Exhibit 10.14


 


INDEMNIFICATION AGREEMENT


 


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


 


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


 


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


 


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


 


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


 


Section 1.            Definitions.
For purposes of this Agreement:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 10.          Procedure
for Determination of Entitlement to Indemnification.


 


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


 


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


 


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


 


Section 11.          Presumptions
and Effect of Certain Proceedings.


 


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


 


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


 


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


 


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Section 12.           Remedies
of Indemnitee.


 


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


 


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


 


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


 


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


 


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


 


Section 13.          Defense
of the Underlying Proceeding.


 


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


 


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


 


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


  


Section 14.          Section 409A
Compliance.


 


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


 


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


 


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


 


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


 


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


 


Section 16.          Insurance.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 21.          Duration
of Agreement; Binding Effect.


 


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


 


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


  


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


(b)            If
to the Company, to:


 


1345 Avenue of the Americas, 32nd Floor


New York, New York 10105


Attn: R. Ramin Kamfar


 


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


 


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


 


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


 


[SIGNATURE PAGE FOLLOWS]


 


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


 





		REIT:
	 	 
	 	BLUEROCK HOMES TRUST, INC.,
	 	a Maryland corporation
	 	 
	 	By:	/s/
                                             Jordan Ruddy
	 	Name:	Jordan
                                            Ruddy
	 	Title:	President


 


		OPERATING PARTNERSHIP:
	 	 
	 	BLUEROCK RESIDENTIAL HOLDINGS, L.P.,
	 	a Delaware limited partnership
	 	 
	 	By:	Bluerock Homes Trust, Inc.,
	 	 	a Maryland corporation
	 	Its:	General Partner
	 	 	 	 
	 	 	By:	/s/
                                             Jordan Ruddy
	 	 	Name:	Jordan
                                            Ruddy
	 	 	Title:	President


  


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


  


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




 


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EXHIBIT A


 


FORM OF AFFIRMATION AND UNDERTAKING TO REPAY
EXPENSES ADVANCED


 


The Board of Directors of Bluerock Homes Trust, Inc.


 


Re: Affirmation and Undertaking to Repay Expenses Advanced


 


Ladies and Gentlemen:


 


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


 


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


 


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


 


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


 


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


 


		 	 





 


Indemnification Agreement
 – [NAME]

BHM


 






    Exhibit A