Exhibit 10.6


 


AMENDMENT TO


AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT


OF


23HUNDRED, LLC


 


THIS AMENDMENT TO AMENDED
AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 23HUNDRED, LLC (this "Amendment"), is made and entered into as of
March 16, 2015 (the "Effective Date"), by BR Stonehenge 23Hundred JV, LLC, a Delaware limited liability company (the
“Member”).


 


RECITALS:


 


WHEREAS, the affairs of
23Hundred, LLC (the "Company") have been governed by an Amended and Restated Limited Liability Company Agreement made
by the Member dated December ___, 2014 (the "Operating Agreement");


 


WHEREAS, the Member desires
to amend the Operating Agreement to reflect the changes described below;


 


NOW THEREFORE, the Member
agrees as follows:


 


AGREEMENT:


 


1.          Purpose.
Section 5 of the Operating Agreement is hereby deleted in its entirety and the following text inserted in lieu thereof:


 


“5.          Purpose.
The purpose of the Company is to engage in any and all lawful businesses or activities in which a limited liability company may
be engaged under applicable law, including, without limitation, ownership of membership interests in BR Park & Kingston Charlotte,
LLC, a Delaware limited liability company, the owner of certain real property commonly known as Park & Kingston and located
at 125 West Park Avenue, Charlotte, Mecklenburg County, North Carolina 28203, together with related personal property (collectively,
the “Property”).”


 


2.          Deletion
of Lender Requirements. Exhibit A of the Operating Agreement and all references in the Operating Agreement to such exhibit
are hereby deleted in their entirety.


 


3.          Miscellaneous.


 


(a)          All
of the provisions of this Amendment and of the Operating Agreement, as amended hereby, are in all respects (including, but not
limited to, all matters of construction, interpretation, performance, breach, and the consequences of breach) to be governed by
and construed in accordance with the internal, substantive laws, without regard to any rules or principles concerning any conflicts
of laws, of the State of Delaware.


 




    	 



    	 



    

 


(b)          The
provisions of this Amendment supersede any and all other communications of the Member concerning the subject matter hereof, and
constitutes the sole and entire agreement of the Member with respect to such subject matter.


 


(c)          Capitalized
terms used but not defined herein shall have the respective meanings assigned in the Operating Agreement.


 


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IN WITNESS WHEREOF, the undersigned
has executed this Amendment effective as of the Effective Date.


 





	 	MEMBER:
	 	 
	 	BR STONEHENGE 23HUNDRED JV, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	BR Berry Hill Managing Member, LLC,
	 	 	a Delaware limited liability
    company, its Member and Manager
	 	 	 
	 	 	By:	BEMT Berry Hill, LLC, a Delaware limited liability company, its Member

and Manager
	 	 	 	 
	 	 	 	By:	Bluerock Residential Holdings, LP, a Delaware limited

partnership, as its Member
	 	 	 	 	 
	 	 	 	 	By:	Bluerock Residential Growth REIT, Inc., a Maryland

corporation, its General Partner
	 	 	 	 	 	 
	 	 	 	 	 	By:	/s/ Michael L. Konig	 
	 	 	 	 	 	 	Name: Michael L. Konig
	 	 	 	 	 	 	Title:   Authorized Signatory




 




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