Exhibit 10.95


 


 


 


CONTRIBUTION AGREEMENT


 


CONTRIBUTION OF BR SPRINGHOUSE MANAGING
MEMBER, LLC INTERESTS


 


FROM


 


BLUEROCK SPECIAL OPPORTUNITY + INCOME
FUND, LLC 


 


TO


 


BLUEROCK RESIDENTIAL GROWTH REIT, INC.


 




    	 



    	 



    

 


CONTENTS


 


	Clause	 	Page
	Article 1.	SCHEDULE; DEFINITIONS; CONSIDERATION	 	
	 	 	 	 
	1.1	Schedule	 	2
	1.2	Definitions	 	2
	1.3	Consideration	 	2
	1.4	Reserved	 	2
	1.5	Descriptive Headings; Word Meaning	 	 
	 	 	 	 
	Article 2.	INSPECTION	 	 
	 	 	 	 
	2.1	Due Diligence; Inspection	 	2
	2.2	Contributor’s Delivery of Specified Documents	 	3
	2.3	Title and Survey	 	3
	2.4	Objection Notice	 	3
	 	 	 	 
	Article 3.	OPERATIONS AND RISK OF LOSS	 	 
	 	 	 	 
	3.1	Ongoing Operations	 	4
	3.2	Damage	 	5
	3.3	Condemnation	 	5
	3.4	Certain Tax Matters	 	6
	 	 	 	 
	Article 4.	CLOSING	 	 
	 	 	 	 
	4.1	Closing	 	6
	4.2	Conditions to the Parties’ Obligations to Close	 	6
	4.3	SOIF’s Deliveries	 	8
	4.4	REIT’s Deliveries	 	8
	4.5	Closing Statements	 	9
	 	 	 	 
	Article 5.	PRORATIONS; COSTS	 	 
	 	 	 	 
	5.1	Prorations	 	9
	5.2	Post-Closing Corrections	 	9
	5.3	Costs; Transfer Taxes	 	9
	5.4	Sales Commissions	 	9
	5.5	Excluded Obligations and Assets	 	10
	 	 	 	 
	Article 6.	REPRESENTATIONS AND WARRANTIES	 	 
	 	 	 	 
	6.1	Contributor’s Representations and Warranties as to Contributor	 	10
	6.2	Contributor’s Representations and Warranties as to SOIF Springhouse Interests and Companies 	 	11
	6.3	Contributor’s Representations and Warranties as to the Property	 	13
	6.4	Reserved	 	14
	6.5	Reserved	 	14
	6.6	REIT’s Representations and Warranties	 	14
	6.7	Limitations; Definition of Knowledge	 	16
	6.8	Survival of Representations and Warranties	 	16
	 	 	 	 
	Article 7.	DEFAULT AND REMEDIES	 	 
	 	 	 	 
	7.1	Contributor’s Default	 	16


 




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	7.2	REIT’s Default	 	16
	 	 	 	 
	Article 8.	INDEMNIFICATION AND LIMITATION ON LIABILITY	 	 
	 	 	 	 
	8.1	Indemnification from SOIF to REIT	 	17
	8.2	Limitation on SOIF’s Liability	 	17
	8.3	Pledge Agreement	 	17
	8.4	Reserved	 	18
	8.5	Reserved	 	18
	8.6	Indemnification from REIT to SOIF	 	18
	8.7	Limitation on REIT’s Liability	 	18
	8.8	Survival	 	18
	 	 	 	 
	Article 9.	MISCELLANEOUS	 	 
	 	 	 	 
	9.1	Parties Bound	 	18
	9.2	Headings; Entirety; Amendments	 	18
	9.3	Invalidity and Waiver	 	19
	9.4	Governing Law; Calculation of Time Periods; Time	 	19
	9.5	No Third Party Beneficiary	 	19
	9.6	Confidentiality	 	19
	9.7	Enforcement Expenses	 	19
	9.8	Notices	 	19
	9.9	Construction	 	20
	9.10	Execution in Counterparts	 	20
	9.11	Further Assurances	 	20
	9.12	Waiver of Jury Trial; Forum	 	20
	9.13	Mutual Execution	 	20
	9.14	Cooperation	 	20
	9.15	Exclusivity	 	21


 




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CONTRIBUTION AGREEMENT


SCHEDULE OF EXHIBITS AND APPENDICES


 


	
        Schedule 1.1

        Exhibit A
	 	
        -

        -
	 	
        Contributor, Acquiror, Interest to be Acquired and Allocated
        Purchase Price

        Property Description

	Exhibit B	 	-	 	Org Chart
	Exhibit C	 	-	 	Form of Lock-up Agreement
	Exhibit D	 	-	 	Form of Pledge Agreement
	Appendix 1.2	 	-	 	Defined Terms


 




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CONTRIBUTION AGREEMENT


 


This Contribution Agreement
(this “Agreement”) is made as of the Effective Date (defined below), by and among BLUEROCK SPECIAL OPPORTUNITY
+ INCOME FUND, LLC, a Delaware limited liability company (“SOIF” or “Contributor”) and BLUEROCK
RESIDENTIAL GROWTH REIT, INC., a Maryland corporation (“REIT”).


 


RECITALS


 


A.          SOIF
is a manager of, and the owner and holder of a 49% limited liability company interest in, BR Springhouse Managing Member,
LLC, a Delaware limited liability company (“BR Springhouse JV Member”).


 


B.           BR
Springhouse JV Member is the owner and holder of a 75% limited liability company interest in BR Hawthorne Springhouse JV,
LLC, a Delaware limited liability company (“BR Hawthorne Springhouse JV”). Hawthorne Springhouse, LLC, a North
Carolina limited liability company (“Hawthorne LLC”), which is unrelated to SOIF and BR Springhouse JV Member,
owns 25% of BR Hawthorne Springhouse JV. BR Hawthorne Springhouse JV owns 100% of BR Springhouse, LLC, a Delaware limited
liability company (“Springhouse Titleholder”), which is the fee simple owner and holder of the Springhouse Property
(as defined in Appendix 1.2).


 


C.           BR
Hawthorne Springhouse JV is managed by BR Springhouse JV Member, and the Springhouse Property is managed on a day-to-day basis
by Hawthorne Residential Partners, LLC (“Property Manager”).


 


D.           REIT
is the parent and general partner of Bluerock Residential Holdings, LP, a Delaware limited partnership (“Operating Partnership”).
REIT intends to conduct an underwritten public offering of its shares of Class A common stock pursuant to an effective registration
statement filed with the Securities and Exchange Commission (such underwritten public offering, the “IPO”).


 


E.           Subject
to, inter alia, the completion of the IPO, SOIF desires to contribute, and REIT desires to accept the contribution from SOIF, of
all of SOIF’s right, title and interest in its 49% limited liability company interest in the BR Springhouse JV Member free
and clear of Encumbrances (the “SOIF Springhouse Interests” or the “Springhouse Interests”),
and the parties desire to amend the management structure of BR Springhouse JV Member in connection therewith, after which SOIF
shall have no further right, title or interest in BR Springhouse JV Member or its subsidiaries.


 


F.           Through
the aforesaid contribution, and in accordance with the other terms and conditions of this Agreement, REIT intends to acquire the
Springhouse Interests by directing SOIF to convey the Springhouse Interests to the Operating Partnership’s wholly owned subsidiary,
BEMT Springhouse, LLC, a Delaware limited liability company (“BEMT Springhouse”), in consideration for which
REIT shall pay cash to Contributor, as provided herein. In consideration of REIT directing SOIF to convey the Springhouse Interests
to BEMT Springhouse, the Operating Partnership shall issue to Bluerock REIT Holdings, LLC, a Delaware limited liability company
and wholly-owned subsidiary of REIT, the Issued OP Units (as hereinafter defined). BEMT Springhouse is currently co-manager of,
and the owner and holder of a 51% limited liability company interest in, BR Springhouse JV Member.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Contributor and REIT agree as follows:


 




    	 



    	 



    

 


ARTICLE 1. SCHEDULE; DEFINITIONS; CONSIDERATION


 


1.1 Schedule.
Schedule 1.1 and the following basic terms are made a part of this Agreement:


 


	Consideration:	 	For the Springhouse Interests, REIT shall deliver to SOIF the consideration as more fully set forth in Section 1.3, subject to adjustment for prorations and other adjustments as elsewhere provided herein.
	 	 	 
	Effective Date:	 	March 10, 2014
	 	 	 
	Due Diligence Period:	 	The period ending
at 5:30 p.m. (New York, NY time) on March 21, 2014.
	 	 	 
	Closing Date:	 	The date of the closing of the IPO or such other post-IPO date which has been mutually agreed upon by the REIT and SOIF (collectively, the “Parties,” individually each a “Party”), subject to an outside closing date of June 30, 2014, unless extended by mutual agreement of the Parties.
	 	 	 
	Notice Addresses:	 	See Section 9.8 herein.


 


1.2 Definitions.
Certain terms, capitalized but not defined in the body of this Agreement or otherwise designated in Section 1.1 hereof,
shall have the meanings ascribed to them on Appendix 1.2 attached hereto.


 


1.3 Consideration.
In accordance with the Recitals set forth above, which Recitals are incorporated into this Agreement and made a part hereof, the
Contributor agrees to contribute, and the REIT agrees to accept, the Springhouse Interests for the consideration set forth below
(the “Consideration”) and on the terms and conditions otherwise contained in this Agreement.


 


(a)          At
Closing, provided all conditions precedent set forth herein have been satisfied, including, but not limited to the Transaction
Conditions, SOIF shall contribute, transfer, assign, convey and deliver to REIT, absolutely and unconditionally, and free and clear
of all Liens except as otherwise set forth herein, all of SOIF’s right, title and interest in the Springhouse Interests.
The contribution and assumption of the Springhouse Interests shall be evidenced by the SOIF Assignment of Interests (as hereinafter
defined).


 


(b)          REIT
shall pay a sum equal to $3,551,502 (minus the amount payable to Bluerock Real Estate, L.L.C. or an affiliate pursuant to Section
5.4 hereof, which shall be paid directly to such entity), in U.S. currency, by wire transfer of immediately available
funds, to SOIF into an account designated in writing by SOIF prior to Closing.


 


1.4 [Reserved]


 


1.5 Descriptive
Headings; Word Meaning. The descriptive headings of the paragraphs of this Agreement are inserted for convenience only
and shall not control or affect the meaning or construction of any provisions of this Agreement. Words such as “herein,”
“hereinafter,” “hereof” and “hereunder” when used in reference to this Agreement, refer to
this Agreement as a whole and not merely to a subdivision in which such words appear, unless the context otherwise requires. The
singular shall include the plural and the masculine gender shall include the feminine and neuter, and vice versa, unless the context
otherwise requires. The word “including” shall not be restrictive and shall be interpreted as if followed by the words
“without limitation.”


 


ARTICLE 2. INSPECTION


 


2.1 Due Diligence;
Inspection. REIT shall have the Due Diligence Period in which to examine and inspect the Springhouse Interests, BR Springhouse
JV Member, BR Hawthorne Springhouse JV, Springhouse Titleholder (collectively, BR Springhouse JV Member, BR Hawthorne Springhouse
JV, and Springhouse Titleholder shall be referred to herein as the “Companies”) and the Springhouse Property
to determine, in its sole discretion, whether the Springhouse Interests, the Companies and the Property are satisfactory to the
REIT. The REIT and other parties designated by it (collectively, “REIT’s Representatives”) shall have
reasonable access to all books and records for the Springhouse Property and the Companies that are in Contributor’s possession
or control for the purpose of conducting due diligence and shall, subject to the rights of tenants under Leases, be able to conduct
and complete such surveys, inspections and tests (including reasonable intrusive inspection and sampling), as may be required by
the REIT, subject to the limitations set forth herein. In the course of its investigations, but subject to the provisions of Section 9.6,
the REIT may make inquiries to third parties, including, without limitation, municipal, local and other government representatives.


 




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If any inspection or
test damages the Property, REIT will promptly restore at its sole expense the Property to its condition immediately prior to any
such inspection or test. Notwithstanding the foregoing, REIT shall not conduct any soil borings, core samples or other invasive
testing without the prior written consent of Contributor (and also without the prior written consent of Hawthorne LLC to the extent
Contributor determines such consent must be obtained), which consent by Contributor will not be unreasonably withheld, delayed
or conditioned and which shall be deemed given by Contributor unless the Contributor provides written notice of objection to REIT,
specifying the basis for such objection, within three (3) days after submission by REIT of a written request for such testing.
REIT shall indemnify, defend, and hold Contributor, Springhouse Titleholder, Hawthorne LLC and Property Manager harmless from any
liens arising out of its inspections as well as any claims asserted by third parties against Contributor, Springhouse Titleholder,
Hawthorne LLC or Property Manager (other than those arising out of the gross negligence or willful misconduct of Contributor, Springhouse
Titleholder, Hawthorne LLC or Property Manager or any of their respective Affiliates (other than REIT, its Subsidiaries and its
Advisor)) to recover for personal injury or property damage as a result of REIT’s or REIT’s Representatives’
entry onto the Property; provided, however, the indemnity shall not extend to protect Contributor, Springhouse Titleholder, Hawthorne
LLC and Property Manager from any pre-existing liabilities for matters merely discovered by REIT (i.e., latent environmental contamination)
so long as REIT’s actions do not intentionally exacerbate such pre-existing liability. REIT shall procure and continue in
force from and after the date REIT and REIT’s Representatives first enter the Property, and continuing throughout the term
of this Agreement, liability insurance of not less than $1,000,000. Prior to entering the Property, REIT shall provide to Contributor
a certificate of insurance evidencing such coverage and naming Springhouse Titleholder and Property Manager as additional insured
parties. REIT’s obligations under this Section 2.1 shall survive the termination of this Agreement for a period
of twelve (12) months.


 


2.2 Contributor’s
Delivery of Specified Documents. Upon REIT’s written request, Contributor or its agents shall provide, subject to
the provisions of Section 9.6, the REIT with access to a virtual data room containing any reasonable information sought
by REIT (and not otherwise already in REIT’s possession) with respect to the Springhouse Interests, the Companies and the
Property. Information concerning the Property shall collectively be referred to herein as the “Property Information”,
and information concerning the Springhouse Interests and the Companies shall collectively be referred to herein as the “Company
Information”. During the pendency of this Agreement, (i) Contributor shall post in the virtual data room any document
described above as and when it comes into Contributor’s possession or control or is produced by Contributor, after the initial
delivery of the Property Information; and (ii) Contributor shall endeavor to keep REIT reasonably informed as to the material
operation of the Property, and at the written request of the REIT, shall post in such virtual data room copies of leasing status
reports, operating statements and other management reports with respect to the Property prepared in the ordinary course of business.
Without limiting the foregoing, Contributor shall make all other documents, files and information requested by REIT (and not otherwise
already in REIT’s possession) concerning the Property and the Companies in the possession or control of Contributor available
for REIT’s inspection in such virtual data room or such other location as the parties may reasonably agree.


 


2.3 Title and
Survey. REIT, at its own expense, may, during the Due Diligence Period, order (i) any owner lien searches (or other
title updates) with respect to the Property, (ii) such surveys or updates to existing surveys with respect to the Property
as it desires and (iii) such UCC, judgment, and tax lien searches with respect to Contributor, the Companies and the Property
as it desires. Contributor shall cooperate and shall cause other parties to cooperate with REIT’s inspections under this
Section.


 


2.4 Objection
Notice. If REIT is not satisfied in its sole discretion with any of its inspections, reviews or with any other matter concerning
the Property or the Companies, REIT may, either (i) on or prior to the expiration of the Due Diligence Period, terminate this
Agreement by notice to Contributor, in which event no party shall have further obligations hereunder, except for the payment of
certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1,
or (ii) on or prior to March 18, 2014, raise certain objections by providing notice to Contributor in writing (the “Objection
Notice”), which Objection Notice may, at REIT’s option, specify in reasonable detail which matters (collectively,
the “Objections”) REIT does not find satisfactory with respect to the Property and the Companies.


 




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If REIT timely provides
an Objection Notice, then Contributor shall have two (2) Business Days after receipt of such Objection Notice to notify REIT in
writing as to whether it intends to remove, or cause to be corrected to REIT’s reasonable satisfaction, prior to Closing
any of such Objections, and removal or correction of any such Objections which Contributor elects to remove or correct (or is obligated
to remove or correct hereunder) shall be a condition to REIT’s obligation to close (collectively, “Mandatory Cure
Items”). Anything herein to the contrary notwithstanding, Contributor shall not have any obligation to remove or correct
any Objections other than voluntary Encumbrances of the Springhouse Interests or the Property (but not including liens and security
interests securing the Loans), or any other Objections which Contributor elects to cure as provided above, all of which shall be
removed by Contributor on or before Closing. The Closing Date may be extended if needed to allow sufficient time for Contributor
to remove or cure such Mandatory Cure Items. The foregoing notwithstanding, Contributor shall be required to (i) remove any
mechanic’s or material liens encumbering the Property or (ii) cause such liens to be bonded over or secured to REIT’s
reasonable satisfaction.


