Exhibit 10.5


 


 


AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT


 


OF


 


BR HAWTHORNE SPRINGHOUSE JV, LLC


 


A DELAWARE LIMITED LIABILITY COMPANY 


 


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Section 1.	Definitions	2
	 	 	 
	Section 2.	Organization of the Company	6
	 	 	 
	2.1	Name	6
	 	 	 
	2.2	Place of Registered Office; Registered Agent	7
	 	 	 
	2.3	Principal Office	7
	 	 	 
	2.4	Filings	7
	 	 	 
	2.5	Term	7
	 	 	 
	2.6	Expenses of the Company	7
	 	 	 
	Section 3.	Purpose	7
	 	 	 
	Section 4	Reserved	7
	 	 	 
	Section 5.	Capital Contributions, Loans, Percentage Interests and Capital Accounts	7
	 	 	 
	5.1	Capital Contributions	7
	 	 	 
	5.2	Additional Capital Contributions	8
	 	 	 
	5.3	Percentage Ownership Interest	9
	 	 	 
	5.4	Return of Capital Contribution	9
	 	 	 
	5.5	No Interest on Capital	9
	 	 	 
	5.6	Capital Accounts	9
	 	 	 
	5.7	New Members	10
	 	 	 
	Section 6.	Distributions	11
	 	 	 
	6.1	Distribution of Distributable Funds	11
	 	 	 
	6.2	Distributions in Kind	11
	 	 	 
	Section 7.	Allocations	11
	 	 	 
	7.1	Allocation of Net Income and Net Losses Other than in Liquidation	11
	 	 	 
	7.2	Allocation of Net Income and Net Losses in Liquidation	11


 




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	7.3	U.S. Tax Allocations	12
	 	 	 
	Section 8.	Books, Records, Tax Matters and Bank Accounts	12
	 	 	 
	8.1	Books and Records	12
	 	 	 
	8.2	Reports and Financial Statements	13
	 	 	 
	8.3	Tax Matters Member	13
	 	 	 
	8.4	Bank Accounts	14
	 	 	 
	8.5	Tax Returns	14
	 	 	 
	8.6	Expenses	14
	 	 	 
	Section 9.	Management	14
	 	 	 
	9.1	Management	14
	 	 	 
	9.2	Affiliate Transactions	15
	 	 	 
	9.3	Other Activities	15
	 	 	 
	9.4	Operation in Accordance with REOC/REIT Requirements	15
	 	 	 
	9.5	FCPA	18
	 	 	 
	Section 10.	Confidentiality	18
	 	 	 
	Section 11.	Representations and Warranties	19
	 	 	 
	11.1	In General	19
	 	 	 
	11.2	Representations and Warranties	19
	 	 	 
	Section 12.	Sale, Assignment, Transfer or other Disposition	22
	 	 	 
	12.1	Prohibited Transfers	22
	 	 	 
	12.2	Affiliate Transfers	23
	 	 	 
	12.3	Admission of Transferee; Partial Transfers	24
	 	 	 
	12.4	Withdrawals	25
	 	 	 
	Section 13.	Dissolution	25
	 	 	 
	13.1	Limitations	25


 




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	13.2	Exclusive Events Requiring Dissolution	25
	 	 	 
	13.3	Liquidation	26
	 	 	 
	13.4	Continuation of the Company	26
	 	 	 
	Section 14.	Indemnification	27
	 	 	 
	14.1	Exculpation of Members	27
	 	 	 
	14.2	Indemnification by Company	27
	 	 	 
	14.3	General Indemnification by the Members	27
	 	 	 
	Section 16.	Miscellaneous	28
	 	 	 
	16.1	Notices	28
	 	 	 
	16.2	Governing Law	29
	 	 	 
	16.3	Successors	30
	 	 	 
	16.4	Pronouns	30
	 	 	 
	16.5	Table of Contents and Captions Not Part of Agreement	30
	 	 	 
	16.6	Severability	30
	 	 	 
	16.7	Counterparts	30
	 	 	 
	16.8	Entire Agreement and Amendment	30
	 	 	 
	16.9	Further Assurances	30
	 	 	 
	16.10	No Third Party Rights	30
	 	 	 
	16.11	Incorporation by Reference	30
	 	 	 
	16.12	Limitation on Liability	31
	 	 	 
	16.13	Remedies Cumulative	31
	 	 	 
	16.14	No Waiver	31
	 	 	 
	16.15	Limitation On Use of Names	31
	 	 	 
	16.16	Publicly Traded Partnership Provision	31
	 	 	 
	16.17	Uniform Commercial Code	32
	 	 	 
	16.18	No Construction Against Drafter	32


 









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BR HAWTHORNE SPRINGHOUSE JV, LLC


 


AMENDED AND RESTATED LIMITED


LIABILITY COMPANY AGREEMENT


 


This Amended and Restated
Limited Liability Company Agreement (this “Agreement”) is adopted, executed and agreed to effective on December
1, 2016, by and among BR Springhouse Managing Member, LLC, a Delaware limited liability company (“BR I”);
BR Springhouse TRS, LLC, a Delaware limited liability company (“BR II”), and Carroll Co-Invest IV
Roswell, LLC, a Georgia limited liability company (“Carroll Member”), as Members (together, the “Members”),
and BR I, as Manager.


 


WITNESSETH:


 


WHEREAS, BR I and Hawthorne
Springhouse, LLC (“Hawthorne”) entered into that certain Limited Liability Company/Joint Venture Agreement of
BR Hawthorne Springhouse JV, LLC, a Delaware limited liability company (the “Company”), on December 3, 2009,
(the “Original LLC Agreement”);


 


WHEREAS, pursuant to
that certain Membership Interest Purchase Agreement by and between Hawthorne, BR I and BR II, dated August 9, 2016, Hawthorne transferred
24.9% of its Interest to BR I and Hawthorne transferred the remaining 0.1% of its Interest to BR II and Hawthorne withdrew and
ceased to be a Member of the Company;


 


WHEREAS, BR I
and BR II amended the Original LLC Agreement to acknowledge BR II’s admission as a Member, confirm BR I as the Manager
of the Company and adjust the Capital Contributions and Percentage Interests of the Members by virtue of that certain First Amendment
to Limited Liability Company/Joint Venture Agreement for BR Hawthorne Springhouse JV, LLC dated August 9, 2016 (the “First
Amendment”) (the “Original LLC Agreement, as amended by the First Amendment, the “Prior LLC Agreement”);


 


WHEREAS, the parties
hereto desire to amend, restate and replace the Prior LLC Agreement in its entirety and to enter into this Amended and Restated
Limited Liability Company Agreement to provide for, among other things, (i) the continuation of the Company, as reconstituted,
(ii) the admission of the Carroll Member as a member in exchange for its Capital Contributions as provided herein, (iii) a
restatement of the rights, obligations and duties of the Members to each other and to the Company, (iv) the allocation of
Net Income, Net Losses, credits and distribution of cash flow and other proceeds of the Company among the Members, (v) the
respective rights, obligations and interests of the Members to each other and to the Company, and (vi) certain other matters,
all as hereinafter provided; and


 


NOW, THEREFORE, in
consideration of the agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Members hereby covenant and agree that the Prior LLC Agreement is hereby amended and restated
in its entirety as follows:


 




     


     


    

 


Section 1.              Definitions.
As used in this Agreement:


 


“Act”
shall mean the Delaware Limited Liability Company Act (currently Chapter 18 of Title 6 of the Delaware Code), as amended from time
to time.


 


“Adjusted
Capital Account Deficit” shall mean, with respect to any Member, the deficit balance, if any, in such Member’s
Capital Account as of the end of the applicable Fiscal Year after (i) crediting such Capital Account with any amounts which
such Member is deemed to be obligated to restore pursuant to Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), and (ii) debiting
such Capital Account by the amount of the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). The
foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d)
and shall be interpreted consistently therewith.


 


“Advisor”
shall mean any accountant, attorney or other advisor retained by a Member.


