Exhibit 10.4


 


BLUEROCK HOMES
TRUST, INC.

EQUITY INCENTIVE PLAN FOR ENTITIES

Effective October 6, 2022


 


ARTICLE I

DEFINITIONS


 


		1.01	Affiliate



 


“Affiliate”
means, with respect to any entity, any other entity, whether now or hereafter existing, which controls, is controlled by, or is under
common control with, the first entity (including, but not limited to, joint ventures, limited liability companies and partnerships). For
this purpose, the term “control” (including the correlative meanings of the terms “controlled by” and “under
common control with”) shall mean ownership, directly or indirectly, of 50% or more of the total combined voting power of all classes
of voting securities issued by such entity, or the possession, directly or indirectly, of the power to direct the management and policies
of such entity, by contract or otherwise.


 


		1.02	Agreement



 


“Agreement”
means a written agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms and
conditions of a Stock Award, an award of Performance Units, an Incentive Award, an Option, SAR or Other Equity-Based Award (including
an LTIP Unit) granted to such Participant.


 


		1.03	Board



 


“Board”
means the Board of Directors of the Company.


 


		1.04	Change in Control



 


“Change in Control”
means and includes each of the following:


 


(a)            The
acquisition, either directly or indirectly, by any individual, entity or group (within the meaning of Sections 13(d) and 14(d)(2) of
the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act), of more than 30% of either (i) the
then outstanding shares of Common Stock, taking into account as outstanding for this purpose such shares of Common Stock issuable upon
the exercise of options or warrants, the conversion of convertible shares or debt, and the exercise of any similar right to acquire such
Common Stock (but excluding any OP Units) (the “Outstanding Company Common Stock”) or (ii) the combined voting power
of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change
in Control (i) any acquisition by the Company or any of its subsidiaries, (ii) any acquisition by a trustee or other fiduciary
holding the Company’s securities under an employee benefit plan sponsored or maintained by the Company or any of its Affiliates,
(iii) any acquisition by an underwriter, initial purchaser or placement agent temporarily holding the Company’s securities
pursuant to an offering of such securities or (iv) any acquisition by an entity owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their ownership of the then Outstanding Company Common Stock.


 






     


     


    

 


(b)            Individuals
who constitute Incumbent Directors at the beginning of any consecutive twelve month period, together with any new Incumbent Directors
who become members of the Board during such twelve month period, cease to be a majority of the Board at the end of such twelve month period.


 


(c)             The
consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the
Company that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in
the transaction (a “Business Combination”), in each case, unless following such Business Combination:


 


(i)            the
individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business
Combination, beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of members of the board of directors (or the analogous governing body) of the entity resulting
from such Business Combination (the “Successor Entity”) (or, if applicable, the ultimate parent entity that directly or indirectly
has beneficial ownership of sufficient voting securities to elect a majority of the members of the board of directors (or the analogous
governing body) of the Successor Entity (the “Parent Company”));


 


(ii)            no
Person (other than any employee benefit plan sponsored or maintained by the Successor Entity or the Parent Company) beneficially owns
(within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, more than 50% of the combined voting power of
the then outstanding voting securities entitled to vote generally in the election of members of the board of directors (or the analogous
governing body) of the Parent Company (or, if there is no Parent Company, the Successor Entity); and


 


(iii)          at
least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no
Parent Company, the Successor Entity) following the consummation of the Business Combination were Incumbent Directors at the time of the
Board’s approval of the execution of the initial agreement providing for such Business Combination.


 


(d)            The
direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries, taken as a whole,
to any Person that is not a subsidiary of the Company.


 


In addition, if a Change in
Control (as defined in clauses (a) through (d) above) constitutes a payment event with respect to any Option, SAR, Stock Award,
Performance Unit, Incentive Award or Other Equity-Based Award that provides for the deferral of compensation and is subject to Section 409A
of the Code, no payment will be made under that award on account of a Change in Control unless the event described in subsection (a),
(b), (c) or (d) above, as applicable, constitutes a “change in control event” as defined in Treasury Regulation
Section 1.409A-3(i)(5).


 






    -2-


     


    

 


		1.05	Code



 


“Code”
means the Internal Revenue Code of 1986, and any amendments thereto.


 


		1.06	Committee



 


“Committee”
means the Compensation Committee of the Board or such other committee of the Board as the Board may from time to time designate. Unless
otherwise determined by the Board, the Committee shall consist of two or more members of the Board, at least two of whom are intended
to qualify as “non-employee directors” as defined by Rule 16b-3 of the Exchange Act or any successor rule; provided,
however, that any action taken by the Committee shall be valid and effective, whether or not the members of the Committee at the
time of such action are later determined not to have satisfied the foregoing requirements or otherwise provided in any charter of the
Committee. If there is no Compensation Committee and the Board has not designated any other committee, then “Committee” means
the Board.


 


		1.07	Common Stock



 


“Common Stock”
means the Class A or Class C common stock of the Company.


 


		1.08	Company



 


“Company”
means Bluerock Homes Trust, Inc., a Maryland corporation.


 


		1.09	Control Change Date



 


“Control Change Date”
means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of transactions, the “Control
Change Date” is the date of the last of such transactions on which the Change in Control occurs.


 


		1.10	Corresponding SAR



 


“Corresponding SAR”
means an SAR that is granted in relation to a particular Option and that can be exercised only upon the surrender to the Company, unexercised,
of that portion of the Option to which the SAR relates.


 


		1.11	Dividend Equivalent Right



 


“Dividend Equivalent
Right” means the right, subject to the terms and conditions prescribed by the Committee, of a Participant to receive (or have
credited) cash, securities or other property in amounts equivalent to the cash, securities or other property dividends declared on shares
of Common Stock with respect to specified Performance Units, an Other Equity-Based Award or Incentive Award of units denominated in shares
of Common Stock or other Company securities, as determined by the Committee, in its sole discretion. The Committee shall provide that
Dividend Equivalent Rights payable with respect to any such award that does not become nonforfeitable solely on the basis of continued
service shall be accumulated and distributed only when, and to the extent that, the underlying award is vested or earned. The Committee
may provide that Dividend Equivalent Rights (if any) shall be deemed to have been reinvested in additional shares of Common Stock or otherwise
reinvested.


 






    -3-


     


    







 


		1.12	Effective Date



 


“Effective Date”
means the Effective Date as set forth in Article XVIII.


 


		1.13	Exchange Act



 


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


 


		1.14	Fair Market Value



 


“Fair Market Value”
means, on any given date, the reported “closing” price of a share of Common Stock on the New York Stock Exchange for such
date or, if there is no closing price for a share of Common Stock on the date in question, the closing price for a share of Common Stock
on the last preceding date for which a quotation exists. If, on any given date, the Common Stock is not listed for trading on the New
York Stock Exchange, then Fair Market Value shall be the “closing” price of a share of Common Stock on such other exchange
on which the Common Stock is listed for trading for such date (or, if there is no closing price for a share of Common Stock on the date
in question, the closing price for a share of Common Stock on the last preceding date for which such quotation exists) or, if the Common
Stock is not listed on any exchange, the amount determined by the Committee using any reasonable method in good faith and in accordance
with the regulations under Section 409A of the Code.