 


If Contributor does
not elect in writing within such two (2) Business Day period to remove or correct any Objection to REIT’s reasonable satisfaction,
then REIT (i) shall elect by written notice to Contributor on or prior to the expiration of the Due Diligence Period, to terminate
this Agreement and neither party shall have any further obligations hereunder, except for the payment of certain expenses pursuant
to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or (ii) shall
accept the Springhouse Interests and the Property subject to any Objections (other than Mandatory Cure Items), and proceed to close
as to all of the Springhouse Interests, with the further right to deduct from the Consideration amounts required to remove any
Mandatory Cure Items that are liens of an ascertainable amount and that are not removed by Contributor on or before Closing.


 


If this Agreement is
not terminated on or prior to the expiration of the Due Diligence Period, then REIT shall proceed to close under this Agreement
subject only to the satisfaction of REIT’s closing conditions set forth in Section 4.2 of this Agreement.


 


ARTICLE 3. OPERATIONS AND RISK OF LOSS


 


3.1 Ongoing Operations.
From the Effective Date through the Closing Date:


 


(a)          Operation
of Property. Contributor shall use Commercially Reasonable Efforts to cause Springhouse Titleholder to maintain the Property
in substantially its current condition, subject to ordinary wear and tear, natural deterioration and obsolescence between the Effective
Date and the Closing Date, and in material compliance with all applicable Laws. Except as necessary to comply with the preceding
sentence or to make the Real Property suitable for use by new tenants, Contributor shall not make or permit any material alterations
to the Property or any portion thereof without REIT’s prior written consent, which shall not be unreasonably withheld, conditioned
or delayed. Contributor will use Commercially Reasonable Efforts to cause each Company to perform its material obligations under
all Leases, Service Contracts and other agreements that may affect it or the Property or the Springhouse Interests. Contributor
will not remove or permit the removal of any Personal Property except as may be required for necessary repair or replacement, and
repair and replacement shall be of equal quality and quantity as existed as of the time of its removal. Neither Contributor nor
its employees, agents or contractors, shall knowingly or intentionally take or permit to be taken any action that causes Contributor’s
representations or warranties hereunder to become materially untrue or that causes one or more of REIT’s conditions to Closing
to be unsatisfied or knowingly or intentionally fail to take any action within its actual control that is required to cause Contributor’s
representations and warranties hereunder to be true in all material respects.


 


(b)          New
Contracts and Exclusivity. Contributor shall not, and shall not knowingly or intentionally cause or permit any of Companies
to, (i) without REIT’s prior written consent (which may be withheld in REIT’s reasonable discretion through to
the expiration of the Due Diligence Period and in REIT’s sole discretion after the end of the Due Diligence Period), amend,
grant concessions or waivers regarding or under, or enter into any material contract or other agreement that will be an obligation
affecting any of the Companies or the Property after Closing or binding on any of the Companies after Closing, except Leases or
Service Contracts in the ordinary course of business consistent with past practices (and consistent with then-current concessions
and parameters) and contracts terminable by any of the Companies without penalty on no later than 60 days’ notice, or (ii) list
the Springhouse Interests or the Property with any broker or otherwise solicit, negotiate or accept any offers to sell all or any
part of the Springhouse Interests or the Property or any interest therein or in any of the Subsidiaries. If REIT fails to respond
to a request of Contributor for consent required by Section 3.1(b)(i) within five (5) days after REIT’s receipt
of Contributor’s written request and all information reasonably required in order to make an informed decision, REIT shall
(A) prior to the expiration of the Due Diligence Period, be deemed to have consented to Contributor taking such proposed action
and (B) after the expiration of the Due Diligence Period, be deemed to have objected to such proposed action.


 




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(c)          Maintenance
of Permits and Insurance. Contributor shall use Commercially Reasonable Efforts to cause each of the Companies to maintain
in existence all licenses, permits and approvals necessary or reasonably appropriate to the ownership, operation or improvement
of their own legal status and the Property as well as all insurance currently affecting the Property.


 


(d)          Leasing.
Contributor shall not, and shall not knowingly or intentionally, cause or permit Springhouse Titleholder, BR Hawthorne Springhouse
JV or BR Springhouse JV Member to enter into any Leases, or grant any lease concessions, incentives or waivers, except in the ordinary
course of business consistent with past practices.


 


(e)          Loan
Documents. Contributor will use Commercially Reasonable Efforts to cause the Companies to timely comply with all of the terms
and conditions of the Loan Documents. Except for any amendments expressly contemplated hereby or unless necessary to avoid or cure
any default thereunder or unless required by any Lender, Contributor shall not knowingly or intentionally cause or permit any of
the Companies to amend or terminate the Loan Documents without REIT’s prior written consent (which may be withheld in REIT’s
reasonable discretion prior to the expiration of the Due Diligence Period and in REIT’s sole discretion after the end of
the Due Diligence Period).


 


(f)          Property
Encumbrances. Except for any liens and security interests securing the Loans or any liens resulting from REIT’s (or REIT’s
Representatives’) activities at or on the Property pursuant to this Agreement, Contributor shall not create or acquiesce
to the creation of, and shall not knowingly or intentionally permit Springhouse Titleholder to create or acquiesce to the creation
of, any Encumbrances to title with respect to the Property other than the Existing Title Exceptions with respect to the Property,
without in each case the prior written consent of REIT, which consent may not be unreasonably withheld, conditioned or delayed
prior to the expiration of the Due Diligence Period, but which may be withheld in REIT’s sole discretion following the expiration
of the Due Diligence Period.


 


(g)         Ownership
Interests. Contributor shall not, and shall not knowingly or intentionally permit the Companies to, sell, assign, convey, transfer,
pledge, hypothecate or otherwise Encumber any membership or partnership interest in any of the Companies, other than the assignment
of the Springhouse Interests pursuant to this Agreement. Any such action taken by Hawthorne LLC or Property Manager shall be outside
of the scope of this Agreement.


 


3.2 Damage.
Risk of loss up to and including the Closing Date shall be borne by Contributor. Contributor shall promptly give REIT written notice
of any damage to the Property, describing such damage, stating whether such damage and loss of rents is covered by insurance and
the estimated cost of repairing such damage. In the event of any “Material Damage” (described below) to the Property,
REIT may, at its option, by written notice to Contributor given within three (3) Business Days after Contributor has provided the
above described notice (and if necessary the Closing Date shall be extended to give REIT the full three (3) Business Day period
to make its election) to: (i) terminate this Agreement, or (ii) proceed under this Agreement and receive a credit at
Closing for Contributor’s applicable interest of any applicable deductible amount under any insurance policies. If REIT fails
to timely make such election, REIT shall be deemed to have elected to terminate this Agreement. If the Property is not materially
damaged, then (x) REIT shall not have the right to terminate this Agreement and (y) at Closing, REIT shall receive a credit for
Contributor’s applicable interest of any applicable deductible amount under said insurance policies and any uninsured loss.
“Material Damage” and “Materially Damaged” means, with respect to the Property, damage which
in REIT’s and Contributor’s reasonable estimation (based on a third party report, prepared by a qualified third party,
that is mutually acceptable to REIT and Contributor, each acting in its reasonable discretion) exceeds $100,000 to repair. Such
third party report shall not be required where it is evident that such damage will not exceed $100,000 to repair.


 


3.3 Condemnation.
In the event any proceedings in eminent domain are threatened in writing or instituted against any portion of the Property by any
Governmental Authority having the power of eminent domain, this Agreement shall automatically terminate.


 




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3.4 Certain Tax
Matters.


 


(a)          Between
the Effective Date and the Closing Date, Contributor shall give, subject to the provisions of Section 9.6 below, REIT and
REIT’s Representatives full access at their own expense to all books, records and tax returns of or relating to the Springhouse
Interests, whether in possession of Contributor or any of its Affiliates or any third-party professional advisor or representative
of Contributor, in order that REIT may have full opportunity to make such investigations as they shall desire to make of the Springhouse
Interests for tax purposes. Contributor shall use Commercially Reasonable Efforts to cause all of its respective third-party advisors
and representatives, including without limitation accountants and attorneys, to fully cooperate and be available to REIT (at its
sole expense) in connection with such investigation.


 


(b)          The
parties will account for the transactions contemplated hereby for all purposes (including GAAP and tax accounting) as a contribution
by the Contributor of its membership interests in BR Springhouse JV Member to the REIT in a taxable transaction for U.S. Federal
income tax purposes.


 


ARTICLE 4. CLOSING


 


4.1 Closing.
The Closing shall occur on the Closing Date. The transactions described herein shall be closed by means of concurrent delivery
of the documents of title, transfer of interest and the Consideration. Closing shall take place at the offices of Kaplan Voekler
Cunningham & Frank, PLC, 1401 East Cary Street, Richmond, Virginia 23219, or such place as the parties hereto may agree upon.
If the Closing has not occurred on or before June 30, 2014 (except as such date may be further extended by mutual agreement
of the Parties), this Agreement shall expire and terminate with no further action required, subject only to the provisions hereto
which expressly survive termination.


 


4.2 Conditions
to the Parties’ Obligations to Close.


 


(a)          Transaction
Conditions.


 


A.           As
a condition to REIT’s obligation to close, any notice to the Lender to the conveyance of the Springhouse Interests as a permitted
transfer required under any of the Loan Documents shall have been delivered to Lender in accordance with the applicable Loan Documents,
and any terms and conditions imposed by any such Lender in connection with the conveyance shall be satisfactory to the REIT in
its sole discretion.


 


B.           As
a condition to REIT’s obligation to close, the REIT or its direct or indirect owners or subsidiaries may be obligated to
assume personal liability for certain undertakings under the Loan Documents, as reasonably required by Lender as a condition to
granting its consent to the proposed transfer. However, none of the REIT or any of its direct or indirect owners shall be obligated
to assume any liabilities directly related to the Springhouse Interests, and at Closing all of the Springhouse Interests will be
free from third-party loans and security interests, including without limitation any lien arising under the KeyBank Line of Credit,
but will remain subject to the Loans and all liens and security interests associated therewith.


 


C.           As
a condition to REIT’s obligation to close, as of the Closing Date, there shall not exist any uncured event of default under
the Loan Documents and Springhouse Titleholder shall have paid in full all interest and other amounts (including, without limitation,
installments of principal and interest and any applicable fees, charges or penalties) that are then due and payable under the Loan
Documents to which it is a party at or prior to Closing.


 


D.           As
a condition to REIT’s obligation to close, as of the Closing Date, the REIT shall have completed its IPO (“IPO Completion”).


 


E.           As
a condition to REIT’s obligation to close, as of the Closing Date, Hawthorne LLC, or its successors or assigns, shall have
agreed to modify the terms and conditions of the BR Hawthorne Springhouse JV’s operating agreement or limited liability company
agreement (the “BR Hawthorne Springhouse JV Operating Agreement”) relative to control of the entity to the satisfaction
of the REIT in its sole discretion, if necessary.


 




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The conditions precedent set forth in this
Section 4.2(a), are referred to collectively in this Agreement as the “Transaction Conditions”.
If REIT does not exercise its right to terminate this Agreement on or before the expiration of the Due Diligence Period pursuant
to Section 2.4, following the expiration of the Due Diligence Period, Contributor shall use Commercially Reasonable Efforts
to cause the Transaction Conditions (other than the IPO Completion) to be satisfied and REIT agrees to cooperate in good faith
and with reasonable diligence with such efforts (and to use Commercially Reasonable Efforts to cause IPO Completion to occur).
At Closing, REIT shall pay to Contributor (or reimburse Contributor, as applicable, with respect to) (i) any and all payments required
to be made to or on behalf of any Lender in order to procure its consent to this transaction and (ii) any and all of the reasonable
legal fees of counsel incurred in connection with satisfaction of the Transaction Conditions in Section 4.2(a)(A). REIT
shall have the right to participate with Contributor in respect to negotiation with each Lender concerning satisfaction of the
Transaction Conditions.


 


(b)          Title.
It shall be a condition to REIT’s obligation to close that title to the Property is vested of record in Springhouse Titleholder
on the Closing Date, subject only to the Permitted Exceptions and any liens resulting from REIT’s (or REIT’s Representatives’)
activities at or on the Property pursuant to this Agreement or BEMT Springhouse’s actions (or those of its officers, employees
or agents).


 


(c)          Mutuality
of Obligations to Close. The obligation of each Party to consummate the Closing shall be contingent upon the satisfaction of
all conditions precedent to such Party’s obligation to close.


 


(d)          Performance
Conditions. The obligation of Contributor to consummate the Closing shall be contingent upon the following: (i) the
REIT’s representations and warranties contained herein shall be true and correct in all material respects as of the date
of this Agreement and the Closing Date, except to the extent the inaccuracy of which would not have a Material Adverse Effect,
without giving effect to any knowledge based qualifications; (ii) as of the Closing Date, the REIT shall have performed its
obligations hereunder that are to be performed on or prior to the Closing Date and all deliveries to be made at or prior to the
Closing Date (including, without limitation, delivery of the Consideration) shall have been tendered; and (iii) the Closing
Date shall be no later than June 30, 2014, unless such date is mutually extended by the Parties. The obligation of REIT to consummate
the Closing shall be contingent upon the following: (x) the Contributor’s representations and warranties contained herein
shall be true and correct in all material respects as of the date of this Agreement and the Closing Date, except to the extent
the inaccuracy of which would not have a Material Adverse Effect, without giving effect to any knowledge based qualifications;
and (y) as of the Closing Date, Contributor shall have performed its obligations hereunder that are to be performed on or
prior to the Closing Date and all deliveries to be made at or prior to the Closing Date shall have been tendered (other than the
failure by Contributor to provide or make available any immaterial document or information in accordance with Section 2.2).


 


(e)          Other
Mutual Conditions. The obligation of the Contributor, on the one hand, and the REIT, on the other hand, to consummate the Closing
shall be contingent upon the following: (i) there shall exist no actions, suits, arbitrations, claims, attachments, proceedings,
assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings pending against any other
Party that would have Material Adverse Effect on the operation or value of the Property (or with respect to REIT’s obligation
to close, any of the Companies) or the other Party’s ability to perform its obligations under this Agreement; and (ii) all
other conditions set forth in this Agreement to the other Party’s obligation to close shall have been satisfied or waived
in writing by such other Party.


 


(f)          Uncured
Violations. As a condition to REIT’s obligation to close, there shall be no notice issued after the expiration of the
Due Diligence Period of any material violation or alleged material violation of any applicable Law, with respect to the Property
or any of the Companies, which has not been corrected to the reasonable satisfaction of REIT, except where same caused by the actions
of BEMT Springhouse (or its officers, employees or agents).


 




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(g)          Failure
of Condition. So long as a Party is not in default hereunder beyond any applicable notice and cure periods, if any condition
to such Party’s obligation to proceed with the Closing set forth in this Agreement has not been satisfied as of the Closing
Date (as it may have been mutually extended by the Parties), such Party may, in its sole discretion, (i) terminate this Agreement
in whole by delivering written notice to the other Party on or before the Closing Date, or (ii) elect on or before the Closing
Date to effect the Closing, notwithstanding the non-satisfaction of such condition, in which event such Party shall be deemed to
have waived any such condition. Any failure of a Party to make an election on or before the Closing Date under clauses (i) or (ii)
above, shall be deemed an election under clause (i) above.


 


4.3 SOIF’s
Deliveries. On or before the Closing Date, SOIF shall deliver or cause to be delivered directly to REIT the following,
each such document being duly executed and, where appropriate, in recordable form and notarized:


 


(a)          Assignment
of Interest. Two counterparts of an assignment of SOIF Springhouse Interests in form reasonably satisfactory to REIT, executed
by SOIF and BR Springhouse JV Member, which assignment shall include, but not be limited to, all ownership and possession of and
all voting rights and interests in the capital, profits and losses of the SOIF Springhouse Interests plus any property distributable
therefrom (the “SOIF Assignment of Interests”);


 


(b)          FIRPTA.
The certification of SOIF as to non-foreign status (the “FIRPTA Certificate”);


 


(c)          Authority.
Evidence of the existence, organization and authority of SOIF and of the authority of the persons executing documents on behalf
of SOIF reasonably satisfactory to REIT;


 


(d)          Transaction
Condition Documents. Such documents and deliveries from or on behalf of SOIF or Springhouse Titleholder or Affiliate of any
of them as may be reasonably required to satisfy the Transaction Conditions;


 


(e)          Bring-Down
Certificate. A written certification by SOIF to REIT certifying that SOIF’s representations and warranties in Article 6
of this Agreement are true and correct in all material respects as of the Closing Date, except as expressly disclosed in such certificate
and except to the extent the inaccuracy of which would not have a Material Adverse Effect;


 


(f)          Amended
Operating Agreement. An amended BR Hawthorne Springhouse JV Operating Agreement in accordance with Section 4.2(a)(E)
above, duly executed by Hawthorne LLC and BR Springhouse JV Member, which has been approved in writing by the REIT, if necessary;


 


(g)          Updated
Rent Roll and Schedule of Service Contracts. An updated Rent Roll and updated schedule of Service Contracts, dated not earlier
than 10 days prior to the Closing Date;


 


(h)          Lock-up
Agreement. The Lock-up Agreement, signed by or on behalf of Bluerock Multifamily Advisor, LLC, substantially in the form attached
hereto as Exhibit C;


 


(i)          Pledge
Agreement. The Pledge Agreement (as hereinafter defined), executed by or on behalf of SOIF, substantially in the form attached
hereto as Exhibit D;


 


(j)          [Reserved]


 


(k)          Other
Deliveries. Such other documents, certificates and instruments reasonably necessary in order to effectuate the transactions
described herein, including without limitation, transfer tax declarations, broker lien waivers, and any other Closing deliveries
required to be made by or on behalf of SOIF.


