ASSET MANAGEMENT AGREEMENT


 


THIS AGREEMENT (this “Agreement”)
is made and entered into as of the 17th day of December, 2012, by and between MDA CITY APARTMENTS, LLC, a Delaware limited liability
company (“Owner”) and HOLTZMAN INTERESTS #17A, LLC, a Michigan limited liability company (the “Asset
Manager”).


 


RECITALS


 


WHEREAS, Owner owns
certain real property interests in and to the property and improvements set forth on Exhibit A attached hereto known as
MDA City Apartments and located at 185 N. Wabash Avenue, Chicago, Illinois (the “Property”; together with all
associated personal property, whether tangible or intangible, collectively the “Assets”);


 


WHEREAS, Owner has
engaged Village Green Management Company LLC, a Delaware limited liability company (“Property Manager”) to
provide property management services under that certain Property Management Agreement dated December 14, 2012 by and between Owner
and Property Manager (the “Property Management Agreement”);


 


WHEREAS, Asset Manager
has unique experience and skills in performing the Services (as defined herein); and


 


WHEREAS, Owner desires
to engage Asset Manager to provide the Services with respect to the Assets, and Asset Manager has agreed to provide such services
upon the terms and conditions hereinafter set forth.


 


NOW THEREFORE, in
consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE
I 



 


DEFINITIONS


 


Whenever used herein,
the following words and phrases, unless the context otherwise requires, shall have the following meanings, applicable equally
to the singular and plural nouns and verbs of any tense:


 


AGREEMENT:
This Asset Management Agreement and all amendments hereof and supplements hereto.


 


AFFILIATE:
With respect to any Person, (a) a Person directly or indirectly controlling, controlled by, or under common control with, such
Person (for purposes of this Agreement, “control”, as applied to any person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of
voting securities, by contract, or otherwise), or (b) a Person in which such Person owns 100% of the controlling interests and
has the ability to actually exercise control by virtue of such ownership.


 



    	 



    	 



    

 


ASSETS: The
term “Assets” is defined in the Recitals hereto.


 


ASSET MANAGER:
The term “Asset Manager” is defined in the first paragraph hereof.


 


ASSET MANAGER EVENT
OF DEFAULT: The term “Asset Manager Event of Default” is defined in Article VI hereof.


 


DISPOSITION:
The sale or other disposition of the Assets.


 


INITIAL TERM:
The term “Initial Term” is defined in Article III hereof.


 


MAJOR DECISION:
The term “Major Decision” shall have the meaning set forth in that certain Amended and Restated Limited Liability
Company Agreement of Owner dated as of December 17, 2012, as the same may be further modified, amended or restated.


 


MORTGAGE LOAN:
With respect to the Property, that certain mortgage loan given by the MONY Life Insurance Company and any amendments, modifications
or restatements thereof and any refinancing thereof.


 


NET CASH FLOW:
Available net cash flow actually received by Owner from operations (after payment of debt service (including any default interest
or late charges, if any, and all amounts retained by the lender for loan reserves), operating expenses, capital expenditures and
operating reserves) and net proceeds from capital transactions with respect to the Owner (after payment of closing costs, underlying
liabilities and capital reserves). For purposes of this definition Net Cash Flow shall include both the Operating Cash Flow and
the Extraordinary Cash Flow, as defined in the Operating Agreement.


 


OPERATING AGREEMENT:
That certain Amended and Restated Limited Liability Company Agreement of Owner dated as of December 17, 2012, as the same may
be further modified, amended or restated.


 


OWNER: The
term “Owner” is defined in the first paragraph hereof.


 


OWNER EVENT OF
DEFAULT: The term “Owner Event of Default” is defined in Article VI hereof.


 


GUARANTEES:
Any non-recourse carveout guaranties and/or environmental indemnity agreements, in connection with the Mortgage Loan.


 


PERSON: Any
individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, entity,
unincorporated organization or government or any agency or political subdivision thereof.


 


PROPERTY MANAGEMENT
AGREEMENT: The term “Property Management Agreement” is defined in the Recitals hereto.


 


PROPERTY MANAGER:
The term “Property Manager” is defined in the Recitals hereto.


 



    	 



    	 



    

 


ARTICLE
II



RETENTION OF ASSET MANAGER


 


(a)          Owner
hereby retains Asset Manager as an independent contractor for the purpose of performing the Services.


