Exhibit 10.10


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT
(“Agreement”) is made and entered into as of October 6, 2022 (the “Effective Date”),
by and among Bluerock Homes Trust, Inc., a Maryland corporation (the “REIT,” which terms shall include any entity
controlled directly or indirectly by the REIT), Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Operating
Partnership”) and Michael DiFranco, an individual (“Indemnitee”). The term “Company”
as used in this Agreement is intended to refer to both or either of the REIT and/or the Operating Partnership, as the context requires
so as to interpret the relevant provision in such a manner as to permit the broadest scope of allowable indemnification for Indemnitee
hereunder permitted by applicable law and regulations.


 


WHEREAS, at the request of
the REIT, Indemnitee currently serves or will serve as an officer of the REIT and may, therefore, be subjected to claims, suits or proceedings
arising as a result of such service; 


 


WHEREAS, as an inducement
to Indemnitee to serve or continue to serve in such capacity, the Company has agreed to indemnify Indemnitee and to advance expenses and
costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the maximum extent permitted by law;


 


WHEREAS, the parties by this
Agreement desire to set forth their agreement regarding indemnification and advance of expenses.


 


NOW, THEREFORE, in consideration
of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1.               
Definitions. For purposes of this Agreement:


 


(a)              
“Change in Control” means a change in control of the Company occurring after the Effective Date of a
nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar
item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation,
such a Change in Control shall be deemed to have occurred if, after the Effective Date, (i) any “person” (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of all of
the Company’s then-outstanding securities entitled to vote generally in the election of directors without the prior approval of
at least two-thirds of the members of the board of directors of the Company (the “Board of Directors”) in office
immediately prior to such person’s attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale
of assets, plan of liquidation or other reorganization not approved by at least two-thirds of the members of the Board of Directors then
in office, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute
less than a majority of the Board of Directors thereafter; or (iii) at any time, a majority of the members of the Board of Directors are
not individuals (A) who were directors as of the Effective Date or (B) whose election by the Board of Directors or nomination for election
by the Company’s stockholders was approved or recommended (1) by the affirmative vote of at least two-thirds of the directors then
in office who were directors as of the Effective Date or (2) by a committee of the Board of Directors consisting of at least two-thirds
of the directors then in office who were directors as of the Effective Date or, in the case of clause (1) or (2), whose election or nomination
for election was previously so approved or recommended.


 






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(b)              
“Corporate Status” means the status of a person as a present or former director, officer, employee or
agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other
foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee
benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company. As a clarification
and without limiting the circumstances in which Indemnitee may be serving at the request of the Company, service by Indemnitee shall be
deemed to be at the request of the Company (i) if Indemnitee serves or served as a director, trustee, officer, partner, manager, managing
member, fiduciary, employee or agent of any corporation, partnership, limited liability company, joint venture, trust, or other enterprise
(A) of which a majority of the voting power or equity interest is or was owned directly or indirectly by the Company or (B) the management
of which is controlled directly or indirectly by the Company and (ii) if, as a result of Indemnitee’s service to the Company or
any of its affiliated entities, Indemnitee is subject to duties to, or required to perform services for, an employee benefit plan or its
participants or beneficiaries, including as a deemed fiduciary thereof.


 


(c)             
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding
in respect of which indemnification and/or advance of Expenses is sought by Indemnitee.


 


(d)              
“Effective Date” means the date set forth in the first paragraph of this Agreement.


 


(e)              
“Expenses” means any and all reasonable and out-of-pocket attorneys’ fees and costs, retainers,
court costs, arbitration and mediation costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing
and binding costs, telephone charges, postage, delivery service fees, federal, state, local or foreign taxes imposed on Indemnitee as
a result of the actual or deemed receipt of any payments under this Agreement, Employee Retirement Income Security Act of 1974, as amended,
excise taxes and penalties and any other disbursements or expenses incurred in connection with prosecuting, defending, preparing to prosecute
or defend, investigating, being or preparing to be a witness in or otherwise participating in a Proceeding. Expenses shall also include
Expenses incurred in connection with any appeal resulting from any Proceeding including, without limitation, the premium for, security
for and other costs relating to any cost bond supersedeas bond or other appeal bond or its equivalent.