 


4.4 REIT’s
Deliveries. On or before the Closing Date, REIT shall deliver or cause to be delivered to SOIF the following, each such
document being duly executed and, where appropriate, in recordable form and notarized:


 


(a)          Assignment
of Interests. Two counterparts of SOIF Assignment of Interests;


 


(b)          Authority.
Evidence of the existence, organization and authority of REIT and of the authority of the persons executing documents on behalf
of REIT reasonably satisfactory to SOIF;


 




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(c)          Transaction
Condition Documents. Such documents and deliveries from or on behalf of REIT, Operating Partnership, BEMT Springhouse or Affiliate
of any of them as may be reasonably required to satisfy the Transaction Conditions;


 


(d)          Bring-Down
Certificate. A written certification by REIT to SOIF certifying that REIT’s representations and warranties in Article 6
of this Agreement are true and correct in all material respects as of the Closing Date, except as expressly disclosed in such certificate
and except to the extent the inaccuracy of which would not have a Material Adverse Effect;


 


(e)          Consideration.
The Consideration for the Springhouse Interests, plus or minus applicable prorations and adjustments as provided herein;


 


(f)          [Reserved]


 


(g)          Pledge
Agreement. The Pledge Agreement (as hereinafter defined), executed by or on behalf of the REIT, substantially in the form attached
hereto as Exhibit D; and


 


(h)          Other
Deliveries. Such other documents, certificates and instruments reasonably necessary in order to effectuate the transactions
described herein, including without limitation, transfer tax declarations, broker lien waivers, and any other Closing deliveries
required to be made by or on behalf of REIT.


 


4.5 Closing Statements.
On or before the Closing Date, SOIF and REIT shall execute closing statements consistent with this Agreement.


 


ARTICLE 5. PRORATIONS; COSTS


 


5.1 Prorations.
REIT and Contributor agree to use customary commercially reasonable practices to determine all prorations and adjustments to be
made between REIT and Contributor at Closing. Contributor shall be entitled to all income, and be liable for all expenses, associated
with the Springhouse Interests arising prior to the Closing. REIT shall be entitled to all income, and be liable for all expenses,
associated with the Springhouse Interests arising on or after the Closing.


 


5.2 Post-Closing
Corrections. Either Party shall be entitled to a post-Closing adjustment for any incorrect proration or adjustment, provided
such adjustment is claimed by such Party within twelve months after Closing. The provisions of this Section 5.2 shall
survive the Closing.


 


5.3 Costs; Transfer
Taxes. In addition to the other costs and expenses specified herein, REIT shall pay (i) the cost of any updated title
reports, (ii) the costs of any survey updates or new surveys obtained by REIT, (iii) other costs associated with REIT’s
due diligence activities and (iv) any Transfer Taxes due and payable with respect to the conveyance of the Springhouse Interests.
In addition to the other costs and expenses specified herein, Contributor shall pay the cost of removing any Encumbrances directly
on the Springhouse Interests. Except as provided in Section 4.2(a), Section 7.1, Section 7.2,
Section 8.1, Section 8.6 and Section 9.7 of this Agreement, or in any other document or instrument
executed pursuant to this Agreement, each Party shall be responsible for their own attorneys’ and other professional fees.
Contributor and REIT shall execute any required city, county and state Transfer Tax or other declarations.


 


5.4 Sales Commissions;
Disposition Fee. Contributor and REIT represent and warrant each to the other that they have not dealt with any real estate
broker or sales person in connection with this transaction. In the event of any claim for broker’s or finder’s fees
or commissions in connection with the negotiation, execution or consummation of this Agreement or the transactions contemplated
hereby, each Party shall indemnify, defend and hold harmless the other Party from and against any such claim based upon any actual
or alleged statement, representation or agreement of the indemnifying party. Notwithstanding the foregoing, Contributor and REIT
each acknowledge that Bluerock Real Estate, L.L.C., or an affiliate, is entitled to and shall receive at Closing a disposition
fee of $358,313 in connection with the sale of the Springhouse Interests, which shall be payable in cash and deducted from the
amount payable by REIT under Section 1.3(b) hereof. Additionally, Contributor and REIT each acknowledge that, in connection
with the acquisition of the Springhouse Interests, Bluerock Multifamily Advisor, LLC is entitled to and shall receive at Closing
an acquisition fee of $298,594, which shall be payable in the form of the Operating Partnership’s long-term incentive plan
units (the “LTIP Units”), with the number of LTIP Units to be calculated by dividing the amount of such acquisition
fee by the Share Price. Contributor shall bear no responsibility for the payment of such stated acquisition fee. The LTIP Units
shall be subject to the Lock-up Agreement. This provision shall survive the Closing and any termination of this Agreement.


 




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5.5 Excluded
Obligations and Assets.


 


(a)          Contributor’s
Obligations. Neither REIT nor any of its direct or indirect owners or Subsidiaries shall be obligated to assume any liabilities
directly related to Springhouse Interests (other than any obligations applicable to the owner of the Springhouse Interests under
the Charter Documents of BR Springhouse JV Member from and after the Closing Date), and at Closing all of such Springhouse Interests
will be free from third-party loans and security interests, including without limitation any lien arising under the KeyBank Line
of Credit, but will remain subject to the Loans and all liens and security interests associated therewith.


 


(b)          Survival.
The provisions of this Section 5.5 shall survive Closing indefinitely and shall not be subject to the limitations set
forth in Section 6.8 or Article 8.


 


ARTICLE 6. REPRESENTATIONS AND WARRANTIES


 


6.1 Contributor’s
Representations and Warranties as to Contributor. As a material inducement to REIT to execute this Agreement and consummate
the Closing, Contributor represents and warrants to REIT with respect to itself, and only itself except as otherwise noted, that:


 


(a)          Contributor
has been duly formed or organized as a limited liability company, is validly existing and is in good standing in the State of Delaware,
and is authorized to exercise all its limited liability company powers, rights and privileges.


 


(b)          Contributor
has the power and authority, under its Charter Documents, to own and operate its assets, to carry on its business as now conducted,
and to enter into and perform its obligations under this Agreement.


 


(c)          All
manager, member, or other action on the part of Contributor necessary for Contributor’s authorization, execution and delivery
of this Agreement, and the performance of all obligations of Contributor hereunder and the completion of the Closing pursuant hereto,
has been taken or will be taken prior to the Closing. This Agreement constitutes a legally binding and valid obligation of Contributor,
enforceable against Contributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles
of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is
sought in a proceeding at law or in equity).


 


(d)          The
execution and delivery of this Agreement by Contributor and the performance by Contributor and the Companies of their respective
obligations pursuant hereto will not result in any material violation of, be in conflict with, or constitute a material default
under, with or without the passage of time or the giving of notice: (x) any provision of Contributor’s or the Companies’
Charter Documents as such documents exist immediately prior to the Closing; (y) any provision of any judgment, decree or order
to which Contributor or any of the Companies is a party or by which any of them or their respective property or assets are bound;
or (z) any statute, rule or governmental regulation applicable to Contributor or the Companies, or their respective property
or assets.


 


(e)          The
execution and delivery of this Agreement by Contributor and the performance by Contributor of its obligations pursuant hereto will
not result in any material violation of, be in material conflict with, or constitute a material default under, with or without
the passage of time or the giving of notice, any material contract or agreement to which Contributor is a party or by which it
is bound, assuming the satisfaction of the Transaction Conditions.


 




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(f)          The
execution, delivery and performance by Contributor of this Agreement does not require the consent, approval, notice, clearance,
waiver, order or authorization of any Person or Governmental Authority that has not been obtained or given, except as related
to the satisfaction of the Transaction Conditions (or in the case of KeyBank, will be obtained prior to Closing or the need for
such consent of KeyBank will be rendered moot as of Closing) (only consent required by BEMT Springhouse being excluded herefrom).


 


(g)          There
is no action, suit, proceeding or investigation pending or, to the knowledge of Contributor, threatened in writing against Contributor
that challenges the validity of this Agreement or the right of Contributor to enter into this Agreement, or that might result,
either individually or in the aggregate, in Contributor’s inability to perform its obligations under this Agreement. There
is no material judgment, decree or order of any court, arbitrator, tribunal or governmental or similar authority in effect against
Contributor or any of the Companies, and neither Contributor nor any of the Companies is in material default with respect to any
order or any court, arbitrator, tribunal or governmental or similar authority binding upon Contributor or any of the Companies
or by which any of them or their respective property or assets are bound, that would prevent Contributor from performing its obligations
under this Agreement.


 


(h)          Contributor
is not acting on behalf of (i) an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), (ii) a “plan” within the meaning of Section 4975
of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” within the meaning
of 29 C.F.R. §2510.3-101 of any such employee benefit plan or plans.


 


(i)          Contributor
is not acting, directly or to its knowledge indirectly for, or on behalf of, any person, group, entity or nation named by any Executive
Order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated
National and Blocked Person,” or other banned or blocked person, entity, or nation pursuant to any Law that is enforced or
administered by the U.S. Office of Foreign Assets Control, and is not engaging in the transactions described herein, directly or
to its knowledge indirectly, on behalf of, or instigating or facilitating the transactions described herein, directly or to its
knowledge indirectly, on behalf of, any such person, group, entity or nation.


 


(j)          Contributor
is not insolvent and will not become insolvent by executing or performing its obligations under this Agreement or the documents
to be executed in connection herewith.


 


6.2 Contributor’s
Representations and Warranties as to SOIF Springhouse Interests and the Companies. As a material inducement to REIT to
execute this Agreement and consummate the Closing, SOIF represents and warrants to REIT with respect to the SOIF Springhouse Interests
and the Companies that:


 


(a)          Each
of the Companies is duly formed as a limited liability company, is validly existing and is in good standing under the laws of the
State of Delaware and is authorized to exercise all of its limited liability company powers, rights and privileges.


 


(b)          Springhouse
Titleholder is qualified to do business in and is in good standing in the state where the Property is located.


 


(c)          SOIF
is the owner and holder of 49% of the limited liability company interests in BR Springhouse JV Member. BR Springhouse JV Member
is the owner and holder of 75% of the limited liability company interests in BR Hawthorne Springhouse JV, which wholly owns Springhouse
Titleholder, which is the fee simple owner and holder of the Springhouse Property. Each of BR Springhouse JV Member, BR Hawthorne
Springhouse JV, Springhouse Titleholder and the Springhouse Property are free and clear of any lien or security interest, subject
only to restrictions on transfer imposed under applicable U.S. federal and state securities Laws, the Charter Documents of the
Companies and the Loan Documents; and BR Springhouse JV Member has not conveyed, transferred, assigned, pledged or hypothecated
any interests in BR Hawthorne Springhouse JV, Springhouse Titleholder or the Springhouse Property, in whole or in part, or granted
any rights, options or rights of first refusal or first offer to purchase any of such interests or any portion thereof (except
for any such existing rights granted under the BR Hawthorne Springhouse JV Operating Agreement and for the rights of REIT under
this Agreement with respect to SOIF Springhouse Interests). The SOIF Springhouse Interests have been duly and validly issued and,
except as contemplated by this Agreement or the Charter Documents of the Companies, there exists no agreement, arrangement or obligation
(actual or contingent) to issue, transfer, redeem, repay or repurchase any of the SOIF Springhouse Interests or any portion thereof.


 




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(d)          Other
than as provided in the Charter Documents of BR Springhouse JV Member, BR Hawthorne Springhouse JV and Springhouse Titleholder,
there are no options, warrants, stock appreciation rights, calls, pre-emptive rights, subscriptions, contribution rights, convertible
securities, or other rights or other agreements or commitments of any character whatsoever which are an obligation of SOIF or any
of the Companies to issue, transfer or sell any securities exercisable for, or otherwise evidencing a right to acquire, any interests
of any kind in any of the Companies (except the rights of REIT under this Agreement).


 


(e)          The
organizational chart attached to this Agreement as Exhibit B is correct and correctly shows the percentage of ownership
interest of each holder of limited liability company interests in BR Springhouse JV Member, BR Hawthorne Springhouse JV and Springhouse
Titleholder immediately prior to the Closing hereunder.


 


(f)          SOIF
has delivered or made available to REIT complete and correct copies, as amended to date, of the Charter Documents of each of the
Companies and Tax information filings and returns of such entities, including all amendments thereto since the initial formation
of such entities.


 


(g)          None
of the Companies owns assets or property, or any interests therein (whether direct or indirect), except the Property and interests
in the other Companies as shown on the Org Chart, or engages or will engage in any business or activity other than in connection
with its ownership of the Property and interests in the other Companies.


 


(h)          The
books and records of each of the Companies required to be kept by Law are current and have been maintained in all material respects
in accordance with all applicable Laws on a proper and consistent basis and contain complete and accurate records, in all material
respects, of all matters required by applicable Laws to be dealt with in such books and records and all such books and records
are in the possession and control of SOIF, BR Springhouse JV Member, BR Hawthorne Springhouse JV or Springhouse Titleholder.


 


(i)           The
financial statements of the Companies (collectively the “Financial Statements”) provided to REIT in the Due
Diligence Materials are complete and correct in all material respects, have been prepared in accordance with generally accepted
accounting principles, consistently applied, present fairly in all material respects the financial position and results of operations
of the applicable Companies, at the dates and for the periods to which they relate and show all material liabilities, absolute
or contingent, of the Companies; provided, however, that any Financial Statements for periods other than the fiscal
year end of the Companies are subject to modification resulting from the absence of footnotes thereto and ordinary course fiscal
year-end audit adjustments. Except as set forth in the Financial Statements, the Companies have no liabilities, debts, or other
obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business of the Springhouse
Titleholder subsequent to the respective dates of the Financial Statements, (ii) obligations under contracts and commitments
incurred in the ordinary course of business of the Springhouse Titleholder and not required under generally accepted accounting
principles to be reflected in the Financial Statements, which, individually and in the aggregate, are immaterial in amount, (iii) obligations
under Leases and Service Contracts incurred in the ordinary course of business, not including any breach of such Leases or Service
Contracts, and (iv) liabilities identified and prorated pursuant to Section 5.1.


 


(j)           The
Companies have not had any employees and will not have any employees from the date hereof through the Closing Date.


 


(k)          There
is no claim, litigation, arbitration or other proceeding pending or, to the knowledge of SOIF, threatened, in writing, against
the Companies, except as set forth on the Disclosure Schedule.


 


(l)           All
books, files and records delivered by or on behalf of SOIF to REIT, or made available by SOIF to REIT for review, are to the best
of SOIF’s knowledge the complete and unaltered copies, in all material respects, of such books, files and records in SOIF’s
possession or control. All books, files and records related to the Companies in SOIF’s possession or control have been, or
will be during the Due Diligence Period, delivered or made available to REIT for review.


 




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(m)         With
respect to the following Tax matters, to SOIF’s knowledge: All Tax or information filings and returns required to be filed
by each of the Companies have been properly prepared and duly filed, and, except with respect to appeals of the Property’s
real estate Tax assessments or any other Tax assessments that are being contested in good faith in the ordinary course of business,
all Taxes required to be paid by any of the Companies have been paid in full. There are no (A) pending audits, actions, proceedings
or examinations of any of the Companies or of any of the Tax or information returns of the Companies, as applicable, being conducted
by any federal, state, local, or foreign taxing authority, (B) pending or threatened claims or disputes relating to any Taxes
allegedly owed by any of the Companies or (C) outstanding agreements or waivers extending the statutory limitations period
applicable to the payment of any Taxes by or on behalf of any of the Companies with respect to any filed returns. The Due Diligence
Materials contain true, correct and complete copies, in all material respects, of all Tax returns of the Companies since the formation
of each, including copies of all Schedules K-1 issued or received by any limited liability company. Each
of the Companies is treated for U.S. federal income tax purposes as either (i) an entity disregarded from its sole owner or (ii)
a partnership and not as an association or publicly traded partnership taxable as a corporation.