 


(b)          Subject
to the terms and conditions set forth herein, Asset Manager agrees to provide advisory, consultation and asset management services
with respect to the Assets in accordance with this Agreement, including, without limitation Article IV hereof (collectively, the
“Services”).


 


ARTICLE
III



TERM OF AGREEMENT


 


Subject to the next
two sentences of this Article III, this Agreement shall initially continue in force and automatically renew annually (the “Term”)
unless earlier terminated in accordance with the terms and conditions of this Article III or Article VI hereof. Notwithstanding
the foregoing, this Agreement shall automatically terminate with respect to the Property and be of no further force or effect
with respect to the Property upon a disposition of the Property or the sale of the controlling interest in Owner that is currently
held by MDA Associates of Illinois, LLC, to a Person who is not an Affiliate of Asset Manager.


 


ARTICLE
IV



ASSET MANAGEMENT DUTIES


 


4.1.          Asset
Manager’s Duties and Responsibilities. Asset Manager’s duties under this Agreement shall be to provide customary
and commercially reasonable advisory, consulting and asset management services for the Asset (i.e., the Services). Subject in
all events to the Limitations on Authority (as defined in Section 4.3 hereof), Asset Manager’s duties shall include, but
not be limited to, the following:


 


(a)          acting
on behalf of Owner with respect to all matters concerning property management, leasing, financing, personnel and asset management
with respect to the Property; provided that, except as otherwise provided in Section 4.3(a) below, Asset Manager may not take
any action that would constitute a Major Decision;


 


(b)          in
coordination with Property Manager, maintaining all books of account and records showing the assets and liabilities, operations,
transactions and financial condition of Owner and its assets as specified in the Operating Agreement;


 


(c)          in
coordination with Owner, managing negotiations with respect to any further modification or extension of the Mortgage Loan, the
replacement of the Mortgage Loan with any new financing or any recapitalization or restructuring of the Property or Owner;


 


(d)          proposing
business and leasing plans and annual budgets for the Property;


 



    	 



    	 



    

 


(e)         calculating
of Net Cash Flow, managing distributions of Net Cash Flow, including (subject to the Owner’s prior written consent in each
instance) the right to withhold distributions of Net Cash Flow and retain Net Cash Flow for Owner;


 


(f)         such
other advice, consultation or asset management services that Owner may request from time to time;


 


(g)         upon
request of the Owner, the Asset Manager shall coordinate and supervise lawyers, accountants and other professionals rendering
services to the Owner in connection with the Property and otherwise;


 


(h)         upon
request of the Owner, the Asset Manager shall monitor the financial situation and progress of the Owner and the Property and assist
the Owner with the design and supervision of measures directed towards increasing the yield and value of the Property;


 


(i)          the
Asset Manager shall perform standard banking services within the reasonable scope of Asset Manager’s responsibility to Owner.
Standard banking services shall include, without limitation, the following: (i) balance reporting and inquiry, (ii) photocopying
and other office services, (iii) electronic lockbox processing, (iv) funds transfers, including federal funds wire transfers,
(v) check disbursement, (vi) stop payments, and (vii) annual audit confirmation requests;


 


(j)          the
Asset Manager shall timely provide to the Owner reports and other information as set forth in the Operating Agreement;


 


(k)          the
Asset Manager shall timely provide all reports and other information and attention required pursuant to the Mortgage Loan and
any documents related thereto;


 


(l)          the
Asset Manager shall oversee the Property Manager under the Property Management Agreement in the day-to-day management of the Property;


 


(m)        the
Asset Manager shall arrange for the purchase of liability and other insurance to protect the Owner’s employees, officers,
property and business;


 


(n)          the
Asset Manager shall invest any Owner funds (by way of example but not limitation) in time deposits, short-term governmental obligations,
or other investments, provided the funds in any such investment vehicle are insured by the Federal Deposit Insurance Corporation
(or its successor or replacement);


 


(o)          subject
to the terms of the Operating Agreement, the Asset Manager shall employ accountants, engineers, architects, surveyors, attorneys,
managing agents, leasing agents, and other experts to perform services for the Owner and arrange to compensate such parties from
Owner funds; and


 


(p)          Subject
to the terms of the Mortgage Loan, the Asset Manager may from time to time open bank accounts, brokerage accounts and other accounts
in the name of the Company, provided, however, the Managers of Owner shall be the sole signatories thereon, unless the Owner directs
the Asset Manager otherwise.