 


(f)               
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of
corporation law and neither is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter
material to either such party (other than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under
similar indemnification agreements); or (ii) any other party to or participant or witness in the Proceeding giving rise to a claim for
indemnification or advance of Expenses hereunder. Notwithstanding the foregoing, the term “Independent Counsel”
shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 









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(g)              
“Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute
resolution mechanism, investigation, inquiry, administrative hearing, claim, demand or discovery request, or any other actual, threatened
or completed proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil (including intentional
or unintentional tort claims), criminal, administrative or investigative (formal or informal) nature, including any appeal therefrom,
except one pending or completed on or before the Effective Date, unless otherwise specifically agreed in writing by the Company and Indemnitee.
If Indemnitee reasonably believes that a given situation may lead to or culminate in the institution of a Proceeding, such situation shall
also be considered a Proceeding.


 


Section 2.               
Services by Indemnitee. Indemnitee serves or will serve as an officer of the Company. However, this Agreement shall not
impose any independent obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company. This Agreement shall
not be deemed an employment contract between the Company (or any other entity) and Indemnitee.


 


Section 3.               
General. The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise
to the maximum extent permitted by Maryland law in effect on the Effective Date and as amended from time to time; provided, however, that
no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law as in
effect on the Effective Date. The rights of Indemnitee provided in this Section 3 shall include, without limitation, the rights set forth
in the other sections of this Agreement, including any additional indemnification permitted by the Maryland General Corporation Law (the
 “MGCL”), including, without limitation, Section 2-418 of the MGCL.


 


Section 4.               
Standard for Indemnification. If, by reason of service in Indemnitee’s Corporate Status, Indemnitee is, or is threatened
to be, made a party to any Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid
in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such
Proceeding unless it is established that (a) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding
and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) Indemnitee actually received an improper
personal benefit in money, property or services or (c) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe
that Indemnitee’s conduct was unlawful.


 


Section 5.               
Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee
shall not be entitled to:


 


(a)              
indemnification hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged, in a final adjudication
of the Proceeding not subject to further appeal, to be liable to the Company;


 



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(b)              
indemnification hereunder if Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to
be liable on the basis that personal benefit in money, property or services was improperly received in any Proceeding charging improper
personal benefit to Indemnitee, whether or not involving action in Indemnitee’s Corporate Status; or


 


(c)              
indemnification or advance of Expenses hereunder if the Proceeding was brought by Indemnitee unless: (i) the Proceeding was brought
to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 12 of this
Agreement, or (ii) the Company’s charter or Bylaws, a resolution of the stockholders entitled to vote generally in the election
of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly
provide otherwise.


 


Section 6.               
Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction,
upon application of Indemnitee and such notice as the court shall require, may order indemnification of Indemnitee by the Company in the
following circumstances:


 


(a)              
if such court determines that Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order
indemnification, in which case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or


 


(b)              
if such court determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances,
whether or not Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable
for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the court
shall deem proper, without regard to any limitation on such court-ordered indemnification contemplated by Section 2-418(d)(2)(ii) of the
MGCL.


 


Section 7.               
Indemnification for Expenses of an Indemnitee Who is Wholly or Partly Successful. Notwithstanding any other provision of
this Agreement, and without limiting any such provision, to the extent that Indemnitee was or is, by reason of service in Indemnitee’s
Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits or otherwise,
in the defense of such Proceeding, the Company shall indemnify Indemnitee for all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful,
on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
with each such claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Section 7 and, without
limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed
to be a successful result as to such claim, issue or matter.


 


Section 8.                
Advance of Expenses for an Indemnitee. If, by reason of service in Indemnitee’s Corporate Status, Indemnitee is, or
is threatened to be, made a party to any Proceeding, the Company shall, without requiring a preliminary determination of Indemnitee’s
ultimate entitlement to indemnification hereunder, advance all Expenses incurred by or on behalf of Indemnitee in connection with such
Proceeding. The Company shall make such advance or advances of incurred Expenses within ten (10) days after the receipt by the Company
of a statement or statements requesting such advance from time to time, whether prior to or after final disposition of such Proceeding,
which advance may be in the form of, in the reasonable discretion of Indemnitee (but without duplication), (a) payment of such Expenses
directly to third parties on behalf of Indemnitee, (b) advance of funds to Indemnitee in an amount sufficient to pay such Expenses or
(c) reimbursement to Indemnitee for Indemnitee’s payment of such Expenses. Such statement or statements shall reasonably evidence
the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee and a written
undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required
under applicable law as in effect at the time of the execution thereof. To the extent that Expenses advanced to Indemnitee do not relate
to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The
undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without
reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.


