
documentation necessary for the request. Upon approval, Accommodations will be made by the Owner or Owner’s designee.


 


To learn more about Accommodations,
or for assistance with completing the request form, please contact the on-site leasing office.


 


 




    	 	1	 



     


    

 


III.        MODIFICATIONS
AVAILABLE TO RESIDENT


 


A Resident that has a disability,
becomes disabled, or who has recurring visits by people with a disability may request to make other reasonable Modifications to
their dwelling unit if the proposed Modifications are necessary for the full enjoyment of the Premises*. A Modification generally
requires physical changes be made to Resident’s dwelling unit to facilitate accessibility through doorways, accessibility
to appliances and accessibility to fixtures in bathrooms. Depending on the circumstances, the cost of Modification may be borne
by the Owner or Resident, and will be determined on a case by case basis. Owner may offer to make Modifications using its own employees
at a mutually agreed upon cost to Resident. Resident (or someone acting on their behalf) should complete a REQUEST FOR REASONABLE
MODIFICATION form, or a substantial equivalent thereof, unless unable to do so due to the nature of their disability. In which
case, assistance will be provided by Owner to Resident in completing the documentation necessary for the request.


 


To learn more about Modifications,
or for assistance with completing the request form, please contact the on-site leasing office.


 


Permission to perform the
necessary Modification is subject to the following:


 


For disabilities that are not
apparent, Resident may be asked for information that is necessary to evaluate the disability-related need for the Modification;
however, all information will be kept confidential. Depending on the Modification requested, Owner may require Resident to provide
reasonable assurances that the Modification will be done in a workmanlike manner. Owner may also require the Resident or Resident’s
contractor obtain any required building permits. Owner will require any contractor hired to perform work to show proof of Builder’s
Risk, General Liability, and Workers’ Compensation insurance. Additionally, Owner has the right to inspect the work at any
time by giving a minimum 24 hour written notice to Resident of such inspection.


 


		a.	In some circumstances, at the end of lease term, Resident
may be responsible to restore the interior of the Premises to the condition that existed before the Modification, reasonable wear
and tear excepted.



 


		b.	If applicable, Resident and Resident’s contractors
agree to strictly adhere to all applicable local and state building codes and ordinances.



 


		c.	Owner will not increase Resident’s required security
deposit as a result of Modifications. However, if Resident fails to restore dwelling unit to an original condition (for any Modification
paid for by Resident), excluding normal wear and tear, at the end of Resident’s lease Owner will deduct the cost of the
restoration from the security deposit. Resident will be billed for any remaining balance to restore the dwelling unit to its original
condition if security deposit is insufficient.



 




    	 	2	 



     


    

 


		d.	Before work begins on any Modification, Resident, or a
contractor assuming responsibility on behalf of the Resident, must submit to the Owner (through the Manager):



 


		•	plans and specification showing the nature of the Modification;



 


		•	materials to be used in the proposed Modification;



 


		•	floor plan (if applicable);



 


		•	approximate cost of proposed Modification;



 


		•	name, address and telephone number of company or person(s)
who will perform or make the Modifications;



 


		•	any additional sketches, drawings, clippings, pictures,
etc. that may assist the Owner through the Modification process.



 


		e.	Resident (or someone acting on their behalf) should complete
a REQUEST FOR REASONABLE MODIFICATION form, or a substantial equivalent thereof, unless unable to do so due to the nature
of their disability in which case, assistance will be provided by Owner to Resident in completing the documentation necessary
for the request.



 


*”Premises”
means interior or exterior parts, components or elements of a building or a dwelling unit, including the public and common use
of areas of a building. 


 




    	 	3	 



     


    

 


[Insert
Property Name]


 


REQUEST FOR REASONABLE MODIFICATION


 


	Resident
    Name:	 	 


 


	Address
    of Leased Premises:	 	 


 


	Phone
    #:  (Home)	 	 	(Work):	 


 


	Nature
    of proposed Modification:	 	 


 


Please attach any of the following
if in your possession:


 


		•	plans and specifications showing the nature of the Modification;



 


		•	materials to be used in the proposed Modification;



 


		•	floor plan (if applicable);



 


		•	approximate cost of proposed Modification;



 


		•	name, address and telephone number of company or person(s)
who will perform or make the Modifications;



 


		•	any additional sketches, drawings, clippings, pictures,
etc. that may assist the Owner through the Modification process.



 





 



 





 



 





 






 


		15.	If
available, attach copy of proposal or contract for proposed Modification. Attachment Y / N



 


Resident acknowledges that:


 


		a)	If any construction or alteration is undertaken before
approval of the Application, the Resident may be required to return the Leased Premises to its former condition at the Resident’s
expense.



 




    	 	4	 



     


    

 


		b)	Any approval of this Application is contingent upon the
Modification being completed in a workmanlike manner.



 


		c)	The Owner is permitted to enter the Leased Premises to
inspect the Modification.



 


		d)	Approval for this Application will be deemed revoked if
the Modification requested has not commenced within 60 days of the date of approval of this Application and completed by date
specified by the Resident.



 


		e)	If Modifications are approved, Modification costs will
be paid as noted in the approval area of this document, found on page 2.



 


		f)	All necessary governmental approvals, including but not
limited to permits must be obtained prior to Modification work commencing.



 


		g)	All Modifications must meet all applicable governmental
building, fire and zoning codes. It is the Resident’s responsibility to ensure that all Modifications comply with applicable
law.



 


		h)	Any variation from this Application must be resubmitted
for approval.