 


“Affiliate”
shall mean as to any Person any other Person that directly or indirectly controls, is controlled by, or is under common control
with such first Person. For the purposes of this Agreement, a Person shall be deemed to control another Person if such Person possesses,
directly or indirectly, the power to direct or cause the direction of the management, policies and/or decision making of such other
Person, whether through the ownership of voting securities, by contract or otherwise. In addition, “Affiliate” shall
include as to any Person any other Person related to such Person within the meaning of Code Sections 267(b) or 707(b)(1).


 


“Agreed Upon
Value” shall mean the fair market value (net of any debt) agreed upon pursuant to a written agreement between the Members
of property contributed by a Member to the capital of the Company, which shall for all purposes hereunder be deemed to be the amount
of the Capital Contribution applicable to such property contributed.


 


“Agreement”
shall mean this Amended and Restated Limited Liability Company Agreement, as amended from time to time.


 


“Bankruptcy
Code” shall mean Title 11 of the United States Code, as amended, or any other applicable bankruptcy or insolvency statute
or similar law.


 


“Bankruptcy/Dissolution
Event” shall mean, with respect to the affected party, (i) the entry of an Order for Relief under the Bankruptcy
Code, (ii) the admission by such party of its inability to pay its debts as they mature, (iii) the making by it of an
assignment for the benefit of creditors generally, (iv) the filing by it of a petition in bankruptcy or a petition for relief
under the Bankruptcy Code or any other applicable federal or state bankruptcy or insolvency statute or any similar law, (v) the
expiration of sixty (60) days after the filing of an involuntary petition under the Bankruptcy Code without such petition being
vacated, set aside or stayed during such period, (vi) an application by such party for the appointment of a receiver for the
assets of such party, (vii) an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its
debts under any other federal or state insolvency law, provided that the same shall not have been vacated, set aside or stayed
within sixty (60) days after filing, (viii) the imposition of a judicial or statutory lien on all or a substantial part of
its assets unless such lien is discharged or vacated or the enforcement thereof stayed within sixty (60) days after its effective
date, (ix) an inability to meet its financial obligations as they accrue, or (x) a dissolution or liquidation.


 




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“Beneficial
Owner” shall have the meaning provided in Section 5.7.


 


“BR I”
shall have the meaning set forth in the recitals.


 


“BR I Transferee”
shall have the meaning set forth in Section 12.2(b)(i).


 


“BR II”
shall have the meaning set forth in the recitals.


 


“BR II Transferee”
shall have the meaning set forth in Section 12.2(b)(ii).


 


“BRG”
shall mean Bluerock Residential Growth REIT, Inc., a Maryland corporation.


 


“Capital Account”
shall have the meaning provided in Section 5.6.


 


“Capital Contribution”
shall mean, with respect to any Member, the aggregate amount of (i) cash, and (ii) the Agreed Upon Value of other property contributed
by such Member to the capital of the Company net of any liability secured by such property that the Company assumes or takes subject
to.


 


“Carroll Parent”
shall mean MPC Partnership Holdings LLC, a Georgia limited liability company.


 


“Cash Flow”
shall mean, for any period for which Cash Flow is being calculated, gross cash receipts of the Company (but excluding Capital Contributions),
less the following payments and expenditures: (i) all payments of operating expenses of the Company, (ii) all payments of principal
of, interest on and any other amounts due with respect to indebtedness, leases or other commitments or obligations of the Company
(and other loans by Members to the Company), (iii) all sums expended by the Company for capital expenditures, (iv) all prepaid
expenses of the Company, and (v) all sums expended by the Company which are otherwise capitalized.


 


“Certificate
of Formation” shall mean the Certificate of Formation of the Company, as amended from time to time.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, including the corresponding provisions of any successor
law.


 


“Collateral
Agreement” shall mean any agreement, instrument, document or covenant concurrently or hereafter made or entered into
under, pursuant to, or in connection with this Agreement and any certifications made in connection therewith or amendment or amendments
made at any time or times heretofore or hereafter to any of the same.


 


“Company”
shall mean BR Hawthorne Springhouse JV, LLC, a Delaware limited liability company organized under the Act.


 




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“Company Interest”
shall mean all of the Company’s interest in Property Owner, including its limited liability company interest and its managerial
interest therein.


 


“Company Minimum
Gain” shall have the meaning given to the term “partnership minimum gain” in Regulations Sections 1.704-2(b)(2)
and 1.704-2(d).


 


“Confidential
Information” shall have the meaning provided in Section 10(a).


 


“Default Amount”
shall have the meaning provided in Section 5.2(b).


 


“Defaulting
Member” shall have the meaning provided in Section 5.2(b).


 


“Delaware
UCC” shall mean the Uniform Commercial Code as in effect in the State of Delaware from time to time.


 


“Dissolution
Event” shall have the meaning provided in Section 13.2.


 


“Distributable
Funds” with respect to any month or other period, as applicable, shall mean (x) an amount equal to the Cash Flow of the
Company for such month or other period, as applicable, as reduced by (y) reserves for anticipated capital expenditures, future
working capital needs and operating expenses, contingent obligations and other purposes, the amounts of which shall be reasonably
determined from time to time by the Manager.


 


“Distributions”
shall mean the distributions payable (or deemed payable) to a Member (including, without limitation, its allocable portion of Distributable
Funds).


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“Fiscal Year”
shall mean each calendar year ending December 31.


 


“Flow Through
Entity” shall have the meaning provided in Section 5.7.


 


“Foreign Corrupt
Practices Act” shall mean the Foreign Corrupt Practices Act of the United States, 15 U.S.C. Sections 78a, 78m, 78dd-1,
78dd-2, 78dd-3, and 78ff, as amended, if applicable, or any similar law of the jurisdiction where the Property is located or where
the Company or any of its Subsidiaries transacts business or any other jurisdiction, if applicable.


 


“Income”
shall mean the gross income of the Company for any month, Fiscal Year or other period, as applicable, including gains realized
on the sale, exchange or other disposition of the Company’s assets.


 


“Indemnified
Party” shall have the meaning provided in Section 14.3(a).


 


“Indemnifying
Party” shall have the meaning provided in Section 14.3(a).


 


“Inducement Agreements”
shall have the meaning provided in Section 14.3(a).


 




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“Interest”
of any Member shall mean the entire limited liability company interest of such Member in the Company, which includes, without limitation,
any and all rights, powers and benefits accorded a Member under this Agreement and the duties and obligations of such Member hereunder,
and “Interests” shall mean, collectively, the Interest of each Member of the Company.


 


“IT Services
Agreement” shall mean that certain Service Agreement, by and between IT Support Solutions Group, LLC, a Georgia limited
liability company, and the Property Owner.


 


“Key Individuals”
shall mean Josh Champion and M. Patrick Carroll.


 


“Loan”
shall mean that certain mortgage loan in the original principal amount of approximately $51,000,000.00 borrowed by Property Owner
from MetLife HCMJV 1 REIT, LLC (together with its successors and assigns as the holder of the Loan, the “Lender”).


 


“Loan Documents”
shall mean that certain Multifamily Loan and Security Agreement and all related documents evidencing and securing the Loan.


 


“Loss”
shall mean the aggregate of losses, deductions and expenses of the Company for any month, Fiscal Year or other period, as applicable,
including losses realized on the sale, exchange or other disposition of the Company’s assets.


 


“Manager”
shall mean BR I, or any Person(s) that succeeds BR I in the capacity as manager of the Company.


 


“Member”
and “Members” shall mean BR I, BR II, Carroll Member and any other Person admitted to the Company
pursuant to this Agreement. For purposes of the Act, the Members shall constitute a single class or group of members.


 


“Member in
Question” shall have the meaning provided in Section 16.12.


 


“Net Income”
shall mean the amount, if any, by which Income for any period exceeds Loss for such period.


 


“Net Loss”
shall mean the amount, if any, by which Loss for any period exceeds Income for such period.


 


“New York
UCC” shall have the meaning provided in Section 16.17.