 


		1.15	Incentive Award



 


“Incentive Award”
means an award awarded under Article XI which, subject to the terms and conditions prescribed by the Committee, entitles the Participant
to receive a payment from the Company or an Affiliate of the Company.


 


		1.16	Incumbent Directors



 


“Incumbent Directors”
means individuals elected to the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person
is named as a nominee for Director without objection to such nomination) and whose election or nomination for election to the Board was
approved by a vote of at least two-thirds of the directors serving on the Board at the time of the election or nomination, as applicable,
shall be an Incumbent Director. No individual designated to serve as a director by a person who shall have entered into an agreement with
the Company to effect a transaction described in Section 1.04(a) or Section 1.04(c) and no individual initially elected
or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors shall be an
Incumbent Director.


 






    -4-


     


    

 


		1.17	Individuals Plan



 


“Individuals Plan”
means the Bluerock Homes Trust, Inc. Equity Incentive Plan for Individuals, effective as of the Effective Time, and as may be amended
from time to time.


 


		1.18	Initial Value



 


“Initial Value”
means, with respect to a Corresponding SAR, the option price per share of the related Option and, with respect to an SAR granted independently
of an Option, the price per share of Common Stock as determined by the Committee on the date of grant; provided, however,
that the price shall not be less than the Fair Market Value on the date of grant. Except as provided in Article XII, without the
approval of stockholders (a) the Initial Value of an outstanding SAR may not be reduced (by amendment, cancellation and new grant
or otherwise) and (b) no payment shall be made in cancellation of an SAR if, on the date of such amendment, cancellation, new grant
or payment the Initial Value exceeds Fair Market Value.


 


		1.19	LTIP Unit



 


“LTIP Unit”
means an “LTIP Unit” as defined in the Operating Partnership’s partnership agreement. An LTIP Unit granted under this
Plan represents the right to receive the benefits, payments or other rights in respect of an LTIP Unit set forth in that partnership agreement,
subject to the terms and conditions of the applicable Agreement and that partnership agreement.


 


		1.20	Manager



 


“Manager” means Bluerock
Homes Manager, LLC, a Delaware limited liability company.


 


		1.21	Offering



 


“Offering”
means the initial public offering of Common Stock registered under the Securities Act of 1933, as amended.


 


		1.22	OP Units



 


“OP Units”
means units of limited partnership interest of the Operating Partnership.


 


		1.23	Operating Partnership



 


“Operating Partnership”
means Bluerock Residential Holdings, L.P., a Delaware limited partnership and the Company’s operating partnership.


 


		1.24	Option



 


“Option”
means a stock option that entitles the holder to purchase from the Company a stated number of shares of Common Stock at the price set
forth in an Agreement.


 






    -5-


     


    

 


		1.25	Other Equity-Based Award



  


“Other Equity-Based
Award” means any award other than an Incentive Award, an Option, an SAR, a Performance Unit award or a Stock Award which, subject
to such terms and conditions as may be prescribed by the Committee, entitles a Participant to receive shares of Common Stock or rights
or units valued in whole or in part by reference to, or otherwise based on, shares of Common Stock (including securities convertible into
Common Stock) or other equity interests, including LTIP Units.


 


		1.26	Participant



 


“Participant”
means any entity that provides services to the Company or an Affiliate of the Company (including an entity that provides services to the
Company or an Affiliate of the Company by virtue of its providing services to the Operating Partnership, an Affiliate of the Operating
Partnership or the Manager), and that satisfies the requirements of Article IV and is selected by the Committee to receive an award
of Performance Units or a Stock Award, an Incentive Award, Option, SAR, Other Equity-Based Award or a combination thereof.


 


		1.27	Performance Award



 


“Performance Award”
means an Option, SAR, Stock Award, award of Performance Units, Incentive Award or Other Equity-Based Award (including an LTIP Unit)
that is not a Time-Based Award.


 


		1.28	Performance Units



 


“Performance Units”
means an award, in the amount determined by the Committee, stated with reference to a specified or determinable number of shares of Common
Stock, that in accordance with the terms of an Agreement entitles the holder to receive a payment for each specified unit equal to the
value of an equal number of shares of Common Stock on the date of payment.


 


		1.29	Plan



 


“Plan”
means this Bluerock Homes Trust, Inc. Equity Incentive Plan for Entities, as set forth herein and as may be amended from time to
time.


 


		1.30	REIT



 


“REIT”
means a real estate investment trust within the meaning of Sections 856 through 860 of the Code.


 


		1.31	SAR



 


“SAR” means
a stock appreciation right that in accordance with the terms of an Agreement entitles the holder to receive, with respect to each share
of Common Stock encompassed by the exercise of the SAR, the excess, if any, of the Fair Market Value at the time of exercise over the
Initial Value. References to “SARs” include both Corresponding SARs and SARs granted independently of Options, unless the
context requires otherwise.


 






    -6-


     


    

  


		1.32	Stock Award



 


“Stock Award”
means shares of Common Stock awarded to a Participant under Article VIII.


 


		1.33	Time-Based Award



 


“Time-Based Award”
means an Option, SAR, Stock Award, award of Performance Units, Incentive Award or Other Equity-Based Award (including an LTIP Unit)
that vests, is earned or becomes exercisable based solely on continued employment or service.


 


ARTICLE II

PURPOSES


 


This Plan is intended to assist
the Company and its Affiliates in securing and retaining the services of entities that provide services to the Company or an Affiliate
of the Company with ability and initiative by enabling such entities to participate in the future success of the Company and its Affiliates
and to associate their interests with those of the Company and its stockholders. This Plan is intended to permit the grant of Options,
SARs, Stock Awards, Performance Units, Incentive Awards and Other Equity-Based Awards in accordance with this Plan and any procedures
that may be established by the Committee.