 



    	 



    	 



    

 


4.2.          Standard
of Performance. It is acknowledged and agreed that any recommendations made by Asset Manager in connection with the performance
of its services under this Agreement involve subjective judgments and may result in unanticipated consequences. Notwithstanding
the foregoing, the Asset Manager hereby agrees to use the same diligence, effort, care, prudence, and skill as the Members and
Managers are required to use under the Operating Agreement in the best interest of the Owner, provided that neither it
nor any of its directors, officers, employees or agents shall, in the absence of gross negligence, bad faith or fraud on its part
or on the part of any director, manager, member, shareholder, officer, employee or agent, be liable for any loss or damage which
the Owner may sustain or suffer as a result or in the course of the discharge, by the Asset Manager or any such person of its
duties hereunder. Neither the Asset Manager nor any of its directors, managers, members, shareholders, officers, employees or
agents shall in any case be liable for any act or omission taken or omitted to be taken pursuant to the instructions of the Owner
properly given in accordance with the provisions of the Operating Agreement or pursuant to the requirements of applicable laws.


 


4.3.          Limitations
on Authority. The following subsections shall constitute “Limitations on Authority”:


 


(a)          Asset
Manager hereby acknowledges and agrees that this Agreement is entered into pursuant to the Operating Agreement and that the Operating
Agreement sets forth certain parameters for the management of the Owner and the Property, including “Major Decisions”.
In case of any conflict or inconsistency between any terms, provisions or requirements contained in this Agreement and those terms,
provisions or requirements of the Operating Agreement, the terms, provisions or requirements of the Operating Agreement shall
govern and control. Notwithstanding the foregoing, the parties acknowledge that the delegation and implementation of the Asset
Manager’s duties set forth in Section 4.1 above (subject to the specific limitations therein) is not inconsistent with the
terms, provisions and requirements of the Operating Agreement. Asset Manager is familiar with the terms and conditions of the
Operating Agreement and shall not, and shall have no authority to, take or cause to be taken any action that would constitute
a Major Decision without first receiving reasonable evidence that such action has been duly authorized by the Members as set forth
in by the Operating Agreement.


 


(b)          Asset
Manager acknowledges and agrees that, subject to the express terms of the Operating Agreement, including Section 7.7(c) thereof,
BR VG MDA JV MEMBER, LLC shall have the authority to (i) enforce, on behalf of the Owner, any agreement between the Owner and
the Asset Manager and (ii) make all determinations on behalf of the Owner with respect to said enforcement. Asset Manager and
the Owner acknowledge and agree that the provisions of Section 4.3(a) and this Section 4.3(b) are intended to, and shall, govern
over any conflicting or inconsistent provision of this Agreement, notwithstanding anything to the contrary contained in this Agreement.


 


(c)          The
parties to this Agreement acknowledge that the Owner shall retain ownership of the real property interests in and exclusive control
of the Property and that the Asset Manager shall not acquire title to, any real property interest in, any security interest in,
or any rights of any kind in or to the Property (or any income, receipts or revenues therefrom). The parties further acknowledge
that the retention of the Asset Manager shall in no event constitute an agency and under no circumstance shall the Asset Manager
be deemed an agent of the Owner for any purpose. Under no circumstance shall the Asset Manager (in its capacity as Asset Manager)
represent or hold itself out to any third party as an agent of the Owner.


 



    	 



    	 



    

 


(d)          The
parties acknowledge that the activities of the Asset Manager hereunder shall be subject to the overall right of the Owner to supervise
and monitor the Asset Manager and the Asset Manager shall be subject to direction by the Owner.


 


(e)          The
Asset Manager shall not have the authority, without obtaining the Owner’s prior written approval, which approval may be
given or withheld in the Owner’s sole and absolute discretion, to sell, transfer, finance, pledge or hypothecate the Property
(or any portion thereof) or any interest in the Owner.


 


ARTICLE
V



asset manager’s compensation


 


Asset Manager shall
not be entitled to compensation for its services under this Agreement. Notwithstanding the foregoing, Asset Manager shall be entitled
to reimbursement from Owner of its reasonable out-of-pocket expenses incurred in connection with the performance of the Services
under Article IV of this Agreement; provided, however, that any costs incurred by the Asset Manager for the performance of any
Services which are not generally performed by an asset manager in the normal course of business for properties similar to the
Property shall be paid for solely by BR VG MDA JV MEMBER, LLC.