 


“Percentage
Interest” shall have the meaning provided in Section 5.3.


 


“Person”
shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company,
trust, unincorporated organization, government or any agency or political subdivision thereof or any other legal entity.


 


“Property”
shall have the meaning set forth in Section 3 hereof.


 




    5


     


    

 


“Property
Manager” shall mean Carroll Management Group, LLC, so long as the Property Management Agreement is in full force and
effect and thereafter, the entity performing similar services with respect to the Property.


 


“Property
Management Agreement” shall mean that certain Property Management Agreement, as amended, by and between Property Owner
and the Property Manager.


 


“Property
Manager Reports” shall have the meaning set forth in Section 8.2(c).


 


“Property
Owner” shall mean BR Roswell, LLC, a Delaware limited liability company, a Subsidiary of the Company and the holder of
fee title in the Property.


 


“Pursuer”
shall have the meaning provided in Section 10(c).


 


“Regulations”
shall mean the Treasury Regulations promulgated pursuant to the Code, as amended from time to time, including the corresponding
provisions of any successor regulations.


 


“REIT”
shall mean a real estate investment trust as defined in Code Section 856.


 


“REIT Member”
shall mean any Member, if such Member is a REIT or a direct or indirect subsidiary of a REIT.


 


“REIT Requirements”
shall mean the requirements for qualifying as a REIT under the Code and Regulations.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Subsidiary”
shall mean any corporation, partnership, limited liability company or other entity of which fifty percent (50%) or more is owned
by the Company or of which at least a majority of the capital stock or other equity securities is owned by the Company.


 


“Tax Matters
Member” shall have the meaning provided in Section 8.3.


 


“Total Investment”
shall mean the sum of the aggregate Capital Contributions made by a Member.


 


“Transfer”
means, as a noun, any transfer, sale, assignment, exchange, charge, pledge, gift, hypothecation, conveyance, encumbrance or other
disposition, voluntary or involuntary, by operation of law or otherwise and, as a verb, voluntarily or involuntarily, by operation
of law or otherwise, to transfer, sell, assign, exchange, charge, pledge, give, hypothecate, convey, encumber or otherwise dispose
of.


 


Section
2.              Organization of the Company.


 


2.1           Name.
The name of the Company shall be “BR Hawthorne Springhouse JV, LLC”. The business and affairs of the Company
shall be conducted under such name or such other name as the Manager deems necessary or appropriate to comply with the requirements
of law in any jurisdiction in which the Company may elect to do business.


 




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2.2           Place
of Registered Office; Registered Agent. The address of the registered office of the Company in the State of Delaware is c/o
National Registered Agents, Inc., 160 Greentree Drive, Dover, Delaware 19904. The name and address of the registered agent for
service of process on the Company in the State of Delaware is National Registered Agents, Inc., 160 Greentree Drive, Dover, Delaware
19904. The Manager may at any time on five (5) days prior notice to all Members change the location of the Company’s registered
office or change the registered agent.


 


2.3           Principal
Office. The principal address of the Company shall be c/o Bluerock Real Estate, L.L.C., 712 Fifth Avenue, 9th Floor,
New York, New York 10019, or, in each case, at such other place or places as may be determined by the Manager from time to time.


 


2.4           Filings.
The Manager shall use its best efforts to take such other actions as may be reasonably necessary to perfect and maintain the status
of the Company as a limited liability company under the laws of Delaware. Notwithstanding anything contained herein to the contrary,
the Company shall not do business in any jurisdiction that would jeopardize the limitation on liability afforded to the Members
under the Act or this Agreement.


 


2.5           Term.
The Company shall continue in existence in perpetuity, unless and until the Company is dissolved as provided in Section 13.


 


2.6           Expenses
of the Company. Other than the reimbursements of costs and expenses as provided herein, no fees, costs or expenses shall be
payable by the Company to any Member (or its Affiliates).


 


Section 3.              Purpose.


 


The purpose of the
Company, subject in each case to the terms hereof, shall be to engage in the business of acquiring, owning, operating, developing,
renovating, repositioning, managing, leasing, selling, financing (including the borrowing of the Loan) and refinancing all or any
portion of the real estate and any real estate related investments known as Roswell City Walk Apartments, which is located at 3000
Forrest Walk, Roswell, Georgia 30075, which is held by Property Owner (any property acquired as aforesaid shall hereinafter be
referred to as the “Property”), and all other activities reasonably necessary to carry out such purposes. The
Company shall possess and may exercise all of the powers and privileges granted by the Act, by any other law or by this Agreement,
together with any powers incidental thereto, including such powers and privileges as are necessary or convenient to the conduct,
promotion or attainment of the business, purposes or activities of the Company.


 


Section
4.              Reserved.


 


Section 5.              Capital
Contributions, Loans, Percentage Interests and Capital Accounts.


 


5.1           Capital
Contributions. BR I and BR II have each previously made or been attributed Capital Contributions to the Company
as reflected on the Company’s books and as shown on Exhibit A attached hereto. On the date hereof, the Carroll
Member has made the Capital Contribution to the Company shown on Exhibit A attached hereto in exchange for admission
as a Member of the Company.


 




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5.2           Additional
Capital Contributions.


 


(a)          Additional
Capital Contributions may be called for from the Members by the Manager from time to time as and to the extent capital is necessary
in connection with the Property. Except as otherwise agreed by the Members, such additional Capital Contributions shall be in an
amount for each Member equal to the product of the amount of the aggregate Capital Contribution called for multiplied by their
respective Percentage Interest. Such additional Capital Contributions shall be payable by the Members to the Company upon the earlier
of (i) twenty (20) days after written request from the Company, or (ii) the date when the Capital Contribution is required,
as set forth in a written request from the Company.


 


(b)          If
a Member (a “Defaulting Member”) fails to make a Capital Contribution that is required as provided in Section 5.2(a)
within the time frame required therein (the amount of the failed contribution and related loan shall be the “Default Amount”),
the other Members, provided that it has made the Capital Contribution required to be made by it, in addition to any other remedies
it may have hereunder or at law, but subject in all events to any restrictions contained in the Loan Documents, shall have one
or more of the following remedies:


 


(1)         [Intentionally
Omitted];


 


(2)         subject
to any applicable thin capitalization limitations on indebtedness of the Company, to treat its portion of such Capital Contribution
as a loan to the Company (rather than a Capital Contribution) and to advance to the Company as a loan to the Company an amount
equal to the Default Amount, which loan shall be evidenced by a promissory note in form reasonably satisfactory to the non-failing
Member(s) and which loan shall bear interest at the Default Loan Rate and be payable on a first priority basis by the Company from
available Cash Flow and prior to any Distributions made to the Defaulting Member. If more than one Member has loans outstanding
to the Company under this provision, such loans shall be payable to each such Member in proportion to the outstanding balances
of such loans to each Member at the time of payment. Any advance to the Company pursuant to this Section 5.2(b)(2)
shall not be treated as a Capital Contribution made by the Defaulting Member. For purposes of this Agreement, the “Default
Loan Rate” means a twenty percent (20%) per annum interest rate, but in no event in excess of the highest rate permitted
by applicable laws;


 


(3)         in
lieu of the remedies set forth in subparagraphs (1) or (2), revoke its portion of such additional Capital Contribution, whereupon
the portion of the Capital Contribution made by the non-failing Member(s) shall be returned within ten (10) days with interest
computed at the Default Loan Rate by the Company.


