Exhibit 10.2


 


MANAGEMENT AGREEMENT


 


among


 


Bluerock Homes Trust, Inc.


 


Bluerock Residential Holdings, L.P.


 


and


 


Bluerock Homes Manager, LLC


 


Dated
as of October 5, 2022


 






     


     


    

 


MANAGEMENT AGREEMENT, dated as of October 5,
2022, among Bluerock Homes Trust, Inc., a Maryland corporation (“BHM”), Bluerock Residential Holdings, L.P., a
Delaware limited partnership (the “Operating Partnership”) and Bluerock Homes Manager, LLC, a Delaware limited liability
company (the “Manager”).


 


W
I T N E S S E T H:


 


WHEREAS, BHM intends to invest in Target Assets
(as defined below) and intends to qualify as a real estate investment trust for federal income tax purposes under Sections 856 through
860 of the Internal Revenue Code of 1986, as amended (the “Code”) beginning with its taxable year ending December 31,
2022;


 


WHEREAS, BHM is the general partner of the Operating
Partnership, and BHM intends to conduct substantially all of its business and make all Investments (as defined below) through the Operating
Partnership;


 


WHEREAS, BHM and the Operating Partnership desire
to retain the Manager to administer the business activities and day-to-day operations of the Company (as defined below) and to perform
services for the Company in the manner and on the terms set forth herein and the Manager wishes to be retained to provide such services,
subject to the supervision of the Board (as defined below), on the terms and conditions hereinafter set forth;


 


WHEREAS, the Manager wishes to be retained to administer
such business activities and day-to-day operations and to provide such services;


 


NOW THEREFORE, in consideration of the premises
and agreements hereinafter set forth, the parties hereto hereby agree as follows:


 


Section 1.
Definitions.


 


(a)            The
following terms shall have the meanings set forth in this Section 1(a):


 


“Acquisition Expenses” means
any and all expenses incurred by the Company, the Manager or any of their respective Affiliates in connection with the selection, evaluation,
acquisition, origination, making or development of any Investment, whether or not acquired, including, but not limited to, legal fees
and expenses, travel and communications expenses, property inspection expenses, third party brokerage or finder’s fees, costs of
appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums and expenses,
survey expenses, closing costs and the costs of performing due diligence.


 


“Affiliate” means (i) any
Person directly or indirectly controlling, controlled by, or under common control with such other Person, (ii) any executive officer
or general partner of such other Person, (iii) any member of the board of directors or board of managers (or bodies performing similar
functions) of such Person, and (iv) any legal entity for which such Person acts as an executive officer or general partner.


 


“AFFO” means adjusted funds
from operations, calculated by adjusting FFO by adding back Acquisition Expenses, equity based compensation expenses, and any other non-recurring
on non-cash expenses, and subtracting recurring capital expenditures (and, when calculating the Incentive Fee only, further adjusting
FFO to include any realized gains or losses on the Company’s real estate investments).


 


“Agreed Structure” has the meaning
set forth in Section 10(c) hereof.


 


“Agreement” means this Management
Agreement, as amended, supplemented or otherwise modified from time to time.


 


“Automatic Renewal Term” has
the meaning set forth in Section 10(a) hereof.


 






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“Bankruptcy” means, with respect
to any Person, (a) the filing by such Person of a voluntary petition seeking liquidation, reorganization, arrangement or readjustment,
in any form, of its debts under Title 11 of the United States Code or any other U.S. federal or state or foreign insolvency law, or such
Person’s filing an answer consenting to or acquiescing in any such petition, (b) the making by such Person of any assignment
for the benefit of its creditors, (c) the expiration of 60 days after the filing of an involuntary petition under Title 11 of
the Unites States Code, an application for the appointment of a receiver for a material portion of the assets of such Person, or an involuntary
petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any other U.S. federal or state or foreign
insolvency law; provided, that the same shall not have been vacated, set aside or stayed within such 60-day period or (d) the
entry against such Person of a final and non-appealable order for relief under any bankruptcy, insolvency or similar law now or hereinafter
in effect.


 


“Base Management Fee” means
the base management fee in an amount equal to 1.50% of the Company’s New Stockholders’ Equity, per annum, calculated and payable
in quarterly installments in arrears in cash.


 


“BHM” has the meaning set forth
in the preamble.


 


“Board”
means the board of directors of BHM. In every instance herein requiring approval of the Board or referring to policies or directions
of the Board, for purposes of this Agreement, the Board shall be deemed to include any duly appointed and constituted committee of the
Board with respect to each and every act that under the Governing Instruments or applicable law may be taken with the approval of a duly
appointed and constituted committee of the Board, and references herein to the Board shall be deemed to include references to each such
committee.


 


“Board-Approved Structure” has
the meaning set forth in Section 10(c) hereof.


 


“Business Day” means any day
except a Saturday, a Sunday or a day on which banking institutions in New York, New York are not required to be open.


 


“C-LTIP Unit” shall have the
definition set forth in the partnership agreement of the Operating Partnership.


 


“Cause Termination Notice” has
the meaning set forth in Section 11(a).


 


“Claim” has the meaning set
forth in Section 8(d) hereof.


 


“Code” has the meaning set forth
in the Recitals.


 


“Common Stock Equivalents” means
shares of the Company Common Stock issuable pursuant to outstanding rights, options or warrants to subscribe for, purchase or otherwise
acquire shares of Company Common Stock that are in-the-money on such date.


 


“Company” means, collectively,
BHM and the Operating Partnership.


 


“Company Common Stock” means
the Class A Common Stock, par value $0.01 per share, of BHM.


 


“Company Entities” means, collectively,
BHM, the Operating Partnership and each of their respective subsidiaries.


 


“Company Indemnified Party”
has meaning set forth in Section 8(c) hereof.


 


“Conduct
Policies” has the meaning set forth in Section 2(l) hereof.


 


“Confidential Information” has
the meaning set forth in Section 5(a) hereof.


 


“Distribution” means the distribution
of all of the outstanding shares of Company Common Stock to the holders of common stock of Bluerock Residential Growth REIT, Inc.


 






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“Distribution Date” means the
date of the Distribution.


 


“Effective Termination Date”
has the meaning set forth in Section 10(b) hereof, and shall also mean the effective date of termination of this Agreement
by any notice given pursuant to Sections 10(d), 11(a) or 11(b) hereof.


 


“Equity Incentive Plans” means
such equity incentive plans as may be adopted by BHM to provide incentive compensation to attract and retain qualified independent directors,
executive officers and other key employees, including officers and employees of the Manager and Operating Partnership and their Affiliates
and other service providers, including the Manager and its Affiliates.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


“FFO” means funds from operations
as such term is from time to time defined by the National Association of Real Estate Investment Trusts, as net income, computed in accordance
with GAAP, excluding gains (or losses) from sales of property, plus depreciation and amortization of real estate assets, and after adjustments
for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated
to reflect FFO on the same basis.


 


“Financing Transaction” means
any financing transaction with respect to any Investment involving any of the Company Entities incurring any mortgage or other indebtedness,
including the entering into any line of credit, mezzanine financing, preferred equity financing, and any transaction involving the creation
of any commercial mortgage-backed security.


 


“GAAP” means generally accepted
accounting principles in effect in the United States on the date such principles are applied.


 


“Governing Instruments” means,
with regard to any entity, the articles of incorporation or certificate of incorporation and bylaws in the case of a corporation, the
partnership agreement in the case of a general partnership, the certificate of limited partnership and the partnership agreement in the
case of a limited partnership, the certificate of formation and operating agreement in the case of a limited liability company, the trust
instrument in the case of a trust, or similar governing documents, in each case as amended from time to time.


 


“Incentive Fee” means the incentive
fee payable to the Manager, which shall be calculated and payable with respect to each calendar quarter (or part thereof that this Agreement
is in effect) in arrears, in an amount, not less than zero, equal to the difference between (1) the product of (a) 20% and (b) the
difference between (i) the Company’s AFFO for the previous 12-month period and (ii) the product of (A) the product
of (x) the weighted average of the price per share of equity securities as derived from the Net Asset Value and the issue price of
equity securities issued in future offerings and transactions, multiplied by (y) the weighted average number of all shares of Company
Common Stock outstanding on a fully-diluted basis (including any restricted stock units, any restricted shares of Company Common Stock,
LTIP Units, and other shares of Company Common Stock underlying awards granted under incentive plans and OP Units) in the previous 12-month
period multiplied by (B) 8%, and (2) the sum of any Incentive Fee paid to the Manager with respect to the first three calendar
quarters of such previous 12-month period; provided, however, that no Incentive Fee is payable with respect to any calendar quarter
unless AFFO is greater than zero for the four most recently completed calendar quarters, or the number of completed calendar quarters
since the Distribution Date, whichever is less.


 


“Indemnified Party” has the
meaning set forth in Section 8(c) hereof.


 


“Independent Director” means
a member of the Board who is “independent” in accordance with BHM’s Governing Instruments and the rules of the
Securities Exchange on which the shares of Company Common Stock are listed.


