BR BERRY HILL MANAGING MEMBER, LLC

FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT


  


This First Amendment
to Limited Liability Company Agreement (this “First Amendment”) is adopted, executed and agreed to effective
as of December 17, 2012, by and among Bluerock Special Opportunity + Income Fund III, LLC, a Delaware limited liability company
(“SOIF III”), and BEMT Berry Hill, LLC, a Delaware limited liability company (“BEMT”), as
Members (together, the “Members”). Undefined terms used herein shall have the meaning ascribed to them in the
Agreement (as defined below).


 


WITNESSETH:


 


WHEREAS, BR Berry Hill
Managing Member, LLC, a Delaware limited liability company (the “Company”), was formed on October 3, 2012, pursuant
to the Act;


 


WHEREAS, the Members
entered into that certain Limited Liability Company Agreement dated October 18, 2012 (the “Agreement”) providing
for the operation and administration of the Company;


 


WHEREAS, SOIF III has
sold and transferred to BEMT an additional 6.253% Interest (the “Additional Interest”) in the Company pursuant
to that certain Membership Interest Purchase Agreement and that certain Assignment of Membership Interest, both of which are dated
of even date herewith; and


 


WHEREAS, the parties
hereto wish to amend the Agreement to reflect the Transfer of the Additional Interest by SOIF III to BEMT.


 


NOW, THEREFORE, in consideration
of the agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


 


1.The second sentence
of Section 5.2(a) of the Agreement is hereby deleted in its entirety and replaced with the following:


 


“Except
as otherwise agreed by the Members, 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 for multiplied by 22.747% (the “SOIF III Funding Obligation”)
in the case of SOIF III and 77.253% in the case of BEMT (the “BEMT Funding Obligation”); provided that the first
$369,034 of the SOIF III Funding Obligation shall be made by BEMT in addition to BEMT funding the BEMT Funding Obligation, until
such time as SOIF III is no longer a Member of the Company.”


 


2.Exhibit A
of the Agreement is hereby deleted in its entirety and replaced with the Exhibit A attached hereto.


  


[SIGNATURES ON FOLLOWING
PAGE]


 



    	 



    	 



    

  


IN WITNESS WHEREOF,
the Members have executed this First Amendment as of the date first set forth above.


  


	 	BLUEROCK SPECIAL OPPORTUNITY + INCOME
	 	FUND III, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	BR SOIF III Manager, LLC,
	 	 	a Delaware limited liability company,
	 	 	its Manager


 


	 	 	By:	/s/ Jordan B. Ruddy
	 	 	 	Jordan B. Ruddy, President


 





	 	BEMT BERRY HILL, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	Bluerock Enhanced Multifamily Holdings, LP,
	 	 	a Delaware limited partnership,
	 	 	its Manager







 


	 	 	By:	Bluerock Enhanced Multifamily Trust, Inc.,
	 	 	a Maryland corporation,
	 	 	its General Partner


 


	 	 	By:	/s/ Jordan B. Ruddy
	 	 	Jordan B. Ruddy, President
	 	 	and Chief Operating Officer


 



    	 



    	 



    

 


 


EXHIBIT A


 


Capital Contributions and Percentage
Interests


 


	 	 	Capital	 	 	 	 
	Member Name	 	Contribution	 	 	Percentage Interest
	 	 	 	 	 	 	 
	Bluerock Special	 	 	 	 	 	 		
	Opportunity + Income	 	$	1,342,461	 	 	 	22.747	%
	Fund III, LLC	 	 	 	 	 	 		
	 	 	 	 	 	 	 	 	 
	BEMT Berry Hill, LLC	 	$	4,559,245	 	 	 	77.253	%