 



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Section 9.               Indemnification and Advance of Expenses as a Witness or Other Participant. Notwithstanding any other provision of this Agreement,
to the extent that Indemnitee is or may be, by reason of service in Indemnitee’s Corporate Status, made a witness or otherwise asked
to participate in any Proceeding, whether instituted by the Company or any other person, and to which Indemnitee is not a party, Indemnitee
shall be advanced and indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf
in connection therewith within ten (10) days after the receipt by the Company of a statement or statements requesting any such advance
or indemnification from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall
reasonably evidence the Expenses incurred by Indemnitee. In connection with any such advance of Expenses, the Company may require Indemnitee
to provide an affirmation and undertaking substantially in the form attached hereto as Exhibit A or in such form as may be required
under applicable law as in effect at the time of execution thereof.


 


Section 10.              Procedure for Determination of Entitlement to Indemnification.


 


(a)               To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or
therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary or appropriate to determine
whether and to what extent Indemnitee is entitled to indemnification. Indemnitee may submit one or more such requests from time to time
and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The officer of the Company receiving any such
request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that
Indemnitee has requested indemnification.


 


(b)               Upon written request by Indemnitee for indemnification pursuant to Section 10(a) above, a determination, if required by applicable
law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control has
occurred, by Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, which
Independent Counsel shall be selected by Indemnitee and approved by the Board of Directors in accordance with Section 2-418(e)(2)(ii)
of the MGCL, which approval shall not be unreasonably withheld; or (ii) if a Change in Control has not occurred, (A) by the Board of Directors
by a majority vote of a quorum consisting of the Disinterested Directors or by a majority vote of a committee of the Board of Directors
consisting of one or more Disinterested Directors designated to act in the matter by a majority vote of the Disinterested Directors, (B)
if Independent Counsel has been selected by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL and approved
by Indemnitee, which approval shall not be unreasonably withheld or delayed, by Independent Counsel, in a written opinion to the Board
of Directors, a copy of which shall be delivered to Indemnitee or (C) if so directed by the Board of Directors, by the stockholders of
the Company, other than directors or officers who are parties to the Proceeding. If it is so determined that Indemnitee is entitled to
indemnification, the Company shall make payment to Indemnitee within ten (10) days after such determination. Indemnitee shall cooperate
with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including
providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or
otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary or appropriate to such determination
in the discretion of the Board of Directors or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 10(b). Any Expenses
incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective
of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless
therefrom.


  






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(c)              
The Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.


 


Section 11.             
Presumptions and Effect of Certain Proceedings.


 


(a)              
In making any determination with respect to entitlement to indemnification hereunder, the person or persons (including any court
having jurisdiction over the matter) making such determination shall presume that Indemnitee is entitled to indemnification under this
Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Company
shall have the burden of overcoming that presumption in connection with the making of any determination contrary to that presumption.


 


(b)              
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, upon
a plea of nolo contendere or its equivalent, or entry of an order of probation prior to judgment, does not create a presumption
that Indemnitee did not meet the requisite standard of conduct described herein for indemnification.


 


(c)              
The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other
director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation,
real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise
shall not be imputed to Indemnitee for purposes of determining any other right to indemnification under this Agreement.


 


Section 12.             
Remedies of Indemnitee.


 


(a)              
If (i) a determination is made pursuant to Section 10(b) of this Agreement that Indemnitee is not entitled to indemnification under
this Agreement, (ii) advance of Expenses is not timely made pursuant to Section 8 or Section 9 of this Agreement, (iii) no determination
of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within thirty (30) days after receipt
by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 or Section 9 of this
Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant
to any other section of this Agreement or the charter or Bylaws of the Company is not made within ten (10) days after a determination
has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court
located in the State of Maryland, or in any other court of competent jurisdiction, or in an arbitration conducted by a single arbitrator
pursuant to the Commercial Arbitration Rules of the American Arbitration Association, of Indemnitee’s entitlement to indemnification
or advance of Expenses. Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration within 180 days following
the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the
foregoing clause shall not apply to a proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 7 of this Agreement.
Except as set forth herein, the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration.
The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b)             
In any judicial proceeding or arbitration commenced pursuant to this Section 12, Indemnitee shall be presumed to be entitled to
indemnification or advance of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proving that
Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. If Indemnitee commences a judicial proceeding
or arbitration pursuant to this Section 12, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section
8 of this Agreement until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which
all rights of appeal have been exhausted or lapsed). The Company shall, to the fullest extent not prohibited by law, be precluded from
asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this
Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company
is bound by all of the provisions of this Agreement.


