Exhibit 10.14


 


PROPERTY MANAGEMENT AGREEMENT


 


THIS PROPERTY MANAGEMENT
AGREEMENT (the “Agreement”) made this 26th day of March, 2015, by and between BR FOX HILLS TIC-1,
LLC, a Delaware limited liability company (“TIC-1”) and BR FOX HILLS TIC-2, LLC, a Delaware limited liability
company (“TIC-2”) (collectively, “Owner”), and BLUEROCK PROPERTY MANAGEMENT, LLC, a Michigan
limited liability company (“Property Manager”).


 


A.           WHEREAS,
Owner has acquired as of the date hereof that certain apartment complex located at 8800 Highway 290 West, Austin, Texas, and commonly
known as Fox Hill Apartments (the “Project”).


 


B.           WHEREAS,
Owner desires to employ Property Manager in the management and operation of the Project by turning over to Property Manager the
operation, direction, management and supervision of the Project, subject to and in accordance with the terms and condition set
forth in this Agreement, and Property Manager desires to assume such duties upon the terms and conditions set forth in this Agreement.


 


AGREEMENT


 


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


 


Article I APPOINTMENT


 


Owner hereby grants to
Property Manager, as an independent contractor, the sole and exclusive right to manage and operate the Project, subject to the
terms and provisions of this Agreement. During the term of this Agreement, Owner shall not participate in the day-to-day operation
of the Project and shall at no time directly order or instruct any employees or other personnel engaged in the day-to-day management
and operation of the Project. The foregoing shall not restrict the right of Owner to direct any questions, orders or instructions
regarding operations of the Project to the Property Manager.


 


Article II TERM
OF AGREEMENT


 


2.1           Term.
Subject to Sections 2.2 and 2.3 hereof, the initial term of this Agreement shall commence on March 26, 2015 and expire on
March 31, 2016, but it will be automatically renewed thereafter on a year-to-year basis (each such renewal term expiring on
March 31) unless terminated by one of the parties (the “Term”).


 


2.2           Effect
of Expiration or Termination. Any expiration or termination of this Agreement shall in no way affect or impair any rights or
obligations which have accrued to either party pursuant to this Agreement prior to such expiration or termination, including, without
limitation, the rights of Property Manager to receive payments provided for hereunder, without set-off, recoupment or similar withholding
of payment by Owner. In the event of any termination of this Agreement, Property Manager shall use commercially reasonable efforts
to effect an orderly transition of the management and operation of the Project to Owner or an agent designated by Owner and to
cooperate with Owner or such agent.


 


Upon any termination or
expiration of this Agreement, and provided all payments due Property Manager have been paid in full, including the Termination
Fee (as defined below), if applicable, Property Manager shall:


 




    	 



    	 



    

 


(a)          account
for and deliver to Owner all receipts, charges and income from the Project (including, without limitation, tenant security deposits)
and other monies of Owner in Property Manager’s actual possession or control;


 


(b)          deliver
to Owner any monies due Owner under this Agreement received after such termination;


 


(c)          deliver
to Owner, or to such other person as Owner shall designate, all materials, supplies, equipment, keys, contracts, documents, books
and records (including, without limitation, accounts payable, financial records and accounting records) pertaining to this Agreement
and/or the Project;


 


(d)          assign
any then existing contracts and permits in the name of Property Manager, as agent for Owner, relating to the Project to Owner or
to such party as Owner shall designate;


 


(e)          within
forty-five (45) days after the effective date of expiration or termination of this Agreement, cause to be furnished to Owner a
statement similar in form and content to its monthly statement covering the period from the date of the last such previous statement
to the date of the termination of this Agreement; and


 


(f)          Within
ninety (90) days following such expiration or termination, Property Manager shall deliver to Owner a final accounting, in writing,
with respect to the operations of the Project. Subsections 2.2(e) and 2.2(f) shall survive the expiration or termination of
this Agreement.


 


2.3           Assumption
of Obligations. Upon the expiration or termination of this Agreement, Owner shall assume the obligations of any contract executed,
and the responsibility for payment of all unpaid bills incurred, by Property Manager in accordance with this Agreement for and
on behalf of Owner.


 


2.4           Termination
Fee. In the event this Agreement is terminated, other than through the expiration of the Term hereof, by the action of the
Owner or the Owner’s default hereunder, Owner shall pay to Property Manager a termination fee in a lump-sum amount equal
to the sum of (i) any Accrued Fees (as defined below) not previously paid (or forgiven by Property Manager) and (ii) the
Management Fee that would accrue from and after the date upon which such termination shall become effective, over the remainder
of the stated Term of this Agreement (the “Termination Fee”). For this purpose, the monthly Management Fee for
the remainder of the stated Term shall be presumed to be the same as that of the last month prior to termination. Property Manager
acknowledges that its right to receive payment of a Termination Fee is personal to the Owner and does not extend to any obligations
Owner may have to any Lender (as hereafter defined), and that such Termination Fee is subordinate to any obligations Owner may
have to such Lender.