 


6.3 Contributor’s
Representations and Warranties as to the Property. As a material inducement to REIT to execute this Agreement and consummate
the Closing, SOIF represents and warrants to REIT with respect to the Springhouse Property that:


 


(a)          The
most current Rent Roll for the Springhouse Property delivered to REIT as part of the Property Information is the Rent Roll relied
upon by SOIF in the ordinary course of business.


 


(b)          To
SOIF’s knowledge, Springhouse Titleholder has complied in all material respects with its obligations under each of the Leases
in effect with respect to its Property.


 


(c)          The
list of Service Contracts included in the Due Diligence Materials is true and correct in all material respects as of the date of
its preparation. Other than the Service Contracts delivered to REIT as part of the Property Information, there are, to SOIF’s
knowledge, no other property or asset management contracts or other arrangements, contracts and agreements to which any of the
Companies is a party affecting the ownership, repair, maintenance, leasing or operation of the Property, and the copies of such
documents delivered to REIT are true and correct in all material respects. To SOIF’s knowledge, neither Springhouse Titleholder
nor any other party to any of the Service Contracts is in default thereunder beyond any applicable notice or cure period.


 


(d)          There
are no pending or, to SOIF’s knowledge, threatened in writing (a) eminent domain proceedings for the condemnation of
any portion of the Land or (b) litigation against Springhouse Titleholder or any of the Companies in respect of the Property
which, if decided adversely to Springhouse Titleholder or any of the Companies, would have a Material Adverse Effect.


 


(e)          Except
as set forth on a Disclosure Schedule: (a) all material licenses or permits necessary to operate the Property in material
compliance with applicable Laws and otherwise as presently operated have been obtained and are in full force and effect and (b)
to SOIF’s knowledge, Springhouse Titleholder is in compliance in all material respects with each such license and permit.


 


(f)          Except
as set forth on a Disclosure Schedule, Springhouse Titleholder has received no written notice from any Governmental Authority or
agency having jurisdiction over the Property that the Property or its use is in material violation of any Law that would have a
Material Adverse Effect.


 


(g)          To
SOIF’s knowledge, and except as may be disclosed on a Disclosure Schedule or in the environmental reports made available
to REIT as a part of the Property Information, no Hazardous Materials have, during the period of Springhouse Titleholder’s
ownership of the Property, existed or currently exist in, on or under, or have been or are being disposed of or released from,
the Property in quantities that exceed reportable concentrations under current applicable Environmental Laws; and, to SOIF’s
knowledge, no well or wells, underground storage tank or tanks (whether existing or abandoned) exist or have, during the period
of Springhouse Titleholder’s ownership of the Property, existed on or under the Property.


 




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(h)          Copies
of the Property Information and all documents containing information material to the ownership or operation of the Property have
been delivered to REIT and are true, correct and complete copies; and SOIF is not aware of any material inaccuracy or omission
in such information.


 


(i)           The
Loan Documents delivered to REIT as part of the Property Information include true, accurate and complete copies of all of the material
documents and instruments in effect with respect to the Loans, including all amendments, modifications and supplements thereto.
To SOIF’s knowledge, no material default or breach exists under any Loan Document beyond any applicable cure period, nor
does there exist any material default or breach, or any material event or circumstance, which, with the giving of notice or passage
of time, or both, would constitute a material default or breach by Springhouse Titleholder or any other party under any of the
Loan Documents.


 


(j)           Springhouse
Titleholder is the owner of its Personal Property free and clear of all Encumbrances other than the Permitted Exceptions, and has
not previously assigned its rights in and to its Personal Property except for security interests granted as security for the Loans.
Except as set forth in the Property Information, Springhouse Titleholder does not lease any equipment or other personal property
in connection with the ownership or operation of the Property.


 


(k)          To
SOIF’s knowledge, all vacant rental units at the Property are substantially in rent ready condition, except for units vacant
for routine cleaning or maintenance as is customarily performed by Springhouse Titleholder in the ordinary course of business consistent
with current practices.


 


(l)           Except
as set forth in a Disclosure Schedule, SOIF has not received written notice of any uncured violation of any declaration of covenants,
conditions and restrictions, reciprocal easement agreements or similar instrument governing or affecting the use, operation, maintenance,
management or improvement of all of any portion of the Property (collectively “CCRs”), and to SOIF’s knowledge
Springhouse Titleholder is not in material default under, and the Property is in compliance in all material respects with, all
applicable CCRs. Without limiting the foregoing, to SOIF’s knowledge, Springhouse Titleholder is not in default with respect
to payment of any material contributions or assessments payable by Springhouse Titleholder under any CCRs.


 


6.4 [Reserved]


 


6.5 [Reserved]


 


6.6 REIT’s
Representations and Warranties. As a material inducement to Contributor to execute this Agreement and consummate the Closing,
REIT represents and warrants to Contributor that:


 


(a)          REIT
has been duly formed or organized as a corporation, is validly existing and, as of Closing, will be in good standing in the state
of its formation or organization, and is authorized to exercise all of its powers, rights and privileges.


 


(b)          REIT
has the power and authority, under its Charter Documents, to own and operate its property and assets, to carry on its business
as now conducted, and to enter into and perform its obligations under this Agreement.


 


(c)          All
action on the part of the REIT and its partners, owners, members, managers, officers, directors and shareholders necessary for
the authorization, execution and delivery of this Agreement, the performance of all obligations of REIT hereunder and completion
of the transactions hereunder, has been taken or will be taken prior to the Closing. This Agreement constitutes a legally binding
and valid obligation of REIT enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles
of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is
sought in a proceeding at law or in equity).


 


(d)          The
execution and delivery of this Agreement by REIT and the performance by REIT of its obligations pursuant hereto will not result
in any material violation of, be in conflict with, or constitute a material default under, with or without the passage of time
or the giving of notice: (x) any provision of REIT’s Charter Documents as such documents exist immediately prior to
the Closing; (y) any provision of any judgment, decree or order to which REIT is a party or by which it or its property or
assets are bound; or (z) any statute, rule or governmental regulation applicable to REIT or its property or assets.


 




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(e)          The
execution and delivery of this Agreement by REIT and the performance by REIT of its obligations pursuant hereto will not result
in any material violation of, be in material conflict with, or constitute a material default under, with or without the passage
of time or the giving of notice, any material contract or agreement to which REIT is a party or by which it is bound, assuming
the satisfaction of the Transaction Conditions.


 


(f)          [Reserved]


 


(g)          There
is no action, suit, proceeding or investigation pending or, to the knowledge of REIT, threatened in writing against REIT that challenges
the validity of this Agreement or the right of REIT to enter into this Agreement, or that might result, either individually or
in the aggregate, in REIT’s inability to perform its obligations under this Agreement. There is no material judgment, decree
or order of any court, arbitrator, tribunal or governmental or similar authority in effect against REIT, and the REIT is not in
material default with respect to any order of any court, arbitrator, tribunal or governmental or similar authority binding upon
REIT or by which it or its property or assets are bound that would prevent the REIT from performing its obligations under this
Agreement.


 


(h)          REIT
is not acting, directly or indirectly for, or on behalf of, any person, group, entity or nation named by any Executive Order (including
the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit,
or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked
Person,” or other banned or blocked person, entity, or nation pursuant to any Law that is enforced or administered by the
U.S. Office of Foreign Assets Control, and is not engaging in the transactions described herein, directly or indirectly, on behalf
of, or instigating or facilitating the transactions described herein, directly or indirectly, on behalf of, any such person, group,
entity or nation.


 


(i)          REIT
is acquiring the Springhouse Interests for its own account or those of its subsidiaries and affiliates, for investment purposes
only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act) thereof. REIT understands
that the Springhouse Interests have not been registered under the Securities Act and cannot be sold unless subsequently registered
under the Securities Act or an exemption from such registration is available.


 




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6.7 Limitations;
Definition of Knowledge.


 


(a)          Except
for the representations and warranties contained in Sections 1.4 and 6.1-6.3 (as modified by any matters noted as exceptions
on any schedules attached hereto (collectively, the “Exception Matters”), Appendices and Schedules hereto),
or any documents delivered to REIT at Closing in connection with this Agreement (collectively, “Contributor’s Reps”),
neither Contributor nor any other Person (including, for the avoidance of doubt, any equity holder of Contributor) makes any other
express or implied representation or warranty in respect of any of the Springhouse Interests, the Companies, the Property or the
transactions contemplated hereby, and Contributor disclaims all other representations or warranties, whether made by any of the
Companies or any of their respective Affiliates (including BEMT Springhouse), officers, directors, employees, agents or representatives.
Except for Contributor’s Reps, Contributor hereby disclaims all liability and responsibility for any representation, warranty,
projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to REIT or its Affiliates
or REIT’s Representatives (including any opinion, information, projection or advice that may have been or may be provided
to REIT by any director, officer, employee, agent, consultant or representative of any of the Companies or any of their respective
Affiliates). The disclosure of any matter or item in any schedule hereto shall not be deemed to constitute an acknowledgment that
any such matter is required to be disclosed. EXCEPT FOR AND SUBJECT ONLY TO CONTRIBUTOR’S REPS, CONTRIBUTOR MAKES NO REPRESENTATIONS
OR WARRANTIES WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SPRINGHOUSE INTERESTS, THE COMPANIES, THE PROPERTY OR
ANY PORTION THEREOF, OR THE CONDITION OF OR MATERIALS RELATING TO THE SPRINGHOUSE INTERESTS, THE COMPANIES, THE PROPERTY, IN WHOLE
OR IN PART, OR ANY OTHER MATTER, ALL SUCH REPRESENTATIONS AND WARRANTIES BEING HEREBY EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND SUBJECT ONLY TO CONTRIBUTOR’S REPS,
REIT IS PURCHASING THE SPRINGHOUSE INTERESTS “AS IS” AND “WITH ALL FAULTS.” EXCEPT FOR CONTRIBUTOR’S
REPS, CONTRIBUTOR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO, AND REIT IS NOT RELYING ON ANY REPRESENTATIONS WITH RESPECT
TO: (a) environmental matters relating to the Property or any portion thereof, including the presence of any Hazardous Materials
on the Property; (b) the presence of mold or other microbial agents in the Property; (c) geological or seismic conditions, including,
without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, and limitations regarding the
withdrawal of water therefrom, and faulting; (d) whether or not and the extent to which the Property or any portion thereof is
affected by any stream (surface or underground), body of water, flood prone area, flood plain, floodway, or special flood hazard;
(e) drainage and soil conditions of the Property; (f) the existence of or availability of any development rights; (g) zoning
requirements (including any special use permits) to which the Property or any portion thereof may be subject or the status of compliance
with such requirements; (h) the availability of any utilities to the Property or any portion thereof including, without limitation,
water, sewage, gas and electricity; (i) usages of any adjoining property; (j) access to the Property or any portion thereof; (k)
the value, compliance with specifications, size, location, age, use, merchantability, quality, description, or condition of the
Property or any portion thereof, or suitability of the Property or any portion thereof for REIT’s purposes, or fitness for
any use or purpose whatsoever; (l) the compliance of the Property with applicable building codes, fire codes, land use or access
laws or ordinances including, without limitation, the Americans with Disabilities Act (and the local equivalent thereof) or any
similar Laws, including Environmental Laws; (m) enforceability of any Lease or Service Contract; (n) whether Contributor will continue
to own or operate any property adjacent to or in proximity to the Property, (o) the square footage or leaseable area of the Improvements
and/or the Land, or (p) the credit-worthiness of any tenant under any of the Leases. The disclaimer expressed in this Section
6.7(a) shall survive Closing.


 


(b)          As
used herein, “SOIF’s knowledge”, “known to SOIF” or similar phrases means the actual knowledge of
SOIF, BR Springhouse JV Member or Springhouse Titleholder or the officers of such party who have reason to know such information,
as applicable, but specifically excludes the actual knowledge of BEMT Springhouse or its officers, employees or agents.


 


(c)          As
used herein, “REIT’s knowledge”, “known to REIT” or similar phrases means the actual knowledge of
the REIT or the officers of REIT who have reason to know such information and the actual knowledge of BEMT Springhouse or its officers,
employees or agents.


 


6.8 Survival
of Representations and Warranties. The representations and warranties set forth in this Article 6 are made as of
the Effective Date and each of Contributor and REIT shall be deemed to have remade all of their respective representations and
warranties as of the Closing Date. Such representations and warranties shall not be deemed to be merged into or waived by the instruments
of Closing, but shall survive the Closing for a period of 12 months (the “Limitation Period”); provided
that (a) the representations set forth in Section 6.1(a), (b), (c) and (d), Section 6.2(a), (b), (c), (d) and (e)
and Section 6.6(a), (b), (c) and (d) (the “Title and Authority Warranties”) shall survive the Closing
indefinitely and (b) the representations set forth in Section 6.2(m) (the “Tax Warranties”) shall survive
the Closing for a period ending sixty (60) days after the expiration of the applicable statute of limitations (including extensions
thereof). Contributor and REIT shall have the right to bring an action for breach of such representations and warranties
if they give the other Party written notice of the circumstances giving rise to the alleged breach within the survival period specified
therefore in this Section 6.8.


 


ARTICLE 7. DEFAULT AND REMEDIES


 


7.1 Contributor’s
Default. If the Closing fails to occur due to the default of Contributor, REIT shall be entitled to recover from the Contributor
any out-of-pocket expenses reasonably incurred by REIT specifically incurred in connection with this Agreement.


 


7.2 REIT’s
Default. If, after the expiration of the Due Diligence Period, the Closing fails to occur due to the default of the REIT,
the Contributor shall be entitled to recover from the REIT any out-of-pocket expenses reasonably incurred by said Contributor specifically
incurred in connection with this Agreement.


 




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ARTICLE 8. INDEMNIFICATION AND LIMITATION
ON LIABILITY


 


8.1 Indemnification
of REIT by SOIF. SOIF shall indemnify, defend and hold REIT, its successors, assigns and Affiliates, including but not
limited to BEMT Springhouse (each a “REIT Indemnified Party,” and collectively, the “REIT Indemnified
Parties”) harmless from any liability, claim, demand, loss, expense or damage that is: (a) suffered by, or asserted by
any third party against, a REIT Indemnified Party arising from any act or omission of SOIF, its agents, employees or contractors
or otherwise arising out of the ownership or operation of SOIF Springhouse Interests first arising or occurring prior to the Closing;
(b) arising out of the breach or inaccuracy of any of SOIF’s representations and warranties set forth herein; or (c) except
as provided in Article 7, arising out of any failure by SOIF to perform any covenant or obligation set out in this Agreement.


 


8.2 Limitation
on SOIF’s Liability. Notwithstanding any other provision of this Article 8 to the contrary, (a) SOIF
shall not have any indemnification obligations for claims under Section 8.1 unless and until the aggregate amount of such
claims exceeds the lesser of $50,000 or one percent (1%) of the Consideration (provided that, once the amount of such claims exceeds
such threshold, SOIF shall pay damages from the first dollar of damages) and (b) in no event shall SOIF’s aggregate
liability for claims under Section 8.1 of this Agreement exceed ten percent (10%) of the value of the Consideration; provided,
however, that the limitations on liability set forth in this Section 8.2 shall not apply to any loss or liability
arising from any breach of any of SOIF’s Title and Authority Warranties, SOIF’s intentional misconduct or fraudulent
conduct or to SOIF’s obligations with respect to sales commissions and brokerage fees under Section 5.2, which liability
and obligations shall not be credited against the foregoing cap. Except as provided in Article 7, the provisions of this
Article 8 shall be the sole and exclusive remedy of REIT with respect to matters which are subject to indemnification by
SOIF under Section 8.1 of this Agreement, all other remedies with respect to such matters being hereby waived.


 


8.3 Pledge Agreement.


 


(a)          On
or before the Closing Date, SOIF shall execute and deliver a pledge agreement, substantially in the form attached hereto as Exhibit
D, pursuant to which SOIF’s indemnity obligations contained in Section 8.1 hereof shall be secured by a pledge of
10% of the Consideration, and which pledge will be in full satisfaction of any indemnification obligations of SOIF contained in
Section 8.1 hereof (the “Pledge Agreement”).


 


(b)          Each
of the REIT Indemnified Parties by accepting the benefits of this Agreement hereby designates and appoints REIT as its agent under
the Pledge Agreement, and hereby irrevocably authorizes REIT to take such action or to refrain from taking such action on its behalf
under the provisions of the Pledge Agreement and to exercise such powers as are set forth therein, together with such other powers
as are reasonably incidental thereto. REIT is authorized and empowered to amend, modify or waive any provisions of the Pledge Agreement
on behalf of the REIT Indemnified Parties. REIT agrees to act as such on the express conditions contained in this Section 8.3.
The provisions of this Section 8.3 are solely for the benefit of REIT and the REIT Indemnified Parties, and SOIF shall have
no obligations under or rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties
under the Pledge Agreement, REIT shall act solely as an administrative representative of the REIT Indemnified Parties and does
not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the REIT
Indemnified Parties, by or through its agents or employees.