 


ARTICLE III

ADMINISTRATION


 


This Plan shall be administered
by the Committee. The Committee shall have authority to grant SARs, Stock Awards, Performance Units, Incentive Awards, Options and
Other Equity-Based Awards upon such terms (not inconsistent with the provisions of this Plan), as the Committee may consider appropriate.
Such terms may include conditions (in addition to those contained in this Plan), on the exercisability of all or any part of an Option
or SAR or on the transferability or forfeitability of a Stock Award, an award of Performance Units, an Incentive Award or an Other Equity-Based
Award. Notwithstanding any such conditions, or any provision of the Plan, the Committee may, in its discretion, accelerate the time at
which any Option or SAR may be exercised, or the time at which a Stock Award or Other Equity-Based Award may become transferable or nonforfeitable
or the time at which an Other Equity-Based Award, an Incentive Award or an award of Performance Units may be settled in connection with
an involuntary termination of service. Options, SARs, Stock Awards, Performance Units, Incentive Awards and Other Equity-Based Awards
(including LTIP Units) for up to five percent of the aggregate number of shares of Common Stock authorized for issuance under the Plan
pursuant to Section 5.02 may be granted or awarded by the Committee without regard to the minimum vesting requirements of Sections
6.06, 7.04, 8.02, 9.02, 10.02 and 11.02. In addition, the Committee shall have complete authority to interpret all provisions of this
Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules and regulations pertaining to the administration
of this Plan (including rules and regulations that require or allow Participants to defer the payment of benefits under this Plan);
and to make all other determinations necessary or advisable for the administration of this Plan.


 






    -7-


     


    

 


The Committee’s determinations
under this Plan (including without limitation, determinations of the entities to receive awards under this Plan, the form, amount and
timing of such awards, the terms and provisions of such awards and the Agreements) need not be uniform and may be made by the Committee
selectively among entities who receive, or are eligible to receive, awards under this Plan, whether or not such entities are similarly
situated. The express grant in this Plan of any specific power to the Committee with respect to the administration or interpretation of
this Plan shall not be construed as limiting any power or authority of the Committee with respect to the administration or interpretation
of this Plan. Any decision made, or action taken, by the Committee in connection with the administration of this Plan shall be final and
conclusive. The members of the Committee shall not be liable for any act done in good faith with respect to this Plan or any Agreement,
Option, SAR, Incentive Award, Stock Award, Other Equity-Based Award or award of Performance Units. All expenses of administering
this Plan shall be borne by the Company.


 


ARTICLE IV

ELIGIBILITY


 


Any entity that provides significant
services to the Company or an Affiliate of the Company (including an entity that provides services to the Company or an Affiliate of the
Company by virtue of its providing services to the Operating Partnership, an Affiliate of the Operating Partnership or the Manager) is
eligible to participate in this Plan if the Committee, in its sole reasonable discretion, determines that the participation of such entity
is in the best interest of the Company.


 


ARTICLE V

COMMON SHARES SUBJECT TO PLAN


 


		5.01	Common Shares Issued



 


Upon the award of Common Stock
pursuant to a Stock Award, an Other Equity-Based Award or in settlement of an Incentive Award or an award of Performance Units, the Company
may deliver (and shall deliver if required under an Agreement) to the Participant shares of Common Stock from its authorized but unissued
Common Shares. Upon the exercise of any Option or SAR, the Company may deliver, to the Participant (or the Participant’s broker
if the Participant so directs), shares of Common Stock from its authorized but unissued Common Shares.


 


		5.02	Aggregate Limit



 


(a)     The
maximum aggregate number of shares of Common Stock that may be issued under this Plan (pursuant to Options and SARs, Stock Awards or
Other Equity-Based Awards and the settlement of Incentive Awards and Performance Units granted on or after the Effective Date) together
with the number of shares of Common Stock issued under the Individuals Plan (pursuant to Options and SARs, Stock Awards or Other Equity-Based
Awards and the settlement of Incentive Awards and Performance Units granted under the Individuals Plan on or after the Effective Date)
is equal to 1,200,000 shares, plus a number of shares of Common Stock equal to the number of LTIP Units granted under the Bluerock Residential Growth
REIT, Inc. Amended and Restated 2014 Equity Incentive Plan for Individuals and the Bluerock Residential Growth REIT, Inc. Amended and
Restated 2014 Equity Incentive Plan for Entities that are outstanding as of the Effective Date. Other Equity-Based Awards that are LTIP Units shall reduce the maximum aggregate number of Common Shares that may be issued
under this Plan and the Individuals Plan on a one-for-one basis, i.e., the grant of each LTIP Unit shall be treated as an award
of a share of applicable Common Stock.


 






    -8-


     


    

 


(b)            The
maximum number of shares of Common Stock that may be issued under this Plan and the Individuals Plan in accordance with Section 5.02(a) shall
be subject to adjustment as provided in Article XII.


 


		5.03	Reallocation of Shares



 


If, on or after the Effective
Date, any award or grant under this Plan or the Individuals Plan (including LTIP Units and awards or grants made before the Effective
Date) expires, is forfeited or is terminated without having been exercised or is paid in cash without a requirement for the delivery of
Common Stock, then any shares of Common Stock covered by such lapsed, cancelled, expired, unexercised or cash-settled portion of such
award or grant and any forfeited, lapsed, cancelled or expired LTIP Units shall be available for the grant of other Options, SARs, Stock
Awards, Other Equity-Based Awards and settlement of Incentive Awards and Performance Units under this Plan or the Individuals Plan. Any
shares of Common Stock tendered or withheld on or after the Effective Date to satisfy the grant or exercise price or tax withholding obligation
pursuant to any award under this Plan or the Individuals Plan shall not be available for future grants or awards. If shares of Common
Stock are issued in settlement of an SAR granted under this Plan or the Individuals Plan, the number of shares of Common Stock available
under this Plan and the Individuals Plan shall be reduced by the number of shares of Common Stock for which the SAR was exercised rather
than the number of shares of Common Stock issued in settlement of the SAR. To the extent permitted by applicable law or the rules of
any exchange on which the Common Stock is listed for trading, shares of Common Stock issued in assumption of, or in substitution for,
any outstanding awards of any entity acquired in any form of combination by the Company or any Affiliate of the Company shall not reduce
the number of shares of Common Stock available for issuance under this Plan and the Individuals Plan.


 


ARTICLE VI

OPTIONS


 


		6.01	Award



 


In accordance with the provisions
of Articles III and IV, the Committee will designate each entity to whom an Option is to be granted and will specify the number of shares
of Common Stock covered by such awards and the terms and conditions of such awards.


 


		6.02	Option Price



 


The price per share of Common
Stock purchased on the exercise of an Option shall be determined by the Committee on the date of grant, but shall not be less than the
Fair Market Value on the date the Option is granted. Except as provided in Article XII, without the approval of stockholders (a) the
price per share of Common Stock of an outstanding Option may not be reduced (by amendment, cancellation and new grant or otherwise) and
(b) no payment shall be made in cancellation of an Option if, on the date of such amendment, cancellation, replacement grant or payment
the Option Price exceeds Fair Market Value.


 






    -9-


     


    

 


		6.03	Maximum Option Period



 


The maximum period in which
an Option may be exercised shall be determined by the Committee on the date of grant except that no Option shall be exercisable after
the expiration of ten years from the date such Option was granted. The terms of any Option may provide that it is exercisable for a period
less than such maximum period.