 


Article III
MANAGEMENT


 


3.1           General
Management Duties. Subject to the availability of funds provided under the Budget (as defined in Section 3.3 hereof) and
in the Operating Account (as defined in Section 5.1 hereof), Property Manager shall manage and operate the Project in a manner
consistent with the management and operation of comparable properties in Austin, Texas, shall provide such services as are customarily
provided by a manager of properties of comparable class and standing, and shall consult with Owner and keep Owner advised as to
all material or extraordinary matters and decisions affecting the Project. Specifically, Property Manager shall perform, without
limitation, the following services and duties for Owner in a faithful, diligent and efficient manner:


 




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(a)          Maintain
businesslike relations with residents of the Project whose service requests shall be received, considered, and recorded in systematic
fashion in order to show the action taken with respect to each request. Complaints of a serious nature shall, after thorough investigation,
be reported to Owner with appropriate recommendations for addressing such complaints;


 


(b)          Use
good faith efforts to collect all rents and other sums and charges due from residents, subresidents, licensees, and concessionaires
of the Project and all other receipts, if any, derived from the operation of the Project;


 


(c)          Prepare
or cause to be prepared for execution and filing by Owner all forms, reports, and returns, if any, required by all federal, state,
or local laws in connection with unemployment insurance, workmen’s compensation insurance, disability benefits, Social Security,
and other similar taxes now in effect or hereafter imposed, and also any other requirements relating to the employment of personnel
for the Property Manager; however, Property Manager shall not be obligated to prepare any of Owner’s local, state, or federal
income tax returns;


 


(d)          Subject
to the limitations of the approved Budget adopted pursuant to Section 3.3 hereof, pay prior to delinquency all real estate
taxes, personal property taxes, and assessments levied against the Project, or any part thereof; and


 


(e)          Subject
to the limitations of the approved Budget adopted pursuant to Section 3.3 hereof, perform such other acts as are reasonable,
necessary, and proper in the discharge of its duties under this Agreement.


 


Property
Manager may engage, oversee and supervise a third-party property manager approved by Owner (and, where applicable, Lender) to directly
manage the day-to-day operations of the Project and to operate and maintain the Project in accordance with the terms of this Agreement.
Owner hereby approves Bell Partners Inc. as an approved third-party property manager for the Project, all of whose fees shall be
paid by Property Manager, and Owner shall have no obligations or liability with respect thereto.


 


3.2           Leasing.


 


(a)          Exclusive
Agency. Property Manager shall be the sole rental agent for the Project, and Owner may not employ any outside rental agent
or broker without the prior written consent of Property Manager. The Property Manager shall exercise commercially reasonable efforts
to obtain and keep financially responsible tenants of the Project. All inquiries concerning any leases or renewals or agreements
for the rental of any tenant space in the Project shall be referred to Property Manager. The Property Manager shall conduct and
coordinate the negotiation and execution and delivery of leases and renewals, modifications, and cancellations thereof. All leases
are to be prepared by Property Manager in accordance with the standard form lease established by Property Manager and approved
by Owner. Property Manager may execute tenant leases on behalf of Owner in the ordinary course of business on the standard lease
form approved by Owner for the Project. Leases and other agreements with tenants shall be executed and delivered by the Property
Manager as agent of Owner. All other leases shall be subject to the prior specific written approval of Owner.


 


(b)          Advertising;
Promotion. Owner agrees that Property Manager may use the services of any third-party rental or leasing agency, including any
apartment locator services in the area where the Project is located, and the fees payable for such services shall be expenses of
Owner, payable out of the Operating Account for the Project. The Property Manager may also prepare and use at Owner’s expense
reasonable advertising plans and promotional material to further rentals. Property Manager shall not use Owner’s name in
any advertising or promotional material without Owner’s prior written approval.


 




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3.3           Budget.


 


(a)          Budget
Approval Process. Property Manager shall submit for approval of Owner not later than thirty (30) days after the date of this
Agreement a proposed detailed, written estimate or projection of all receipts and expenditures for the operation of the Project
for first full or partial Fiscal Year (as hereinafter defined), including, without limitation, all estimated rentals and all estimated
repairs, maintenance and capital projects (the “Budget”) for such Fiscal Year. In addition, Property Manager
shall submit a Budget for each ensuing Fiscal Year for the approval of Owner not later than thirty (30) days prior to the expiration
of the Fiscal Year immediately preceding the Fiscal Year to which such Budget relates. A “Fiscal Year” is a calendar
year, all or part of which falls within the Term of this Agreement. In the event Owner, in Owner’s sole judgment, disapproves
of any proposed Budget submitted by Property Manager, Owner shall give Property Manager written notice of the line items that have
been disapproved, in which event Property Manager and Owner shall work in good faith to establish mutually-acceptable amounts for
such line items. Until Owner has approved the revised Budget, Property Manager may (i) pay the Management Fee (as hereinafter
defined) and all expenses relating to taxes, insurance and utilities, (ii) operate pursuant to those portions of the Budget
which have been approved, and (iii) with respect to line items that have not been approved, continue to operate pursuant to
the corresponding line items in the last approved Budget. In the absence of any written notice from Owner of disapproval within
thirty (30) days after delivery of the proposed Budget to Owner, the proposed Budget shall be deemed to have been approved by Owner.


 


(b)          Payment
of Budgeted Expenses. Property Manager shall have the right to pay all expenses according to the approved Budget, including
the Management Fee. Notwithstanding any other provision in this Agreement, without the prior written consent of Owner, Property
Manager shall not incur or permit to be incurred expenses under this Agreement (excluding only utility expenses, general real estate
taxes, insurance premiums, financing costs and emergency expenses) that exceed 10% of the applicable line item in the Budget. Property
Manager shall promptly notify Owner whenever Property Manager determines that the Budget or any line item in the Budget is insufficient
to cover the expenses of operating the Project or the applicable expense category.


 


3.4           Reimbursable
Costs. All costs incurred by Property Manager in the performance of its duties under this Agreement that are in accordance
with the approved Budget, including, but not limited to, postage, copying, courier charges, bank charges, long distance telephone
and other such costs as would normally be incurred in the operation of the Project at both the Project and corporate offices, shall
be reimbursed by Owner, in addition to the Management Fee and other payments due hereunder.