 


ARTICLE
VI



termination of agreement; procedures upon

termination or expiration of agreement


 


6.1.          Termination.


 


(a)          Owner
may terminate this Agreement (so long as the requisite Members have authorized such termination pursuant to the Operating Agreement)
by written notice to Asset Manager at any time following the occurrence of an Asset Manager Event of Default. As used herein,
the term “Asset Manager Event of Default” shall mean the occurrence of one or more of the following:


 


(i)          the
committing by Asset Manager of fraud or any act constituting willful misconduct or bad faith in any aspect of Asset Manager’s
obligations under this Agreement; or


 


(ii)         the
Asset Manager has failed to observe or perform in any material respect any of the covenants or agreements on the part of the Asset
Manager to be performed under this Agreement, which failure continues unremedied for a period of ten (10) Business Days after
the date on which written notice of such failure requiring the same to be remedied, shall have been given to the Asset Manager
by the Owner; provided that if such failure is of such nature that it cannot reasonably be corrected within such ten (10)
Business Day period, such failure shall not constitute a basis for termination so long as the Asset Manager institutes curative
action within such ten (10) Business Day period and diligently pursues such action to completion and such completion occurs within
sixty (60) days following notice; or


 



    	 



    	 



    

 


(iii)        proceedings
are initiated by the Asset Manager to be adjudicated a voluntary bankrupt, or the Asset Manager voluntarily commences a case under
the bankruptcy code, or voluntarily files a petition or consent seeking reorganization, readjustment, arrangement, composition
or similar relief under the federal bankruptcy laws, or any other similar applicable federal or state law, or consenting to or
failing reasonably to oppose any such proceeding, or consenting to the appointment of a receiver or liquidator or trustee or assignee
in bankruptcy or insolvency of the Asset Manager or of a substantial part of the Asset Manager’s property, or making of
a general assignment for the benefit of creditors, or the Asset Manager admits in writing its inability to pay its debts generally
as they become due; or an involuntary filing in bankruptcy is made against the Asset Manager if any such action is not dismissed
within sixty (60) days after written notice thereof to the Asset Manager; or


 


(iv)        the
removal of the Asset Manager is required pursuant to the Mortgage Loan or by any other documents evidencing financing for the
Property or by any secured lender thereunder; or


 


(v)         if
the BR VG MDA JV MEMBER, LLC or a third party acquires the interests of MDA ASSOCIATES OF ILLINOIS, LLC in the Owner, whether
or not pursuant to any buy/sell right.


 


(b)          Asset
Manager may terminate this Agreement by written notice to Owner at any time following the occurrence of an Owner Event of Default
and the failure to cure such Owner Event of Default within 30 days after written notice thereof. As used herein, the term “Owner
Event of Default” shall mean the failure by Owner to perform any of its obligations in accordance with the terms of
this Agreement or the breach of any agreement or covenant under this Agreement.


 


6.2.          Effect
of Termination. The termination of this Agreement under Section 6.1 shall not affect any right, obligation or liability that
has previously accrued under this Agreement. In the case of the termination by Asset Manager under Section 6.1, Owner shall remain
obligated to pay any amounts provided for in Article V.


 


ARTICLE
VII



MISCELLANEOUS PROVISIONS


 


7.1.          No
Partnership Intended. Nothing in this Agreement shall be deemed or construed to create a co-partnership or joint venture between
the parties hereto, nor shall the parties hereto have any rights or obligations of joint venturers or partners and Asset Manager
shall be an independent contractor.


 


7.2.          Entire
Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises, covenants or undertakings other than those expressly set forth or
referred to herein. This Agreement supersedes any and all prior agreements and understandings between the parties with respect
to such subject matter hereof.


 



    	 



    	 



    

 


7.3.          Amendment;
Counterparts. This Agreement may only be amended in writing signed by both of the parties. This Agreement and any amendment
hereto may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one in the same instrument.


 


7.4.          Benefit
and Burden. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors
and assigns; provided, however, that neither party may assign this Agreement without the prior consent of the other party hereto
except to an Affiliate of the assigning party (which Affiliate shall expressly assume the obligations of the assigning party).
It shall be a condition to the assignment hereof that the assigning party shall execute and deliver such documents as may reasonably
be required to provide for its secondary (contingent) liability in the event that the assignee fails to perform the assigning
party’s obligations hereunder.