 


		6.04	Transferability



 


An Option granted under this
Plan may be transferred only in accordance with this Section 6.04. To the extent permitted by the Agreement relating to an Option,
an Option granted under this Plan may be transferred by a Participant but only to an Affiliate of the Participant or an individual who
is employed by or provides services to the Participant or an Affiliate of the Participant. The holder of an Option transferred pursuant
to this Section 6.04 shall be bound by the same terms and conditions that governed the Option during the period it was held by the
Participant. If an Option is transferred (by the Participant or the Participant’s transferee), such Option and any Corresponding
SAR must be transferred to the same person or persons or entity or entities.


 


		6.05	Service Provider Status



 


In the event that the terms
of any Option provide that it may be exercised only during continued service or within a specified period of time after termination of
continued service, the Committee may decide to what extent temporary interruptions of continuous service shall affect the Option.


 


		6.06	Exercise



 


Subject to the provisions
of this Plan and the applicable Agreement, an Option may be exercised in whole at any time or in part from time to time at such times
and in compliance with such requirements as the Committee shall determine; provided, however, that (subject to the
provisions of Article III) no Option may become exercisable before the first anniversary of its grant or as provided in Section 15.01.
An Option granted under this Plan may be exercised with respect to any number of whole shares of Common Stock less than the full number
for which the Option could be exercised. A partial exercise of an Option shall not affect the right to exercise the Option from time to
time in accordance with this Plan and the applicable Agreement with respect to the remaining shares of Common Stock subject to the Option.
The exercise of an Option shall result in the termination of any Corresponding SAR to the extent of the number of shares of Common Stock
with respect to which the Option is exercised.


 


		6.07	Payment



 


Subject to rules established
by the Committee and unless otherwise provided in an Agreement, payment of all or part of the Option price may be made in cash, certified
check, by tendering shares of Common Stock, by attestation of ownership of shares of Common Stock, by a broker-assisted cashless exercise
or in such other form or manner acceptable to the Committee. If shares of Common Stock are used to pay all or part of the Option price,
the sum of the cash and cash equivalent and the Fair Market Value (determined on the date of exercise) of the Common Stock so surrendered
or other consideration paid must not be less than the Option price of the shares for which the Option is being exercised.


 






    -10-


     


    

  


		6.08	Stockholder Rights



 


No Participant shall have
any rights as a stockholder with respect to shares of Common Stock subject to an Option until the date of exercise of such Option.


 


		6.09	Disposition of Shares



 


A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock acquired pursuant to the portion of an Option before the earlier of
(i) the first anniversary of the exercise of such portion of the Option or (ii) the date the Participant is no longer providing
services to the Company, an Affiliate of the Company, or the Operating Partnership.


 


ARTICLE VII

SARS


 


		7.01	Award



 


In accordance with the provisions
of Articles III and IV, the Committee will designate each entity to whom SARs are to be granted and will specify the number of shares
of Common Stock covered by such awards and the terms and conditions of such awards.


 


		7.02	Maximum SAR Period



 


The term of each SAR shall
be determined by the Committee on the date of grant, except that no SAR shall have a term of more than ten years from the date of grant.
The terms of any SAR may provide that it has a term that is less than such maximum period.


 


		7.03	Transferability



 


An SAR granted under this
Plan may be transferred only in accordance with this Section 7.03. To the extent permitted by the Agreement relating to an SAR, an
SAR granted under this Plan may be transferred by a Participant but only to an Affiliate of the Participant or an individual who is employed
by or provides services to the Participant or an Affiliate of the Participant. The holder of an SAR transferred pursuant to this Section 7.03
shall be bound by the same terms and conditions that governed the SAR during the period it was held by the Participant. If a Corresponding
SAR is transferred (by the Participant or the Participant’s transferee), such Corresponding SAR and the related Option must be transferred
to the same person or persons or entity or entities.


 


		7.04	Exercise



 


Subject to the provisions
of this Plan and the applicable Agreement, an SAR may be exercised in whole at any time or in part from time to time at such times and
in compliance with such requirements as the Committee shall determine; provided, however, that (subject to the provisions
of Article III) no SAR may become exercisable before the first anniversary of its grant or as provided in Section 15.01. An
SAR granted under this Plan may be exercised with respect to any number of whole shares less than the full number for which the SAR could
be exercised. A partial exercise of an SAR shall not affect the right to exercise the SAR from time to time in accordance with this Plan
and the applicable Agreement with respect to the remaining shares of Common Stock subject to the SAR. The exercise of a Corresponding
SAR shall result in the termination of the related Option to the extent of the number of shares of Common Stock with respect to which
the SAR is exercised.


 






    -11-


     


    

  


		7.05	Service Provider Status



 


If the terms of any SAR provide
that it may be exercised only during continued service or within a specified period of time after termination of continued service, the
Committee may decide to what extent temporary interruptions of continuous service shall affect the SAR.


 


		7.06	Settlement



 


At the Committee’s discretion,
the amount payable as a result of the exercise of an SAR may be settled in cash, shares of Common Stock, or a combination of cash and
Common Stock. No fractional share of Common Stock will be deliverable upon the exercise of an SAR but a cash payment will be made in lieu
thereof.


 


		7.07	Stockholder Rights



 


No Participant shall, as a
result of receiving an SAR, have any rights as a stockholder of the Company or any Affiliate of the Company until the date that the SAR
is exercised and then only to the extent that the SAR is settled by the issuance of Common Stock.


 


		7.08	Disposition of Shares



 


A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock acquired pursuant to the portion of an SAR before the earlier of (i) the
first anniversary of the exercise of such portion of the SAR or (ii) the date the Participant is no longer providing services to
the Company, an Affiliate of the Company, or the Operating Partnership.


 


ARTICLE VIII

STOCK AWARDS


 


		8.01	Award



 


In accordance with the provisions
of Articles III and IV, the Committee will designate each entity to whom a Stock Award is to be made and will specify the number of shares
of Common Stock covered by such awards and the terms and conditions of such awards.


 


		8.02	Vesting



 


The Committee, on the date
of the award, shall prescribe that a Participant’s rights in a Stock Award shall be forfeitable or otherwise restricted for a period
of time or subject to such conditions as may be set forth in the Agreement. Subject to the provisions of Article III, the period
in which the shares of Common Stock covered by a Stock Award are forfeitable or otherwise restricted shall not end before the first anniversary
of the grant of the Stock Award or as provided in Section 15.01. By way of example and not of limitation, the Committee may prescribe
that a Participant’s rights in a Stock Award shall be forfeitable or otherwise restricted subject to the attainment of objectives
stated with reference to the business of the Company or an Affiliate of the Company or a business unit’s attainment of objectives
stated with respect to performance criteria established by the Committee.