 


3.5           Project
Personnel. Property Manager may, at Owner’s expense and in accordance with the approved Budget, either itself or through
an entity (hereinafter referred to as the “PM Entity”) wholly owned by or affiliated with Property Manager,
hire, employ, supervise and discharge all employees required in connection with the operation and management of the Project. Property
Manager or the PM Entity, as the case may be, shall provide and maintain, at Owner’s expense so long as this Agreement
is in force, workmen’s compensation insurance in full compliance with all applicable state and federal laws and regulations.


 


Employees of the Property
Manager or the PM Entity, as the case may be, may include the following:


 


(a)          Property
Manager. A full-time person who is experienced in the administration and operation of apartment complexes of the size, character,
and quality of the Project;


 




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(b)          Others.
Such other personnel to manage, operate and maintain the Project, including, but not limited to, an assistant property manager,
leasing consultant, maintenance manager, administrative personnel, accounting personnel, grounds keepers, janitorial and custodial
persons, and courtesy personnel, as Property Manager reasonably deems necessary or consistent with the level of service provided
by other similar properties. All such personnel shall, except to the extent provided in the approved Budget, spend 100% of their
work time on the operation and maintenance of the Project.


 


3.6           Contracts
and Supplies. Property Manager shall, at Owner’s expense, at the lowest cost as in its judgment is consistent with good
quality, workmanship and service standards, enter into contracts in its own name as agent for Owner for the furnishing to the Project
of required utility services, heating and air-conditioning services and other maintenance, pest control, and any other services
and concessions which are reasonably required in connection with the maintenance and operation of the Project; provided, however,
(i) that any contracts entered into by Property Manager, whenever practicable, shall be terminable at Property Manager’s
or Owner’s sole discretion within thirty (30) days by written notice unless Property Manager receives the prior written consent
of Owner to the contrary, (ii) if the amount payable monthly or for any given month pursuant to such contract exceeds $10,000,
Property Manager shall obtain Owner’s written approval thereof prior to entering into such contract (such approval shall
be deemed granted if not disapproved in writing by Owner within five (5) days of Property Manager’s request for approval),
and (iii) if the contract is with an affiliate the relationship must be disclosed to the Owner and the terms must be as favorable
as those that would be obtained if the transaction were at arm’s length. Each of such contracts shall state that Property
Manager is acting as a special limited agent of Owner having only the express powers that are delegated and authorized pursuant
to this Agreement. When taking bids, Property Manager shall use all reasonable efforts to secure for, and credit to Owner, any
discounts, commissions or rebates obtainable as a result of such purchases or services. Property Manager shall use all reasonable
efforts to make purchases and (where necessary or desirable) let bids for necessary labor and materials at the lowest possible
cost as in its judgment is consistent with good quality, workmanship and service standards. In addition, Property Manager shall
use reasonable efforts to purchase goods and services through Property Manager’s or, if so directed by Owner, Owner’s
national purchasing agreements, where applicable.


 


3.7           Alterations,
Repairs and Maintenance.


 


(a)          Budgeted
Repairs/Emergency Repairs. Property Manager shall, at Owner’s expense, perform or cause to be performed all necessary
or desirable repairs, maintenance, cleaning, painting and decorating, alterations, replacements and improvements in and to the
Project as are customarily made by property managers in the operation of properties of the kind, size and quality of the Project;
provided, however, that no unbudgeted alterations, additions or improvements involving a fundamental change in the character of
the Project or constituting a major new construction program shall be made without the prior written approval of Owner. In addition,
no unbudgeted expenditure in excess of $25,000 per item or a total of $75,000 in any Fiscal Year shall be made for such purposes
without the prior written approval of Owner. However, emergency repairs involving manifest danger to life or property, or immediately
necessary for the preservation or the safety of the Project, or for the safety of the residents of the Project, or required to
avoid the suspension of any necessary service to the Project, or required by any judicial or governmental authority having jurisdiction,
may be made by the Property Manager without prior approval and regardless of the cost limitations imposed by this Section 3.7(a).
Property Manager shall as soon as practicable give written notice to Owner of any such emergency repairs for which prior approval
is not required.


 


(b)          Capital
Improvements. In accordance with the terms of the approved Budget or upon written request and approval of Owner, Property Manager
shall, from time to time during the Term hereof, at Owner’s expense, supervise the performance of all required capital improvements,
replacements or repairs to the Project but nothing herein shall be deemed to require Property Manager to serve as a construction
manager or general contractor for such improvements or repairs or replacements nor shall Property Manager have any responsibility
for any of the work performed in connection with such improvements or repairs or replacements. If Property Manager is required
to perform extraordinary services in connection with such improvements, repairs or replacements, Property Manager shall be entitled
to a capital improvement management fee in an amount to be negotiated in good faith by the parties hereto at such time.


 




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(c)          Defects
and Warranties. Property Manager shall give Owner written notice of any material defect, casualty or a taking in the Project
and all parts thereof known to Property Manager promptly after any of the foregoing comes to Property Manager’s attention,
including, without limitation, material defects in the roof, foundation or walls of the Project or in the sewer, water, electrical,
structural, plumbing, heating, ventilation or air conditioning systems. Property Manager shall make periodic visual inspections
of the Project consistent with its on-site employees’ expertise.


 


3.8           Licenses
and Permits. Property Manager shall, at Owner’s expense, obtain and maintain in the name of Owner all licenses and permits
required of Owner or Property Manager in connection with the management and operation of the Project. Owner agrees to execute and
deliver any and all applications and other documents and to otherwise cooperate with Property Manager in applying for, obtaining
and maintaining such licenses and permits.


 


3.9           Compliance
with Laws. Property Manager shall comply with all applicable laws, regulations and requirements of any federal, state or municipal
government having jurisdiction with respect to the maintenance or operation of the Project by Property Manager in accordance with
its obligations under this Agreement.