 


		i)	Owner and Manager shall not be liable for any injury,
damage, or loss to person or property caused by Resident’s installation or completion of the proposed Modification.



 


		j)	Resident shall indemnify and save harmless the Owner, Manager,
Manager’s agents, employees, or associates against all liability, including liability arising from death or injury to person
or property caused by Resident’s installation or completion of the proposed Modification.



 


		k)	Where necessary, in Owner or Manager’s reasonable
judgment, Owner or Manager may condition approval of this Application on construction/installation being performed by a licensed
contractor who provides Owner or Manager with copies of all required insurance coverage. Such coverage shall provide a minimum
$1,000,000 of umbrella coverage and worker’s compensations coverage.



 


		l)	If Resident fails to restore dwelling unit to an original
condition excluding normal wear and tear, at the end of Resident’s lease Owner will deduct the cost of the restoration from
the security deposit. Resident will be billed for any remaining balance to restore the dwelling unit to its original condition
if security deposit is insufficient.



 




    	 	5	 



     


    

 


	Signature of Resident:	 	 	Date:	 


  




    	 	6	 



     


    

 


All Applications must be sent
to the below address via certified mail, overnight courier, or facsimile. The applications may also be delivered in person to a
member of the Management team.


 


[Insert Property Name]


Leasing Office – Accommodation


Request PROPERTY ADDRESS


CITY, STATE, ZIP CODE


 


Facsimile: PROPERTY’S
LEASING OFFICE FAX #


 


Residents are advised against
purchasing materials, equipment and/or signing contracts prior to receiving written approval of this Application from Owner.


 




    	 	7	 



     


    

 


APPROVAL OF PROPOSED MODIFICATION:


 


Cost of Modification will
be paid for by RESIDENT / OWNER (circle one).


 


I,                                                                                ,
acting as agent for [Insert Owner] hereby approve the Proposed
Modification described above.


 


	ADDITIONAL CONDITIONS:	 


 


 





 



 


 


	Signature of person named above:	 	Signature of Resident:
	 	 	 
	 	 	 
	 	 	 
	Title:	 	 
	 	 	 
	Date:	 	Date:


 


[Insert
Property Name]


 


REQUEST FOR REASONABLE ACCOMMODATION


 


[Insert
Owner], a Delaware limited liability company, is
committed to the letter and spirit of the Fair Housing Act, which, among other things, prohibits discrimination against persons
with disabilities. In accordance with statutory responsibilities and management policies, Owner will make reasonable Accommodations
to rules, policies, practices, or services, when such Accommodations may be necessary to afford persons with disabilities an equal
opportunity to use and enjoy their housing community. If Resident is requesting such an Accommodation, please fill out this form
and return it to the Property Manager.


 




    	 	8	 



     


    

 


	Resident’s Name:	 
	 	 
	Address:	 
	 	 
	Date of Request:	 


 




    	 	9	 



     


    

 


		1.	Please describe the Accommodation (exception to an existing
rule or policy) that you are requesting:



 


		2.	Do you consider yourself to have a disability?



 


The Fair Housing Act defines
disability as a physical or mental impairment that substantially limits one or more major life activities. The Supreme Court has
determined that to meet this definition a person must have an impairment that prevents or severely restricts the person from doing
activities that are of central importance in most peoples’ daily lives.


 


	 ̈      YES	 ̈     NO


 


		3.	Please describe how the requested Accommodation is necessary
for your use and enjoyment of your apartment community?



 


		4.	Please provide the contact information for a professional
third party verifier to whom we will send the attached verification form.



 


	Name:	 	 
	 	 	 
	Position:	 	 
	 	 	 
	Address:	 	 


 


	Telephone:	 	 	Fax:	 


  




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Exhibit
F


 


LEASING
GUIDELINES


 




    	 	1	 



     


    

 




 


Property: (to be inserted)


 


Manager intends to use Yieldstar to price
its units. Yieldstar is dynamic rent pricing software that prices units based on various supply and demand parameters as well as
leasing velocity parameters. Due to the dynamic nature of this system it is impossible to determine where each lease will be priced
on a day- to-day basis.


 


Manager intends to sign new leases in accordance
with the budgeted annual averages. Deposits - Negotiable based on market conditions and tenant credit


Lease Term - Term varies based on rents
and market conditions. See Section 2.2(c)(i) of the Management Agreement.


 


Tenant Credit - Credit checks completed
on all prospective tenants


 


*   Must
make 3x the monthly rent


 


*   No
negative apartment related comments


 


*   No
felonies


 


*   No
past due balances, collections within the last four (4) years, bankruptcy or judgements within the last seven (7) years.


 


Concessions - None (Yieldstar) unless outlined
in the Budget. Referral Fees - Market driven


 


*  Locators
= Typically between 50% to 100% of one month’s rent


 


*  Tenant
Referrals - $250 to $500


 


Pet Fees - One time, non-refundable charge
of $300 with an additional $200 deposit


 


Rental History - 6 months minimum satisfactory rental history


 


Employment - 1 year minimum employment
history in same field of work


 


Criminal History - Arrest, conviction or
deferred adjudication for any of the following, application will be automatically denied: a felony of any kind, any weapons charge,
burglary, sex crime, assault or criminal trespassing.


 


Cosigner - Can be used in lieu of either
of the following; lack of rental history, income or credit. Cosigners must complete an application and meet all rental criteria
and will be held legally responsible for the lease and all addendums. The cosigner must also make five (5) times the monthly rent.


 





 








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