 




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(c)          Notwithstanding
the foregoing provisions of this Section 5.2, no additional Capital Contributions shall be required from any Member
if (i) the Company or any other Person shall be in default (or with notice or the passage of time or both, would be in default)
in any material respect under any loan, indenture, mortgage, lease, agreement or instrument to which the Company or any of its
Subsidiaries is a party or by which the Company (or any of its Subsidiaries) or any of its properties or assets is or may be bound,
(ii) any other Member, the Company or any of its Subsidiaries shall be insolvent or bankrupt or in the process of liquidation,
termination or dissolution, (iii) any other Member, the Company or any of its Subsidiaries shall be subjected to any pending
litigation (x) in which the amount in controversy exceeds $500,000, (y) which litigation is not being defended by an
insurance company who would be responsible for the payment of any judgment in such litigation, and (z) which litigation if
adversely determined could have a material adverse effect on such other Member and/or the Company or any of its Subsidiaries and/or
could interfere with their ability to perform their obligations hereunder or under any Collateral Agreement, (iv) there has
been a material adverse change in (including, but not limited to, the financial condition of) any other Member (and/or its Affiliates)
which, in such Member’s reasonable judgment, prevents such other Member (and/or its Affiliates) from performing, or substantially
interferes with their ability to perform, their obligations hereunder or under any Collateral Agreement. If any of the foregoing
events shall have occurred and any Member elects not to make a Capital Contribution on account thereof, then any other Member which
has made its pro rata share of such Capital Contribution shall be entitled to a return of such Capital Contribution from the Company.


 


(d)          Notwithstanding
the terms of this Section 5.2, neither the Company nor the non-failing Members shall have the right to pursue any direct
recourse action against the Defaulting Member, their remedies being limited to those specifically set forth in Sections 5.2(b)(1),
(2) and (3) hereof.


 


5.3           Percentage
Ownership Interest. The Members shall have the initial percentage ownership interests (as the same are adjusted as provided
in this Agreement, a “Percentage Interest”) in the Company set forth on Exhibit A. Percentage Interests
shall not be adjusted by Distributions made (or deemed made) to a Member.


 


5.4           Return
of Capital Contribution. Except as approved by each of the Members, no Member shall have any right to withdraw or make a demand
for withdrawal of the balance reflected in such Member’s Capital Account (as determined under Section 5.6) until
the full and complete winding up and liquidation of the business of the Company.


 


5.5           No
Interest on Capital. Interest earned on Company funds shall inure solely to the benefit of the Company, and no interest shall
be paid upon any Capital Contributions nor upon any undistributed or reinvested income or profits of the Company.


 


5.6           Capital
Accounts.


 


(a)          A
separate capital account (the “Capital Account”) shall be maintained for each Member in accordance with Section
1.704-1(b)(2)(iv) of the Regulations. Without limiting the foregoing, the Capital Account of each Member shall be increased by
(i) the amount of any Capital Contributions made by such Member, (ii) the amount of Income allocated to such Member and (iii) the
amount of income or profits, if any, allocated to such Member not otherwise taken into account in this Section 5.6. The Capital
Account of each Member shall be reduced by (i) the amount of any cash and the fair market value of any property distributed
to the Member by the Company (net of liabilities secured by such distributed property that the Member is considered to assume or
take subject to), (ii) the amount of Loss allocated to the Member and (iii) the amount of expenses or losses, if any,
allocated to such Member not otherwise taken into account in this Section 5.6.


 




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(b)          The
Capital Accounts of the Members shall be adjusted pursuant to Regulations Section 1.704-1(b)(2)(iv)(f) to reflect a revaluation
of the Company’s assets on the Company’s books in connection with any contribution of money or other property to the
Company by new or existing Members. If any property other than cash is distributed to a Member, the Capital Accounts of the Members
shall be adjusted as if such property had instead been sold by the Company for a price equal to its fair market value, the gain
or loss allocated pursuant to Section 7, and the proceeds distributed in the manner set forth in Section 6.1 or Section 13.3(d)(iii).


 


(c)          The
Capital Accounts of the Members shall be adjusted to reflect any adjustments to the adjusted basis of such assets pursuant to Code
Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital
Accounts pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m); provided, however, that no adjustment shall occur
pursuant to this Section 5.6(c) to the extent the Manager determines that an adjustment pursuant to Section 5.6(b) hereof is necessary
or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this Section 5.6(c).


 


(d)          No
Member shall be obligated to restore any negative balance in its Capital Account. No Member shall be compensated for any positive
balance in its Capital Account except as otherwise expressly provided herein. The foregoing provisions and the other provisions
of this Agreement relating to the maintenance of Capital Accounts are intended to comply with the provisions of Regulations Section 1.704-1(b)(2)
and shall be interpreted and applied in a manner consistent with such Regulations.


 


5.7           New
Members. The Company may issue additional Interests and thereby admit a new Member or Members, as the case may be, to the Company,
only if (i) such new Member  has delivered to the Company its Capital Contribution, (ii) such new Member has agreed in
writing to be bound by the terms of this Agreement by becoming a party hereto, (iii) such new Member has delivered such additional
documentation as the Company shall reasonably require to so admit such new Member to the Company and (iv) if the admission of any
such new Member dilutes the Interest held by any then current Member, such diluted Member’s consent shall have been obtained.
Further, without the prior written consent of each then-current Member, a new Member may not be admitted to the Company if the
Company would, or may, have in the aggregate more than one hundred (100) members. For purposes of determining the number of members
under this Section 5.7 and under Section 12.3(b)(v), a Person (the “Beneficial Owner”)
indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used
in the Code) (the “Flow-Through Entity”) shall be considered a member, but only if (i) substantially all
of the value of the Beneficial Owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s
interest (direct or indirect) in the Company and (ii) in the sole discretion of the Manager, a principal purpose of the use
of the Flow-Through Entity is to permit the Company to satisfy the 100-member limitation.


 




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Section
6.              Distributions.


 


6.1           Distribution
of Distributable Funds


 


(a)          The
Manager shall calculate and determine the amount of Distributable Funds for each applicable period. Except as provided in Sections
5.2(b), 6.1(b) or 13.3 or otherwise provided hereunder, Distributable Funds, if any, shall be distributed to the Members,
in proportion to their Percentage Interests, on the 15th day of each month or from time to time as determined by the
Manager.


 


(b)          Any
Distributions otherwise payable to a Member under this Agreement shall be applied first to satisfy amounts due and payable on account
of the indemnity and/or contribution obligations of such Member under this Agreement and/or any other agreement delivered by such
Member to the Company or any other Member but shall be deemed distributed to such Member for purposes of this Agreement.


 


6.2           Distributions
in Kind. In the discretion of the Manager, Distributable Funds may be distributed to the Members in cash or in kind and the
Members may be compelled to accept a distribution of any asset in kind even if the percentage of that asset distributed to it exceeds
a percentage of that asset that is equal to the percentage in which such Member shares in distributions from the Company. In the
case of all assets to be distributed in kind, the amount of the distribution shall equal the fair market value of the asset distributed
as determined by the Manager. In the case of a distribution of publicly traded property, the fair market value of such property
shall be deemed to be the average closing price for such property for the thirty (30) day period immediately prior to the distribution,
or if such property has not yet been publicly traded for thirty (30) days, the average closing price of such property for the period
prior to the distribution in which the property has been publicly traded.


 


Section
7.              Allocations.


 


7.1           Allocation
of Net Income and Net Losses Other than in Liquidation. Except as otherwise provided in this Agreement, Net Income and Net
Losses of the Company for each Fiscal Year shall be allocated among the Members in a manner such that, as of the end of such Fiscal
Year and taking into account all prior allocations of Net Income and Net Losses of the Company and all distributions made by the
Company through such date, the Capital Account of each Member is, as nearly as possible, equal to the distributions that would
be made to such Member pursuant to Section 6.1 if the Company were dissolved, its affairs wound up and assets sold for cash
equal to their tax basis (or book value in the case of assets that have been revalued in accordance with Section 704(b) of the
Code), all Company liabilities were satisfied, and the net assets of the Company were distributed in accordance with Section 6.1
immediately after such allocation.


 


7.2           Allocation
of Net Income and Net Losses in Liquidation. Net Income and Net Losses realized by the Company in connection with the liquidation
of the Company pursuant to Section 13 shall be allocated among the Members in a manner such that, taking into account all
prior allocations of Net Income and Net Losses of the Company and all Distributions made by the Company through such date, the
Capital Account of each Member is, as nearly as possible, equal to the amount which such Member is entitled to receive pursuant
to Section 13.3(d)(iii).