 


“Initial Term” has the meaning
set forth in Section 10(a) hereof.


 






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“Investment” means any investment
by the Company, directly or through a subsidiary, in a Target Asset.


 


“Investment Company Act” means
the Investment Company Act of 1940, as amended.


 


“Investment Guidelines” means
the investment guidelines approved by the Board, a copy of which is attached hereto as Exhibit A, as the same may be amended,
restated, modified, supplemented or waived pursuant to the approval of a majority of the entire Board (which must include a majority of
the Independent Directors).


 


“Investment Transaction” means
any purchase, acquisition, exchange, sale or disposition, merger or interest exchange that results in the acquisition or disposition of,
or other transaction involving, an Investment.


 


“Last Appraiser” has the meaning
set forth in Section 6(g) hereof.


 


“Losses” has the meaning set
forth in Section 8(b) hereof.


 


“LTIP Unit” shall have the definition
set forth in the partnership agreement of the Operating Partnership.


 


“Manager” has the meaning set
forth in the Recitals.


 


“Manager
Change of Control” means a change in the direct or indirect (i) beneficial ownership of more than fifty percent (50%) of
the combined voting power of the Manager’s then outstanding equity interests, or (ii) power to direct or control the management
policies of the Manager, whether through the ownership of beneficial equity interests, common directors or officers, by contract or otherwise.
Manager Change of Control shall not include (i) public offerings of the equity interests of the Manager, (ii) any of the foregoing
changes resulting from a transfer by R. Ramin Kamfar to a trust or other entity created for estate planning purposes primarily
for the benefit of R. Ramin Kamfar or his heirs, or (iii) any assignment of this Agreement by the Manager as permitted hereby and
in accordance with the terms hereof.


 


“Manager Indemnified Party”
has the meaning set forth in Section 8(a) hereof.


 


“Manager Permitted Disclosure Parties”
has the meaning set forth in Section 5(a) hereof.


 


“Market Rates” has the meaning
set forth in Section 10(b).


 


“Merger Agreement” means the
agreement and plan of merger, dated as of December 20, 2021, by and among Bluerock Residential Growth REIT, Inc., Badger Parent
LLC and Badger Merger Sub LLC.


 


“Net Asset Value” means the
midpoint of the range of net asset values of the Operating Partnership utilized by Duff & Phelps, A Kroll Business operating
as Kroll, LLC in its analysis underlying the opinion it delivered to the Bluerock Residential Growth REIT, Inc. board of directors
in connection with the execution of the Merger Agreement.


 


“New
Stockholders’ Equity” means (1) the sum of (i) the Net Asset Value plus (ii) the net proceeds
from the issuance of (or equity value assigned to) equity and equity equivalent securities in any subsequent offering (allocated on a
pro rata daily basis for such issuances during the fiscal quarter of any such issuance) plus (iii) retained earnings at the end of
the most recently completed calendar quarter (without taking into account any non-cash equity compensation expense incurred in current
or prior periods), less (2) any amount that the Company has paid to repurchase Company Common Stock issued in any subsequent offering.
New Stockholders’ Equity also excludes (a) any unrealized gains and losses and other non-cash items (including depreciation
and amortization) that have impacted stockholders’ equity as reported in the Company’s financial statements prepared in accordance
with GAAP, and (b) one-time events pursuant to changes in GAAP, and certain non-cash items not otherwise described above, in each
case after discussions between the Manager and the Independent Directors and approval by a majority of the Independent Directors.


 






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“Nonrenewal Event” has the meaning
set forth in Section 10(b) hereof.


 


“Nonrenewal Notice” has the
meaning set forth in Section 10(b) hereof.


 


“Notice of Proposal to Negotiate”
has the meaning set forth in Section 10(c) hereof.


 


“NYSE”
means the New York Stock Exchange.


 


“NYSE
American” means the New York Stock Exchange American.


 


“OP Units” has the meaning set
forth in Section 10(f)(ii) hereof.


 


“Person” means any natural person,
corporation, partnership, association, limited liability company, estate, trust, joint venture, any federal, state, county or municipal
government or any bureau, department or agency thereof or any other legal entity and any fiduciary acting in such capacity on behalf of
the foregoing.


 


“Regulation FD” means Regulation FD
as promulgated by the SEC.


 


“REIT” means a “real estate
investment trust” as defined under the Code.


 


“SEC” means the United States
Securities and Exchange Commission.


 


“Securities Act” means the Securities
Act of 1933, as amended.


 


“Securities Exchange” means
the NYSE, NYSE American, and any other nationally recognized securities exchange.


 


“Target
Assets” means the types of assets described under “Business and Properties” in the Company’s Registration
Statement on Form 10 (No. 001-41322) filed with the SEC, subject to, and including any changes to the Company’s Investment
Guidelines that may be approved by the Board from time to time.


 


“Termination Fee” means a termination
fee equal to three (3.00) times the sum of (i) the Base Management Fee and (ii) the Incentive Fee, in each case, earned by the
Manager during the 12-month period immediately preceding such termination, calculated as of the end of the most recently completed fiscal
quarter before the date of non-renewal/termination.


 


“Valuation Notice” has the meaning
set forth in Section 6(g) hereof.


 


(b)            As
used herein, accounting terms relating to any Company Entity, if any, not defined in Section 1(a) and accounting terms
partly defined in Section 1(a), to the extent not defined, shall have the respective meanings given to them under GAAP. As
used herein, “calendar quarters” shall mean the period from January 1 to March 31, April 1 to June 30,
July 1 to September 30 and October 1 to December 31 of the applicable year.


 


(c)            The
words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement
unless otherwise specified.


 


(d)            The
meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The words include,
includes and including shall be deemed to be followed by the phrase “without limitation.”


 






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Section 2.
Appointment and Duties of the Manager.


 


(a)            BHM
and the Operating Partnership hereby appoint the Manager to manage the investments and day-to-day operations of the Company Entities,
subject at all times to the further terms and conditions set forth in this Agreement and to the supervision and direction of, and such
further limitations or parameters as may be imposed from time to time by, the Board. The Manager hereby agrees to use its commercially
reasonable efforts to perform each of the duties set forth herein, provided that funds are made available by the Company for such purposes
as set forth in Section 7 hereof, and further subject to Section 6 hereof. The appointment of the Manager shall
be exclusive to the Manager, except to the extent that the Manager elects, in its reasonable discretion, subject to the terms of this
Agreement, to cause the duties of the Manager as set forth herein to be provided by third parties.


 


(b)            The
Manager, in its capacity as manager of the Investments and the operations of the Company Entities, at all times will be subject to the
supervision and direction of the Board and will use commercially reasonable efforts to present to the Company potential investment opportunities
and will perform its duties hereunder, including managing the Company’s business affairs in conformity with the Investment Guidelines
and other policies that are approved and monitored by the Board. BHM, the Operating Partnership and the Manager hereby acknowledge the
recommendation by the Manager and the approval by the Board of the Investment Guidelines, including, but not limited to the Company’s
investment strategy in the Target Assets. BHM, the Operating Partnership and the Manager hereby acknowledge and agree that, during the
term of this Agreement, any proposed changes to the Company’s investment strategy that would modify or expand the Target Assets
shall require a change in, or supplement to, the Investment Guidelines. The Company shall notify the Manager promptly of any amended,
restated, supplemented or waived Investment Guidelines, including any modification or revocation of the Manager’s authority set
forth in the Investment Guidelines; provided, however, that such modification or revocation shall not be applicable to Investment
Transactions to which the Manager has committed any Company Entity prior to the date of receipt by the Manager of such notification.


 


(c)            The
Manager will be responsible for (1) the selection, purchase, sale and disposition of Investments, (2) the Company’s financing
activities, and (3) providing the Company with advisory services. In addition, the Manager will be responsible for the day-to-day
operations of the Company Entities (which, for purposes of the Manager’s responsibilities in this Agreement, includes their respective
subsidiaries) and will perform (or cause to be performed) such services and activities relating to the Investments and operations of the
Company Entities as may be appropriate, which may include, without limitation:


 


(i)             serving
as the Company’s consultant with respect to the periodic review of the Investment Guidelines and other parameters for the Company’s
Investments, financing activities and operations, any modification to which will be approved by the Board (including a majority of the
Independent Directors);


 


(ii)            investigating,
analyzing, and selecting possible Investment opportunities and acquiring, financing, retaining, selling, restructuring, exchanging or
disposing of Investments consistent with the Investment Guidelines;


 


(iii)           with
respect to prospective Investment Transactions and Financing Transactions, conducting negotiations (including negotiation of definitive
agreements) on the Company’s behalf with sellers, purchasers, and brokers and, if applicable, their respective agents and representatives;


 


(iv)           effecting
any private placement of interest in the Operating Partnership, tenancy-in-common or other interests in Investments as may be approved
by the Board;


 


(v)            engaging
and supervising, on the Company’s behalf and at the Company’s expense, independent contractors that provide investment banking,
securities brokerage, mortgage brokerage, real estate brokerage, other financial services, due diligence services, underwriting review
services, legal and accounting services, and all other services (including transfer agent and registrar services) as may be required relating
to the Company’s operations and actual or potential Investments, Investment Transactions or Financing Transactions;