 


(c)          REIT
shall have no duties, obligations or responsibilities to the REIT Indemnified Parties except those expressly set forth in this
Section 8.3 or in the Pledge Agreement. Neither REIT nor any of its officers, directors, employees or agents shall be liable
to any REIT Indemnified Party for any action taken or omitted by them under this Section 8.3 or under the Pledge Agreement,
or in connection with this Section 8.3 or the Pledge Agreement, except that REIT shall be obligated on the terms set forth
in this Section 8.3 for performance of its express obligations under the Pledge Agreement. In performing its functions and
duties under the Pledge Agreement, REIT shall exercise the same care which it would exercise in dealing with a security interest
in collateral held for its own account, but REIT shall not be responsible to any REIT Indemnified Party for any recitals, statements,
representations or warranties in the Pledge Agreement or for the execution, effectiveness, genuineness, validity, enforceability
or sufficiency of the Pledge Agreement or the collateral or the transactions contemplated thereby. REIT shall not be required to
make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Pledge Agreement.


 




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(d)          REIT
shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message
or other communication (including any writing, telex, telecopy or telegram) believed by it in good faith to be genuine and correct
and to have been signed, sent or made by the proper person, and with respect to all matters pertaining to this Section 8.3
and the Pledge Agreement and its duties under this Section 8.3 or the Pledge Agreement, upon advice of counsel selected
by it. REIT shall be entitled to rely upon the advice of legal counsel, independent accountants, and other experts selected by
REIT in its sole discretion.


 


8.4 [Reserved]


 


8.5 [Reserved]


 


8.6 Indemnification
of SOIF by REIT. REIT shall indemnify, defend and hold SOIF, its successors, assigns and Affiliates (each a “SOIF
Indemnified Party,” and collectively, the “SOIF Indemnified Parties”) harmless from any liability,
claim, demand, loss, expense or damage that is: (a) suffered by, or asserted by any third party against, a SOIF Indemnified
Party arising from any act or omission of the REIT, its assigns (including, but not limited to BEMT Springhouse), its agents, employees
or contractors or otherwise arising out of the ownership or operation of the Springhouse Interests first arising from and after
the Closing; (b) arising out of the breach or inaccuracy of any of the REIT’s representations and warranties set forth
herein; or (c) except as provided in Article 7, arising out of any failure by REIT to perform any covenant or
obligation set out in this Agreement.


 


8.7 Limitation
on REIT’s Liability. Notwithstanding any other provision of this Article 8 to the contrary, (a) REIT
shall not have any indemnification obligations for claims under Section 8.6 unless and until the aggregate amount of
such claims exceeds the lesser of $50,000 or one percent (1%) of the Consideration (provided that, once the amount of such claims
exceeds such threshold, REIT shall pay damages from the first dollar of damages) and (b) in no event shall REIT’s collective
aggregate liability for claims under Section 8.6 of this Agreement exceed ten percent (10%) of the value of the Consideration;
provided, however, that the limitations on liability set forth in this Section 8.7 shall not apply to
any loss or liability arising from any breach of any of REIT’s Title and Authority Warranties, REIT’s intentional misconduct
or fraudulent conduct or to REIT’s obligations with respect to sales commissions and brokerage fees under Section 5.2,
which liability and obligations shall not be credited against the foregoing cap. Except as provided in Article 7, the
provisions of this Article 8 shall be the sole and exclusive remedy of SOIF with respect to matters which are subject
to indemnification by REIT under Section 8.6 of this Agreement, all other remedies with respect to such matters being
hereby waived.


 


8.8 Survival.
The provisions of this Article 8 shall survive the Closing; provided that claims under clause (a) or (b) of Section 8.1,
or clause (a) or (b) of Section 8.6, shall be subject to the time limitations set forth in Section 6.8. For the avoidance
of doubt, the parties acknowledge that, notwithstanding that claims under clause (a) of Section 8.1 or clause (a) of Section
8.6 may not arise out of a breach or inaccuracy of the indemnifying party’s representations or warranties, such claims
are nonetheless subject to the Limitation Period. Any claim for indemnification under Section 8.1(a) or (b) or Section
8.6(a) or (b) not made on or prior to the expiration of the Limitation Period set forth in Section 6.8 shall be irrevocably
and unconditionally waived and released.


 


ARTICLE 9. MISCELLANEOUS


 


9.1 Parties Bound.
No Party may assign this Agreement without the prior written consent of the other Parties, and any such prohibited assignment shall
be void; provided that the REIT may assign all of its rights and duties to an affiliated company, including but not limited to
BEMT Springhouse, without the written consent of the Contributor. This Agreement shall be binding upon and inure to the benefit
of the respective legal representatives, successors, permitted assigns, heirs, and devises of the Parties.


 


9.2 Headings;
Entirety; Amendments. The article and paragraph headings of this Agreement are for convenience only and in
no way limit or enlarge the scope or meaning of the language hereof. All exhibits, schedules and appendices attached to this Agreement
are incorporated herein as if fully set forth in this Agreement and shall be deemed to be a part of this Agreement. This Agreement
embodies the entire agreement between the Parties and supersedes all prior agreements and understandings between the Parties relating
to the Springhouse Interests, the Companies or the Property (other than the Charter Documents of the Companies). This Agreement
may be amended or supplemented (except as noted in the preceding sentence) only by an instrument in writing executed by the Party
against whom enforcement is sought.


 




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9.3 Invalidity
and Waiver. If any portion of this Agreement is held invalid or inoperative, then so far as is reasonable and possible
the remainder of this Agreement shall be deemed valid and operative, and, to the greatest extent legally possible, effect shall
be given to the intent manifested by the portion held invalid or inoperative. The failure by a Party to enforce against another
Party any term or provision of this Agreement shall not be deemed to be a waiver of such Party’s right to enforce against
the other Party the same or any other such term or provision in the future.


 


9.4 Governing
Law; Calculation of Time Periods; Time. This Agreement shall, in all respects, be governed and enforced in accordance with
the laws of the state of New York. Unless otherwise specified, in computing any period of time described herein, the day of the
act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed
is to be included, unless such last day is a Saturday, Sunday or legal holiday for national banks in New York, New York, in which
event the period shall run until the end of the next day which is neither a Saturday, Sunday, or legal holiday. The last day of
any period of time described herein shall be deemed to end at 5:30 p.m. New York, New York time. Time is of the essence in the
performance of this Agreement.


 


9.5 No Third
Party Beneficiary. This Agreement is not intended to give or confer any benefits, rights, privileges, claims, actions,
or remedies to any person or entity as a third party beneficiary, decree, or otherwise, other than the indemnified parties referenced
in Section 2.1 pursuant to and for purposes of Section 2.1, in Section 8.1 pursuant to and for purposes
of Section 8.1 and in Section 8.6 pursuant to and for purposes of Section 8.6, all of whom shall be express
third party beneficiaries hereof solely for purposes of Section 2.1, Section 8.1 or Section 8.6, as applicable.


 


9.6 Confidentiality.
With the exception of any disclosures concerning the transactions described herein which are made by the REIT in connection with
the IPO, no Party shall make a public announcement or other disclosure of this Agreement or any information related to this Agreement
to outside brokers or third parties, before or after the Closing, without the prior written specific consent of the other, which
consent may not be unreasonably conditioned, delayed or withheld so long as such public disclosure is otherwise in compliance with
this Agreement; provided, however, that without the consent of the other Party, a Party may make (i) any public disclosure it reasonably
believes is required by applicable Law, rule or regulation (in which event such Party shall use reasonable efforts to advise the
other Party prior to the making of such disclosure); (ii) such disclosure as may be reasonably necessary to enforce any provision
of this Agreement; (iii) any disclosure to any lender or prospective lender, creditor, officer, employee, agent, current or prospective
investor and their advisors, current or prospective financial partner, or Affiliate as necessary to perform its obligations under
this Agreement or (iv) any public disclosure that is deemed advisable by such Party or its counsel to be disclosed in connection
with financial reporting, securities disclosures or other legal, tax or financial requirements or guidelines applicable to such
Party or any Affiliate thereof, including any disclosures to the Securities and Exchange Commission and any press release required
by the Securities and Exchange Commission in connection therewith.


 


9.7 Enforcement
Expenses. Should any Party employ attorneys or arbitrators to bring an action or arbitration to enforce any of the provisions
hereof, the non-prevailing Party in such action or arbitration shall pay the prevailing Party all reasonable costs, charges, and
expenses, including attorneys’ fees and costs, expended or incurred in connection therewith (not to exceed, in the aggregate,
$50,000). The limitations set forth in Section 8.2 and Section 8.7 shall not apply with respect to this
Section 9.7.


 


9.8 Notices.
All notices required or permitted hereunder shall be in writing and shall be served on the following parties:


 




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	If to REIT:	c/o BRG Manager, LLC
	 	712 Fifth Avenue, 9th Floor
	 	New York, NY 10019
	 	Attn:  R. Ramin Kamfar
	 	 
	If to BEMT Springhouse:	c/o BRG Manager, LLC
	 	712 Fifth Avenue, 9th Floor
	 	New York, NY 10019
	 	Attn:  R. Ramin Kamfar
	 	 
	If to SOIF:	c/o Bluerock Real Estate
	 	712 Fifth Avenue, 9th Floor
	 	New York, NY 10019
	 	Attn: Jordan B. Ruddy


 


9.9 Construction.
The Parties acknowledge that the Parties and their counsel have reviewed and revised this Agreement and the documents to be executed
on or prior to the Closing Date and agree that the normal rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement, the documents to be delivered on or prior
to the Closing Date or any exhibits or amendments thereto.


 


9.10 Execution
in Counterparts. This Agreement may be executed in any number of counterparts, and by each Party hereto on separate counterparts,
each of which shall be deemed to be an original, and all of such counterparts shall constitute one Agreement. To facilitate execution
of this Agreement, the Parties may execute and exchange by facsimile or email counterparts of the signature pages which shall be
deemed original signatures for all purposes.


 


9.11 Further
Assurances. In addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered
by either Party on or prior to the Closing Date, each Party agrees to perform, execute and deliver, but without any obligation
to incur any additional liability or expense, on or after the Closing any further deliveries and assurances as may be reasonably
necessary to consummate the transactions contemplated hereby or to further perfect the conveyance, transfer and assignment of the
Springhouse Interests to REIT, BEMT Springhouse or their assigns.


 


9.12 Waiver of
Jury Trial; Forum. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH
PARTY SHALL BRING ANY ACTION AGAINST THE OTHER IN CONNECTION WITH THIS AGREEMENT IN A FEDERAL OR STATE COURT LOCATED IN NEW YORK,
NEW YORK, CONSENTS TO THE JURISDICTION OF SUCH COURTS, AND WAIVES ANY RIGHT TO HAVE ANY PROCEEDING TRANSFERRED FROM SUCH COURTS
ON THE GROUND OF IMPROPER VENUE OR INCONVENIENT FORUM.


 


9.13 Mutual Execution.
Until this Agreement has been duly executed by all Parties hereto and a fully executed copy has been delivered to each Party hereto
(which may occur by facsimile transmission or e-mail), this Agreement shall not be legally binding against the Parties.


 


9.14 Cooperation.
Subject to the provisions of this Agreement, the Parties agree to cooperate and use Commercially Reasonable Efforts to consummate
the transactions contemplated hereby.


 




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9.15 Exclusivity.
From and after the Effective Date, Contributor and its respective agents, representatives and employees shall immediately cease
all marketing of the Springhouse Interests, any and all interests in BR Hawthorne Springhouse JV, any and all interests in Springhouse
Titleholder and any and all interests in the Springhouse Property until such time as this Agreement is terminated and Contributor
shall not directly or indirectly make, accept, negotiate, entertain or otherwise pursue any offers for the sale of the foregoing.
Notwithstanding the foregoing, Contributor shall not be liable to REIT nor responsible in any manner for any action taken by Hawthorne
LLC or Property Manager (or their respective agents, representatives and employees) in contravention of the prohibitions set forth
in this Section 9.15; provided, however, to the extent possible, Contributor shall use its reasonable efforts to ensure
such parties’ compliance with this Section 9.15 and shall inform such parties of the prohibition set forth herein
if necessary.


 


[Signature Pages Follow]


 




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IN WITNESS WHEREOF, the parties hereto have
duly executed and delivered this Agreement effective on the Effective Date.


 


	 	SOIF:
	 	 
	 	BLUEROCK SPECIAL OPPORTUNITY + INCOME
	 	FUND, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	Bluerock Real Estate, L.L.C., a Delaware limited
	 	 	liability company, its Manager


 


	 	By:	/s/ R. Ramin Kamfar
	 	 	Name:   R. Ramin Kamfar
	 	 	Title:    Chief Executive Officer


 







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	 	REIT:
	 	 
	 	Bluerock Residential Growth REIT, Inc., a
	 	Maryland corporation
	 	 	 
	 	By:	/s/ Jordan B. Ruddy 
	 	Name: 	Jordan B. Ruddy
	 	Title:	President 


 


	 	 	 	 	 


 




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Schedule 1.1


 


	Contributor	 	Acquiror	 	Interest	 	Allocated	 
	 	 	 	 	 	 	Consideration ($)	 
	 	 	 	 	 	 	 	 	 
	SOIF	 	REIT, for subsequent contribution to Operating Partnership, then to BEMT Springhouse	 	49% limited liability company interest in BR Springhouse JV Member, LLC	 		$3,551,502	 



 




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Exhibit A


 


Property Description


 


Beginning at a point in the northern right-of-way
line of Turnberry Boulevard 887.35 feet west of the intersection of Turnberry Boulevard and Jefferson Avenue; thence S 32 degrees,
04’, 24” E, 90.00 feet to point; thence S 57 degrees, 55’, 36” W, 130.00 feet to a point; thence
in a southerly direction along a curve to the left, said curve having a radius of 25.00 feet, an arc distance of 39.27 feet
to a point; thence S 32 degrees, 04’, 24” E, 997.13 feet to a point; thence S 57 degrees, 14’,
46” W, 199.69 feet to an old stone; thence S 57 degrees, 51’, 00” W, 625.11 feet to a point in
the eastern right-of-way line of Interstate Route 64; thence along said eastern right-of-way line of Interstate Route 64,
N 32 degrees, 10’, 00” W, 1328.13 feet to a V.D.H. & T. Mon.; thence along said eastern right-of-way line
of Interstate Route 64, N 32 degrees, 18’, 14” W, 149.58 feet to a point; thence N 54 degrees,
16’, 30” E, 829.23 feet to a point; thence S 32 degrees, 04’, 24” E, 390.18 feet to a point;
thence in an easterly direction along a curve to the left, said curve having a radius of 25.00 feet, an arc distance of 39.27 feet
to a point; thence N 57 degrees, 55’, 36” E, 130.00 feet to the point of beginning.


 


The above described parcel, being situate
in the City of Newport News, Virginia, is as shown on a certain plat entitled “Survey of the westerly part of Tract #13,
a portion of the westerly part of Tract 12 and a portion of the easterly part of Tract #13 as shown on plat entitled plat showing
parts of Tracts 10, 12 & 13 Oriana Stave Lumber Company,” dated September, 1984.


 


TOGETHER WITH (without warranty) a nonexclusive
sign easement for the benefit of the above described parcel as described in that certain Deed between Horace A. Gray, III and Newport-Oxford
Associates Limited Partnership, a Maryland limited partnership, dated October 15, 1984 and recorded October 29, 1984 in Deed Book
1085, page 2108 in the Clerk’s Office of the Circuit Court of the City of Newport News, Virginia.


 


BEING the same parcel acquired by BR Springhouse,
LLC, a Delaware limited liability company, by deed from Newport-Oxford Associates Limited Partnership, a Maryland limited partnership,
dated December 3, 2009, recorded December 7, 2009, in the Clerk’s Office, Circuit Court, City of Newport News, Virginia,
as Instrument #090023693.


 




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Exhibit B


Org Chart


 





  




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Exhibit C


Form of Lock-up Agreement


 


[•], 2014


 


Wunderlich Securities, Inc.