 






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(c)              
If a determination shall have been made pursuant to Section 10(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent
a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in connection with the request for indemnification that was not disclosed in connection with the determination.


 


(d)              
In the event that Indemnitee is successful, pursuant to this Section 12, in seeking a judicial adjudication of or an award in arbitration
to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover
from the Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by Indemnitee in
such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled
to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee in connection with
such judicial adjudication or arbitration shall be appropriately prorated.


 


(e)                Interest
shall be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings
Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period (i) commencing with
either the tenth day after the date on which the Company was requested to advance Expenses in accordance with Section 8 or Section 9
of this Agreement or the day after the date on which the Company was requested to make the determination of entitlement to indemnification
under Section 10(b) of this Agreement, as applicable, and (ii) ending on the date such payment is made to Indemnitee by the Company.


 


Section 13.             
Defense of the Underlying Proceeding.


 


(a)               
Indemnitee shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment,
request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder
and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding.
The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee,
to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or
to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company
is thereby actually so prejudiced.


 


(b)              
Subject to the provisions of the last sentence of this Section 13(b) and of Section 13(c) below, the Company shall have the right
to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify
Indemnitee of any such decision to defend within fifteen (15) calendar days following receipt of notice of any such Proceeding under Section
13(a) above. The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed,
consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise with respect to Indemnitee which (i)
includes an admission of fault of Indemnitee, (ii) does not include, as an unconditional term thereof, the full release of Indemnitee
from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee or
(iii) would impose any Expense, judgment, fine, penalty or limitation on Indemnitee. This Section 13(b) shall not apply to a Proceeding
brought by Indemnitee under Section 12 of this Agreement.


 



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(c)               Notwithstanding
the provisions of Section 13(b) above, if in a Proceeding to which Indemnitee is a party by reason of service in Indemnitee’s Corporate
Status, (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably
withheld or delayed, that Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be
consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion of counsel approved
by the Company, which approval shall not be unreasonably withheld or delayed, that an actual or apparent conflict of interest or potential
conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such Proceeding
in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice, subject to
the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of the Company. In addition,
if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person
takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from Indemnitee
the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s
choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of
the Company (subject to Section 12(d) of this Agreement), to represent Indemnitee in connection with any such matter.


 


Section 14.             
Section 409A Compliance.


 


(a)              
This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code (“Section 409A”)
and regulations promulgated thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section
409A or to the extent any provision in this Agreement must be modified to comply with Section 409A (including, without limitation, Treasury
Regulation 1.409A-3(c)), such provision shall be read, or shall be modified (with the mutual consent of the parties, which consent shall
not be unreasonably withheld), as the case may be, in such a manner so that all payments due under this Agreement shall comply with Section
409A. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Indemnitee,
directly or indirectly, designate the calendar year of payment.


 


(b)              
All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A,
including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Indemnitee’s lifetime (or
during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar
year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense
will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to
reimbursement is not subject to liquidation or exchange for another benefit.


 


Section 15.             
Non-Exclusivity; Survival of Rights; Subrogation.


 


(a)               
The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other
rights to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a
resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless
consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, this Agreement or of
any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by
such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with
respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred
is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every
other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy
hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy.


 



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(b)              
In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution
of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


Section 16.             
Insurance.


 


(a)              
The Company will use its reasonable best efforts to acquire and maintain directors and officers liability insurance, on terms and
conditions deemed appropriate by the Board of Directors, with the advice of counsel, covering Indemnitee or any claim made against Indemnitee
by reason of service in Indemnitee’s Corporate Status. In the event of a Change in Control, the Company shall maintain in force
any and all directors and officers liability insurance policies that were maintained by the Company immediately prior to the Change in
Control for a period of six years with the insurance carrier or carriers and through the insurance broker in place at the time of the
Change in Control; provided, however, (i) if the carriers will not offer the same policy and an expiring policy needs to be replaced,
a policy substantially comparable in scope and amount shall be obtained and (ii) if any replacement insurance carrier is necessary to
obtain a policy substantially comparable in scope and amount, such insurance carrier shall have an AM Best rating that is the same or
better than the AM Best rating of the existing insurance carrier; provided, further, however, in no event shall the Company be required
to expend in the aggregate in excess of 300% of the annual premium or premiums paid by the Company for directors and officers liability
insurance in effect on the date of the Change in Control. In the event that 300% of the annual premium paid by the Company for such existing
directors and officers liability insurance is insufficient for such coverage, the Company shall spend up to that amount to purchase such
lesser coverage as may be obtained with such amount.