 






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(vi)           coordinating
and managing operations of any joint venture or co-investment interests held by the Company and conducting all matters with the joint
venture or co-investment partners;


 


(vii)          providing
executive and administrative personnel, office space and office services required in rendering services to the Company;


 


(viii)         administering
the day-to-day operations and performing and supervising the performance of such other administrative functions necessary to the Company’s
management as may be agreed upon by the Manager and the Board, including, without limitation, the collection of revenues and the payment
of the Company’s debts and obligations and maintenance of appropriate computer services to perform such administrative functions;


 


(ix)           communicating
on the Company’s behalf with the holders of any of the equity or debt securities of the Company or the Operating Partnership as
required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain effective
relations with such holders;


 


(x)            counseling
the Board and the Company in connection with policy decisions to be made by the Board;


 


(xi)           evaluating
and recommending to the Board hedging strategies and engaging in hedging activities on the Company’s behalf, consistent with such
strategies as so modified from time to time, with BHM’s qualification as a REIT and with the Investment Guidelines;


 


(xii)          counseling
the Board and the Company regarding the qualification and maintenance of BHM’s qualification as a REIT and monitoring compliance
with the various REIT qualification tests and other rules set out in the Code and Treasury Regulations thereunder and using commercially
reasonable efforts to cause BHM to qualify and continue to qualify for taxation as a REIT;


 


(xiii)         counseling
the Company regarding the maintenance of the Company’s exemption from the status of an investment company required to register under
the Investment Company Act, monitoring compliance with the requirements for maintaining such exemption and using commercially reasonable
efforts to cause the Company to maintain such exemption from such status;


 


(xiv)         furnishing
reports and statistical and economic research to the Company regarding the Company’s activities and services performed for the Company
by the Manager, including reports to the Board with respect to potential conflicts of interest involving the Manager or any of
its Affiliates;


 


(xv)          monitoring
the operating performance of the Company’s Investments and providing periodic reports with respect thereto to the Board, including
comparative information with respect to such operating performance and budgeted or projected operating results;


 


(xvi)         investing
and reinvesting any moneys and securities of the Company (including investing in short-term investments pending investment in other investments,
payment of fees, costs and expenses, or payments of dividends or distributions to BHM’s stockholders and the Operating Partnership’s
partners), consistent with BHM’s qualification as a REIT, and advising the Company as to its capital structure and capital raising;


 


(xvii)        causing
the Company to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures
and systems, internal controls and other compliance procedures and testing systems with respect to financial reporting obligations and
compliance with the provisions of the Code applicable to REITs and, if applicable, taxable REIT subsidiaries (as defined in Section 856(l) of
the Code), and to conduct quarterly compliance reviews with respect thereto;


 






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(xviii)       assisting
the Company in qualifying to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses;


 


(xix)          assisting
the Company in complying with all regulatory requirements applicable to the Company in respect of the Company’s business activities,
including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings
and all reports and documents, if any, required under the Exchange Act or the Securities Act, or by the applicable Securities Exchange;


 


(xx)           assisting
the Company in taking all necessary action to enable the Company to make required tax filings and reports, including soliciting stockholders
for required information to the extent required by the provisions of the Code applicable to REITs;


 


(xxi)          handling
and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations)
in which the Company may be involved or to which the Company may be subject arising out of the Company’s day-to-day operations (other
than with the Manager or its Affiliates), subject to such limitations or parameters as may be imposed from time to time by the Board;


 


(xxii)         using
commercially reasonable efforts to cause expenses incurred by the Company or on the Company’s behalf to be commercially reasonable
or commercially customary and within any budgeted parameters or expense guidelines set by the Board from time to time;


 


(xxiii)        serving
as the Company’s consultant with respect to decisions regarding any of its financings, hedging activities, borrowings or joint venture
arrangements undertaken by the Company, including (1) assisting the Company in developing criteria for debt and equity financing
that is specifically tailored to its investment objectives, and (2) advising the Company with respect to obtaining appropriate financing
for its investments;


 


(xxiv)        arranging
marketing materials, advertising, industry group activities (such as conference participations and industry organization memberships)
and other promotional efforts designed to promote the Company’s business;


 


(xxv)         performing such other services as may
be required from time to time for management and other activities relating to the Company’s assets and business as the Board shall
reasonably request or the Manager shall deem appropriate under the particular circumstances; and


 


(xxvi)        using
commercially reasonable efforts to cause the Company to comply with all applicable laws.


 


(d)            The
Manager may retain, for and on behalf, and at the sole cost and expense, of the Company, such services of the persons and firms referred
to in Section 7(b) hereof as the Manager deems necessary or advisable in connection with the management and operations
of the Company. In performing its duties under this Section 2, the Manager shall be entitled to rely reasonably on qualified
experts and professionals (including, without limitation, accountants, legal counsel and other professional service providers) hired by
the Manager at the Company’s sole cost and expense.


 


(e)            The
Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Investment
Guidelines, (ii) would adversely and materially affect the qualification of BHM as a REIT or the Operating Partnership as a partnership
under the Code or the Company’s status as an entity exempted or excluded from investment company status under the Investment Company
Act, or (iii) would conflict with or violate any law, rule or regulation of any governmental body or agency having jurisdiction
over the Company or of any exchange on which the securities of the Company may be listed or any applicable Governing Instruments. If the
Manager is ordered to take any action by the Board, the Manager shall promptly notify the Board if it is the Manager’s judgment
that such action would adversely and materially affect such status or conflict with or violate any such law, rule or regulation or
Governing Instruments. Notwithstanding the foregoing, neither the Manager nor any of its Affiliates shall be liable to the Company, the
Board, or the Company’s stockholders or partners, as applicable, for any act or omission by the Manager or any of its Affiliates,
except as provided in Section 8 of this Agreement.


 






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(f)            The
Manager shall seek and obtain Board approval of any Investment Transaction that does not meet the Investment Guidelines. Subject to this
Section 2(f), the Manager may execute without Board approval any Investment Transaction that fits within the Investment Guidelines,
if then permitted by the Investment Guidelines. If any proposed Investment Transaction requires approval by the Independent Directors,
the Manager will deliver to the Independent Directors all documents and other information reasonably required by them to evaluate properly
the proposed transaction. The Board may, at any time upon the giving of notice to the Manager, modify or revoke the authority set forth
in this Section 2(f); provided, however, that such modification or revocation shall be effective upon receipt by the
Manager and shall not be applicable to Investment Transactions to which the Manager has committed the Company prior to the date of receipt
by the Manager of such notification.


 


(g)            The
Company (including the Board) agrees to take all actions reasonably required to permit and enable the Manager to carry out its duties
and obligations under this Agreement, including, without limitation, all steps reasonably necessary to allow the Manager to file any registration
statement or other filing required to be made under the Securities Act, Exchange Act, the applicable Securities Exchange’s Listed
Company Manual, the Code or other applicable law, rule or regulation on behalf of the Company in a timely manner. The Company further
agrees to use commercially reasonable efforts to make available to the Manager all resources, information and materials reasonably requested
by the Manager to enable the Manager to satisfy its obligations hereunder, including its obligations to deliver financial statements and
any other information or reports with respect to the Company.


 


(h)            As
frequently as the Manager may deem reasonably necessary or advisable, or at the direction of the Board, the Manager shall prepare, or,
at the sole cost and expense of the Company, cause to be prepared, any reports and other information relating to any proposed or consummated
Investment as may be reasonably requested by the Company.


 


(i)             The
Manager shall prepare, or, at the sole cost and expense of the Company, cause to be prepared, all reports, financial or otherwise, with
respect to the Company reasonably required by the Board in order for the Company Entities to comply with their respective Governing Instruments
or as otherwise reasonably requested by the Board, or any other materials required to be filed with any governmental body or agency, and
shall prepare, or, at the sole cost and expense of the Company, cause to be prepared, all materials and data necessary to complete such
reports and other materials, including, without limitation, an annual audit of BHM’s consolidated financial statements by a nationally
recognized independent accounting firm.


 


(ii)            The
Manager shall prepare, or, at the sole cost and expense to the Company, cause to be prepared, regular reports for the Board to enable
the Board to review the Company’s acquisitions, portfolio composition and characteristics, performance and compliance with the Investment
Guidelines and policies approved by the Board.


 


(i)            Officers,
employees and agents of the Manager and its Affiliates may serve as directors, officers, agents, nominees or signatories for any Company
Entity, to the extent permitted by their respective Governing Instruments or by any resolutions duly adopted by the Board, the Operating
Partnership or such Company Entity. When executing documents or otherwise acting in such capacities for any Company Entity, such Persons
shall indicate in what capacity they are executing on behalf of such Company Entity. Without limiting the foregoing, while this Agreement
is in effect, the Manager will provide the Company with a management team, including a president, chief financial officer and secretary,
along with appropriate support personnel, to provide the management services to be provided by the Manager to the Company Entities hereunder,
who shall devote such of their time to the management of the Company as necessary and appropriate, commensurate with the level of activity
of the Company from time to time. For the avoidance of doubt, none of the officers or employees of the Manager or its Affiliates will
be dedicated exclusively to the Company.