 






    -12-


     


    

 


		8.03	Service Provider Status



 


In the event that the terms
of any Stock Award provide that shares may become transferable and nonforfeitable thereunder only after completion of a specified period
of employment or continuous service, the Committee may decide in each case to what extent temporary interruptions of continuous service
shall affect the Stock Award.


 


		8.04	Stockholder Rights



 


Unless otherwise specified
in accordance with the applicable Agreement, while the shares of Common Stock granted pursuant to the Stock Award may be forfeited or
are nontransferable, a Participant will have all rights of a stockholder with respect to a Stock Award, including the right to receive
dividends and vote the shares of Common Stock; provided, however, that (i) dividends payable on shares of Common
Stock subject to a Stock Award that does not become nonforfeitable solely on the basis of continued service shall be accumulated and paid,
without interest, when and to the extent that the underlying Stock Award becomes nonforfeitable; (ii) a Participant may not
sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares of Common Stock granted pursuant to a Stock Award; and (iii) shares
of Common Stock granted pursuant to a Stock Award shall be evidenced in such manner as the Committee may deem appropriate, including book-entry
registration or issuance of one or more stock certificates and if any certificate is issued in respect of shares of Common Stock granted
pursuant to a Stock Award, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Stock Award substantially in the following form:


 


The transferability of this certificate
and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Bluerock Homes Trust, Inc.
Equity Incentive Plan for Individuals and an award agreement. Copies of such plan and award agreement are on file at the offices of Bluerock
Homes Trust, Inc.


 


		8.05	Disposition of Shares



 


A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock acquired under the portion of a Stock Award before the earlier of
(i) the first anniversary of the date that such portion became nonforfeitable and (ii) the date the Participant is no longer
providing services to the Company, an Affiliate of the Company, or the Operating Partnership.


 






    -13-


     


    

 


ARTICLE IX

PERFORMANCE UNIT AWARDS


 


		9.01	Award



 


In accordance with the provisions
of Articles III and IV, the Committee will designate each entity to whom an award of Performance Units is to be made and will specify
the number of shares of Common Stock covered by such awards and the terms and conditions of such awards. The Committee also will specify
whether Dividend Equivalent Rights are granted in conjunction with the Performance Units.


 


		9.02	Earning the Award



 


The Committee, on the date
of the grant of an award, shall prescribe that the Performance Units will be earned, and the Participant will be entitled to receive payment
pursuant to the award of Performance Units, only upon the satisfaction of performance objectives or such other criteria as may be prescribed
by the Committee. Subject to the provisions of Article III, the period in which Performance Units will be earned shall not end before
the first anniversary of the grant of the Performance Units or as provided in Section 15.01.


 


		9.03	Payment



 


In the discretion of the Committee,
the amount payable when an award of Performance Units is earned may be settled in cash, by the issuance of shares of Common Stock, by
the grant of an Other Equity-Based Award (including LTIP Units), by the delivery of other securities or property or a combination thereof.
A fractional share of Common Stock shall not be deliverable when an award of Performance Units is earned, but a cash payment will be made
in lieu thereof. The amount payable when an award of Performance Units is earned shall be paid in a lump sum.


 


		9.04	Stockholder Rights



 


A Participant, as a result
of receiving an award of Performance Units, shall not have any rights as a stockholder until, and then only to the extent that, the award
of Performance Units is earned and settled in shares of Common Stock. After an award of Performance Units is earned and settled in Common
Stock, a Participant will have all the rights of a stockholder of the Company.


 


		9.05	Transferability



 


Any rights or restrictions
with respect to the ability of the holder of any Performance Unit granted under this Plan to transfer such Performance Unit shall be set
forth in the Agreement relating to such grant.


 


		9.06	Service Provider Status



 


In the event that the terms
of any Performance Unit award provide that no payment will be made unless the Participant completes a stated period of continued service,
the Committee may decide to what extent temporary interruptions of continuous service shall effect the Performance Unit award.


 






    -14-


     


    

  


		9.07	Disposition of Shares



 


A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock issued in settlement of Performance Units before the earlier of (i) the
first anniversary of the date the shares were issued to the Participant or (ii) the date the Participant is no longer providing services
to the Company, an Affiliate of the Company, or the Operating Partnership.


 


ARTICLE X

OTHER EQUITY-BASED AWARDS


 


		10.01	Award



 


In accordance with the provisions
of Articles III and IV, the Committee will designate each entity to whom an Other Equity-Based Award is to be made and will specify the
number of shares of Common Stock or other equity interests (including LTIP Units) covered by such awards and the terms and conditions
of such awards; provided, however, that the grant of LTIP Units must satisfy the requirements of the partnership agreement
of the Operating Partnership as in effect on the date of grant. The Committee also will specify whether Dividend Equivalent Rights are
granted in conjunction with the Other Equity-Based Award.


 


		10.02	Terms and Conditions



 


The Committee, at the time
an Other Equity-Based Award is made, shall specify the terms and conditions which govern the award. The terms and conditions of an Other
Equity-Based Award may prescribe that a Participant’s rights in the Other Equity-Based Award shall be forfeitable, nontransferable
or otherwise restricted for a period of time or subject to such other conditions as may be determined by the Committee, in its discretion
and set forth in the Agreement. Subject to the Provisions of Article III, the period in which such award shall be forfeitable, nontransferable
or otherwise restricted shall not end before the first anniversary of the grant of the Other Equity-Based Award or as provided in Section 15.01.
Other Equity-Based Awards may be granted to Participants, either alone or in addition to other awards granted under this Plan, and Other
Equity-Based Awards may be granted in the settlement of other Awards granted under this Plan.


 


		10.03	Payment or Settlement



 


Other Equity-Based Awards
valued in whole or in part by reference to, or otherwise based on, Common Stock, shall be payable or settled in shares of Common Stock,
cash or a combination of Common Stock and cash, as determined by the Committee in its discretion; provided, however,
that any shares of Common Stock that are issued on account of the conversion of LTIP Units into shares of Common Stock shall not be issued
under this Plan, i.e., the conversion shall not reduce the number of shares of Common Stock available for issuance under the Plan
or the Entities Plan. Other Equity-Based Awards denominated as equity interests other than shares of Common Stock may be paid or settled
in shares or units of such equity interests or cash or a combination of both as determined by the Committee in its discretion.


 






    -15-


     


    

 


		10.04	Service Provider Status



 


If the terms of any Other
Equity-Based Award provides that it may be earned or exercised only during continued service or within a specified period of time after
termination of continued service, the Committee may decide to what extent temporary interruptions of continuous service shall affect the
Other Equity-Based Award.


 


		10.05	Transferability



 


Any rights or restrictions
with respect to the ability of the holder of an Other Equity-Based Award (including LTIP Units) granted under the Plan to transfer such
Other Equity-Based Award (including LTIP Units) shall be set forth in the Agreement relating to such grant.