 


(b)              
Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by
Indemnitee which would otherwise be indemnifiable hereunder arising out of the amount of any deductible or retention and the amount of
any excess of the aggregate of all judgments, penalties, fines, settlements and Expenses incurred by Indemnitee in connection with a Proceeding
over the coverage of any insurance referred to in Section 15(a) hereof. The purchase, establishment and maintenance of any such insurance
shall not in any way limit or affect the rights or obligations of the Company or Indemnitee under this Agreement except as expressly provided
herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights
or obligations of the Company under any such insurance policies. If, at the time the Company receives notice from any source of a Proceeding
to which Indemnitee is a party or a participant (as a witness or otherwise), the Company has director and officer liability insurance
in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the
respective policies.


 


(c)              
Indemnitee shall cooperate with the Company or any insurance carrier of the Company with respect to any Proceeding.


 






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Section 17.            
Coordination of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise
indemnifiable or payable or reimbursable as Expenses hereunder if and to the extent that Indemnitee has otherwise actually received such
payment under any insurance policy, contract, agreement or otherwise.


 


Section 18.             
Contribution. If the indemnification provided in this Agreement is unavailable in whole or in part and may not be paid to
Indemnitee for any reason, other than for failure to satisfy the standard of conduct set forth in Section 4 or due to the provisions of
Section 5, then, with respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such
Proceeding), to the fullest extent permissible under applicable law, the Company, in lieu of indemnifying and holding harmless Indemnitee,
shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, penalties, and/or amounts
paid or to be paid in settlement, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the
Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee


 


Section 19.             
Reports to Stockholders. To the extent required by the MGCL, the Company shall report in writing to its stockholders the
payment of any amounts for indemnification of, or advance of Expenses to, Indemnitee under this Agreement arising out of a Proceeding
by or in the right of the Company with the notice of the meeting of stockholders of the Company next following the date of the payment
of any such indemnification or advance of Expenses or prior to such meeting.


 


Section 20.             
Joint and Several Liability. The REIT and the Operating Partnership each agree to be held jointly and severally liable for
their obligations under this Agreement.


 


Section 21.             
Duration of Agreement; Binding Effect.


 


(a)               This
Agreement shall continue until and terminate on the later of (i) the date that Indemnitee shall have ceased to serve as a director, officer,
employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent
of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company and (ii)
the date that Indemnitee is or may no longer be subject to any actual or possible Proceeding (including any rights of appeal thereto
and any Proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement).


 






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(b)              
The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable
by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased
to be a director, officer, employee or agent of the Company or a director, trustee, officer, partner, manager, managing member, fiduciary,
employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company,
joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of
the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators
and other legal representatives.


 


(c)              
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance
satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place.


 


(d)              
The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate,
impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties
hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity
of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be
precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. Indemnitee shall further be entitled to such
specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions,
without the necessity of posting bonds or other undertakings in connection therewith. The Company acknowledges that, in the absence of
a waiver, a bond or undertaking may be required of Indemnitee by a court, and the Company hereby waives any such requirement of such a
bond or undertaking.


 


Section 22.             
Severability. If any provision or provisions of this Agreement shall be held to be invalid, void, illegal or otherwise unenforceable
for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without
limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, void,
illegal or otherwise unenforceable that is not itself invalid, void, illegal or otherwise unenforceable) shall not in any way be affected
or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed
reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and
(c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph
or sentence of this Agreement containing any such provision held to be invalid, void, illegal or otherwise unenforceable, that is not
itself invalid, void, illegal or otherwise unenforceable) shall be construed so as to give effect to the intent manifested thereby.


  






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Section 23.              Identical Counterparts. This Agreement may be executed in one or more counterparts (delivery of which may be by facsimile
or via e-mail as a portable document format (.pdf) or other electronic format), each of which will be deemed to be an original, and it
will not be necessary in making proof of this Agreement or the terms of this Agreement to produce or account for more than one such counterpart.
One such counterpart signed by the party against whom enforceability is sought shall be sufficient to evidence the existence of this Agreement.