 






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(j)            The
Manager, at its sole cost and expense, shall at all times during the term of this Agreement maintain reasonable and customary “errors
and omissions” insurance coverage and other customary insurance coverage in respect to its obligations and activities under, or
pursuant to, this Agreement, naming BHM and the Operating Partnership as additional insureds.


 


(k)           The
Manager, at its sole cost and expense, shall provide such third party internal audit, compliance and control services as may be required
for the Company to comply with applicable law (including the Securities Act and Exchange Act), regulation (including SEC regulations)
and the rules and requirements of the applicable Securities Exchange and as otherwise reasonably requested by the Company or the
Board from time to time.


 


(l)            The
Manager acknowledges receipt of BHM’s Code of Business Conduct and Ethics and Policy on Insider Trading (the “Conduct Policies”)
and agrees to require any Persons who provide services to the Company to comply with such Conduct Policies in the performance of such
services hereunder or such comparable policies as shall in substance hold such Persons to at least the standards of conduct set forth
in the Conduct Policies.


 


(m)          The
Manager, at its sole cost and expense, shall maintain any required registration of the Manager or any Affiliate with the SEC under the
Investment Advisers Act of 1940, as amended, or with any state securities authority in any state in which the Manager or its Affiliate
is required to be registered as an investment advisor under applicable state securities laws.


 


Section 3. Additional Activities of the Manager; Non-Solicitation;
Restrictions.


 


(a)            Except
as provided in the last sentence of this Section 3(a) and/or the Investment Guidelines nothing in this Agreement shall
(i) prevent the Manager or any of its Affiliates, officers, directors or employees, from engaging in other businesses or from rendering
services of any kind to any other Person or entity, whether or not the investment objectives or policies of any such other Person or entity
are similar to those of the Company; provided, however, that the Manager shall devote sufficient resources to the Company’s
business to discharge its obligations to the Company Entities under this Agreement; or (ii) in any way bind or restrict the Manager
or any of its Affiliates, officers, directors or employees from buying, selling or trading any securities or commodities for their own
accounts or for the account of others for whom the Manager or any of its Affiliates, officers, directors or employees may be acting. While
information and recommendations supplied to the Company shall, in the Manager’s reasonable and good faith judgment, be appropriate
under the circumstances and in light of the investment objectives and policies of the Company, they may be different from the information
and recommendations supplied by the Manager or any Affiliate of the Manager to others. The Company shall be entitled to equitable treatment
under the circumstances in receiving information, recommendations and any other services, but the Company recognizes that it is not entitled
to receive preferential treatment as compared with the treatment given by the Manager or any Affiliate of the Manager to others. The Company
shall have the benefit of the Manager’s best judgment and effort in rendering services hereunder and, in furtherance of the foregoing,
the Manager shall not undertake activities that, in its good faith judgment, will adversely affect the performance of its obligations
under this Agreement.


 


(b)            The
Manager shall report to the Board any condition or circumstance, existing or anticipated, of which it has knowledge, which creates or
could create a conflict of interest between the Manager’s obligations to the Company and its obligations to or its interest in any
other Person. If the Manager or any of its Affiliates sponsored any other investment program with similar investment objectives to the
Company that has investment funds available at the same time as the Company, the Manager shall inform the Board of the method to be applied
by the Manager in allocating investment opportunities among the Company and competing investment entities and shall provide regular updates
to the Board of the investment opportunities provided by the Manager to competing programs in order for the Board (including the Independent
Directors) to evaluate that the Manager is allocating such opportunities in accordance with such method.


 






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Section 4.
Bank Accounts.


 


At the direction of the Board, the Manager may
establish and maintain one or more bank accounts in the name of any Company Entity, and may collect and deposit into any such account
or accounts, and disburse funds from any such account or accounts, under such terms and conditions as the Board may approve; and the Manager
shall from time to time render appropriate accountings of such collections and payments to the Board and, upon request, to the Company’s
auditors.


 


Section 5.
Records; Confidentiality.


 


(a)            The
Manager shall maintain appropriate books of accounts and records relating to services performed hereunder, and such books of account and
records shall be accessible for inspection by representatives of the Company Entities at any time during normal business hours. The Manager
shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder
(“Confidential Information”) and shall not use Confidential Information except in furtherance of its duties under this
Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to its Affiliates, officers, directors,
employees, agents, representatives or advisors who need to know such Confidential Information for the purpose of rendering services hereunder,
(ii) to appraisers, financing sources and others in the ordinary course of the Company’s business ((i) and (ii) collectively,
 “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the
Company or filings with the NYSE, NYSE American, or other applicable Securities Exchange or market, or disclosure or presentations to
Company investors (subject to compliance with Regulation FD), (iv) to governmental officials having jurisdiction over the Company,
(v) as requested by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party,
or (vi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public
nature of the Confidential Information and to obtain agreement from such Persons to treat such Confidential Information in accordance
with the terms hereof.


 


(b)            Nothing
herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency,
(ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the
extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors;
provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager
will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense,
an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry
of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager
may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager
agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information.


 


(c)            Notwithstanding
anything herein to the contrary, each of the following shall be deemed to be excluded from the provisions of this Section 5: any
Confidential Information that (A) is available to the public from a source other than the Manager, (B) is released in writing
by the Company to the public (except to the extent exempt under Regulation FD) or to persons who are not under similar obligation
of confidentiality to the Company, or (C) is obtained by the Manager from a third party where such disclosure, to the best of the
Manager’s knowledge, does not constitute a breach by such third party of an obligation of confidence with respect to the Confidential
Information disclosed.


 






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(d)            The
provisions of this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one (1) year;
provided that the parties will maintain trade secrets of the other party identified in writing as trade secrets, and which in fact
constitute trade secrets, for a period of no longer than five (5) years thereafter.


 


Section 6.
Compensation.


 


(a)            For
the services rendered under this Agreement, the Company shall pay the Base Management Fee and the Incentive Fee to the Manager. The Manager
will not receive any compensation for the period prior to the Distribution Date other than expenses incurred and reimbursed pursuant to
Section 7 hereof.


 


(b)            The
parties acknowledge that the Base Management Fee is intended to compensate the Manager for advisory services and certain general management
services rendered under this Agreement.


 


(c)            The
Base Management Fee shall be payable in arrears, in quarterly installments commencing with the quarter in which this Agreement is executed.
If applicable, the initial and final installments of the Base Management Fee shall be pro-rated based on the number of days during the
initial and final quarters, respectively, that this Agreement is in effect. The Base Management Fee shall be promptly delivered to the
Company. The Company will be obligated to pay each quarterly installment of the Base Management Fee calculated for that quarter within
five (5) Business Days after delivery to the Company of the written statement of the Manager setting forth the computation of the
Base Management Fee for such quarter. One half of each quarterly installment of the Base Management Fee will be payable in C-LTIP Units.
The remainder of the Base Management Fee shall be payable in cash or C-LTIP Units, at the election of the Board. The number of C-LTIP
Units payable as the Base Management Fee to be issued to the Manager will be calculated in accordance with Section 6(f) in the
same manner as the number of C-LTIP Units calculated for the Incentive Fee.


 


(d)            The
Incentive Fee shall be payable in arrears, in quarterly installments commencing with the quarter in which this Agreement is executed.
The Manager shall compute each quarterly installment of the Incentive Fee within forty-five (45) days after the end of the calendar
quarter with respect to which such installment is payable. A copy of the computations made by the Manager to calculate such installment
shall thereafter promptly be delivered to the Board and, upon such delivery, payment of such installment of the Incentive Fee shown therein
shall be due and payable no later than the date which is five (5) Business Days after the date of delivery to the Board of such computations.
For purposes of calculating the Incentive Fee during the first 12 months after completion of the Distribution, AFFO will be determined
by annualizing the applicable period following completion of the Distribution.


 


(e)            Each
quarterly installment of the Incentive Fee shall be allocated and payable as follows:


 


(i)             fifty
percent (50%) of the Incentive Fee will be payable in C-LTIP Units; and


 


(ii)            the
remainder will be payable in cash or in C-LTIP Units, at the election of the Board.


 


(f)            The
number of C-LTIP Units payable as the Incentive Fee to be issued to the Manager will be equal to the dollar amount of the portion of the
quarterly installment of the Incentive Fee payable in such C-LTIP Units, divided by a value determined as follows:


 


(i)             if
the Company Common Stock is traded on a Securities Exchange, the value shall be deemed to be the average of the closing prices of the
Company Common Stock on such exchange on the five (5) Business Days prior to the date on which the quarterly installment of the Incentive
Fee is paid;


 


(ii)            if
the Company Common Stock is not traded on a Securities Exchange but is actively traded over-the-counter, the value shall be deemed to
be the average of the closing bids or sales prices, as applicable, on the five (5) Business Days prior to the date on which the quarterly
installment of the Incentive Fee is paid; and


 






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(iii)           if
the Company Common Stock is neither traded on a Securities Exchange nor actively traded over-the-counter, the value shall be the fair
market value thereof, as reasonably determined in good faith by the Board (including a majority of the Independent Directors).