 


2200 Clarendon Boulevard


Arlington, VA 22201


 


As Representative of the Several Underwriters


 


Dear Ladies and Gentlemen:


 


As an inducement to
the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), by and among Bluerock
Residential Growth REIT, Inc., a Maryland corporation (the “Company”), Bluerock Multifamily Holdings, L.P.,
a Delaware limited partnership (the “Operating Partnership”) and BRG Manager, LLC, a Delaware limited liability
company (the “Manager”) on the one hand and Wunderlich Securities, Inc., as representative of the several underwriters
named in Schedule A to the Underwriting Agreement (the “Representative”) on the other hand, pursuant to which
an offering will be made for the Class A shares of common stock of the Company, par value $0.01 per share (the “Common
Shares”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up
Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly,
any Common Shares or securities convertible into or exchangeable or exercisable for any Common Shares (including common and special
units of partnership interest in the Operating Partnership, the “Common Stock”), enter into a transaction which
would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such aforementioned transaction is to be settled by delivery
of the Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer,
sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the
prior written consent of the Representative. In addition, the undersigned agrees that, without the prior written consent of the
Representative, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration
of any Common Stock or any security convertible into or exercisable or exchangeable for the Common Stock.


 


The “Lock-Up
Period” will commence on the date of this Lock-Up Agreement and continue and include the date 180 days after the public
offering date set forth on the final prospectus used to sell the Common Stock (the “Public Offering Date”) pursuant
to the Underwriting Agreement; provided, however, that (subject to the second succeeding paragraph) if (1) during
the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating
to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release
earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up
Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the
occurrence of the material news or material event, as applicable, unless the Representative waives, in writing, such extension.


 


The undersigned agrees
that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during
the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up
Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has
received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph)
has expired.


 




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A transfer of Common
Stock to a partner, member, family member or trust may be made, provided, that (i) such transfer shall not involve a disposition
for value, (ii) the transferee agrees to be bound in writing by the terms of this Agreement prior to such transfer, and (iii) no
filing or public announcement by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934,
as amended, or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on
a Form 5 made after the expiration of the Lock-Up Period).


 


In furtherance of the
foregoing, the transfer agent and registrar is hereby authorized to decline to make any transfer of shares of Common Stock if such
transfer would constitute a violation or breach of this Agreement.


 


This Agreement shall
be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement
shall lapse and become null and void if the Public Offering Date shall not have occurred on or before [•], 2014 or if the
Company notifies the Representative in writing that it has elected not to proceed with a public offering of shares of Common Stock.
This agreement shall be governed by, and construed in accordance with, the laws of the State of New York.


 


	 	Very truly yours,
	 	 
	 	 
	 	[Name]


 




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Exhibit D


Form of Pledge Agreement


 


THIS PLEDGE AGREEMENT
(this “Agreement”), dated as of [____________], 2014, is entered into by and between BLUEROCK RESIDENTIAL GROWTH
REIT, INC., a Maryland corporation (the “Pledgee”), and __________________________________ (the “Pledgor”).
Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Contribution
Agreement (as defined below).


 


WHEREAS, pursuant to
that certain Contribution Agreement, dated as of [____________], 2014, by and between the Pledgee and the Pledgor (the “Contribution
Agreement”), the Pledgor is contributing the ___________________ Interests to the Pledgee in exchange for the _______________;


 


WHEREAS, pursuant to
the Contribution Agreement, the Pledgor has agreed to indemnify the Pledgee, its successors, assigns and Affiliates, including,
but not limited to, ___________________ (each, an “Indemnified Party” and, together, the “Indemnified
Parties”), for certain losses described in Section 8.1 of the Contribution Agreement (but subject to the limitations
expressed in Section 8.2 of the Contribution Agreement) (the “Losses”) and asserted during the Survival Period
(as hereinafter defined). The Pledgor’s obligations (i) so to indemnify the Indemnified Parties for Losses in accordance
with Section 8.1 of the Contribution Agreement, and (ii) to perform its obligations hereunder are referred to herein collectively
as the “Secured Obligations”; and


 


WHEREAS, in order to
secure the full and timely performance of the Secured Obligations pursuant to the Contribution Agreement, the Pledgor has agreed
to pledge and grant to the Pledgee, as security for the Secured Obligations, a lien and security interest in, to and under __________________
having a value equal to ten percent (10%) of the Consideration (as defined) under the Contribution Agreement (collectively the
“Pledged Interests”), such pledge, lien and security interest to remain in effect during the Pledge Period (as
defined below) subject to the terms hereof.


 


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


 


1.            Grant
of Security Interest. As collateral security for the payment, performance and observance of the Secured Obligations, now existing
or hereafter arising, absolute or contingent, the Pledgor pledges to the Pledgee, for its own benefit and for the benefit of each
Indemnified Party subject to the limitations set forth herein, and grants to the Pledgee, for its own benefit and the benefit of
each Indemnified Party subject to the limitations set forth herein, a security interest in the following property (collectively,
the “Collateral”): 


 


(a)          the
Pledged Interests, as more particularly described in Exhibit A attached hereto;


 


(b)          any
equity securities of the Pledgee (“Additional Interests”) and/or obligations of the Pledgee in respect of the
Pledged Interests that may hereafter be acquired by the Pledgor during the Pledge Period and, if any, the certificates or other
instruments or documents evidencing the same;


 


(c)          all
rights of Pledgor in and to all distributions in kind declared in respect of any or all of the foregoing during the Pledge Period;


 


(d)          any
cash received by Pledgee pursuant to Section 8 below during the Pledge Period;


 


(e)          any
cash or cash equivalent (the “Cash Collateral”) substituted by Pledgor for the Pledged Interests and/or the
Additional Interests (or any portion thereof) pursuant to the terms hereof; and


 




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(f)          all
proceeds and profits of any or all of the foregoing.


 


Pledgor and Pledgee do hereby acknowledge
and agree that Pledgor shall be entitled, at any time during the Pledge Period, to substitute Cash Collateral for all or any portion
of the Pledged Interests and/or the Additional Interests. Any Cash Collateral shall be held in a segregated account in the name
of both Pledgor and Pledgee (at an institution designated by Pledgee) and shall be released from such account only upon instructions
given by Pledgor and Pledgee, which instructions shall conform with the provisions of this Agreement.


 


2.            Delivery
of Certificates and Instruments. The Pledgor shall deliver to the Pledgee: (a) the original certificates or other instruments
or documents evidencing the Pledged Interests, if any, concurrently with the execution and delivery of this Agreement, and (b)
the original certificates or other instruments or documents evidencing all other Collateral (except for Collateral that this Agreement
specifically permits the Pledgor to retain) within ten (10) days after Pledgor’s receipt thereof. All Collateral that is
certificated securities shall be in bearer form or, if in registered form, shall be reflected as being subject to this Agreement
on the books of the transfer agent.


 


3.            Pledgor
Remain Liable. Notwithstanding anything herein to the contrary: (a) the Pledgor shall remain obligated, to the extent set forth
in the agreements (including, without limitation, the Pledgee’s Charter Documents) under which it has received, or has rights
or obligations in respect of its ownership of, the REIT Shares (“Related Agreements”) to perform its duties
and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by the Pledgee of any
of its rights hereunder shall not release the Pledgor from any of its duties or obligations under the Related Agreements, except
to the extent that such duties and obligations may have been terminated by reason of a sale, transfer or other disposition of the
Collateral pursuant hereto; and (c) the Pledgee shall not by reason of this Agreement have any obligations or liabilities under
the Related Agreements (beyond those imposed directly on the Pledgee by the express terms therein), nor shall the Pledgee be obligated
to perform any of the obligations or duties of the Pledgor under the Related Agreements or to take any action to collect or enforce
any claim for payment assigned hereunder. 


 


4.            Representations,
Warranties and Covenants. 


 


(a)          The
Pledgor represents, warrants and covenants, as of the date hereof (for itself and not jointly or jointly and severally with any
other Person), as follows:


 


(1)           Set
forth on Exhibit A attached hereto is a complete and accurate list and description of all Pledged Interests delivered by
Pledgor. Pledgor owns, directly or indirectly, all of such Pledged Interests, free and clear of all claims, mortgages, pledges,
liens, encumbrances and security interests of every nature whatsoever created (or allowed to be created) by Pledgor, except in
favor of the Pledgee. All other Collateral hereafter delivered by the Pledgor to the Pledgee will be owned, directly or indirectly,
by the Pledgor free and clear of all claims, mortgages, pledges, liens, encumbrances and security interests of every nature whatsoever,
except in favor of the Pledgee.


 


(2)           With
respect to the Pledgor, the address of its chief executive office and principal place of business, and the location of its books
and records relating to the Collateral, is set forth in Section 21 hereof. Pledgor will not change said address or location, or
merge or consolidate with any person or change its name during the Pledge Period, without at least fifteen (15) days’ prior
written notice to the Pledgee, and with respect to any such change in address or name or merger or consolidation, Pledgor shall
execute and deliver to the Pledgee such documents and take such actions as the Pledgee reasonably deems necessary to perfect and
protect the Pledgee’s security interests in and to the Collateral.


 


(3)           During
the Pledge Period (and, if and to the extent applicable, any Extended Pledge Period (as defined below)), the Pledgor will not create,
incur, assume or permit to exist any security interest in the Collateral (or during such Extended Pledge Period, the Retained Collateral
(as defined below)) other than the security interest created pursuant to this Agreement or sell, transfer, assign, pledge or grant
a security interest in the Collateral (or during such Extended Pledge Period, the Retained Collateral) to any Person other than
the Pledgee (provided that Pledgor shall be entitled to consent to the sale of the Pledged Interests or the Additional Interests
during the Pledge Period (and, if and to the extent applicable, the Extended Pledge Period) so long as such sale is not binding
or consummated until the Pledge Period has expired).


 




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(4)           The
Pledged Interests that are Collateral hereunder are fully paid and are not subject to any options to purchase or similar rights
of any kind granted by the Pledgor in favor of any Person, except pursuant to the terms of the Pledgee’s Charter Documents.


 


(5)           The
Pledgor has the power and authority to own its properties and to carry on its business as currently conducted.


 


(6)           The
Pledgor has the requisite power and authority to execute and deliver, and to perform its obligations under, this Agreement, and
has taken all necessary action to authorize such execution, delivery and performance.


 


(7)           This
Agreement constitutes the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with
its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting the rights and remedies of creditors or by the application of general equitable principles.


 


(8)           The
Pledgor’s execution, delivery and performance of this Agreement will not violate (as applicable) any law or regulation, or
any order or decree of any court or governmental instrumentality binding on Pledgor, or any provision of the Pledgor’s Charter
Documents, or any securities issued by, the Pledgor, and will not conflict with, or result in the breach of, or constitute a default
under, any indenture, mortgage, deed of trust, agreement or other instrument to which the Pledgor is a party or by which it is
bound, and will not result in the creation or imposition of any lien, charge or encumbrance upon any of the property of the Pledgor
pursuant to the provisions of any of the foregoing.


 


(9)           No
consent of any other Person (including, without limitation, as applicable, members and creditors of the Pledgor) and no consent,
license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with,
any governmental instrumentality is required in connection with the execution, delivery, performance, validity or enforceability
of this Agreement, except for (x) any of same necessary to issue, certificate or register the REIT Shares or (y) the filing of
any financing statements required or contemplated hereunder.


 


(10)        The
pledge of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in such Collateral
to the extent a security interest can be created therein pursuant to the New York Uniform Commercial Code, subject to any filings,
agreements or actions required pursuant to the New York Uniform Commercial Code or otherwise.


 


(11)        During
the Pledge Period (and any Extended Pledge Period, if and to the extent applicable), the Pledgor will take commercially reasonable
actions to defend the Pledgee’s security interest in the Collateral (or, during such Extended Pledge Period, the Retained
Collateral) against the claims and demands of all Persons whomsoever (other than Affiliates of Pledgee).


 


(12)        During
the Pledge Period (and any Extended Pledge Period, if and to the extent applicable), the Pledgor will take any and all commercially
reasonable actions necessary to maintain its status as a stockholder of the Pledgee and the shares of Pledgee’s Class “A”
common stock represented by the Pledged Interests.


 


(13)        During
the Pledge Period, the Pledgor will not enter into or assume any other agreement containing a negative pledge with respect to the
Collateral (or, during any Extended Pledge Period, if and to the extent applicable, with respect to the Retained Collateral).


 


(b)          The
Pledgee represents, warrants and covenants, as of the date hereof (for itself and not jointly or jointly and severally with any
other Person), as follows:


 




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(1)           During
the Pledge Period (and, if and to the extent applicable, any Extended Pledge Period (as defined below)), the Pledgee will not sell,
transfer, assign or the Collateral (or during such Extended Pledge Period, the Retained Collateral) to any Person or allow any
lien to be placed on or otherwise encumber the Collateral.


 


(2)           The
Pledged Interests and the Additional Interests that are Collateral hereunder will not be made subject to any options to purchase
or similar rights of any kind granted by the Pledgee in favor of any Person, except pursuant to the terms of the Pledgee’s
Charter Documents.


 


(3)           The
Pledgee has the power and authority to own its properties and to carry on its business as currently conducted.


 


(4)           The
Pledgee has the requisite power and authority to execute and deliver, and to perform its obligations under, this Agreement, and
has taken all necessary action to authorize such execution, delivery and performance.


 


(5)           This
Agreement constitutes the legal, valid and binding obligation of the Pledgee, enforceable against the Pledgee in accordance with
its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting the rights and remedies of creditors or by the application of general equitable principles.


 


(6)           The
Pledgee’s execution, delivery and performance of this Agreement will not violate (as applicable) any law or regulation, or
any order or decree of any court or governmental instrumentality binding on Pledgee, or any provision of the Pledgee’s Charter
Documents, or any securities issued by, the Pledgee, and will not conflict with, or result in the breach of, or constitute a default
under, any indenture, mortgage, deed of trust, agreement or other instrument to which the Pledgee is a party or by which it is
bound, and will not result in the creation or imposition of any lien, charge or encumbrance upon any of the property of the Pledgee
pursuant to the provisions of any of the foregoing.


 


(7)           No
consent of any other Person (including, without limitation, as applicable, stockholders and creditors of the Pledgee) and no consent,
license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with,
any governmental instrumentality is required in connection with the execution, delivery, performance, validity or enforceability
of this Agreement, except for (x) any of same necessary to issue, certificate or register the REIT Shares or (y) the filing of
any financing statements required or contemplated hereunder.


 


5.            Registration.
If any Claim (as defined below) remains unresolved thirty (30) days after the date of issuance of the applicable Claim Notice (as
defined below), and provided Pledgee has notified Pledgor in writing of its intention to take any of the actions specified in this
Section 5 and further provided Pledgor has not within three (3) business days from receipt of such written notification substituted
Cash Collateral in the amount of such Outstanding Claim (as defined below) for all (or an applicable portion) of the Pledged Interests
(and/or the Additional Interests), then Pledgee may cause all or any of the Collateral to be transferred to or registered in its
name or the name of its nominee or nominees. Notwithstanding anything contained herein to the contrary, Pledgee shall not be entitled
to take any action under this Agreement with respect to the Pledged Interests (or the Additional Interests) that is prohibited
by the terms, or would cause a breach or violation, of the Lock-Up Agreement or the Registration Rights Agreement.


 


6.            Claims;
Value of Collateral. 


 


(a)          Any
claims by an Indemnified Party for indemnification under the Contribution Agreement shall be made in accordance with Section 8.1
of the Contribution Agreement. On or prior to the first (1st) anniversary of the Closing (the “Survival Period”),
an Indemnified Party may give written notice (each a “Claim Notice”) to the Pledgor of any Loss that is subject
to indemnification under Section 8.1 of the Contribution Agreement (each a “Claim”). Pledgor and Pledgee shall
use commercially reasonable efforts to resolve any Claim within thirty (30) days of issuance of the applicable Claim Notice. Any
Claim that has not been resolved to the mutual satisfaction of Pledgor and Pledgee shall be referred to hereunder as an “Outstanding
Claim”. The amount required to satisfy any Claim shall be disclosed in the Claims Notice, as estimated by the Independent
Directors (as defined below) in their reasonable discretion, and same shall be binding on Pledgor unless manifestly erroneous (such
amount(s) being referred to, individually and collectively, as the “Estimated Claims Amount”).


 




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(b)          The
value of Collateral (the “Value”) shall be determined as follows: (i) with respect to Collateral consisting
of the REIT Shares, an amount equal to ten percent (10%) of the aggregate monetary value of the REIT Shares (determined by the
Share Price on the Closing Date); (ii) for all other non-cash (or non-cash equivalent) Collateral, the fair market value of such
Collateral as determined by the independent directors of the Pledgee who meet the New York Stock Exchange standards of independence
for directors, as determined by the board of directors of the Pledgee (the “Independent Directors”).


 


7.            Voting
Rights and Certain Payments Prior to Occurrence of Secured Obligations and Other Events. 


 


(a)          Unless
and until a Claim Notice has been properly issued, the Pledgor shall be entitled to exercise, in its sole discretion but not inconsistent
with the terms hereof, the voting power with respect to any such Collateral, and for that purpose the Pledgee shall (if such Collateral
shall be registered in the name of the Pledgee or its nominee in strict compliance with the terms hereof) execute, or cause to
be executed, from time to time such proxies or other instruments in favor of the Pledgor or its nominee in such form and for such
purposes as shall be reasonably required and specified in writing by the Pledgor, to enable the Pledgor to exercise such voting
power with respect to such Collateral. If a Claim Notice has been properly issued by Pledgee, then the rights granted under this
Paragraph 7(a) shall be exercisable by Pledgee, rather than Pledgor, with respect to Collateral having a Value equal to the Estimated
Claims Amount (the “Claims Pending Collateral”), with Pledgor retaining the rights granted hereunder relating
to all other Collateral.