 


		10.06	Stockholder Rights



 


A Participant, as a result
of receiving an Other Equity-Based Award, shall not have any rights as a stockholder until, and then only to the extent that, the Other
Equity-Based Award is earned and settled in shares of Common Stock.


 


		10.07	Disposition of Shares



 


A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock or other equity interests (including LTIP units) covered by an Other
Equity-Based Award before the earlier of (i) the first anniversary of the date that such shares or interests become nonforfeitable
and (ii) the date the Participant is no longer providing services to the Company, an Affiliate of the Company, or the Operating Partnership.


 


ARTICLE XI

INCENTIVE AWARDS


 


		11.01	Award



 


In accordance with the provisions
of Articles III and IV, the Committee will designate each entity to whom an Incentive Award is to be made and will specify the terms and
conditions of such award. The Committee also will specify whether Dividend Equivalent Rights are granted in conjunction with the Incentive
Award.


 


		11.02	Terms and Conditions



 


The Committee, at the time
an Incentive Award is made, shall specify the terms and conditions that govern the award. Such terms and conditions may prescribe that
the Incentive Award shall be earned only to the extent that the Participant, the Company or an Affiliate of the Company, during a performance
period of at least one year, achieves objectives stated with reference to one or more performance measures or criteria prescribed by the
Committee. A goal or objective may be expressed on an absolute basis or relative to the performance of one or more similarly situated
companies or a published index. When establishing goals and objectives, the Committee may exclude any or all special, unusual, and/or
extraordinary items as determined under U.S. generally accepted accounting principles including, without limitation, the charges or costs
associated with restructurings of the Company, discontinued operations, other unusual or non-recurring items, and the cumulative effects
of accounting changes. The Committee may also adjust the performance goals for any Incentive Award as it deems equitable in recognition
of unusual or non-recurring events affecting the Company, changes in applicable tax laws or accounting principles, or such other factors
as the Committee may determine. Such terms and conditions also may include other limitations on the payment of Incentive Awards including,
by way of example and not of limitation, requirements that the Participant complete a specified period of service with the Company or
an Affiliate of the Company or that the Company, an Affiliate of the Company, or the Participant attain stated objectives or goals (in
addition to those prescribed in accordance with the preceding sentence) as a prerequisite to payment under an Incentive Award.


 






    -16-


     


    

  


		11.03	Transferability



 


Any rights or restrictions
with respect to the ability of the holder of an Incentive Award granted under the Plan to transfer such Incentive Award shall be set forth
in the Agreement relating to such grant.


 


		11.04	Service Provider Status



 


If the terms of an Incentive
Award provide that a payment will be made thereunder only if the Participant completes a stated period of continued service, the Committee
may decide to what extent temporary interruptions of continuous service shall affect the Incentive Award.


 


		11.05	Settlement



 


An Incentive Award that is
earned shall be settled with a single lump sum payment which may be in cash, shares of Common Stock, an Other Equity-Based Award (including
LTIP Units) or a combination thereof, as determined by the Committee.


 


		11.06	Stockholder Rights



 


No Participant shall, as a
result of receiving an Incentive Award, have any rights as a stockholder of the Company or an Affiliate of the Company until the date
that the Incentive Award is settled and then only to the extent that the Incentive Award is settled by the issuance of shares of Common
Stock.


 


		11.07	Disposition of Shares



 


A Participant may not sell
or dispose of more than fifty percent of the shares of Common Stock issued in settlement of an Incentive Award until the earlier of (i) the
first anniversary of the date the shares were issued to the Participant or (ii) the date the Participant is no longer providing services
to the Company, an Affiliate of the Company, or the Operating Partnership.


  


ARTICLE XII

ADJUSTMENT UPON CHANGE IN COMMON SHARES


 


The maximum number of shares
of Common Stock as to which Options, SARs, Performance Units, Incentive Awards, Stock Awards and Other Equity-Based Awards may be
granted under this Plan and the Entities Plan, and the terms of outstanding Stock Awards, Options, SARs, Incentive Awards, Performance
Units and Other Equity-Based Awards granted under this Plan and the Entities Plan, shall be adjusted as the Board determines is equitably
required in the event that (i) the Company (a) effects one or more nonreciprocal transactions between the Company and its shareholders
such as a share dividend, extra-ordinary cash dividend, share split-up, subdivision or consolidation of Common Stock that affects the
number or kind of shares of Common Stock (or other securities of the Company) or the Fair Market Value (or the value of other Company
securities) and causes a change in the Fair Market Value of the shares of Common Stock subject to outstanding awards or (b) engages
in a transaction to which Section 424 of the Code applies or (ii) there occurs any other event which, in the judgment of the
Board necessitates such action. Any determination made under this Article XII by the Board shall be nondiscretionary, final and conclusive.


 






    -17-


     


    

  


The issuance by the Company
of any class of Common Stock, or securities convertible into any class of Common Stock, for cash or property, or for labor or services,
either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of Common Stock or obligations
of the Company convertible into such Common Stock or other securities, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the maximum number of shares of Common Stock as to which Options, SARs, Performance Units, Incentive Awards,
Stock Awards and Other Equity-Based Awards may be granted under this Plan and the Entities Plan, or the terms of outstanding Stock Awards, Incentive
Awards, Options, SARs, Performance Units or Other Equity-Based Awards under this Plan and the Entities Plan.


 


The Committee may make Stock
Awards and may grant Options, SARs, Performance Units, Incentive Awards or Other Equity-Based Awards under this Plan and under the
Entities Plan in substitution for performance shares, phantom shares, share awards, stock options, share appreciation rights, or similar
awards held by an individual who becomes an employee of the Company or an Affiliate of the Company in connection with a transaction described
in the first paragraph of this Article XII. Notwithstanding any provision of this Plan and the Entities Plan, the terms of such substituted
Stock Awards, SARs, Other Equity-Based Awards, Options or Performance Units granted under this Plan or the Entities Plan shall be as the
Committee, in its discretion, determines is appropriate.


 


ARTICLE XIII

COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES


 


No Option or SAR shall be
exercisable, no Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made
under this Plan except in compliance with all applicable federal, state and foreign laws and regulations (including, without limitation,
withholding tax requirements), any listing agreement to which the Company is a party, and the rules of all stock exchanges on which
the Common Stock may be listed. The Company shall have the right to rely on an opinion of its counsel as to such compliance. Any certificate
issued to represent Common Stock when a Stock Award is granted, a Performance Unit, Incentive Award or Other Equity-Based Award is
settled or for which an Option or SAR is exercised may bear such legends and statements as the Committee may deem advisable to assure
compliance with federal, state and foreign laws and regulations. No Option or SAR shall be exercisable, no Stock Award or Performance
Unit shall be granted, no Common Stock shall be issued, no certificate for Common Stock shall be delivered, and no payment shall be made
under this Plan until the Company has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having
jurisdiction over such matters.