 


3.10         Legal
Proceedings. Property Manager may, to the extent permitted by law, terminate a lease, lock out a tenant, and institute proceedings
for recovery of possession, in the ordinary course of business, without the prior written approval of Owner. Property Manager may
institute suit for rent or damages against a tenant without the prior written approval of Owner. All such suits or proceedings
shall, to the extent permitted by law, be brought in the name of Property Manager, as agent for Owner, and shall be handled as
determined by Property Manager. Owner shall pay all expenses incurred by Property Manager, including, but not limited to, reasonable
attorney’s fees and any liability, fines, penalties or the like, in connection with any claim, proceeding, or suit involving
an action against a tenant or an alleged violation by the Property Manager or Owner, or both, of any law pertaining to fair employment,
fair credit reporting, environmental protection, rent control, taxes, or fair housing, including, but not limited to, any law prohibiting
or making illegal discrimination on the basis of race, sex, family status, creed, color, religion, national origin, or mental or
physical handicap; provided, however, that Owner shall not be responsible to Property Manager for any such expenses in the event
Property Manager is finally adjudged to have violated any such law. Nothing contained in this Agreement shall obligate Property
Manager to employ legal counsel to represent Owner in any such proceeding or suit. Owner shall pay reasonable expenses incurred
by Property Manager in obtaining legal advice required in Property Manager’s reasonable discretion.


 


3.11         Inventory.
Property Manager shall maintain a current inventory of all equipment, supplies, furnishings, furniture and all other items of personal
property now or hereafter owned by Owner and located upon or used, or useful for, or necessary or adapted for the operation and
maintenance of the Project.


 


3.12         Signs.
Owner agrees to allow Property Manager to place one or more signs on or about the Project stating that Property Manager is the
management and leasing agent for the Project. All such signs and locations thereof shall be subject to Owner’s prior approval,
not to be unreasonably withheld.


 




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3.13         Property
Manager’s Offices. Owner shall provide to Property Manager, at Owner’s expense, an office in the Project of a size
and in a location appropriate for the conduct of Property Manager’s duties under this Agreement.


 


3.14         Limitation
of Liability. Property Manager assumes no liability whatsoever for any acts or omissions of Owner, or any previous owners of
the Project, or any previous management or other agent of either (other than Property Manager and affiliates of Property Manager).
Property Manager assumes no liability for any failure of, or default by, any tenant in the payment of any rent or other charges
due Owner or in the performance of any obligations owed by any tenant to Owner pursuant to any lease or otherwise. Except to the
extent resulting from the gross negligence or willful act or omission of Property Manager, Property Manager assumes no liability
for any violations of environmental or other regulations which may occur during the period this Agreement is in effect. Any such
regulatory violations or hazards discovered by Property Manager shall be promptly brought to the attention of Owner in writing.


 


Article IV FEES


 


4.1           Management
Fee. As consideration for the performance by Property Manager of its services under this Agreement, Owner agrees to pay to
Property Manager for each month during the Term of this Agreement a property management fee (the “Management Fee”)
equal to four percent (4%) of Gross Receipts for such month.


 


The term “Gross Receipts”
shall mean and include all gross receipts derived from the operation of the Project, including, without limitation, all rent and
other sums and charges received from all prospective tenants, tenants and lessees and payments made in consideration of the cancellation
of any tenant leases or damages by reason of any default, security deposits to the extent applied to rent, tenant application fees,
the proceeds from rental interruption insurance, receipts from vending machines, concessions and other commercial operations conducted
on the Project, and income derived from interest on investments. “Gross Receipts” shall not include sums which, under
normal accounting practice, are attributable to capital, proceeds of claims on account of insurance policies other than rental
interruption or similar insurance, the abatement of taxes, awards arising out of taking by eminent domain, discounts and dividends
on insurance policies, or any sums received by Property Manager as reimbursement or recovery of items of expense charged to the
Owner, such as court costs paid by defaulting tenants, utility rebates, security deposits (to the extent applied to damage) and
the like, all of which shall be applied as offsets against the corresponding items of expense. The Owner hereby acknowledges that
the Management Fee is fair and reasonable for the services to be performed by Property Manager under this Agreement.


 


4.2           Payment
of Management Fee. Provided that Property Manager is not in default under this Agreement, Property Manager shall be entitled
to pay itself the monthly Management Fee from the bank accounts referred to in Section 5.1 hereof. However, in the event
of a default under that certain Loan Agreement with the Owner’s secured lender (“Lender”) and any other
documents entered into in connection with the Loan Agreement (together with the Loan Agreement, the “Loan Documents”),
Lender may have the right to compel the Owner to suspend payment of the Management Fee. If such suspension of payments occurs,
the Property Manager shall have the right to immediately terminate this Agreement, subject to any contrary provisions of the Loan
Documents. Property Manager shall use reasonable efforts to comply with any terms and conditions of any Loan Documents and all
governmental requirements relating to the performance of its duties hereunder and to cause the Project to comply with same.


 


4.3           Accrual
of Management Fee. Notwithstanding anything herein to the contrary, Property Manager may elect (but shall not be required to
do so), upon request by Owner, to allow Owner to forego making the monthly Management Fee payments owing hereunder for a mutually-agreeable
period, without same constituting a default by Owner hereunder. Any Management Fees not paid when owing under such circumstances
shall accrue as an obligation of Owner hereunder (collectively, the “Accrued Fees”) unless Property Manager
elects in writing to allow same to not accrue but rather to be forgiven.