 


(b)          Unless
and until a Claim Notice has been properly issued, the Pledgor shall be entitled to receive and retain for its own account any
and all regular cash distributions (but not distributions in the form of Additional Interests or other securities, distributions
in kind or liquidating distributions, all of which shall be delivered and applied in accordance with Section 8 hereof) and interest
at any time and from time to time paid upon any of such Collateral, and the Pledgee shall have no rights in or to same by virtue
of this Agreement. Any of such regular cash distributions or interest paid while any Outstanding Claim exists shall be deemed part
of the Collateral under this Agreement and thereafter subject to the terms hereof relating to such Collateral.


 


8.            Extraordinary
Payments and Distributions. In case, upon the dissolution or liquidation (in whole or in part) of the Pledgee, any sum shall
be paid as a liquidating distribution or otherwise upon or with respect to any of the Collateral during the Pledge Period, such
sum shall be paid over to the Pledgee promptly, and in any event within ten (10) days after receipt thereof, to be held by the
Pledgee as additional Collateral hereunder and all of the same shall constitute Collateral for all purposes hereof. Any such payment
made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in
or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any
such payment applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and thereafter
subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution of Additional
Interests shall be made with respect to the Collateral, or Additional Interests or fractions thereof shall be issued pursuant to
any split involving any of the Collateral, or any distribution of capital shall be made on any of the Collateral, or any shares,
obligations or other property shall be distributed upon or with respect to the Collateral pursuant to a recapitalization or reclassification
of the capital of the Pledgee, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization
of the Pledgee, or pursuant to the merger or consolidation of the Pledgee with or into another entity, the shares, obligations
or other property so distributed shall be delivered to the Pledgee promptly, and in any event within ten (10) days after receipt
thereof, to be held by the Pledgee as additional Collateral hereunder, and all of the same shall constitute Collateral for all
purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor, and
the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains
held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained
Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. 


 




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9.            Pledgor
Obligations Not Affected. The obligations of the Pledgor hereunder shall remain in full force and effect and shall not be impaired
by: 


 


(a)          any
bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of the Pledgor;


 


(b)          any
amendments to or modifications of any instrument (other than this Agreement) securing any of the Secured Obligations provided that
the Pledgor has consented to same (such consent not to be unreasonably conditioned, delayed or denied);


 


(c)          the
taking of additional security for, or any guaranty of, any of the Secured Obligations or the release or discharge or termination
of any security or guaranty for any of the Secured Obligations; or


 


(d)          the
lack of enforceability of any of the Secured Obligations against the Pledgor or any other person, whether or not the Pledgor shall
have notice or knowledge of any of the foregoing.


 


10.         Voting
Rights and Certain Payments After Occurrence of Claim Notice and Certain Other Events. 


 


(a)          From
and after the issuance of any Claim Notice, all rights of the Pledgor to exercise, or refrain from exercising, all voting power
with respect to, and to otherwise exercise all ownership rights arising from, the Claims Pending Collateral shall cease, and thereupon
the Pledgee shall be entitled to exercise all voting power with respect to such Claims Pending Collateral and otherwise exercise
such ownership rights as though the Pledgee were the outright owner of such Claims Pending Collateral (Pledgor shall retain such
voting power with respect to all other Collateral). If the Independent Directors of the Pledgee reasonably determine that the Estimated
Claims Amount equals or exceeds the Value of the Collateral then available to satisfy such Outstanding Claims, then the Pledgor
shall no longer be the owner of such Collateral for tax purposes and all rights of the Pledgor to receive and retain the distributions
and interest which it would otherwise be authorized to receive and retain pursuant to Section 7 hereof shall cease, and thereupon
the Pledgee shall be entitled to receive and retain, as additional Collateral hereunder, any and all distributions and interest
at any time and from time to time paid upon any of such Collateral, provided that, concurrent with making such determination, the
Pledgee gives notice thereof to the Pledgor.


 


(b)          All
payments, distributions or other property or assets that are received by the Pledgor contrary to the provisions of paragraph (a)
of this Section 10 shall be received and held in trust for the benefit of the Pledgee, shall be segregated from other funds of
the Pledgor and shall be forthwith paid over to the Pledgee.


 


11.         Application
of Cash Collateral. Any cash received and retained by the Pledgee as additional Collateral pursuant to Section 8 hereof may
at any time and from time to time be applied (in whole or in part) by the Pledgee, at its option, in strict accordance with the
terms and conditions hereof, to the payment of the Secured Obligations which such Collateral secures (in the order described in
paragraph 12 below), but only if and to the extent any such payment is required hereunder. 


 


12.         Application
of Proceeds. Except as otherwise expressly provided herein, any cash received and retained pursuant to Section 8 hereof shall
be applied by the Pledgee: first to the payment in full of the Secured Obligations, but only if and to the extent any such payment
is required hereunder; and then, to the payment to the Pledgor, or its successors or assigns or as a court of competent jurisdiction
may direct, of any surplus then remaining.


 


13.         Remedies
With Respect to the Collateral. 


 


(a)          If
any Claim remains unresolved thirty (30) days after the date of receipt of the applicable Claim Notice, then Pledgee, without obligation
to resort to other security, shall have the right at any time and from time to time thereafter to apply, after three (3) business
days’ prior written notice to Pledgor (each an “Application Notice”), Collateral with a Value equal to
the Estimated Claims Amount, in one or more parcels at the same or different times, and to receive all right, title and interest,
claim and demand therein and right of redemption thereof, same to be applied by Pledgee to payment of such Outstanding Claims.


 




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(b)          Notwithstanding
anything to the contrary in this Agreement or the Contribution Agreement, the sole recourse of the Pledgee against the Pledgor
for the Secured Obligations is limited to the rights of the Pledgor in any Collateral that is applied by the Pledgee in strict
accordance with the terms and conditions hereof to satisfy such Secured Obligations.


 


(c)          No
demand, advertisement or notice, all of which are hereby expressly waived, shall be required in connection with any transfer of
Collateral to the Pledgee in strict accordance with the terms and conditions of this Agreement.


 


(d)          Subject
to the provisions of Section 13(b) above, the remedies provided herein in favor of the Pledgee relating to the Collateral shall
not be deemed exclusive, but shall be cumulative, and shall be in addition to all other remedies in favor of the Pledgee relating
to the Collateral existing at law or in equity.


 


14.         Care
of Collateral. The Pledgee shall have no duty as to the collection or protection of the Collateral or any income thereon or
as to the preservation of any rights pertaining thereto, beyond the safe custody of any thereof actually in its possession. With
respect to any maturities, calls, conversions, exchanges, redemptions, offers, tenders or similar matters relating to any of the
Collateral (herein called “events”), the Pledgee’s duty shall be fully satisfied if (i) the Pledgee exercises
reasonable care to ascertain the occurrence and to give reasonable written notice to the Pledgor of any events applicable to any
Collateral which are registered and held in the name of the Pledgee or its nominee, (ii) the Pledgee gives the Pledgor reasonable
written notice of the occurrence of any events, of which the Pledgee has actual knowledge, as to any securities which are in bearer
form or are not registered and held in the name of the Pledgee or its nominee (the Pledgor agreeing to give the Pledgee reasonable
written notice of the occurrence of any events applicable to any securities Collateral in the possession of the Pledgor of which
the Pledgor has received knowledge), and (iii) (a) the Pledgee endeavors to take such action with respect to any of the events
as the Pledgor may reasonably and specifically request in writing in sufficient time for such action to be evaluated and taken
or (b) if the Pledgee reasonably determines that the action requested might adversely affect the value of the Collateral, the collection
of the Secured Obligations, or otherwise prejudice the interests of the Pledgee, the Pledgee gives reasonable written notice to
the Pledgor that any such requested action will not be taken and if the Pledgee makes such determination or if the Pledgor fails
to make such timely request, the Pledgee takes such other action as it deems advisable in the circumstances. Except as hereinabove
specifically set forth, the Pledgee shall have no further obligation, under this Agreement only, to ascertain the occurrence of,
or to notify the Pledgor with respect to, any events and shall not be deemed to assume any such further obligation as a result
of the establishment by the Pledgee of any internal procedures with respect to any Collateral in its possession. 


 


15.         Power
of Attorney. The Pledgor hereby appoints the Pledgee to act during the Pledge Period (and, if and to the extent applicable,
any Extended Pledge Period) as the Pledgor’s attorney-in-fact for the purpose of carrying out the provisions of this Agreement
and taking any action and executing any instrument that the Pledgee reasonably may deem necessary or advisable to accomplish the
purposes hereof, provided that Pledgee has given Pledgor prior reasonable written notice of Pledgee’s intention to exercise
such attorney-in-fact rights. Without limiting the generality of the foregoing, at any time while an Outstanding Claim exists,
the Pledgee shall have the right and power (a) with respect to any Claims Pending Collateral to satisfy a Secured Obligation in
strict accordance with the terms and conditions herein, to receive, endorse and collect all checks and other orders for the payment
of money made payable to the Pledgor representing any interest or other distribution payable in respect of such Claims Pending
Collateral or any part thereof and to give full discharge for the same, and (b) to execute endorsements, assignments or other instruments
of conveyance or transfer with respect to all or any of the Claims Pending Collateral; provided, that the Pledgee shall provide
reasonable written notice to the Pledgor prior to taking any such action under the foregoing clauses (a) and (b). For purposes
of this Section 15 and Section 14 above, “reasonable written notice” shall mean written notice given within five (5)
days of the occurrence of the event, issue or at least five (5) days prior to the date on which such requisite action will be taken.


 




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16.         Further
Assurances. The Pledgor shall, at its sole cost and expense, upon reasonable request of the Pledgee, duly execute and deliver,
or cause to be duly executed and delivered, to the Pledgee such further instruments and documents and take and cause to be taken
such further actions as may be necessary or proper in the reasonable opinion of the Pledgee to carry out more effectually the provisions
and purposes of this Agreement; provided that none of the same will materially affect Pledgor’s or Pledgee’s rights
hereunder or materially increase their obligations hereunder. 


 


17.         No
Waiver. No failure on the part of the Pledgee to exercise, and no delay on the part of the Pledgee in exercising, any of its
options, powers, rights or remedies hereunder during the Pledge Period, or partial or single exercise thereof, shall constitute
a waiver thereof or preclude any other or further exercise thereof or the exercise of any other option, power, right or remedy
during the Pledge Period. 


 


18.         Security
Interest Absolute. All rights of the Pledgee hereunder, grant of a security interest in the Collateral and all obligations
of the Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the
Contribution Agreement, any of the Secured Obligations or any other agreement or instrument relating thereto, (b) any change in
any term of all or any of the Secured Obligations or any other amendment or waiver of, or any consent to any departure from, the
Contribution Agreement or any other agreement or instrument or (c) any other circumstance that might otherwise constitute a defense
available to, or a discharge of the Pledgor in respect of the Secured Obligations or in respect of this Agreement. 


 


19.         Expenses.
Pledgor agrees to pay the Pledgee all reasonable out-of-pocket expenses of the Pledgee (including reasonable expenses for legal
services of every kind) of, or incident to the enforcement of, any provisions of this Agreement. Pledgee agrees to pay the Pledgor
all reasonable out-of-pocket expenses of the Pledgor (including reasonable expenses for legal services of every kind) of, or incident
to the enforcement of, any obligations of Pledgee hereunder.


 


20.         End
of Pledge Period; Return of Collateral. 


 


(a)          For
purposes of this Agreement, the “Pledge Period” means the period beginning on the date hereof and ending on
the six (6) month anniversary of the date hereof; provided, that, if there are any Outstanding Claims at the time
of termination of the Pledge Period, the Pledgee shall have the right to retain, pending resolution of such Outstanding Claim(s)
pursuant to Section 8.1 of the Contribution Agreement, and at all times subject to the terms hereof, Collateral equal in Value
to the Estimated Claims Amount (“Retained Collateral”). Solely with respect to such Retained Collateral, the
Pledge Period shall be deemed to continue (an “Extended Pledge Period”) until the earlier to occur of (i) the
ten (10) month anniversary of the date hereof or (ii) the resolution pursuant to Section 8.1 of the Contribution Agreement, of
the Outstanding Claim(s) to which such Retained Collateral relates; provided, however, if any Outstanding Claims remain in existence
on the ten (10) month anniversary of the date hereof, then Pledgor shall be required to deliver Replacement Collateral (as defined
below) to Pledgee before the Extended Pledge Period may end. Following the expiration of the Pledge Period, the Pledgor shall be
required to maintain for the balance of the Survival Period a minimum net worth of not less than $10,000,000.00.


 


(b)          Upon
the termination of the Pledge Period (or the Extended Pledge Period, if and to the extent applicable), the Pledgor shall be entitled
to, and the Pledgee promptly shall effect, the return to the Pledgor of all of the Collateral (and all other cash or other items
held as additional Collateral hereunder) that has not been used or applied toward the payment of the Secured Obligations in strict
accordance with the terms hereof (it being understood, for the sake of clarity, that Collateral not so used or applied shall become
subject to the foregoing return obligation on and as of the last day of the Pledge Period, except for any Retained Collateral,
which shall become subject to the foregoing return obligation on and as of the date determined in accordance with Section 20(a)
above). The Pledgee shall take all necessary actions to effect and evidence the return of Collateral under this Section 20, including,
without limitation, the filing of UCC termination statements with respect to, and the return to the Pledgor of certificates, if
any, representing the Pledged Interests (or Additional Interests) comprising, such Collateral.


 




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(c)          The
assignment by the Pledgee to the Pledgor of such Collateral shall be without representation or warranty of any nature whatsoever
except as otherwise provided in Paragraph 4(b) above. Pledgor shall be entitled to exercise any and all rights or remedies available
to it at law or in equity concerning Pledgee’s performance of its obligations hereunder (or any breach of the representations
or warranties made by Pledgee hereunder).


 


(d)          Notwithstanding
anything to the contrary in this Agreement, the Pledgor shall have the right to substitute Cash Collateral for (i) any Pledged
Interests or Additional Interests that are subject to application by Pledgee following issuance of an Application Notice or (ii)
any Pledged Interests (or Additional Interests) constituting Retained Collateral (“Replacement Collateral”)
by depositing such Replacement Collateral with the Pledgee (same to be held subject to the Cash Collateral provisions set forth
in Section 1 and elsewhere herein) and instructing the Pledgee to release the Pledged Interests (or Additional Interests) for which
they are substituted; provided, that as of the date of such substitution, the Value of the Replacement Collateral
shall be equal to or greater than the Estimated Claims Amount. Upon replacement of the Pledged Interests (or Additional Interests)
with Replacement Collateral meeting the requirements stated above, the Pledgee’s security interest in the replaced Pledged
Interests (or Additional Interests) shall terminate and be released and the Pledgee shall take all necessary actions to effect
and evidence the return of the Pledged Interests (or Additional Interests), including, without limitation, the filing of UCC termination
statements with respect to such Pledged Interests (or Additional Interests), and the prompt delivery of the original certifications,
if any, or other instruments or documents evidencing the Pledged Interests (or Additional Interests). The continuing lien and perfected
security interest granted by the Pledgor to the Pledgee shall automatically apply and attach to and be granted with respect to
the Replacement Collateral and Pledgor shall execute and deliver to the Pledgee such documents and take such actions as the Pledgee
reasonably deems necessary to perfect and protect the Pledgee’s security interests in and to the Replacement Collateral.


 


21.         Notices.
All notices and other communications in connection with this Agreement shall be made in writing and delivered by hand, recognized
overnight delivery service or by certified or registered mail, postage prepaid, with return receipt requested: 


 


	If to Pledgee:	c/o BRG Manager, LLC
	 	712 Fifth Avenue, 9th Floor
	 	New York, NY 10019
	 	Attn:  R. Ramin Kamfar
	 	 
	If to Pledgor:	c/o ___________________
	 	712 Fifth Avenue, 9th Floor
	 	New York, NY 10019
	 	Attn: Jordan B. Ruddy


 


22.         Amendments
and Waivers. No amendment or waiver of any provision of this Agreement shall in any event be effective unless the same shall
be in writing and signed by the Pledgee and the Pledgor. 


 


23.         Governing
Law. This Agreement and the rights and obligations of the Pledgee and the Pledgor hereunder shall be construed in accordance
with and governed by the law of the State of New York (without giving effect to the conflict-of-laws principles thereof). 


 


24.         [Reserved].