 




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7.3           U.S.
Tax Allocations.


 


(a)          Standard
Allocation. Subject to Section 704(c) of the Code, for U.S. federal and state income tax purposes, all items of Company income,
gain, loss, deduction and credit shall be allocated among the Members in the same manner as the corresponding item of income, gain,
loss, deduction or credit was allocated pursuant to the preceding paragraphs of this Section 7.


 


(b)          Code
Section 704(c). In accordance with Code Section 704(c) and the Regulations promulgated thereunder, income and loss with respect
to any property contributed to the capital of the Company (including, if the property so contributed constitutes a partnership
interest, the applicable distributive share of each item of income, gain, loss, expense and other items attributable to such partnership
interest whether expressly so allocated or reflected in partnership allocations) shall, solely for U.S. federal income tax purposes,
be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company
for U.S. federal income tax purposes and its Agreed Upon Value at the time of contribution.


 


(c)          In
the event the Capital Accounts of the Members are adjusted pursuant to Section 5.6(b) or (c) to reflect a revaluation of the Company’s
assets on the Company’s books, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall
take account of any variation between the adjusted basis of such asset for federal income tax purposes and its book value in the
same manner as under Code Section 704(c) and the Regulations thereunder.


 


(d)          Such
allocation shall be made in accordance with any permissible method set forth in Regulations Section 1.704-3, as reasonably
determined by the Manager. Any other elections or other decisions relating to such allocations shall be made by the Manager in
any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 7.3
are solely for purposes of U.S. federal, state and local income taxes and shall not affect, or in any way be taken into account
in computing, any Member’s share of Net Income, Net Loss, other items or distributions pursuant to any provisions of this
Agreement.


 


Section 8.              Books,
Records, Tax Matters and Bank Accounts.


 


8.1           Books
and Records. The books and records of account of the Company shall be maintained in accordance with industry standards and
shall be based on the Property Manager Reports. The books and records shall be maintained at the Company’s principal office
or at a location designated by the Manager, and all such books and records (and the dealings and other affairs of the Company and
its Subsidiaries) shall be available to any Member at such location for review, investigation, audit and copying, at such Member’s
sole cost and expense, during normal business hours on at least twenty-four (24) hours prior notice.


 




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8.2           Reports
and Financial Statements.


 


(a)          Within
thirty (30) days of the end of each Fiscal Year, the Manager shall cause each Member to be furnished with two sets of the following
additional annual reports computed as of the last day of the Fiscal Year:


 


		(i)	An unaudited balance sheet of the Company and Property Owner;



 


		(ii)	An unaudited statement of profit and loss for the Company and Property Owner; and



 


		(iii)	A statement of the Members’ Capital Accounts and changes therein for such Fiscal Year.



 


(b)          Within
fifteen (15) days of the end of each quarter of each Fiscal Year, the Manager shall cause to be furnished to any
REIT Member such information as requested by any REIT Member as is necessary for such REIT Member to determine
its qualification as a REIT and its compliance with REIT Requirements.


 


(c)          The
Members acknowledge that the Property Manager is obligated to perform Property-related accounting and furnish Property-related
accounting statements under the terms of the Property Management Agreement (and any future property manager for the Property shall
be required to do the same) (collectively, the “Property Manager Reports”). The Manager shall be entitled to
rely on the Property Manager Reports with respect to its obligations under this Section 8, and the Members acknowledge that
the reports to be furnished hereunder shall be based on the Property Manager Reports, without any duty on the part of the Manager
to further investigate the completeness, accuracy or adequacy of the Property Manager Reports.


 


(d)          The
Manager will use its commercially best efforts to obtain such financial statements (audited or unaudited), information and attestations
as may be required by any Member or any of its Affiliates in connection with public reporting, attestation, certification and other
requirements under the Securities Exchange Act of 1934, as amended, and the Sarbanes-Oxley Act of 2002, as amended, applicable
to such entity, and work in good faith with the designated accountants or auditors of any Member or any of its Affiliates in connection
therewith, including for purposes of testing internal controls and procedures of any Member or any of its Affiliates.


 


8.3           Tax
Matters Member. BR I is hereby designated as the “tax matters partner” of the Company and the Subsidiaries,
as defined in Section 6231(a)(7) of the Code (the “Tax Matters Member”) and shall prepare or cause to be prepared
all income and other tax returns of the Company and the Subsidiaries pursuant to the terms and conditions of Section 8.5.
Except as otherwise provided in this Agreement, all elections required or permitted to be made by the Company and the Subsidiaries
under the Code or state tax law shall be timely determined and made by BR I. The Members intend that the Company
be treated as a partnership for U.S. federal, state and local tax purposes, and the Members will not elect or authorize any person
to elect to change the status of the Company from that of a partnership for U.S. federal, state and local income tax purposes.
In addition, upon the request of any Member, the Company and each Subsidiary shall make an election pursuant to Code Section 754
to adjust the basis of the Company’s property in the manner provided in Code Sections 734(b) and 743(b). The Company hereby
indemnifies and holds harmless BR I from and against any claim, loss, expense, liability, action or damage resulting
from its acting or its failure to take any action as the “tax matters partner” of the Company and the Subsidiaries,
provided that any such action or failure to act does not constitute gross negligence or willful misconduct.


 




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8.4           Bank
Accounts. All funds of the Company are to be deposited in the Company’s name in such bank account or accounts as may
be designated by the Manager and shall be withdrawn on the signature of such Person or Persons as the Manager may authorize.


 


8.5           Tax
Returns. The Manager shall cause to be prepared all income and other tax returns of the Company and the Subsidiaries required
by applicable law. No later than the due date or extended due date thereof, the Manager shall deliver or cause to be delivered
to each Member a copy of the tax returns for the Company and such Subsidiaries with respect to such Fiscal Year, together with
such information with respect to the Company and such Subsidiaries as shall be necessary for the preparation by such Member of
its U.S. federal and state income or other tax and information returns.


 


8.6           Expenses.
Notwithstanding any contrary provision of this Agreement, the Members acknowledge and agree that the reasonable expenses and charges
incurred directly or indirectly by or on behalf of the Manager in connection with its obligations under this Section 8 will
be reimbursed by the Company to the Manager.


 


Section 9.              Management.


 


9.1           Management.


 


(a)          The
Company shall be managed by one manager. BR I shall have the power and authority to appoint the Manager without any further
action or approval by any other Member, and BR I hereby appoints BR I as the Manager. To the extent that BR I or
a BR I Transferee Transfers all or a portion of its Interest in accordance with Section 12 to a BR I Transferee,
such BR I Transferee may be appointed as the Manager under this Section 9.1(a) by BR I or a BR I Transferee then holding
all or a portion of an Interest without any further action or authorization by any other Member. The Manager may not be removed
by the Members other than for an act or omission related to the Company constituting gross negligence or fraud.


 


(b)          The
Manager, acting alone, shall have the authority to exercise all of the powers and privileges granted by the Act, any other law
or this Agreement, together with any powers incidental thereto, and to take any other action not prohibited under the Act or other
applicable law, so far as such powers or actions are necessary or convenient or related to the conduct, promotion or attainment
of the business, purposes or activities of the Company.


 


(c)          Manager
shall substantially participate in the management of the Property, and in all decision-making with respect to the development of
the Property, both directly and through the control Manager maintains and exercises over Company Subsidiaries (and the Company
maintains and exercises over Property Owner). In furtherance of such management and decision-making authority, the Manager shall
meet with the Property Manager on no less than a quarterly basis to discuss issues and make decisions related to the management
and operation of the Property.


 




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(d)          The
Manager may appoint individuals to act on behalf of the Company with such titles and authority as determined from time to time
by the Manager. Each of such individuals shall hold office until his or her death, resignation or replacement by the Manager.