 


(g)            If
at any time the Manager shall, in connection with a determination of the value of the Company Common Stock made by the Board pursuant
to Section 6(f)(iii) hereof, (i) dispute such determination in good faith by more than five percent (5%), and (ii) such
dispute cannot be resolved between the Independent Directors and the Manager within ten (10) Business Days after the Manager provides
written notice to the Company of such dispute (the “Valuation Notice”), then the matter shall be resolved by an independent
appraiser of recognized standing selected jointly by the Independent Directors and the Manager within not more than twenty (20) days
after the Valuation Notice. In the event the Independent Directors and the Manager cannot agree with respect to such selection within
the aforesaid twenty (20) day time-frame, the Independent Directors shall select one such independent appraiser and the Manager shall
select one independent appraiser within five (5) Business Days after the expiration of the twenty (20) day period, with one
additional such appraiser (the “Last Appraiser”) to be selected by the appraisers so designated within five (5) Business
Days after their selection. Any valuation decision made by the Last Appraiser shall be deemed final and binding upon the Board and the
Manager and shall be delivered to the Manager and the Board within not more than fifteen (15) days after the selection of the Last
Appraiser. The expenses of the appraisal shall be paid by the party with the estimate that deviated the furthest from the final valuation
decision made by the independent appraisers.


 


Section 7.
Expenses of the Company.


 


(a)            Except
as otherwise set forth in Section 7(b)(iv) hereof with respect to the costs of legal, tax, accounting, consulting, auditing
and other similar services rendered for the Company as specified therein, which costs shall be the expense of the Company, the Manager
shall be responsible for the expenses related to any and all personnel of the Manager and its Affiliates who provide services to the Company
Entities pursuant to this Agreement, including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of employee
benefit plans of such personnel, and costs of insurance with respect to such personnel; provided, however, that the Manager shall
not be responsible for any such expenses payable subsequent to the Distribution Date to the extent (and only to such extent) that such
expenses were incurred or otherwise attributable to a time period preceding the Distribution Date. For the avoidance of doubt, any Equity
Incentive Plan of BHM or the Operating Partnership in which any person referred to above participates shall be excluded from the operation
of this Section 7(a) and will thus not be an expense of the Manager.


 


(b)            The
Company shall pay (or cause to be paid) all of the costs and expenses of each Company Entity and shall reimburse the Manager or its Affiliates
for documented expenses of the Manager and its Affiliates incurred on behalf of any Company Entity that are reasonably necessary for the
performance by the Manager of its duties and functions hereunder, which may include the Company’s pro rata portion of rent, telephone,
utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required
for the Company’s operations, provided, that such expenses are in amounts no greater than those that would be payable to
third-party professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis,
and excepting only those expenses that are specifically the responsibility of the Manager pursuant to Section 7(a) of
this Agreement. Without limiting the generality of the foregoing, it is specifically agreed that the following costs and expenses of the
Company Entities shall be paid by the Company and shall not be paid by the Manager or Affiliates of the Manager:


 


(i)             Acquisition
Expenses incurred in connection with the selection and acquisition of Investments;


 






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(ii)            general
and administrative expenses of the Company Entities;


 


(iii)           expenses
incurred in connection with the issuance of securities of the Company, any Financing Transaction and other costs incident to the acquisition,
development, redevelopment, construction, repositioning, leasing, disposition and financing of the Investments;


 


(iv)            costs
of legal, tax, accounting, consulting, auditing and other similar services rendered for the Company by providers retained by the Manager
or, if provided by the Manager’s personnel, in amounts which are no greater than those which would be payable to outside professionals
or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis. For the avoidance of
doubt, any Equity Incentive Plan of BHM or the Operating Partnership in which any person referred to in Section 7(a) above participates
shall be included in the operation of this Section 7(b)(iv);


 


(v)            the
compensation and expenses of BHM’s directors and the cost of liability insurance to indemnify the Company and its directors and
officers;


 


(vi)           costs
associated with the establishment and maintenance of any of the Company’s credit facilities, other financing arrangements, or other
indebtedness of the Company (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of BHM’s
securities offerings;


 


(vii)          expenses
connected with communications to holders of the securities of any Company Entity and other bookkeeping and clerical work necessary in
maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental
bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the SEC, the costs payable
by the Company to any transfer agent and registrar in connection with the listing and/or trading of BHM’s securities on any exchange,
the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing BHM’s
annual report to its stockholders or the Operating Partnership’s partners, as applicable, and proxy materials with respect to any
meeting of BHM’s stockholders or the Operating Partnership’s partners, as applicable;


 


(viii)         costs
associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party
vendors that is used for the Company Entities;


 


(ix)            expenses
incurred by managers, officers, personnel and agents of the Manager for travel on the Company’s behalf and other out-of-pocket expenses
incurred by managers, officers, personnel and agents of the Manager in connection with the acquisition, development, redevelopment, construction,
repositioning, leasing, financing, refinancing, sale or other disposition of an Investment or establishment of any of BHM’s securities
offerings, or in connection with any Financing Transaction;


 


(x)             costs
and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement,
clearing and custodial fees and expenses;


 


(xi)            compensation
and expenses of BHM’s custodian and transfer agent, if any;


 


(xii)           the
costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;


 


(xiii)          all
taxes and license fees;


 


(xiv)          all
insurance costs incurred in connection with the operation of the Company’s business except for the costs attributable to the insurance
that the Manager elects to carry for itself and its personnel;


 


(xv)           costs
and expenses incurred in contracting with third parties;


 






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(xvi)         all
other costs and expenses relating to the Company’s business and investment operations, including, without limitation, the costs
and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Investments, including appraisal, reporting, audit
and legal fees;


 


(xvii)        expenses
relating to any office(s) or office facilities, including, but not limited to, disaster backup recovery sites and facilities, maintained
for any Company Entity or their Investments separate from the office or offices of the Manager;


 


(xviii)       expenses
connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board
to or on account of holders of the securities of any Company Entity, including, without limitation, in connection with any dividend reinvestment
plan;


 


(xix)          any
judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against any Company Entity, or against
any trustee, director, partner, member or officer of such Company Entity in his capacity as such for which any Company Entity is required
to indemnify such trustee, director, partner, member or officer pursuant to the applicable Governing Instruments or any agreement
or other instrument or by any court or governmental agency; and


 


(xx)           all
other expenses actually incurred by the Manager (except as otherwise specified herein) that are reasonably necessary for the performance
by the Manager of its duties and functions under this Agreement.


 


(c)            Costs
and expenses incurred by the Manager on behalf of the Company shall be reimbursed monthly to the Manager. The Manager shall prepare a
written statement in reasonable detail documenting the costs and expenses of the Company and those incurred by the Manager on behalf of
the Company during each month and shall deliver such written statement to the Company within thirty (30) days after the end of each
month. The Company shall pay all amounts payable to the Manager pursuant to this Section 7(c) within five (5) Business
Days after the receipt of the written statement without demand, deduction, offset or delay. Cost and expense reimbursement to the Manager
shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company. The provisions of
this Section 7 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously
been incurred or are incurred in connection with such expiration or termination.


 


Section 8.
Limits of the Manager’s Responsibility.


 


(a)            The
Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and shall
not be responsible for any action of the Board in following or declining to follow any advice or recommendations of the Manager, including
as set forth in the Investment Guidelines. The Manager, its officers, members, managers, directors, personnel, Affiliates and any Person
providing sub-advisory services to the Manager (each, a “Manager Indemnified Party”), will not be liable to any Company
Entity or any of the stockholders, partners, members or other holders of equity interests of any Company Entity for any acts or omissions
by any Manager Indemnified Party performed in accordance with and pursuant to this Agreement, except by reason of any act or omission
on the part of such Manager Indemnified Party constituting bad faith, willful misconduct, gross negligence or reckless disregard of their
duties under this Agreement as determined by a final, non-appealable order of a court of competent jurisdiction, or those incurred in
connection with the Manager’s proper release of the Company’s money or other property.


 






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(b)            The
Company shall, to the full extent lawful, indemnify and hold harmless each Manager Indemnified Party, with respect to all expenses, losses,
damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) (collectively,
 “Losses”) in respect of or arising from any acts or omissions of such Manager Indemnified Party not constituting bad
faith, willful misconduct, gross negligence, reckless disregard of duties of such Manager Indemnified Party, performed in good faith in
accordance with and pursuant to this Agreement as determined by a final, non-appealable order of a court of competent jurisdiction, or
those incurred in connection with the Manager’s proper release of the Company’s money or other property. In addition, the
Company shall advance funds to a Manager Indemnified Party for legal fees and other costs and expenses incurred as a result of any claim,
suit, action or proceeding for which indemnification is being sought pursuant to the terms of this Agreement, provided, that such
Manager Indemnified Party undertakes to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon,
if it shall ultimately be determined that such Manager Indemnified Party is not entitled to be indemnified by the Company as provided
herein in connection with such claim, suit, action or proceeding.