 


Section 24.              Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.


 


Section 25.              Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions hereof (whether or not similar) nor, unless otherwise expressly stated, shall such waiver constitute a continuing
waiver.


 


Section 26.              Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have
been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed
on the day of such delivery, (ii) delivered by Federal Express or other nationally recognized overnight delivery service, on the first
business day after the date on which it is deposited, or (iii) mailed by certified or registered mail with postage prepaid, on the third
business day after the date on which it is so mailed:


 


(a)              
If to Indemnitee, to the address set forth on the signature page hereto.


 


(b)              
If to the Company, to:


 


 1345 Avenue of the Americas, 32nd Floor


 New York, New York 10105


 Attn: R. Ramin Kamfar


 


or to such other address as may have been furnished in writing to Indemnitee
by the Company or to the Company by Indemnitee, as the case may be.


 


Section 27.              Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State
of Maryland, without regard to its conflicts of laws rules.


 


Section 28.              Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the day and year first above written.


 


	 	REIT:	 
	 	 	 	 
	 	BLUEROCK HOMES TRUST, INC.,	 
	 	a Maryland corporation	 
	 	 	 	 
	 	By:	/s/ Jordan Ruddy	 
	 	Name:	Jordan Ruddy	 
	 	Title:	President	 
	 	 	 
	 	OPERATING PARTNERSHIP:	 
	 	 	 	 
	 	BLUEROCK RESIDENTIAL HOLDINGS, L.P.,	 
	 	a Delaware limited partnership	 





 





	 	By:	 Bluerock Homes Trust, Inc.,
	 	 	a Maryland corporation
	 	Its:	General Partner


 





		By:	/s/ Jordan Ruddy	 
	 	Name:	Jordan Ruddy	 
	 	Title:	President	 


 









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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.


 


	 	INDEMNITEE:	 
	 	 	 
	 	/s/ Michael DiFranco	 
	 	Michael DiFranco, an individual	 
	 	 	 	 
	 	Address: 	1345 Avenue of the Americas
    32nd Floor	 
	 	 	New York, New York 10105	 





  




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BHM


     


    

 


EXHIBIT A


 


FORM OF AFFIRMATION
AND UNDERTAKING TO REPAY EXPENSES ADVANCED


 


The Board of Directors of Bluerock Homes Trust, Inc.


 


Re: Affirmation and Undertaking to Repay Expenses Advanced


 


Ladies and Gentlemen:


 


This affirmation and undertaking
is being provided pursuant to that certain Indemnification Agreement dated [DATE], 20       
by and between Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”), and the undersigned Indemnitee
(the “Indemnification Agreement”), pursuant to which I am entitled to advance of Expenses in connection with [Description
of Proceeding] (the “Proceeding”).


 


Terms used herein and not
otherwise defined shall have the meanings specified in the Indemnification Agreement.


 


I am subject to the Proceeding
by reason of service in my Corporate Status. I hereby affirm my good faith belief that at all times, insofar as I was involved as [a
director and/or an officer] of the Company, in any of the facts or events giving rise to the Proceeding, I (1) did not act with bad
faith or active or deliberate dishonesty, (2) did not receive any improper personal benefit in money, property or services and (3) in
the case of any criminal proceeding, had no reasonable cause to believe that any act or omission by me was unlawful.


 


In consideration of the advance
by the Company of Expenses incurred by me in connection with the Proceeding (the “Advanced Expenses”), I hereby agree
that if, in connection with the Proceeding, it is established that (1) an act or omission by me was material to the matter giving rise
to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (2) I actually received
an improper personal benefit in money, property or services, or (3) in the case of any criminal proceeding, I had reasonable cause to
believe that the act or omission was unlawful, then I shall promptly reimburse the portion of the Advanced Expenses relating to the claims,
issues or matters in the Proceeding as to which the foregoing findings have been established and which have not been successfully resolved
as described in Section 7 of the Indemnification Agreement. To the extent that Advanced Expenses do not relate to a specific claim, issue
or matter in the Proceeding, I agree that such Expenses shall be allocated on a reasonable and proportionate basis.


 


IN WITNESS WHEREOF, I have
executed this Affirmation and Undertaking on this ___ day of ____________________, 20____.


 





		 	 


  






    Exhibit A
 
Indemnification
                                            Agreement – Michael Di Franco
BHM