 


9.2           Affiliate
Transactions. Except for the Property Management Agreement and the IT Services Agreement, no agreement shall be entered into
by the Company or any Subsidiary with a Member or any Affiliate of a Member and no decision shall be made in respect of any such
agreement (including, without limitation, the enforcement or termination thereof) unless such agreement or related decision shall
have been approved in writing by the Manager and, if the terms of any such agreement are other than on commercially reasonable
market terms, with the unanimous consent of the Members.


 


9.3           Other
Activities.


 


(a)          Right
to Participation in Other Member Ventures. Neither the Company nor any Member (or any Affiliate of any Member) shall have any
right by virtue of this Agreement either to participate in or to share in any other now existing or future ventures, activities
or opportunities of the Manager (or its Affiliates) or any of the other Members or their Affiliates, or in the income or proceeds
derived from such ventures, activities or opportunities. Neither the Company nor any Member (or any Affiliate of any Member) shall
have any right by virtue of this Agreement either to participate in or to share in any other now existing or future ventures, activities
or opportunities of the Manager (or its Affiliates) or any of the other Members or their Affiliates, or in the income or proceeds
derived from such ventures, activities or opportunities.


 


(b)          Limitation
on Actions of Members; Binding Authority. No Member shall have any right to participate in the management, business, activities
or day-to-day affairs of the business, or to take any action on behalf of, or in the name of, the Company, or enter into any contract,
agreement, commitment or obligation binding upon the Company, or, in its capacity as a Member or Manager of the Company, perform
any act in any way relating to the Company or the Company’s assets, except in a manner and to the extent consistent with
the provisions of this Agreement or as otherwise required under the Act.


 


9.4           Operation
in Accordance with REOC/REIT Requirements.


 


(a)          The
Members acknowledge that one or more Affiliates of the Members (a “BR Affiliate”) intends to qualify as
a “real estate operating company” or “venture capital operating company” within the meaning of U.S. Department
of Labor Regulation 29 C.F.R. §2510.3-101 (a “REOC”), and agree that the Company and its Subsidiaries shall
be operated in a manner that will enable each BR Affiliate to so qualify. Notwithstanding anything herein to the contrary,
the Company and its Subsidiaries shall not take, or refrain from taking, any action that would result in a BR Affiliate from failing
to qualify as a REOC. No Member shall fund any Capital Contribution with the “plan assets” of any “employee benefit
plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended,
or any “plan” as defined by Section 4975 of the Internal Revenue Code of 1986, as amended. The Members and the
Manager shall comply with any requirements specified by a BR Affiliate in order to ensure compliance with this Section 9.4.


 




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(b)          Notwithstanding
anything in this Agreement to the contrary, unless specifically agreed to by the Manager in writing, neither the Company nor its
Subsidiaries shall hold any investment, incur any indebtedness or otherwise take any action that would cause any Member of the
Company (or any Person holding an indirect interest in the Company through an entity or series of entities treated as partnerships
for U.S. federal income tax purposes) to realize any “unrelated business taxable income” as such term is defined in
Code Sections 511 through 514 (“UBTI”). No Manager or Member shall be liable for any income or other taxes,
damages, costs or expenses incurred by the Company or any Member by reason of the recognition by the Company of UBTI, unless caused
by its own willful misconduct or gross negligence and not related to the Property.


 


(c)          The
Company (and any direct or indirect Subsidiary
of the Company) may not engage in any activities or hold any assets that would constitute or result in the occurrence
of a REIT Prohibited Transaction (as defined below). Notwithstanding anything to the contrary contained in this Agreement, during
the time a REIT Member is a Member of the Company, neither the Company, Property Owner, nor any
other direct or indirect Subsidiary of the Company or Property Owner, nor any Manager or Member of the Company, shall take
or refrain from taking any action which, or the effect of which, would constitute or result in the occurrence of a REIT Prohibited
Transaction by the Company or Property Owner or any direct or indirect
Subsidiary thereof, including, without limiting the generality of the foregoing, but in amplification thereof:


 


(i)          Entering
into any lease, license, concession or other agreement or permitting any sublease, license, concession or other agreement that
provides for rent or other payment based in whole or in part on the income or profits of any person, excluding for this purpose
a lease that provides for rent based in whole or in part on a fixed percentage or percentages of gross receipts or gross sales
of any person without reduction for any costs of the lessee (and in the case of a sublease, without reduction for any sublessor
costs);


 


(ii)         Leasing,
as a lessor, personal property, excluding for this purpose a lease of personal property that is entered into in connection with
a lease of real property where the rent attributable to the personal property is less than 15% of the total rent provided for under
the lease;


 


(iii)        Acquiring
or holding any debt investments, excluding for these purposes “debt” solely between wholly-owned Subsidiaries of the
Company, unless (I) the amount of interest income received or accrued by the Company under such loan does not, directly or indirectly,
depend in whole or in part on the income or profits of any person, and (II) the debt is fully secured by mortgages on real property
or on interests in real property. Notwithstanding anything to the contrary herein, in the case of debt issued to the Company by
a Subsidiary which is treated as a “taxable REIT subsidiary” of the REIT Member, such debt shall be secured by a mortgage
or similar security interest, or by a pledge of the equity ownership of a subsidiary of such taxable REIT subsidiary;


 




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(iv)        Acquiring
or holding, directly or indirectly, more than 10% of the outstanding securities of any one issuer (by vote or value) other than
an entity which either (i) is taxable as a partnership or a disregarded entity for United States federal income tax purposes, (ii)
has properly elected to be a taxable REIT subsidiary of the REIT Member by jointly filing with the associated REIT, IRS Form 8875,
or (iii) has properly elected to be a real estate investment trust for U.S. federal income tax purposes;


 


(v)         Entering
into any agreement where the Company receives amounts, directly or indirectly, for rendering services to the tenants of any property
that is owned, directly or indirectly, by the Company other than (i) amounts received for services that are customarily furnished
or rendered in connection with the rental of real property of a similar class in the geographic areas in which the Property is
located where such services are either provided by (A) an Independent Contractor (as defined in Section 856(d)(3) of the Code)
who is adequately compensated for such services and from which the Company or REIT Member do not, directly or indirectly, derive
revenue or (B) a taxable REIT subsidiary of REIT Member who is adequately compensated for such services or (ii) amounts received
for services that are customarily furnished or rendered in connection with the rental of space for occupancy only (as opposed to
being rendered primarily for the convenience of the Property’s tenants);


 


(vi)        Entering
into any agreement where a material amount of income received or accrued by the Company under such agreement, directly or indirectly,
does not qualify as either (i) “rents from real property” or (ii) “interest on obligations secured by mortgages
on real property or on interests in real property,” in each case as such terms are defined in Section 856(c) of the Code;


 


(vii)       Holding
cash of the Company available for operations or distribution in any manner other than a traditional bank checking or savings account;


 


(viii)      Selling
or disposing of any property, subsidiary or other asset of the Company prior to (i) the
completion of a two (2) year holding period with such period to begin on the date the Company acquires a direct or indirect interest
in such property and begins to hold such property, subsidiary or
asset for the production of rental income, and (ii) the satisfaction of any other requirements under Section 857 of the
Code necessary for the avoidance of a prohibited transaction tax on the REIT; or


 


(ix)         Failing
to make current cash distributions to REIT Member each year in an amount which does not at least equal the taxable income allocable
to REIT Member for such year.


 


Notwithstanding the foregoing
provisions of this Section 9.4(c), the Company may enter into a REIT Prohibited Transaction if it receives the prior
written approval of the REIT Member specifically acknowledging that the REIT Member is approving a REIT Prohibited Transaction
pursuant to this Section 9.4(c). For purposes of this Section 9.4(c), “REIT Prohibited Transactions”
shall mean any of the actions specifically set forth in this Section 9.4(c).


 




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9.5           FCPA.