 


(c)            The
Manager shall, to the full extent lawful, indemnify and hold harmless the Company, its directors and officers, personnel, agents and Affiliates
(each, a “Company Indemnified Party,” and collectively with a Manager Indemnified Party, each an “Indemnified
Party”) with respect to all Losses in respect of or arising from (i) any acts or omissions of the Manager constituting
bad faith, willful misconduct, gross negligence or reckless disregard of the duties of the Manager under this Agreement, or (ii) any
claims by the Manager’s personnel relating to the terms and conditions of their employment by the Manager.


 


(d)            In
case any such claim, suit, action or proceeding (a “Claim”) is brought against any Indemnified Party in respect of
which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice
thereof to the indemnifying party, which notice shall include all documents and information in the possession of or under the control
of such Indemnified Party reasonably necessary for the evaluation and/or defense of such Claim and shall specifically state that indemnification
for such Claim is being sought under this Section 8; provided, however, that the failure of the Indemnified Party to
so notify the indemnifying party shall not limit or affect such Indemnified Party’s rights other than pursuant to this Section 8.
Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party
shall, at its sole cost and expense, in good faith defend any such Claim with counsel reasonably satisfactory to such Indemnified Party,
which counsel may, without limiting the rights of such Indemnified Party pursuant to the next sentence of this Section 8(d),
also represent the indemnifying party in such investigation, action or proceeding. In the alternative, such Indemnified Party may elect
to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying
party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give
written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes
such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend
the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party without such Indemnified Party’s
consent, provided (i) such settlement is without any Losses whatsoever to such Indemnified Party, (ii) the settlement does not
include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an
effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made,
which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made
by the party against such Indemnified Party in connection with such Claim. The applicable Indemnified Party shall reasonably cooperate
with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of
any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 8 to elect to
defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement
of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may
pay or settle any Claim and seek reimbursement therefor under this Section 8.


 






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(e)            Any
Indemnified Party entitled to indemnification hereunder shall seek recovery under any insurance policies by which such Indemnified Party
is covered and any Indemnified Party shall obtain the written consent of the indemnifying party prior to entering into any compromise
or settlement which would result in an obligation of such indemnifying party to indemnify such Indemnified Party; provided, however,
that the possibility of recovery under any such insurance policies shall not preclude an Indemnified Party from seeking indemnification
pursuant to this Agreement. If such Indemnified Party shall actually recover any amounts under any applicable insurance policies, it shall
offset the net proceeds so received against any amounts owed by the indemnifying party by reason of the indemnity provided hereunder or,
if all such amounts shall have been paid by the indemnifying party in full prior to the actual receipt of such net insurance proceeds,
it shall pay over such proceeds (up to the amount of indemnification paid by the indemnifying party to such Indemnified Party) to the
indemnifying party. If the amounts in respect of which indemnification is sought arise out of the conduct of the business and affairs
of the Company or any Subsidiary and also of any other Person or entity for which the Indemnified Party hereunder was then acting in a
similar capacity, the amount of the indemnification to be provided by the Company may be limited to the Company Parties’ proportionate
share thereof if so determined by the Company in good faith.


 


(f)            The
provisions of this Section 8 shall survive the expiration or earlier termination of this Agreement.


 


Section 9.
No Joint Venture.


 


The parties to this Agreement are not partners
or joint venturers with each other and nothing herein shall be construed to make them such partners or joint venturers or impose any liability
as such on any of them.


 


Section 10.
Term; Renewal; Nonrenewal Event; Internalization.


 


(a)            This
Agreement shall become effective on the Distribution Date and shall continue in operation, unless terminated in accordance with the terms
hereof, until the first anniversary of the Distribution Date (the “Initial Term”). After the Initial Term, this Agreement
shall be deemed renewed automatically each year for an additional one-year period (an “Automatic Renewal Term”) unless
the Company or the Manager elects not to renew this Agreement in accordance with Section 10(b) or Section 10(d),
respectively, the Company elects to internalize management pursuant to Section 10(f)(i) or this Agreement is earlier
terminated in accordance with Section 11.


 


(b)            Notwithstanding
any other provision of this Agreement to the contrary, no later than 180 days prior to the expiration of the Initial Term or any
Automatic Renewal Term, the Company may deliver written notice to the Manager informing it of the Company’s intention to decline
to renew this Agreement (the “Nonrenewal Notice”) if a Nonrenewal Event may have occurred. A Nonrenewal Event shall
occur upon the affirmative vote of at least two-thirds of the Independent Directors that (1) there has been unsatisfactory performance
by the Manager that is materially detrimental to the Company Entities taken as a whole or (2) the Base Management Fee and Incentive
Fee payable to the Manager are not, taken as a whole, in accordance with then-current market rates charged by asset management companies
rendering services similar to those rendered by the Manager (“Market Rates”), subject to Section 10(c),
and only after reasonable investigation by the Independent Directors as to the rates charged by similarly situated managers. If a Nonrenewal
Event has occurred, the Company shall pay the Manager the Termination Fee before or on the last day of the Initial Term or such Automatic
Renewal Term, as the case may be (the “Effective Termination Date”). The Company may terminate this Agreement for cause
pursuant to Section 11(a) hereof even after a Nonrenewal Notice and, in such case, no Termination Fee shall be payable.


 






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(c)            Notwithstanding
the provisions of subsection (b) above, if the reason for the Nonrenewal Event specified in the Company’s Nonrenewal
Notice is that two-thirds of the Independent Directors have determined that the Base Management Fee and the Incentive Fee payable to the
Manager are not, taken as a whole, in accordance with Market Rates, there shall not have occurred a Nonrenewal Event in the event that
there is a Board-Approved Structure (as defined below). If the Manager wishes to continue to perform its duties during the Automatic Renewal
Term that would commence upon the expiration of the Initial Term or then current Automatic Renewal Term (and to assert that a Nonrenewal
Event shall not be deemed to have occurred), the Manager must first deliver to the Company, not less than 120 days prior to the pending
Effective Termination Date, written notice (a “Notice of Proposal to Negotiate”) of its intention to renegotiate the
Base Management Fee and/or the Incentive Fee. Thereupon, the Company and the Manager shall endeavor to negotiate the Base Management Fee
and/or the Incentive Fee in good faith. Provided that the Company and the Manager agree to a revised Base Management Fee, Incentive
Fee or other compensation structure (the “Agreed Structure”) within sixty (60) days following the Company’s receipt
of the Notice of Proposal to Negotiate, and at least two-thirds of the Independent Directors agree that the rates to be paid to the Manager
pursuant to the Agreed Structure are at or below Market Rates, taken as a whole (a “Board-Approved Structure”), the
Nonrenewal Notice from the Company shall be deemed of no force and effect, and this Agreement shall continue in full force and effect
on the terms stated herein, except for any changes required to effectuate the Board-Approved Structure. The Company and the Manager agree
to execute and deliver an amendment to this Agreement setting forth such revisions promptly after the approval of the Board-Approved Structure,
with an effective date of what would have been the Effective Termination Date. In the event that the Company and the Manager are unable
to agree on an Agreed Structure during such sixty (60) day period, this Agreement shall terminate on the Effective Termination Date and
the Company shall be obligated to pay the Manager the Termination Fee upon the Effective Termination Date as a condition of such termination
action being effective.


 


(d)            No
later than 180 days prior to the expiration of the Initial Term or any Automatic Renewal Term, the Manager may deliver written notice
to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be
renewed and extended and this Agreement shall terminate effective on the anniversary date of this Agreement next following the delivery
of such notice. The Company is not required to pay to the Manager the Termination Fee if the Manager declines to renew this Agreement
pursuant to this Section 10(d).


 


(e)            Except
as set forth in this Section 10, a nonrenewal of this Agreement pursuant to this Section 10 shall be without any further
liability or obligation of either party to the other, except as provided in Section 5, Section 7, Section 8
and Section 14 of this Agreement.


 


(f)


 


(i)             Notwithstanding
any other provision of this Agreement, upon the determination by at least two-thirds of the Independent Directors that, upon an internalization
of the Company’s management, AFFO per share would be greater than AFFO per share immediately prior to such internalization, the
Company may internalize, with consideration upon such internalization being paid by the Company to the Manager (the “Internalization
Consideration”) equal to 2.75 times the sum of the Base Management Fee and Incentive Fee, in each case, earned by the Manager
during the 12-month period immediately preceding such internalization, calculated as of the end of the most recently completed fiscal
quarter before the date of the internalization.