 




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4.4           Additional
Compensation. In addition to the compensation provided to the Property Manager in this Section 4, Property Manager shall be
entitled to compensation for such specific additional services as may be agreed upon, including, without limitation, adjustment
of fire claims, condemnation claims and construction services beyond the normal course of business.


 


4.5           Disposition
Fee. If following the date hereof the Project is sold, then the Property Manager shall receive a disposition fee (herein, the
“Disposition Fee”) at the closing of such sale, in cash, in an amount equal to three percent (3%) of the gross
purchase price paid in connection with such sale; provided, however, that no such Disposition Fee (or other fee) shall be owing
in the event of any foreclosure sale, any acquisition of the Project by the Lender (or any designee of Lender) or any subsequent
sale after such foreclosure sale or acquisition by Lender (or Lender’s designee). If there is a broker fee paid to a third-party
broker in connection with a sale, exchange or other disposition of the Project, the payment to the third-party broker will be paid
in addition to the Disposition Fee paid to the Property Manager, but in no event may the aggregate of such third-party brokerage
fee and the Disposition Fee exceed 4.5% of the gross purchase price paid in connection with such sale. At the completion of such
sale, exchange or other disposition, this Agreement shall automatically terminate. Notwithstanding the foregoing, the sale by TIC-1
of its ownership interest in the Project to TIC-2, or vice versa, shall not result in any Disposition Fee owing to Property Manager
hereunder.


 


Article V PROCEDURE
FOR

HANDLING RECEIPTS


 


5.1           Receipts
and Disbursements. All monies received by Property Manager for or on behalf of Owner in connection with the operation or management
of the Project shall be promptly deposited by Property Manager in a bank account or accounts established by Property Manager (collectively,
the “Operating Account”). Property Manager shall withdraw and pay from the Operating Account such amounts at
such times as the same are required in connection with the management and operation of the Project in accordance with the provisions
of this Agreement. All monies in the Operating Account are the property of Owner, to be held by Property Manager in trust for Owner
in an account designated as “Agent for Owner” and disbursed in accordance with this Agreement. A separate account for
tenant security deposits shall be established if required by applicable law or Owner.


 


5.2           Authorized
Signatories. Designated officers and representatives of Property Manager shall be authorized signatories on the Operating Account
and shall have authority to make withdrawals from the Operating Account, subject to the terms of this Agreement. Property Manager
shall maintain insurance under a policy acceptable to Owner for employee errors, omissions and fidelity coverage (covering, without
limitation, losses due to theft or embezzlement) for not less than $1,000,000 per occurrence and crime coverage for not less than
$1,000,000 per occurrence. Any changes in such insurance must be approved by Owner.


 




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Article VI ACCOUNTING


 


6.1           Books
and Records. Property Manager,
on behalf of Owner, shall keep all books and accounts pertaining to the Project in accordance with generally accepted accounting
principles in the U.S. The cutoff date of the accounting period shall be the last day of each calendar month. Property Manager,
on behalf of Owner, shall also supervise and direct the keeping of a comprehensive system of office records, books and accounts
pertaining to the Project. Such records shall be subject to examination at the office where they are maintained by Owner or its
authorized agents, attorneys and accountant at all reasonable business hours and upon reasonable, advance notice to Property Manager.
Capitalization and expense policy of Bluerock Real Estate, L.L.C. shall be adhered to at all times.


 


On or about the end of
each calendar quarter of each year, Property 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 any direct or indirect members of Owner or for any reporting
requirements of any owner (whether a direct or indirect owner) that is a REIT to determine its qualification as a real estate investment
trust and its compliance with REIT Requirements as shall be reasonably requested by Owner. Further, Property 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 the 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. As used herein,
the term “Affiliate” means (a) an entity that directly or indirectly controls, is controlled by or is under common
control with a party or (b) an entity at least a majority of whose economic interest is owned by a party; and the term “control”
means the power to direct the management of such entity through voting rights, ownership or contractual obligations.


 


6.2           Periodic
Statements; Audits.


 


(a)          Monthly
Statements. On or before five (5) business days following the end of each calendar month, Property Manager shall deliver or
cause to be delivered to Owner its standard financial reports customarily provided the owners of properties it manages,
a list of which is set forth on Exhibit A. On or before eight (8) business days following the end of each calendar
month, Property Manager shall deliver or cause to be delivered to Owner the financial reports set forth on Exhibit B.
The reports are subject to change from time to time by Owner or Property Manager provided Property Manager shall not substantively
decrease the quality of the information provided.


 


(b)          Within
fifteen (15) days after the end of such Fiscal Year, Property Manager will deliver to the Owner, an income and expense statement
as of Fiscal Year end, and the results of operation of the Project during the preceding Fiscal Year (anything contained herein
to the contrary notwithstanding, however, Property Manager shall not be obligated to prepare any of Owner's state or federal income
tax returns).


 


(c)          Property
Manager shall also prepare and provide to Owner such reports and information as required by Owner to prepare the reports and tax
returns required of its Limited Liability Company Agreement. Such reports and information shall not exceed in scope or frequency
as Property Manager routinely provides other owners for which Property Manager is providing property management services.


 




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(d)          In
the event that Owner or Owner's Mortgagee(s) requires an audit, the Property Manager shall cooperate with the auditors in a timely
manner to complete the audit engagement. Also, Property Manager shall cooperate in a reasonable manner at the request of 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.


 


(e)          Owner
may request and Property Manager shall provide when available such monthly, quarterly and/or annual leasing and management reports
that relate to the operations of the Project as Property Manager customarily provides the owners of properties it manages.