 






    -18-


     


    

 


ARTICLE XIV

GENERAL PROVISIONS


 


		14.01	Effect on Service



 


Neither the adoption of this
Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof), shall confer upon any entity any right
to continue in the service of the Company or an Affiliate of the Company or in any way affect any right and power of the Company or an
Affiliate of the Company to terminate the service of any entity at any time with or without assigning a reason therefor.


 


		14.02	Unfunded Plan



 


This Plan, insofar as it provides
for grants, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be represented by grants
under this Plan. Any liability of the Company to any person with respect to any grant under this Plan shall be based solely upon any contractual
obligations that may be created pursuant to this Plan. No such obligation of the Company shall be deemed to be secured by any pledge of,
or other encumbrance on, any property of the Company.


 


		14.03	Rules of Construction



 


Headings are given to the
articles and sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other
provision of law shall be construed to refer to any amendment to or successor of such provision of law.


 


All awards made under this
Plan are intended to comply with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after
giving effect to the exemptions in Treasury Regulation sections 1.409A-1(b)(3) through (b)(12). This Plan and all Agreements shall
be administered, interpreted and construed in a manner consistent with Section 409A. Nevertheless, the tax treatment of the benefits
provided under this Plan or any Agreement is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors
or trustees, officers, employees or advisors shall be held liable for any taxes, interest, penalties or other monetary amounts owed by
any Participant or any other taxpayer as a result of the Plan or any Agreement. If any provision of this Plan or any Agreement is found
not to comply with, or otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the
sole discretion of the Committee and without requiring the Participant’s consent, in such manner as the Committee determines to
be necessary or appropriate to comply with, or effectuate an exemption from, Section 409A. Each payment under an award granted under
this Plan shall be treated as a separate identified payment for purposes of Section 409A.


 


If a payment obligation under
an award or an Agreement arises on account of the Participant’s termination of service and such payment obligation constitutes “deferred
compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation
sections 1.409A-1(b)(3) through (b)(12)), it shall be payable only after the Participant’s “separation from service”
(as defined under Treasury Regulation section 1.409A-1(h)).


 






    -19-


     


    

 





		14.04	Withholding Taxes



 


Each Participant shall be
responsible for satisfying any income, employment and other tax withholding obligations attributable to participation in this Plan. Unless
otherwise provided by the Agreement, any such withholding tax obligations may be satisfied in cash (including from any cash payable in
settlement of an award of Performance Units, SARs or Other Equity-Based Award) or a cash equivalent acceptable to the Committee. Except
to the extent prohibited by Treasury Regulation Section 1.409A-3(j), any minimum statutory federal, state, district, city or foreign
withholding tax obligations also may be satisfied (a) by surrendering to the Company shares of Common Stock previously acquired by
the Participant; (b) by authorizing the Company to withhold or reduce the number of shares of Common Stock otherwise issuable
to the Participant upon the exercise of an Option or SAR, the settlement of a Performance Unit award, Incentive Award or an Other
Equity-Based Award (if applicable) or the grant or vesting of a Stock Award; or (c) by any other method as may be approved by
the Committee. If shares of Common Stock are used to pay all or part of such withholding tax obligation, the Fair Market Value of the
Common Stock surrendered, withheld or reduced shall be determined as of the date of surrender, withholding or reduction and the number
of shares of Common Stock which may be withheld, surrendered or reduced shall be limited to the number of shares of Common Stock which
have a Fair Market Value on the date of withholding, surrender or reduction equal to the aggregate amount of such liabilities based on
the minimum statutory withholding rates for tax purposes that are applicable to such supplemental taxable income.


 


		14.05	REIT Status



 


This Plan shall be interpreted
and construed in a manner consistent with the Company’s status as a REIT. No award shall be granted or awarded, and with respect
to any award granted under this Plan, such award shall not vest, be exercisable or be settled (i) to the extent that the grant, vesting,
exercise or settlement could cause the Participant or any other person to be in violation of the share ownership limit or any other limitation
on ownership or transfer prescribed by the Company’s charter, or (ii) if, in the discretion of the Committee, the grant, vesting,
exercise or settlement of the award could impair the Company’s status as a REIT.


 


		14.06	Elections Under Section 83(b)



 


No Participant may make an
election under Section 83(b) of the Code with respect to the grant of any award, the vesting of any award, the settlement of
any award or the issuance of Common Stock under the Plan without the consent of the Company, which the Company may grant or withhold in
its sole discretion.


 


		14.07	Return of Awards; Repayment



 


Each Option, SAR, Stock Award,
Performance Unit Award, Incentive Award and Other Equity-Based Award (including an LTIP Unit) granted under the Plan is subject to
the condition that the Company may require that such award be returned, and that any payment made with respect to such award must be repaid,
if (a) such action is required under the terms of any Company recoupment or “clawback” policy as in effect on the date
that the award was granted or (b) such award or payment made with respect to an award is, or in the future becomes, subject to any
law, rule, requirement or regulation which imposes mandatory recoupment or forfeiture, under circumstances set forth in such law, rule,
requirement or regulation; provided, however, that such clawback shall not be duplicative of any clawback required
under clause (a).


 






    -20-


     


    

 


ARTICLE XV

CHANGE IN CONTROL


 


		15.01	Time-Based Awards or Performance Awards Not Assumed



 


Each award (including a Time-Based
Award or a Performance Award) that is outstanding on a Control Change Date and that is not assumed or replaced with a substitute award
in accordance with Section 15.02 shall be fully vested, earned or exercisable as of the Control Change Date, provided that the performance
objectives in respect of a Performance Award shall be deemed to be achieved at (unless otherwise agreed in connection with the Change
in Control) the greater of (a) the applicable target level and (b) the level of achievement of the performance objectives for
the award as determined by the Committee taking into account performance through the latest date preceding the Control Change Date (but
not later than the end of the applicable performance period).


 


The Committee, in its discretion
and without the need of the consent of a Participant (or a Participant’s transferee of an award), may provide that a Time-Based
Award or a Performance Award that becomes vested, earned or exercisable under this Section 15.01 may be cancelled in exchange for
a payment. The payment may be in cash, Common Stock or other securities or consideration received by stockholders in the Change in Control
transaction. With respect to each Time-Based Award or Performance Award that becomes vested, earned or exercisable under this Section 15.01,
the payment shall be an amount that is substantially equal to (i) the amount by which the price per share received by stockholders
in the Change in Control for each share of Common Stock exceeds the option price or Initial Value in the case of an Option and SAR or
(ii) for each vested share of Common Stock subject to a Stock Award, Performance Unit or Other Equity-Based Award, the price per
share received by stockholders for Common Stock and (iii) the value of the other securities or property in which the Performance
Unit or Other Equity-Based Award is denominated and vested. Notwithstanding any contrary provision of this Section 15.01, if the
option price or Initial Value exceeds the price per share of Common Stock received by stockholders in the Change in Control transaction,
the Option or SAR may be cancelled without any payment to the Participant.