 


(ii)            If
the Company elects to internalize management pursuant to Section 10(f)(i), then either the Manager or the Company may further
elect to structure such internalization as an acquisition of all of the membership interests in the Manager for which the acquisition
consideration shall be equal to the amount of the Internalization Consideration (and no separate Internalization Consideration would be
paid), which may be structured as a contribution of the Manager or the Manager’s assets to the Operating Partnership in exchange
for units of limited partnership interest in the Operating Partnership (“OP Units”) and/or cash, provided that at least
50% of the value of the Internalization Consideration will be satisfied in OP Units, or other tax-efficient transaction as agreed to by
the Manager and the Company. To the extent of an election under this Section 10(f)(ii), the parties shall negotiate in good
faith to prepare an acquisition agreement and related documents containing customary, standard and commercially reasonable representations,
warranties, covenants and indemnities. The consummation of an acquisition of the Manager pursuant to this Section 10(f)(ii) shall
be subject to the prior approval of (1) a majority of the Independent Directors, and (2) the Company’s stockholders as
required under Maryland law or the rules of the applicable Securities Exchange.


 






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Section 11.
Termination for Cause.


 


(a)            The
Company may terminate this Agreement effective upon 30 days’ prior written notice of termination from the Company to the Manager
(a “Cause Termination Notice”), without payment of any Termination Fee, if (i) the Manager, its agents or assignees
breaches any material provision of this Agreement and such breach shall continue for a period of 30 days after written notice thereof
specifying such breach and requesting that the same be remedied in such 30-day period (or 45 days after written notice of such breach
if the Manager takes steps to cure such breach within 30 days of the written notice), (ii) there is the commencement of any proceeding
relating to the Manager’s Bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or the Manager
authorizing or filing a voluntary bankruptcy petition, (iii) any Manager Change of Control which a majority of the Independent Directors
determines is materially detrimental to the Company Entities taken as a whole, (iv) the Manager is unable to perform its obligations
under this Agreement; (v) the dissolution of the Manager, or (vi) the Manager commits fraud against the Company, misappropriates
or embezzles funds of the Company, or acts, or fails to act, in a manner constituting gross negligence, or acts in a manner constituting
bad faith or willful misconduct, in the performance of its duties under this Agreement; provided, however, that if any of the actions
or omissions described in this clause (vi) are caused by an employee and/or officer of the Manager or one of its Affiliates and the
Manager takes all necessary and appropriate action against such person and cures the damage caused by such actions or omissions within
30 days of the Manager’s actual knowledge of its commission or omission, the Company shall not have the right to terminate this
Agreement pursuant to this Section 11(a)(vi) and any Cause Termination Notice previously given in reliance on this clause
(vi) automatically shall be deemed to have been rescinded and nugatory.


 


(b)            The
Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to the Company in the event
that the Company shall default in the performance of any material term, condition or covenant contained in this Agreement and such default
shall continue for a period of 30 days after written notice thereof specifying such default and requesting that the same be remedied in
such 30 day period. The Company is required to pay to the Manager the Termination Fee if the termination of this Agreement is made pursuant
to this Section 11(b).


 


(c)            The
Manager may terminate this Agreement if the Company becomes required to register as an investment company under the Investment Company
Act, with such termination deemed to occur immediately before such event, in which case the Company shall not be required to pay the Termination
Fee.


 


Section 12.
Action Upon Termination.


 


From and after the effective date of termination
of this Agreement pursuant to Sections 10 or 11 of this Agreement, the Manager shall not be entitled to compensation for further
services hereunder, but shall be paid all compensation accruing to the date of termination and, if (x) terminated pursuant to Section 11(b) hereof
or (y) not renewed pursuant to (i) Section 10(b) hereof (subject to Section 10(c) hereof),
the Termination Fee or (ii) Section 10(f) (subject to Section 10(f)(ii) hereof), the Internalization
Consideration. Upon any such termination or nonrenewal, the Manager shall forthwith:


 


(a)            after
deducting any accrued compensation and reimbursement for its expenses that have been submitted to the Company prior to the effective date
of termination, pay over to each Company Entity all money collected and held for the account of such Company Entity pursuant to this Agreement;


 






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(b)            deliver
to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering
the period following the date of the last accounting furnished to the Board with respect to the Company Entities;


 


(c)            deliver
to the Board all property and documents of the Company Entities then in the custody of the Manager; and


 


(d)            cooperate
with the Company Entities to provide an orderly management transition, including, but not limited to, the transition to a new manager
of control of the assets of the Company Entities.


 


Section 13.
Assignments.


 


(a)            Assignments
by the Manager. This Agreement shall not be assigned by the Manager without the prior written consent of a majority of the Independent
Directors, except to an Affiliate of the Manager, in which case such Affiliate shall be bound under this Agreement and by the terms of
such assignment in the same manner as the Manager is bound under this Agreement. Notwithstanding the foregoing, the Manager may, without
the approval of a majority of the Independent Directors, delegate to one or more of its Affiliates the performance of any of its responsibilities
hereunder so long as it remains liable for any such Affiliate’s performance. Nothing contained in this Agreement shall preclude
any pledge, hypothecation or other transfer of any amounts payable to the Manager under this Agreement.


 


(b)            Assignments
by the Company. This Agreement shall not be assigned by the Company without the prior written consent of the Manager, except in the
case of assignment by the Company to another REIT or other organization which is a successor (by merger, consolidation, purchase of assets,
or other transaction) to the Company, in which case such successor organization shall be bound under this Agreement and by the terms of
such assignment in the same manner as the Company is bound under this Agreement.


 


Section 14. Release of Money or Other Property Upon Written
Request.


 


The
Manager agrees that any money or other property of the Company Entities held by the Manager shall be held by the Manager as custodian
for the Company, and the Manager’s records shall be appropriately and clearly marked to reflect the ownership of such money or other
property by the Company. Upon the receipt by the Manager of a written request signed by a duly authorized officer of the Company requesting
the Manager to release to the Company any money or other property then held by the Manager for the account of the Company under this Agreement,
then subject to the Manager’s right to offset pursuant to Section 12(a) hereof, the Manager shall release such money or
other property to the Company within a reasonable period of time, but in no event later than 60 days following such request. Upon
delivery of such money or other property to the Company, the Manager shall not be liable to the Company, the Board, BHM’s stockholders
or Operating Partnership’s partners or any of the directors or equity holders of any subsidiary of the Company for any acts
or omissions by the Company in connection with the money or other property released to the Company in accordance with this Section 14.
The Company shall indemnify the Manager Indemnified Parties against any and all Losses which arise in connection with the Manager’s
proper release of such money or other property to the Company in accordance with the terms of this Section 14. Indemnification
pursuant to this provision shall be in addition to any right of the Manager Indemnified Parties to indemnification under Section 8
of this Agreement.


 






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Section 15. Representations and Warranties.


 


(a)            BHM
hereby represents and warrants to the Manager as follows:


 


(i)             BHM
is duly organized, validly existing and in good standing under the laws of the State of Maryland, has the corporate power and authority
and the legal right to own and operate its assets, to lease any property it may operate as lessee and to conduct the business in which
it is now engaged and is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership
or lease of property or the conduct of its business requires such qualification, except for failures to be so qualified, authorized or
licensed that could not in the aggregate have a material adverse effect on the business operations, assets or financial condition of the
Company Entities, taken as a whole.


 


(ii)            BHM
has the corporate power and authority and the legal right to make, deliver and perform this Agreement and all obligations required hereunder
and has taken all necessary corporate action to authorize this Agreement on the terms and conditions hereof and the execution, delivery
and performance of this Agreement and all obligations required hereunder. No consent of any other Person, including stockholders and creditors
of BHM, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration
with, any governmental authority is required by BHM in connection with this Agreement or the execution, delivery, performance, validity
or enforceability of this Agreement and all obligations required hereunder. This Agreement has been, and each instrument or document required
hereunder will be, executed and delivered by a duly authorized officer of BHM, and this Agreement constitutes, and each instrument or
document required hereunder when executed and delivered hereunder will constitute, the legally valid and binding obligation of BHM enforceable
against BHM in accordance with its terms.


 


(iii)           The
execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any provision
of any existing law or regulation binding on BHM, or any order, judgment, award or decree of any court, arbitrator or governmental authority
binding on BHM, or the Governing Instruments of, or any securities issued by BHM or of any mortgage, indenture, lease, contract or other
agreement, instrument or undertaking to which BHM is a party or by which BHM or any of its assets may be bound, the violation of which
would have a material adverse effect on the business operations, assets or financial condition of the Company Entities, taken as a whole,
and will not result in, or require, the creation or imposition of any lien or any of its property, assets or revenues pursuant to the
provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking.


 


(b)            The
Operating Partnership hereby represents and warrants to the Manager as follows:


 


(i)             The
Operating Partnership is duly organized, validly existing and in good standing under the laws of the State of Delaware, has the limited
partnership power and authority and the legal right to own and operate its assets, to lease any property it may operate as lessee and
to conduct the business in which it is now engaged and is duly qualified as a foreign limited partnership and in good standing under the
laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except
for failures to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on the business
operations, assets or financial condition of the Company Entities, taken as a whole.