 


6.3           Expenses.
All costs and expenses incurred in connection with the preparation of any statements, budgets, schedules, computations and other
reports required under this Section 6, or under any other provisions of this agreement, shall be borne by the Property Manager.
Any costs and expenses incurred in connection with the preparation of any statement or report not a part of the Property Manager’s
standard reporting package, a list of which is set forth on Exhibit A and Exhibit B, shall be borne
by Owner.


 


Article VII
INSURANCE


 


7.1           Insurance
and Indemnities.


 


(a)          Coverages.
Property Manager shall, at its own expense, procure and keep in effect during the Term of this Agreement, property and casualty
insurance, comprehensive general liability insurance and other insurance coverages as required (and with limits as required) by
Lender as provided in the Loan Documents, which insurance shall be primary in all instances. Owner shall be included as a party
to be given copies of all notices under the liability insurance policies. Owner will be covered as an additional insured in the
comprehensive general liability insurance policies maintained with respect to the Project.


 


Property Manager will provide
Owner with certificates of insurance or other satisfactory documentation, which evidence that the insurance required under this
Agreement is in full force and effect at all times. All policies required under this Agreement must be endorsed to provide that
thirty (30) days’ advance notice of cancellation (ten (10) days’ advance notice for non-payment of premium) or material
change will be given to Owner. All insurance required hereunder shall: (i) be written with companies acceptable to Owner,
which companies shall be licensed to do business in the state in which the Project is located, and (ii) include a clause providing
that the insurer waives all rights of subrogation against Owner with respect to losses payable under such policies.


 


Owner shall furnish whatever
information is reasonably requested by Property Manager for the purpose of establishing the placement of insurance coverages described
herein and shall aid and cooperate in every reasonable way with respect to such insurance and any loss thereunder. Property Manager
shall include in its property and casualty insurance policy covering the Project, the personal property, fixtures, and equipment
located thereon (whether owned by Property Manager or Owner), appropriate clauses pursuant to which the insurance carriers shall
waive the rights of subrogation with respect to losses payable under such policies.


 




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(b)          Property
Manager Indemnity. Property Manager shall indemnify, defend (with counsel reasonably satisfactory to Owner) and save Owner
harmless from and against any and all claims arising from Property Manager’s and its officers’, directors’, members’,
managers’, shareholders’, agents’, contractors’, representatives’ or employees’ intentional
or willful acts or gross negligence in performing its responsibilities hereunder and from and against all costs, reasonable attorneys’
fees, expenses and liabilities incurred in the defense of any claim or any action or proceeding brought as a result of any such
claim. Property Manager acknowledges that the Loan Documents may include provisions for personal liability for Owner and/or
affiliates/principals of Owner on certain “nonrecourse carve-outs.” Property Manager hereby agrees that to the extent
that Owner or affiliates of Owner are required to make payments with respect to such “non-recourse carve-outs” as a
direct and sole result of (i) the Property Manager’s fraud, willful misconduct or misappropriation, (ii) the Property
Manager’s commission of a criminal act, (iii) the misapplication by Property Manager of any funds derived from the Project
received by Property Manager, including any failure to apply such proceeds in accordance with the requirements of any existing
Loan Documents applicable to the Project, or (iv) damage or destruction to the Project caused by acts of Property Manager
that are grossly negligent, the Property Manager will indemnify Owner and its affiliates under such nonrecourse carveouts for any
such liability that was caused by such actions.


 


(c)          Owner
Indemnity. Property Manager agrees:


 


(i)          to
notify Owner within five (5) business days after Property Manager receives notice of any loss, damage, or injury occurring
on or about the Project;


 


(ii)         to
take no action (such as admission of liability) which bars Owner from obtaining any protection afforded by any insurance policy
Owner may hold (or under which Owner can make a claim); and


 


(iii)        that
Owner shall have the exclusive right to conduct the defense to any claim, demand, or suit within limits prescribed by such policy
or policies of insurance.


 


Provided Property Manager
complies with the provisions of this paragraph (c), Owner shall indemnify, defend and save Property Manager harmless from all loss,
damage, cost, expense (including attorneys’ fees), liability, or claims for personal injury or property damage incurred or
occurring in, on, or about the Project, except for any losses brought about by the intentional or willful acts or gross negligence
on the part of the Property Manager, its officers, directors, members, managers, shareholders, agents, contractors, representatives
or employees.


 


Owner does hereby agree,
to the fullest extent permitted by law, to indemnify, defend and save Property Manager harmless from and against any injuries to
person (including, without limitation, death) occurring at any time, any loss, damage, and expense to property (including, without
limitation, loss of use thereof), and any claim, cost, penalty, fine, order of injunctive relief, expense or liability of any nature
(including, without limitation, actual attorneys’ fees, fees of environmental consultants and laboratory fees, and any other
costs incurred in the investigation, defense and settlement of claims, and natural resource damages) caused by, arising out of,
resulting from or occurring in connection with, wholly or in part, and whether in time prior to, after or the date of this Agreement,
the alleged exposure to or alleged presence, disposal, release or threatened release of any Regulated Substance (as hereinafter
defined) from, at or about the Project or attributable, in whole or in part, to Owner’s action or inaction or the action
or inaction of Owner’s employees, agents, contractors, lessees or invitees or trespassers (other than the Property Manager)
and any condition caused by or which may be attributable to any Regulated Substance, other than those caused by the gross negligence
or willful act or omission of Property Manager, its officers, directors, members, managers, shareholders, agents, contractors,
representatives or employees.