 


7.5.          Notices.
Except as otherwise provided in this Agreement, all notices, demands, requests, consents, approvals or other communications (for
the purposes of this Article collectively referred to as “Notices”) required or permitted to be given hereunder
or which are given with respect to this Agreement, in order to constitute effective and valid notice to the other party, shall
be in writing and shall be deemed to have been given when (a) personally delivered with signed delivery receipt obtained, (b)
when transmitted by facsimile machine, if followed by giving of, pursuant to one of the other means set forth in this Section
7.5 before the end of the first business day thereafter, printed confirmation of successful transmission to the appropriate facsimile
number of the address listed below as obtained by the sender from the sender’s facsimile machine, (c) upon receipt, when
sent by prepaid reputable overnight courier or (d) three (3) days after the date so mailed if sent postage prepaid by registered
or certified mail, return receipt requested, in each case addressed as follows:


 


If to
Owner, to:


 


BR VG
MDA JV MEMBER, LLC

c/o Bluerock Real Estate

Heron Tower

70 East 55th Street, 9th Floor


New York,
New York 10022

Attention: Michael L. Konig, Esq.


Facsimile:
646-278-4220_

Email: mkonig@bluerockre.com


 


If to
Asset Manager, to:


 


HOLTZMAN INTERESTS #17A, LLC

c/o Village Green Companies


30833 Northwestern Highway, Suite 300


Farmington Hills, Michigan 48334-2551

Attention: Jonathan Holtzman _

Facsimile: 248-538-2727

Email: jholtzman@villagegreen.com


 






    	 



    	 



    



 


 


7.6.          Separability.
The invalidity or unenforceability of any provision of this Agreement shall not impair the validity of enforceability of any other
provision.


 


7.7.          Governing
Law. This Agreement shall be governed by the internal laws of the State of Illinois without giving effect to the choice of
law provisions thereof. The parties hereby agree to submit all controversies, claims and disputes between them to a court of competent
jurisdiction in the City and State of Illinois, The parties hereto hereby waive their right to a jury trial of any such controversies,
claims or disputes.


 


7.8.          Headings.
The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction
or interpretation of this Agreement.


 


7.9.          No
Waiver. No waiver shall be effective against either party unless it is in writing, signed by that party. No waiver by either
party of any breach of any term or covenant contained in this Agreement shall operate as a waiver of such term or covenant itself
or of any subsequent breach thereof.


 


7.10.         Survival.
The covenants contained in this Agreement which, by their terms, require their performance after the expiration or termination
of this Agreement shall be enforceable notwithstanding the expiration or other termination of this Agreement.


 


7.11.         Limitation
on Liability. No stockholder, partner, member, principal, parent or employee of Asset Manager shall have any liability to
Owner arising hereunder


 


7.12.         Books
and Records. Upon the expiration of this Agreement, the Asset Manager shall deliver to the Owner or its designee all books
of account, correspondence and records belonging to the Owner which are in Asset Manager’s possession.


 


(Remainder of page intentionally blank;
signature page follows.)


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above.


 


OWNER:


 


	 	MDA CITY APARTMENTS, LLC, a Delaware limited liability company
	 	 	 
	 	By:	MDA Associates of Illinois, LLC, its Co-

Manager
	 	 	 
	 	 	By:	Holtzman Interests No. 17, LLC, its 

Manager
	 	 	 	 
	 	 	 	By:	/s/ Jonathan Holtzman
	 	 	 	 	Jonathan Holtzman, Manager
	 	 	 
	 	By:	BR VG MDA JV Member, LLC, its Co-

Manager
	 	 	 
	 	 	By:	Bluerock Special Opportunity + Income Fund, LLC, its Manager
	 	 	 	 
	 	 	 	By:	Bluerock Real Estate, L.L.C.,

 its manager
	 	 	 	 
	 	 	 	 	By:	/s/ Jordan B. Ruddy
	 	 	 	 	 	Jordan B. Ruddy, 

Authorized Signatory


 



    	 



    	 



    

 


 ASSET MANAGER:


 


                                 HOLTZMAN INTERESTS #17A, LLC,

                          a Michigan limited liability company




 


	 	By:	Holtzman Interests No. 17, LLC, its
	 	 	Manager
	 	 	 
	 	 	By:	/s/ Jonathan Holtzman
	 	 	 	Jonathan Holtzman, Manager


 



    	 



    	 



    

 


EXHIBIT A


 


LEGAL DESCRIPTION


 


[SEE ATTACHED]