 


(ii)            The
Operating Partnership has the limited partnership power and authority and the legal right to make, deliver and perform this Agreement
and all obligations required hereunder and has taken all necessary limited partnership action to authorize this Agreement on the terms
and conditions hereof and the execution, delivery and performance of this Agreement and all obligations required hereunder. No consent
of any other Person, including partners and creditors of the Operating Partnership, and no license, permit, approval or authorization
of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Operating
Partnership in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and
all obligations required hereunder. This Agreement has been, and each instrument or document required hereunder will be, executed and
delivered by a duly authorized officer of the Operating Partnership, and this Agreement constitutes, and each instrument or document required
hereunder when executed and delivered hereunder will constitute, the legally valid and binding obligation of the Operating Partnership
enforceable against the Operating Partnership in accordance with its terms.


 






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(iii)           The
execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any provision
of any existing law or regulation binding on the Operating Partnership, or any order, judgment, award or decree of any court, arbitrator
or governmental authority binding on the Operating Partnership, or the Governing Instruments of, or any securities issued by the Operating
Partnership or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Operating Partnership
is a party or by which the Operating Partnership or any of its assets may be bound, the violation of which would have a material adverse
effect on the business operations, assets or financial condition of the Company Entities, taken as a whole, and will not result in, or
require, the creation or imposition of any lien or any of its property, assets or revenues pursuant to the provisions of any such mortgage,
indenture, lease, contract or other agreement, instrument or undertaking.


 


(c)            The
Manager hereby represents and warrants to the Company as follows:


 


(i)             The
Manager is duly organized, validly existing and in good standing under the laws of the State of Delaware, has the limited liability company
power and authority and the legal right to own and operate its assets, to lease the property it operates as lessee and to conduct the
business in which it is now engaged and is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction
where its ownership or lease of property or the conduct of its business requires such qualification, except for failures to be so qualified,
authorized or licensed that could not in the aggregate have a material adverse effect on the business operations, assets or financial
condition of the Manager.


 


(ii)            The
Manager has the limited liability company power and authority and the legal right to make, deliver and perform this Agreement and all
obligations required hereunder and has taken all necessary limited liability company action to authorize this Agreement on the terms and
conditions hereof and the execution, delivery and performance of this Agreement and all obligations required hereunder. No consent of
any other Person, including members and creditors of the Manager, and no license, permit, approval or authorization of, exemption by,
notice or report to, or registration, filing or declaration with, any governmental authority is required by the Manager in connection
with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and all obligations required
hereunder. This Agreement has been, and each instrument or document required hereunder will be, executed and delivered by a duly authorized
officer of the Manager, and this Agreement constitutes, and each instrument or document required hereunder when executed and delivered
hereunder will constitute, the legally valid and binding obligation of the Manager enforceable against the Manager in accordance with
its terms.


 


(iii)           The
execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any provision
of any existing law or regulation binding on the Manager, or any order, judgment, award or decree of any court, arbitrator or governmental
authority binding on the Manager, or the Governing Instruments of, or any securities issued by the Manager or of any mortgage, indenture,
lease, contract or other agreement, instrument or undertaking to which the Manager is a party or by which the Manager or any of its assets
may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of
the Manager, and will not result in, or require, the creation or imposition of any lien or any of its property, assets or revenues pursuant
to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking.


 






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Section 16.
Miscellaneous.


 


(a)            Notices.
All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy),
and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered against receipt or upon
actual receipt of (i) personal delivery, (ii) delivery by reputable overnight courier, (iii) delivery by facsimile transmission
with telephonic confirmation or (iv) delivery by registered or certified mail, postage prepaid, return receipt requested, addressed
as set forth below (or to such other address as may be hereafter notified by the respective parties hereto in accordance with this Section 16):


 


	BHM:	 	Bluerock Homes Trust, Inc.
	 	 	1345 Avenue of the Americas, 32nd Floor
	 	 	New York, New York 10105
	 	 	Attention: Secretary
	 	 	Fax: (646) 278-4220
	 	 	 
	with a copy to: 	 	KVCF, PLC
	 	 	1401 E. Cary Street
	 	 	Richmond, Virginia 23219
	 	 	Attention: Richard P. Cunningham, Jr., Esq.
	 	 	Fax: (804) 823-4099
	 	 	 
	The Operating Partnership: 	 	Bluerock Residential Holdings, L.P.

 C/O Bluerock Homes Trust, Inc.
	 	 	1345 Avenue of the Americas, 32nd Floor
	 	 	New York, New York 10105
	 	 	Attention: Secretary
	 	 	Fax: (646) 278-4220
	 	 	 
	with a copy to: 	 	KVCF, PLC
	 	 	1401 E. Cary Street
	 	 	Richmond, Virginia 23219
	 	 	Attention: Richard P. Cunningham, Jr., Esq.
	 	 	Fax: (804) 823-4099
	 	 	 
	The Manager: 	 	Bluerock Homes Manager, LLC
	 	 	1345 Avenue of the Americas, 32nd Floor
	 	 	New York, New York 10105
	 	 	Attention: Chief Legal Officer
	 	 	Fax: (646) 278-4220



 


(b)            Binding
Nature of Agreement; Successors and Assigns; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs, personal representatives, successors and assigns as provided herein. Except as provided
in this Agreement with respect to indemnification of Indemnified Parties hereunder, nothing in this Agreement shall confer any rights
upon any Person other than the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.


 






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(c)            Integration.
This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and
supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written,
of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance
and/or usage of the trade inconsistent with any of the terms hereof.


 


(d)            Amendments.
This Agreement, nor any terms hereof, may not be amended, supplemented or modified except in an instrument in writing executed by the
parties hereto.


 


(e)            GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO IRREVOCABLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR ANY DISTRICT WITHIN
SUCH STATE FOR THE PURPOSE OF ANY ACTION OR JUDGMENT RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY, IRREVOCABLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH ACTION OR JUDGMENT IN SUCH COURTS, AND IRREVOCABLY WAIVES
AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.


 


(f)            WAIVER
OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


(g)            Survival
of Representations and Warranties. All representations and warranties made hereunder, and in any document, certificate or statement
delivered pursuant hereto or in connection herewith, shall survive the execution and delivery of this Agreement.


 


(h)            No
Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of a party hereto, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.


 


(i)             Costs
and Expenses. Each party hereto shall bear its own costs and expenses (including the fees and disbursements of counsel and accountants)
incurred in connection with the negotiations and preparation of and the closing under this Agreement, and all matter incident thereto.


 


(j)             Section Headings.
The section and subsection headings in this Agreement are for convenience in reference only and shall not be deemed to alter or affect
the interpretation of any provisions hereof.


 






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(k)            Counterparts.
This Agreement may be executed by the parties to this Agreement on any number of separate counterparts (including by telecopy), and all
of said counterparts taken together shall be deemed to constitute one and the same instrument.


 


(l)            Severability.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






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IN WITNESS WHEREOF, each of the parties hereto
has executed this Management Agreement as of the date first written above.


 


	 	Bluerock Homes Trust, Inc.
	 	 
	 	 
	 	By:	/s/ Jordan Ruddy
	 	 	Name: Jordan Ruddy
	 	 	Title:   President
	 	 	 


 


	 	Bluerock Residential Holdings, L.P.
	 	 
	 	 
	 	By:	Bluerock Homes Trust, Inc.,

its General Partner
	 	 	 
	 	 	 
	 	 	By: /s/ Jordan Ruddy
	 	 	Name: Jordan Ruddy
	 	 	Title:   President
	 	 	 
	 	Bluerock Homes Manager, LLC
	 	 
	 	 
	 	By:	Bluerock Real Estate, L.L.C.,

its Manager
	 	 	 
	 	 	By: /s/ Jordan Ruddy
	 	 	Name: Jordan Ruddy
	 	 	Title:   Authorized Signatory


 






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Exhibit A to Management
Agreement


 


Bluerock
Homes Trust, Inc.


 


Investment Guidelines


 


(Effective October 5,
2022)


 


1.             No
investment shall be made that would cause BHM to fail to qualify as a REIT under the Code.


 


2.             No
investment shall be made that would cause BHM or the Operating Partnership to be regulated as an investment company under the Investment
Company Act.


 


3.             The
Company’s investments shall be in the Target Assets.


 


4.             Until
appropriate investments in the Target Assets are identified, the Manager may invest the proceeds of any offerings of BHM’s or the
Operating Partnership’s securities for cash in interest-bearing, short-term investment-grade investments, subject to the requirements
for BHM’s qualification as a REIT under the Code.


 


5.             The
Manager shall have the authority to approve any Investment Transaction involving an equity investment amount of less than twenty percent
(20%) of the Company’s New Stockholders’ Equity calculated as a static calculation without regard to proration of issuances
(“Company Equity”) at the time of the Manager’s consideration.


 


6.             The
approval of the Board shall be required for any Investment Transaction involving an equity investment amount equal to or in excess of
twenty percent (20%) of Company Equity at the time of the Board’s consideration.


 


These Investment Guidelines may be amended, restated,
modified, supplemented or waived by the Board (which must include a majority of the Independent Directors) without the approval of BHM’s
stockholders.


 






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