 




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The term “Regulated
Substance” as used herein means (a) any substance, material, or waste that is regulated under any federal, state, or local
statute, regulation, ordinance, guidance, or order pertaining to environmental protection or the protection of the public health,
safety and/or welfare, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act
of 1980,42 U.S.C. § 9601 et seq. the Solid Waste Disposal Act, 42 U.S.C. § 6901 et seq.;
the Clean Air Act, 42 U.S.C. § 7401 et seq. the Federal Water Pollution Control Act, 33 U.S.C. xx 125 1-1387;
the Emergence Planning and Community Right-to-Know Act, 42 U.S.C. xx 1101 et seq. the Hazardous Materials Transportation Act, 49
U.S.C. xx 1801 et seq. the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. xx l36-136y; and the Toxic
Substances Control Act, 15 U.S.C. xx 2601-2692; and such statute, regulation, ordinance, or order as now amended or hereafter may
be amended; and (b) any substance whatsoever that may pose, now or hereafter, a threat of risk of harm to human health, the environment,
or the soils, geologic materials, air, surface water, or groundwater, including, without limitation, the presence or release of
radon, noxious or nuisance gases or particles, asbestos or asbestos-containing material, equipment or material containing or consisting
of poly- or mono-chlorinated biphenyls, fiberglass, formaldehyde, urea formaldehyde foam, lead, petroleum and petroleum products,
or natural gas or natural gas products.


 


7.2           Survival.
The provisions of this Article 7 shall survive any cancellation, termination or expiration of this Agreement and shall remain in
full force and effect until such time as the applicable statute of limitations shall have expired for all demands, claims, actions,
damages, losses, liabilities or expenses which are the subject of the provisions of this Article 7.


 


Article VIII
DEFAULT; TERMINATION


 


8.1           Default.
Upon the occurrence of any default under this Agreement by a party (“defaulting party”), and after giving notice of
default and opportunity to cure as provided below, the non-defaulting party shall be entitled to terminate this Agreement immediately
in addition to any remedy such party may have at law or in equity. A defaulting party shall be entitled to cure (i) a monetary
default within five (5) days after receipt of written notice of such default, or, (ii) a non-monetary default within fifteen (15)
days after receipt of written notice of such default, provided that the defaulting party proceeds to diligently cure such default
upon receipt of such notice.


 


8.2           Bankruptcy,
Insolvency.


 


(a)          If
Owner or Property Manager shall file a petition in bankruptcy or for a reorganization or arrangement or other relief under the
United States Bankruptcy Code or any similar statute, or if any such proceeding shall be filed against Owner or Property Manager
and is not dismissed or vacated within sixty (60) days after its filing, or if a court having jurisdiction shall issue an order
or decree appointing a receiver, custodian or liquidator for a substantial part of the property of either Owner or Property Manager
which decree or order remains in force undischarged and unstayed for a period of sixty (60) days, or if either Owner or Property
Manager shall make an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts as they
become due, the other party may terminate this Agreement upon five (5) days written notice.


 


(b)          Owner
and Property Manager have entered into this Agreement in reliance upon the unique knowledge, experience and expertise of the other
party and in reliance upon the duties of loyalty and confidentiality which each party hereby agrees to undertake. Except as otherwise
expressly provided in this Agreement, neither party shall be required to accept performance under this Agreement from any person,
including, without limitation, Owner or Property Manager, as the case may be, should it become a debtor in possession under the
United States Bankruptcy Code, or any trustee of either appointed under the United States Bankruptcy Code and any assignee of such
party or trustee, other than the other party hereto.


 


8.3           Sale
of Project. This Agreement shall automatically terminate (i) upon any sale of the Project to a third-party purchaser.


 




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Article IX SUBORDINATION
TO MORTGAGES


 


9.1           Subordination.
This Agreement and Property Manager’s interest and rights hereunder are and shall be subject and subordinate at all times
to the lien of any mortgage, whether now existing or hereafter created on or against the Project, and all amendments, restatements,
renewals, modifications, consolidations, refinancings, assignments and extensions thereof (“Security Documents”)
without the necessity of any further instrument or act on the part of the Property Manager. Property Manager agrees, at the election
of the holder of any such Security Documents (the “Secured Party”), to attorn to the Secured Party. The term
“mortgage” as used herein shall be deemed to include deeds of trust, security assignments and any other similar encumbrances,
and any reference to the “holder” of a Security Document shall be deemed to include the beneficiary under a deed of
trust. Notwithstanding the foregoing, nothing herein shall obligate the Property Manager to continue its performance under this
Agreement unless it has been paid, and continues to be paid, in accordance with the terms of this Agreement. As provided above,
Property Manager acknowledges and agrees, without limitation, that Lender is a Secured Party and that the Loan Documents to which
the Owner is a party constitutes one of the Security Documents. 


 


9.2           Rights
after Events of Default. Upon an Event of Default (as such term is defined in any Security Document), and provided that it
continues to be paid in accordance with the terms of this Agreement, the Property Manager shall continue to perform its obligations
under this Agreement until the earlier to occur of (a) the termination of this Agreement with respect to the Project or the
termination of this Agreement in accordance with the terms hereof, or (b) the Secured Party’s (or its assignee’s
or nominee’s) acquisition of title to the Project through foreclosure, a deed-in-lieu thereof, or otherwise. On and after
an Event of Default, there shall be no material changes in the terms and conditions of this Agreement without the prior written
consent of the Secured Party.