 


(a)          In
compliance with the Foreign Corrupt Practices Act, each Member will not, and will ensure that its officers, directors, employees,
shareholders, members, agents and Affiliates, acting on its behalf or on the behalf of the Company or any of its Subsidiaries or
Affiliates do not, for a corrupt purpose, offer, directly or indirectly, promise to pay, pay, promise to give, give or authorize
the paying or giving of anything of value to any official representative or employee of any government agency or instrumentality,
any political party or officer thereof or any candidate for office in any jurisdiction, except for any facilitating or expediting
payments to government officials, political parties or political party officials the purpose of which is to expedite or secure
the performance of a routine governmental action by such government officials or political parties or party officials. The term
“routine governmental action” for purposes of this provision shall mean an action which is ordinarily and commonly
performed by the applicable government official in (i) obtaining permits, licenses, or other such official documents which
such Person is otherwise legally entitled to; (ii) processing governmental papers; (iii) providing police protection,
mail pick-up and delivery or scheduling inspections associated with contract performance or inspections related to transit of goods
across country; (iv) providing phone service, power and water supply, loading and unloading of cargo, or protecting perishable
products or commodities from deterioration; or (v) actions of a similar nature.


 


The term “routine
governmental action” does not include any decision by a government official whether, or on what terms, to award new business
to or to continue business with a particular party, or any action taken by an official involved in the decision making process
to encourage a decision to award new business to or continue business with a particular party.


 


(b)          Each
Member agrees to notify immediately the Manager and the other Members of any request that such Member or any of its officers, directors,
employees, shareholders, members, agents or Affiliates, acting on its behalf, receives to take any action that may constitute a
violation of the Foreign Corrupt Practices Act.


 


Section 10.           Confidentiality.  


 


(a)          Any
information relating to a Member’s business, operation or finances which are proprietary to, or considered proprietary by,
a Member are hereinafter referred to as “Confidential Information”. All Confidential Information in tangible
form (plans, writings, drawings, computer software and programs, etc.) provided to or conveyed orally or visually to a receiving
Member shall be presumed to be Confidential Information at the time of delivery to the receiving Member. All such Confidential
Information shall be protected by the receiving Member from disclosure with the same degree of care with which the receiving Member
protects its own Confidential Information from disclosure. Each Member agrees: (i) not to disclose such Confidential Information
to any Person except to those of its employees or representatives who need to know such Confidential Information in connection
with the conduct of the business of the Company and who have agreed to maintain the confidentiality of such Confidential Information
and (ii) neither it nor any of its employees or representatives will use the Confidential Information for any purpose other
than in connection with the conduct of the business of the Company; provided that such restrictions shall not apply if such Confidential
Information:


 




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(x)          is
or hereafter becomes public, other than by breach of this Agreement;


 


(y)          was
already in the receiving Member’s possession prior to any disclosure of the Confidential Information to the receiving Member
by the divulging Member; or


 


(z)          has
been or is hereafter obtained by the receiving Member from a third party not bound by any confidentiality obligation with respect
to the Confidential Information;


 


provided, further, that nothing
herein shall prevent any Member from disclosing any portion of such Confidential Information (1) to the Company and allowing
the Company to use such Confidential Information in connection with the Company’s business, (2) pursuant to judicial
order or in response to a governmental inquiry, by subpoena or other legal process, but only to the extent required by such order,
inquiry, subpoena or process, and only after reasonable notice to the original divulging Member, (3) as necessary or appropriate
in connection with or to prevent the audit by a governmental agency of the accounts of any Member, (4) in order to initiate,
defend or otherwise pursue legal proceedings between the parties regarding this Agreement, (5) necessary in connection with a Transfer
of an Interest permitted hereunder or (6) to a Member’s respective attorneys or accountants or other representative.


 


(b)          The
Members and their Affiliates shall each act to safeguard the secrecy and confidentiality of, and any proprietary rights to, any
non-public information relating to the Company and its business, except to the extent such information is required to be disclosed
by law or reasonably necessary to be disclosed in order to carry out the business of the Company. Each Member may, from time to
time, provide the other Members written notice of its non-public information which is subject to this Section 10(b).


 


(c)          Without
limiting any of the other terms and provisions of this Agreement, to the extent a Member (the “Pursuer”) provides
the other Members with information relating to a possible investment opportunity then being actively pursued by the Pursuer on
behalf of the Company, the other Members receiving such information shall not use such information to pursue such investment opportunity
for their own account to the exclusion of the Pursuer so long as the Pursuer is actively pursuing such opportunity on behalf of
the Company and shall not disclose any Confidential Information to any Person (except as expressly permitted hereunder) or take
any other action in connection therewith that is reasonably likely to cause damage to the Pursuer.


 


Section
11.            Representations and Warranties.


 


11.1         In
General. As of the date hereof, each of the Members hereby makes each of the representations and warranties applicable to such
Member as set forth in Section 11.2. Such representations and warranties shall survive the execution of this Agreement.


 


11.2         Representations
and Warranties. Each Member hereby represents and warrants that:


 




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(a)          Due
Incorporation or Formation; Authorization of Agreement. Each Member that is an entity (an “Entity Member”)
is a corporation duly organized or a partnership or limited liability company duly formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation and has the corporate, partnership or company power and authority
to own its property and carry on its business as owned and carried on at the date hereof and as contemplated hereby. Each Entity
Member is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which the failure to be
so licensed or qualified would have a material adverse effect on its financial condition or its ability to perform its obligations
hereunder. Each Entity Member has the corporate, partnership or company power and authority to execute and deliver this Agreement
and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement has been duly authorized
by all necessary corporate, partnership or company action. This Agreement constitutes the legal, valid and binding obligation of
each Member.


 


(b)          No
Conflict with Restrictions; No Default. Neither the execution, delivery or performance of this Agreement nor the consummation
by such Member (or any of its Affiliates) of the transactions contemplated hereby (i) does or will conflict with, violate or result
in a breach of (or has conflicted with, violated or resulted in a breach of) any of the terms, conditions or provisions of any
law, regulation, order, writ, injunction, decree, determination or award of any court, any governmental department, board, agency
or instrumentality, domestic or foreign, or any arbitrator, applicable to such Member or any of its Affiliates, (ii) does or will
conflict with, violate, result in a breach of or constitute a default under (or has conflicted with, violated, resulted in a breach
of or constituted a default under) any of the terms, conditions or provisions of the articles of incorporation, bylaws, partnership
agreement or operating agreement of any Entity Member or any of its Affiliates or of any material agreement or instrument to which
such Member or any of its Affiliates is a party or by which such Member or any of its Affiliates is or may be bound or to which
any of its properties or assets is subject, (iii) does or will conflict with, violate, result in (or has conflicted with, violated
or resulted in) a breach of, constitute (or has constituted) a default under (whether with notice or lapse of time or both), accelerate
or permit the acceleration of (or has accelerated) the performance required by, give (or has given) to others any material interests
or rights or require any consent, authorization or approval under any indenture, mortgage, lease, agreement or instrument to which
such Member or any of its Affiliates is a party or by which such Member or any of its Affiliates or any of their properties or
assets is or may be bound or (iv) does or will result (or has resulted) in the creation or imposition of any lien upon any of the
properties or assets of such Member or any of its Affiliates.


 


(c)          Governmental
Authorizations. Any registration, declaration or filing with, or consent, approval, license, permit or other authorization
or order by, or exemption or other action of, any governmental, administrative or regulatory authority, domestic or foreign, that
was or is required in connection with the valid execution, delivery, acceptance and performance by such Member under this Agreement
or consummation by such Member (or any of its Affiliates) of any transaction contemplated hereby has been completed, made or obtained
on or before the date hereof.


 




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(d)          Litigation.
There are no actions, suits, proceedings or investigations pending, or, to the knowledge of such Member or any of its Affiliates,
threatened against or affecting such Member or any of its Affiliates or any of their properties, assets or businesses in any court
or before or by any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which could,
if adversely determined (or, in the case of an investigation could lead to any action, suit or proceeding which if adversely determined
could) reasonably be expected to materially impair such Member’s ability to perform its obligations under this Agreement
or to have a material adverse effect on the consolidated financial condition of such Member; such Member or any of its Affiliates
has not received any currently effective notice of any default, and such Member or any of its Affiliates is not in default, under
any applicable order, writ, injunction, decree, permit, determination or award of any court, any governmental department, board,
agency or instrumentality, domestic or foreign, or any arbitrator which could reasonably be expected to materially impair such
Member’s (or any of its Affiliate’s) ability to perform its obligations under this Agreement or to have a material
adverse effect on the consolidated financial condition of such Member.