 




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25.         Transfer
or Assignment. Except with respect to any assignment or transfer by the Pledgee to an Affiliate (which shall not require the
Pledgor’s consent, but as to which the Pledgee will give prior written notice to the Pledgor), none of the Pledgor or Pledgee
may assign or transfer any of their respective rights under and interests in this Agreement without the prior written consent of
the Pledgor (if the assignor/transferee is the Pledgee) or of the Pledgee (if the assignor/transferee is the Pledgor), which consent
shall not be unreasonably withheld, conditioned or delayed; provided, however, that no consent of the
Pledgor is required hereunder for (a) the assignment or transfer by the Pledgee of any of its rights under and interests in the
Contribution Agreement to any permitted assignee under the Contribution Agreement or (b) the Pledgee to act hereunder as agent
on behalf of any Person who becomes a Indemnified Party. Upon receipt of such consent (if required under this Section 25), the
Pledgee may deliver the Collateral or any portion thereof to its assignee/transferee who shall thereupon, to the extent provided
in the instrument of assignment, have all of the rights and obligations of the Pledgee hereunder with respect to the Collateral,
and the Pledgee shall thereafter be fully discharged from any responsibility with respect to the Collateral so delivered to such
assignee/transferee provided that such assignee/transferee has expressly assumed in writing all duties and obligations of the Pledgee
hereunder to the reasonable satisfaction of Pledgor. However, no such assignment or transfer shall relieve such assignee/transferee
of those duties and obligations of the Pledgee specified hereunder. 


 


26.         Benefit
of Agreement. This Agreement shall be binding upon and inure to the benefit of the Pledgor and the Pledgee and their respective
successors and permitted assigns, and all subsequent holders of the Secured Obligations. 


 


27.         Counterparts.
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original and all of which shall together constitute one and the same agreement.



 


28.         Captions.
The captions of the sections of this Agreement have been inserted for convenience only and shall not in any way affect the meaning
or construction of any provision of this Agreement. 


 


29.         Complete
Agreement. This Agreement and the Contribution Agreement, as applicable, constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede all other understandings, oral or written, with respect to the subject matter
hereof. 


 


30.         Severability.
In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired
provided that the parties retain all of the material rights afforded to them herein notwithstanding the removal of such invalid,
illegal or unenforceable provision. 


 


31.         No
Third-Party Beneficiaries. Except as may be expressly provided or incorporated by reference herein, no provision of this Agreement
is intended, nor shall it be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind
in any customer, affiliate, stockholder, partner, member, director, officer or employee of any party hereto or any other Person
or entity. 


 


[SIGNATURES ON FOLLOWING
PAGE]


 




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IN WITNESS WHEREOF,
the parties hereto have duly executed and delivered this Agreement on the day and year written below.


 


	 	Pledgor:
	 	 	 
	 	By: 	 
	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	 	Authorized Signatory
	Dated: ___________, 2014	 	 


 


 


	

	Pledgee:
	 	 
	 	 	Bluerock Residential Growth REIT, Inc., a Maryland corporation 
	 	 	 
	 	 	 	By:	 
	 	 	 	 	 
	 	 	 	Name:	 
	 	 	 	 	 
	Dated: ___________, 2014	 	 	Title:	 


 




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EXHIBIT A


TO


PLEDGE AGREEMENT


 


Description of Pledged Interests


 


	Name of Pledgor	Certificate Number or Book Entry Number	Pledged Interests


 




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APPENDIX 1.2


 


Defined Terms


 


“Advisor”
shall mean BRG Manager, LLC, a Delaware limited liability company, as advisor to the REIT.


 


“Affiliate”
shall mean: (a) an entity that directly or indirectly controls, is controlled by or is under common control with the party in question;
or (b) an entity at least a majority of whose economic interest is owned by the party in question; and the term “control”
means the power to direct the management of such entity through voting rights, ownership or contractual obligations.


 


“Agreement”
shall have the meaning given to it in the preamble to this Agreement.


 


“BEMT Springhouse”
shall have the meaning given to it in the Recitals to this Agreement.


 


“BR Springhouse
JV Member” shall have the meaning given to it in the Recitals to this Agreement.


 


“Business
Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks are authorized or required
to close under applicable laws, or are in fact closed, in New York, New York.


 


“Charter Documents”
shall mean, with respect to any entity, its articles of incorporation, declaration of trust, bylaws, partnership agreement, statement
of partnership, certificate of limited partnership, limited liability company agreement, limited liability company certificate
or articles, or other charter or governing or organizational documents, and all applicable amendments or supplements to any of
the foregoing.


 


“Closing”
shall mean the occurrence of the following: (i) the satisfaction of all conditions precedent set forth herein, including, but not
limited to the Transaction Conditions (or the waiver in writing of such condition by the Party entitled to the benefit of such
condition) and (ii) the execution and delivery of the other documents and items to be executed and delivered pursuant to Article
4 and the other provisions hereof; and (iii) the consummation of the contribution of the Springhouse Interests for the Consideration
as provided in this Agreement.


 


“Closing Date”
shall mean the date on which the Closing occurs.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time.


 


“Commercially
Reasonable Efforts” shall mean, whenever there is imposed on any Party such standard, that such Party shall be required
to exert those efforts or diligence only to the extent they are economically feasible, practicable and reasonable under the circumstances
and shall not impose upon such Party material financial or other burdens or require any Party to institute any legal action.


 


“Companies”
shall mean each of BR Springhouse JV Member, LLC, BR Hawthorne Springhouse JV, LLC, a Delaware limited liability company, and BR
Springhouse, LLC, a Delaware limited liability company.


 


“Company Information”
shall have the meaning given to it in Section 2.2 of this Agreement.


 


“Contributor”
shall mean SOIF.


 


“Disclosure
Schedule” shall mean the schedule annexed to this Agreement which lists any exceptions to the applicable representations,
warranties or disclosures made in the main text of the Agreement. If there is no Disclosure Schedule annexed to this Agreement,
there shall be no such exceptions.


 


“Due Diligence
Materials” shall mean the Property Information, the Company Information and any other reports, financial statements or
written materials delivered or made available to REIT by or on behalf of Contributor prior to the end of the Due Diligence Period.


 




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“Encumber”
shall mean to voluntarily or involuntarily create, or permit to suffer the creation of, any Encumbrances.


 


“Encumbrances”
shall mean any and all security interests, pledges, liens, charges, easements, encroachments, claims, purchase options or other
encumbrances or restrictions of any kind on title to any asset, including, without limitation, any restriction on the use, transfer,
receipt of income or other exercise of any attribute of ownership of such asset (not including applicable Laws).


 


“Environmental
Laws” shall mean, without limitation, the Resource Conservation and Recovery Act and the Comprehensive Environmental
Response Compensation and Liability Act and other federal, state, county, municipal and other local laws governing or relating
to Hazardous Materials or the environment together with their implementing regulations, ordinances and guidelines.


 


“ERISA”
shall mean Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.


 


“Existing
Title Exceptions” shall mean as to the Existing Title Policy, the exceptions set forth in such Existing Title Policy.


 


“Existing
Title Policy” shall mean the most recent owner’s title insurance policy insuring Springhouse Titleholder, a copy
of which (together with copies of all exception documents) has been or will be delivered to REIT as part of the Property Information.


 


“FIRPTA Certificate”
shall have the meaning given to it in Section 4.3(b) hereof.


 


“Governmental
Authority” and “Governmental Authorities” shall mean any governmental authority having jurisdiction
over any of the Property, REIT, Contributor, the Companies or any of their respective Affiliates, including, without limitation,
the United States of America, the state, county and municipality where the Property is located, and any court, agency, department,
commission, board, bureau, utility district, flood control district, improvement district or similar district, or other instrumentality
of any of them.


 


“Hazardous
Materials” shall mean, without limitation, polychlorinated biphenyls, urea formaldehyde, radon gas, lead paint, radioactive
matter, asbestos, petroleum products, including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied
natural gas, or synthetic gas usable for fuel (or mixtures of natural gas or such synthetic gas), and any substance, material,
waste, pollutant or contaminant listed or defined as hazardous, infectious or toxic under any Environmental Law.


 


“Improvements”
shall mean, as to the Property, all buildings, fixtures, structures, parking areas, landscaping and other improvements located
on the applicable Land.


 


“Intangible
Property” shall mean, as to the Property, all right, title and interest of Springhouse Titleholder in and to all intangible
personal property owned by Springhouse Titleholder and now or hereafter used in connection with the operation, ownership, maintenance,
management, or occupancy of the Springhouse Property, including, without limitation, any and all trade names and trademarks associated
with such Springhouse Property; the plans and specifications for the applicable Improvements, including as-built plans; unexpired
warranties, guarantees, indemnities and claims against third parties; contract rights related to the construction, operation, repair,
renovation, ownership or management of the Springhouse Property; pending permit or approval applications as well as existing permits,
approvals and licenses (to the extent assignable); insurance proceeds and condemnation awards; and books and records relating to
the Springhouse Property.


 


“Interests”
shall mean SOIF Springhouse Interests.


 


“Issued OP
Units” shall mean that number of units of limited partnership interests in the Operating Partnership equal to the consideration
paid by REIT to Contributor pursuant to Section 1.3(b) hereof divided by the final per share price of Class A common stock
offered to the public in the IPO.


 




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“KeyBank Line
of Credit” shall mean that certain revolving line of credit lending facility provided by KeyBank, N.A., and its affiliates
to Contributor and certain of its affiliates.


 


“Land”
shall mean, for the Property, the land owned by Springhouse Titleholder, as described in the Existing Title Policy insuring such
Springhouse Titleholder, and all rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances in anywise
appertaining to the land, including any and all mineral rights, development rights, water rights and the like; and all right, title,
and interest of Springhouse Titleholder in and to all strips and gores and any land lying in the bed of any street, road or alley,
open or proposed, adjoining the land.


 


“Laws”
shall mean all applicable federal, state and local laws, rules, ordinances, regulations and codes, including without limitation,
all zoning, building, health and safety, environmental, land use and persons with disabilities requirements.


 


“Leases”
shall mean, as to the Property, all leases, subleases or other occupancy agreements pursuant to which any person has the right
to occupy space in the Improvements.


 


“Lender”
shall mean any lender, and its successors and assigns, identified under each Loan.


 


“Limitation
Period” shall have the meaning given to it in Section 6.8 hereof.


 


“Lock-up Agreement”
shall mean that certain Lock-up Agreement executed by or on behalf of Bluerock Multifamily Advisor, LLC.


 


“Loan”
and “Loans” shall mean, individually and collectively as applicable, the mortgage loans encumbering the Property.


 


“Loan Documents”
shall mean the documents and instruments evidencing and securing each of the Loans.


 


“LTIP Units” shall have
the meaning given to it in Section 5.4 hereof.


 


“Mandatory
Cure Items” shall have the meaning given to it in Section 2.4.


 


“Material
Adverse Effect” shall mean any circumstance, change or effect that (a) is materially adverse to the business, assets,
property, results of operations or financial condition of any of the Companies or the Property, individually or in the aggregate,
or (b) materially impedes the ability of the Contributor to consummate the transactions contemplated hereby; provided, however,
a Material Adverse Effect shall exclude any circumstance, change or effect resulting from any one or more of the following: (i)
any change in the United States or foreign economies or securities or financial markets in general, that does not materially disproportionately
affect the business, assets, property, results of operations or financial condition of the Companies taken as a whole as compared
to other similarly situated Persons in the industries in which the Companies operate, (ii) any change that generally affects any
industry in which any of the Companies operates, that does not materially disproportionately affect the business, assets, property,
results of operations or financial condition of the Companies taken as a whole as compared to other similarly situated Persons
in the industries in which the Companies operate; (iii) any change arising in connection with hostilities, acts of war, sabotage
or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism
or military actions existing or underway as of the date hereof; (iv) any action taken by REIT in respect of the transactions contemplated
hereby or in respect of the applicable Companies; (v) any changes in applicable Laws or accounting rules, which do not materially
disproportionately affect the Companies taken as a whole as compared to other similarly situated Persons in the industries in which
the Companies operate; or (vi) any effect resulting from the public announcement of this Agreement, compliance with terms of this
Agreement or the consummation of the transactions contemplated hereby.


 


“Objections”
shall have the meaning given to it in Section 2.4 hereof.


 


“Objection
Notice” shall have the meaning given to it in Section 2.4 hereof.


 




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“Operating
Partnership” shall have the meaning given to it in the preamble to this Agreement.


 


“Org Chart”
shall mean the organizational chart attached to this Agreement as Exhibit B.


 


“Permitted
Exceptions” shall mean, the Existing Title Exceptions, any additional exceptions approved or deemed approved by REIT
pursuant to Section 2.4 of this Agreement, documents and instruments securing any Loan, real estate Taxes not yet due and
payable and the rights of tenants in possession as tenants only under the Leases without any option to purchase or right of first
refusal with respect to the Property.


 


“Person”
shall mean a corporation, partnership, limited liability company, business trust or individual.


“Personal
Property” shall mean as to the Real Property, all right, title and interest of the Springhouse Titleholder in and to
all tangible personal property now or hereafter used in connection with the operation, ownership, maintenance, management, or occupancy
of such Real Property, including, without limitation, all equipment, machinery, heating, ventilating and air conditioning units,
furniture, art work, furnishings, trade fixtures, office equipment and supplies, and, whether stored on or off-site, all tools
and maintenance equipment, supplies, and construction and finish materials not yet incorporated in the Improvements but held for
repairs and replacements.


 


“Pledge Agreement”
shall have the meaning given to it in Section 8.3 hereof.


 


“Property”
shall have the meaning given to it in the definition of “Springhouse Property”.


 


“Property
Information” shall have the meaning given to it in Section 2.2 hereof.


 


“Real Property”
shall mean the Land and the Improvements.


 


“REIT”
shall have the meaning given to it in the preamble to this Agreement.


 


“REIT’s
Representatives” shall have the meaning given to it in Section 2.1 hereof.


 


“Rent Roll”
shall mean the rent roll for the Property delivered to REIT as part of the Property Information.


 


“Rents”
shall mean, for the Property, all income from the applicable Real Property, including without limitation, all fixed or base rent,
percentage rent, additional rent or other amounts payable by tenants under Leases with respect to operating expenses, Taxes or
other charges under the Leases.


 


“Service Contracts”
shall mean, all service contracts and other contracts, agreements or instruments relating to the ownership, use, management or
operation of the Property, including equipment leases or any other lease in which Springhouse Titleholder is lessee, but excluding
the Leases, which are not cancellable upon less than ninety (90) days prior notice or which are valued in excess of fifty thousand
dollars ($50,000) annually.


 


“Share Price”
shall mean the final per share price of Class “A” common stock offered to the public in the IPO.


 


“SOIF”
shall have the meaning given to it in the preamble to this Agreement.


 


“SOIF Assignment
of Interests” shall have the meaning given to it in Section 4.3(a) hereof.


 


“SOIF Springhouse
Interests” shall have the meaning given to it in the Recitals to this Agreement.


 


“Springhouse
Interests” shall have the meaning given to it in the Recitals to this Agreement.


 


“Springhouse
Property” or “Property” shall mean that certain multi-family apartment complex containing approximately
432 units known as Springhouse at Newport News located in Newport News, Virginia, as specifically set forth and identified by Exhibit
A, and shall include the Real Property, the Leases, the Rents, the Personal Property, and the Intangible Property.


 




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“Springhouse
Titleholder” shall have the meaning given to it in the Recitals to this Agreement.


 


“Subsidiary”
and “Subsidiaries” shall mean, individually and collectively, each of the limited liability companies owned
directly or indirectly by each of the Companies, as shown on the Org Chart attached to this Agreement as Exhibit B.


 


“Tax”
and “Taxes” shall mean, individually and collectively, all federal, state, local, foreign, and other taxes,
including, without limitation, income taxes, estimated taxes, alternative minimum taxes, excise taxes, sales taxes, use taxes,
value-added taxes, gross receipts taxes, bulk sales taxes, transient occupancy taxes, franchise taxes, capital stock taxes, employment
and payroll-related taxes, withholding taxes, stamp taxes, Transfer Taxes and property taxes, whether or not measured in whole
or in part by net income, and all deficiencies or other additions to taxes, including interest, fines and penalties.


 


“Title and
Authority Warranties” shall have the meaning given to it in Section 6.8 hereof.


 


“Transaction
Conditions” shall have the meaning given to it in Section 4.2(a) hereof.


 


“Transfer
Taxes” shall mean any and all taxes on the transfer, or deemed transfer, of the Property as a result of the conveyance
of the Springhouse Interests pursuant to this Agreement payable pursuant to applicable Laws, but if and only to the extent that
the conveyance of the Springhouse Interests pursuant to this Agreement is deemed to constitute a transfer of the Property that
is subject to such tax, but not including real estate taxes or income taxes.


 








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