 


		15.02	Assumption of Time-Based Awards and Performance Awards



 


The Committee, in its discretion
and without the need of a Participant’s consent, may provide that a performance Award that is outstanding on the Control Change
Date shall be assumed by, or a substitute award granted by, the Successor Entity (or if applicable, the Parent Company) in the Change
in Control. Such assumed or substituted award shall be of the same type of award as the original Performance Award being assumed or replaced.
The assumed or substituted award shall have a value, as of the Control Change Date, that is substantially equal to the value of the original
Performance Award (or the difference between the Fair Market Value and the option price or Initial Value in the case of Options and SARs)
as the Committee determines is equitably required. The assumed or substituted award shall have the same vesting terms and conditions as
the original Performance Award being assumed or replaced; provided, however, that the performance objectives and measures
of the original Performance Award being assumed or replaced shall be adjusted as the Committee determines is equitably required.


 






    -21-


     


    

 


The Committee, in its discretion
and without the need of the consent of a Participant (or the Participant’s transferee of an award), may provide that a Time-Based
Award that is outstanding on the Control Change Date shall be assumed by, or a substitute award granted by, the Successor Entity (or,
if applicable, the Parent Company) in the Change in Control. Such assumed or substituted award shall be of the same type of award as the
original Time-Based Award being assumed or replaced. The assumed or substituted award shall have a value, as of the Control Change Date,
that is substantially equal to the value of the original Time-Based Award (or the difference between the Fair Market Value and the option
price or Initial Value in the case of Options and SARs) as the Committee determines is equitably required. The assumed or substituted
award shall have the same vesting terms and conditions as the original Time-Based Award being assumed or replaced.


 


		15.03	Limitation of Benefits



 


The benefits that a Participant
may be entitled to receive under this Plan and other benefits that a Participant is entitled to receive under other plans, agreements
and arrangements (which, together with the benefits provided under this Plan, are referred to as “Payments”), may constitute
Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Section 15.03, the Parachute Payments will
be reduced pursuant to this Section 15.03 if, and only to the extent that, a reduction will allow a Participant to receive a greater
Net After Tax Amount than a Participant would receive absent a reduction.


 


The Accounting Firm will first
determine the amount of any Parachute Payments that are payable to a Participant. The Accounting Firm also will determine the Net After
Tax Amount attributable to the Participant’s total Parachute Payments.


 


The Accounting Firm will next
determine the largest amount of Payments that may be made to the Participant without subjecting the Participant to tax under Code Section 4999
(the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped
Payments.


 


The Participant will receive
the total Parachute Payments or the Capped Payments, whichever provides the Participant with the higher Net After Tax Amount. If the Participant
will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this
Plan or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction
to be directed by the Participant) and then by reducing the amount of any benefits under this Plan or any other plan, agreement or arrangement
that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) in a manner that
results in the best economic benefit to the Participant (or, to the extent economically equivalent, in a pro rata manner). The Accounting
Firm will notify the Participant and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and
will send the Participant and the Company a copy of its detailed calculations supporting that determination.


 






    -22-


     


    

 


As a result of the uncertainty
in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Article XV,
it is possible that amounts will have been paid or distributed to the Participant that should not have been paid or distributed under
this Section 15.03 (“Overpayments”), or that additional amounts should be paid or distributed to the Participant under
this Section 15.03 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency
by the Internal Revenue Service against the Company or the Participant, which assertion the Accounting Firm believes has a high probability
of success or controlling precedent or substantial authority, that an Overpayment has been made, the Participant must repay the Overpayment
to the Company, without interest; provided, however, that no amount will be payable by the Participant to the Company
unless, and then only to the extent that, the repayment would either reduce the amount on which the Participant is subject to tax under
Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon
controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Participant and
the Company of that determination and the amount of that Underpayment will be paid, without interest, to the Participant promptly by the
Company.


 


For purposes of this Section 15.03,
the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately before the Control Change
Date. For purposes of this Article XV, the term “Net After Tax Amount” means the amount of any Parachute Payments or
Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101(b) and 4999 and any State or local income taxes
applicable to the Participant on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined
effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable,
in effect on the date of payment. For purposes of this Section 15.03, the term “Parachute Payment” means a payment that
is described in Code Section 280G(b)(2), determined in accordance with Code Section 280G and the regulations promulgated or
proposed thereunder.


 


Notwithstanding any other
provision of this Section 15.03, this Section 15.03 shall not limit or otherwise supersede the provisions of any other agreement
or plan which provides that a Participant cannot receive Payments in excess of the Capped Payments.


 


ARTICLE XVI

AMENDMENT


 


The Board may amend or terminate
this Plan at any time; provided, however, that no amendment may adversely impair the rights of Participants with respect
to outstanding awards. In addition, an amendment will be contingent on approval of the Company’s stockholders if (a) such approval
is required by law or the rules of any exchange on which the Common Stock is listed, (b) the amendment would materially increase
the benefits accruing to Participants under this Plan, materially increase the aggregate number of shares of Common Stock that may be
issued under this Plan and the Entities Plan (except as provided in Article XII) or materially modify the requirements as to eligibility
for participation in this Plan or (c) other than in connection with an involuntary termination of service, the amendment would accelerate
the time at which any Option or SAR may be exercised, the time at which a Stock Award or Other Equity-Based Award may become transferable
or nonforfeitable or the time at which an Other Equity-Based Award, an Incentive Award or an award of Performance Units may be settled
or if the amendment would extend the term of this Plan. For the avoidance of doubt, without the approval of stockholders, the Board may
not (except pursuant to Article XII) (a) reduce the option price per share of an outstanding Option or the Initial Value of
an outstanding SAR, (b) cancel an outstanding Option or outstanding SAR when the option price or Initial Value, as applicable exceeds
the Fair Market Value or (c) take any other action with respect to an outstanding Option or an outstanding SAR that may be treated
as a repricing of the award under the rules and regulations of the principal exchange on which the Common Stock is listed for trading.


 






    -23-


     


    

  


ARTICLE XVII

DURATION OF PLAN


 


No Stock Award, Performance
Unit Award, Incentive Award, Option, SAR or Other Equity-Based Award may be granted under this Plan ten years after the Effective
Date. Stock Awards, Performance Unit awards, Options, SARs and Other Equity-Based Awards granted before such date shall remain valid in
accordance with their terms.


 


ARTICLE XVIII

EFFECTIVENESS OF PLAN


 


Options,
SARs, Stock Awards, Performance Unit Awards, Incentive Awards and Other Equity-Based Awards (including LTIP Units) may be granted
under this Plan on and after October 6, 2022 (the “Effective Date”).


 






    -24-