 


Article X MISCELLANEOUS
PROVISIONS


 


10.1         Notices.
All notices, demands, requests or other communications which may be or are required to be given, served or sent by either party
to the other hereunder, shall be in writing and delivered personally or by recognized national courier service, return receipt
requested or certified mail, return receipt requested, with postage prepaid, to the Property Manager, and to the Owner, at the
addresses set forth below with copies addressed as set forth below:


 


	 	if to the Owner, to:	BR Fox Hills TIC-1, LLC and
	 	 	BR Fox Hills TIC-2, LLC
	 	 	c/o Bluerock Real Estate, L.L.C.
	 	 	712 Fifth Avenue, 9th Floor
	 	 	New York, New York 10019
	 	 	Attn: R. Ramin Kamfar and Michael L. Konig, Esq.
	 	 	 
	 	if to the Property Manager, to:	Bluerock Property Management, LLC
	 	 	16500 North Park Drive
	 	 	Southfield, Michigan 48074
	 	 	Attn: Ms. Patricia Anderson


 




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The parties may change the name and/or address
provided above by written notice given as aforesaid. Notices shall be deemed effective upon receipt (with refusal of delivery being
deemed a receipt). In emergency situations, Property Manager shall endeavor to also fax notices to the addresses set forth above,
but any such faxed notice shall not constitute an effective notice under this Agreement.


 


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


 


10.3         No
Joint Venture or Partnership. Owner and Property Manager hereby renounce the existence of any joint venture or partnership
between them and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making
Property Manager and Owner joint venturers or partners. Property Manager acknowledges and agrees that Property Manager is engaged
only as an independent contractor in the business of managing apartment complexes.


 


10.4         Entire
Agreement and Amendment. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject
matter hereof. This Agreement may be amended or modified only by a written instrument executed by Property Manager and Owner.


 


10.5         Article
and Section Headings. Article and Section headings contained in this Agreement are for reference only and shall not be deemed
to have any substantive effect or to limit or define the provisions contained herein.


 


10.6         Successors
and Assigns. This Agreement shall be binding on the parties hereto, and their successors and permitted assigns. Neither party
may assign or otherwise transfer its interest hereunder without the prior written consent of the other party, which consent may
be withheld in such party’s sole discretion.


 


10.7         Attorneys’
Fees. Should either party employ attorneys to enforce any of the provisions hereof, the party losing in any final judgment
agrees to pay the prevailing party all reasonable costs, charges and expenses, including attorneys’ fees, expended or incurred
in connection therewith.


 


10.8         Governing
Law. This Agreement shall be construed in accordance with the internal laws of the State where the Project is located.


 


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


 


10.10         Confidentiality.
Property Manager shall maintain the confidentiality of all matters pertaining to this Agreement and all operations and transactions
relating to the Project.


 


10.11         Time.
Time is of the essence in the performance of this Agreement.


 


10.12         Corporate
Authority of Property Manager. Property Manager represents and warrants that (a) Property Manager is a limited liability company
duly organized and validly existing and is in good standing under the laws of the State of Michigan; and (b) Property Manager has
full power, authority and legal right to execute, deliver and perform this Agreement and to perform all of its obligations hereunder.


 


10.13         Corporate
Authority of Owner. Owner represents and warrants that (a) Owner is a limited liability company, duly organized and validly
existing and is in good standing under the laws of the State of Delaware, and (b) Owner has full power, authority and legal
right to execute, deliver and perform this Agreement and to perform all of its obligations hereunder.


 




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IN WITNESS WHEREOF, this
Agreement has been duly executed and delivered as of the date first above written.


 


	 	PROPERTY MANAGER:
	 	 
	 	BLUEROCK PROPERTY MANAGEMENT, LLC,
	 	a Michigan limited liability company
	 	 
	 	By:	Bluerock Real Estate, L.L.C.,
	 	 	a Delaware limited liability company,
	 	 	its Manager
	 	 	 
	 	 	By:	/s/ Jordan Ruddy	 
	 	 	 	Jordan Ruddy	 
	 	 	 	Vice President	 
	 	 	 
	 	OWNER:
	 	 
	 	BR FOX HILLS TIC-1, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	23Hundred, LLC
	 	 	a Delaware limited liability company,
	 	 	its sole member
	 	 	 	 
	 	 	By:	/s/ Jordan Ruddy	(SEAL)
	 	 	Name:	Jordan Ruddy	 
	 	 	Title:	Authorized Signatory	 
	 	 	 	 	 
	 	BR FOX HILLS TIC-2, LLC,
	 	a Delaware limited liability company
	 	 	 	 	 
	 	By:	Bell BR Waterford Crossing JV, LLC,
	 	 	a Delaware limited liability company,
	 	 	its sole member
	 	 	 	 	 
	 	 	By:	/s/ Jordan Ruddy	(SEAL)
	 	 	Name:	Jordan Ruddy	 
	 	 	Title:	Authorized Signatory	 


 




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EXHIBIT A


MONTHLY REPORTS


 


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



		2.	Budget Comparison(1), including month-to-date and year-to-date variances.



		3.	Detailed Income Statement, including prior 12 months.



		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.



		6.	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. Purchases will be accounted for using Bluerock's capitalization policy.



		7.	Security Deposit Activity



		8.	Mortgage Statement



		9.	Monthly Management Fee Calculation



		10.	Monthly Distribution Calculation



		11.	General Ledger, with description and balance detail



		12.	Monthly Check Register including copies of all checks disbursed and copies of cancelled checks.



		13.	Rent Roll



		14.	Monthly Reporting and evidence of withdrawal, if any, of the Property Enhancement Reserves, and any other operating reserve
accounts and capital expense reserve accounts, including, but not limited to, any calculations evidencing shortfalls payable thereunder.



		15.	Within five (5) business days of the end of each quarter, 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.



		16.	Other reasonable reporting at Owner’s expense, as requested and approved in writing by Owner at Owner’s expense
(e.g. Renovation/Rehab report).



  


(1) 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.


 






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EXHIBIT B


VARIANCE REPORTS


 


		1.	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. Renovation/Rehab
report)



		2.	Budget Comparison(1), including month-to-date and year-to-date variances with narrative
for any large fluctuations compared to Budget.



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



 


(1) 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.














 






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