 


(e)          Investigation.
Such Member is acquiring its Interest based upon its own investigation, and the exercise by such Member of its rights and the performance
of its obligations under this Agreement will be based upon its own investigation, analysis and expertise. Such Member is a sophisticated
investor possessing an expertise in analyzing the benefits and risks associated with acquiring investments that are similar to
the acquisition of its Interest.


 


(f)          Broker.
No broker, agent or other person acting as such on behalf of such Member was instrumental in consummating this transaction and
that no conversations or prior negotiations were had by such party with any broker, agent or other such person concerning the transaction
that is the subject of this Agreement.


 


(g)          Investment
Company Act. Neither such Member nor any of its Affiliates is, nor will the Company as a result of such Member holding an Interest
therein be, an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940,
as amended.


 


(h)          Securities
Matters.


 


(i)          None
of the Interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering,
issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the
representations, warranties and agreements contained in this Agreement. Such Member is an “accredited investor” as
such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.


 


(ii)         Neither
the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed
the merits of the offer or sale of the Interests. Such Member is acquiring the Interests solely for such Member’s own account
for investment and not with a view to resale or distribution thereof in violation of the Securities Act.


 




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(iii)        Such
Member is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the
offer and sale of the Interests, and no Member has taken any action which could give rise to any claim by any person for brokerage
commissions, finders’ fees (without regard to any finders’ fees payable by the Company directly) or the like relating
to the transactions contemplated hereby.


 


(iv)        Such
Member is not relying on the Company, the Manager or any of their respective officers, directors, employees, advisors or representatives
with regard to the tax and other economic considerations of an investment in the Interests, and such Member has relied on the advice
of only such Member’s advisors.


 


(v)         Such
Member understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under
the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Member agrees that
it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Interests in violation
of this Agreement.


 


(vi)        Such
Member has adequate means for providing for its current financial needs and anticipated future needs and possible contingencies
and emergencies and has no need for liquidity in the investment in the Interests.


 


(vii)       Such
Member is knowledgeable about investment considerations and has a sufficient net worth to sustain a loss of such Member’s
entire investment in the Company in the event such a loss should occur. Such Member’s overall commitment to investments which
are not readily marketable is not excessive in view of such Member’s net worth and financial circumstances and the purchase
of the Interests will not cause such commitment to become excessive. The investment in the Interests is suitable for such Member.


 


(viii)      Such
Member represents to the Company that the information contained in this subparagraph (h) and in all other writings, if any, furnished
to the Company with regard to such Member (to the extent such writings relate to its exemption from registration under the Securities
Act) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration
under federal and state securities laws in connection with the sale of the Interests.


 


Section
12.            Sale, Assignment, Transfer or other
Disposition.


 


12.1         Prohibited
Transfers. Except as otherwise provided in this Section 12, Section 5.2(b) or as approved by the Manager,
no Member shall Transfer all or any part of its Interest, whether legal or beneficial, in the Company, and any attempt to so Transfer
such Interest (and such Transfer) shall be null and void and of no effect. Notwithstanding the foregoing, and subject in all events
to the terms of the Loan Documents, either or both of BR I and BR II shall have the right, with the consent of the Manager,
at any time to pledge to a lender or creditor, directly or indirectly, all or any part of its Interest in the Company for such
purposes as it deems necessary in the ordinary course of its business and operations.


 




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12.2         Affiliate
Transfers.


 


(a)          Subject
to the provisions of Section 12.2(b) hereof, and subject in each case to the prior written approval of each Member (such
approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Interest in the Company at any time
to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate
holds such Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such
Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio, whereupon the Member having
made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise
indemnify the Company and the other Members against loss or damage under any Collateral Agreement.


 


(b)          Notwithstanding
anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section
12.2(a):


 


(i)          Any
Transfer by BR I or a BR I Transferee of up to one hundred percent (100%) of its Interest to any Affiliate of BR I, including but
not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) Bluerock Residential Holdings,
L.P. (“BR REIT LP”) or any Person that is directly or indirectly owned by BR REIT LP; (C) Bluerock
Growth Fund, LLC (“BGF”) or any Person that is directly or indirectly owned by BGF; (D) Bluerock Growth
Fund II, LLC (“BGF II”) or any Person that is directly or indirectly owned by BGF II; (E) BR II or any
Person that is directly or indirectly owned by BR II; (F) Bluerock Special Opportunity + Income Fund II, LLC (“SOIF
II”) or any Person that is directly or indirectly owned by SOIF II; (G) Bluerock Special Opportunity + Income Fund
III, LLC (“SOIF III”) or any Person that is directly or indirectly owned by SOIF III and/or (H) Bluerock
Real Estate, L.L.C. (“Bluerock”) or any Person that is directly or indirectly owned by Bluerock (collectively,
a “BR I Transferee”);


 


(ii)         Any
Transfer by BR II or a BR II Transferee of up to one hundred percent (100%) of its Interest to any Affiliate of BR II, including
but not limited to (A) BRG or any Person that is directly or indirectly owned by BRG; (B) BR REIT LP or any Person that
is directly or indirectly owned by BR REIT LP; (C) BGF or any Person that is directly or indirectly owned by BGF; (D)  BGF
II or any Person that is directly or indirectly owned by BGF II; (E) SOIF II or any Person that is directly or indirectly owned
by SOIF II; (F) SOIF III or any Person that is directly or indirectly owned by SOIF III; (G) BR I or any Person that
is directly or indirectly owned by BR I; and/or (H) Bluerock or any Person that is directly or indirectly owned by Bluerock
(collectively, a “BR II Transferee”);


 




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(iii)        Any
Transfer by Carroll Member of up to one hundred percent (100%) of its Interest to an Affiliate of Carroll Parent (a “Carroll
Transferee”), it being expressly understood and agreed that transfers of ownership interests in Carroll shall not be
prohibited as long as at least one of the Key Individuals (collectively or individually) remains actively involved in the operation
and management of Carroll Member (to the extent that it continues to hold, or control, any interest in the Company), Carroll Parent
and any Carroll Transferee, and provided that (i) the Transfer does not require any approval by Lender (if approval thereof by
Lender is required, then such approval must be obtained as a prerequisite to any such Transfer by Carroll Member) and (ii) satisfactory
evidence is provided to Manager confirming the status of such Carroll Transferee. Any fees owing to Lender or incurred by Manager
relating to such Transfer shall be paid solely by Carroll Member.


 


provided however, no Transfer shall be
permitted and shall be void ab initio if it shall violate any “Transfer” provision of any applicable Collateral
Agreement with third party lenders.


 


(c)          Upon
the execution by any such BR I Transferee or BR II Transferee or Carroll Transferee of such documents necessary to admit such party
into the Company and to cause the BR I Transferee or BR II Transferee or Carroll Transferee (as applicable) to become bound by
this Agreement, the BR I Transferee or BR II Transferee or Carroll Transferee (as applicable) shall become a Member, without any
further action or authorization by any other Member.


 


12.3         Admission
of Transferee; Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided
in Section 5.2(b), no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted
as a Member under this Section 12.3.


 


(a)          If
a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee
executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees
and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee
execute such documents and deliver such certificates to the Company and the remaining Members as may be required by applicable
law or otherwise advisable; and


 


(b)          Notwithstanding
the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no
effect and void ab initio, and such transferee shall not become a Member or an owner of the purportedly transferred Interest,
if the Manager determines in its sole discretion that:


 


(i)          the
Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws;


 


(ii)         the
Transfer would result in a termination of the Company under Code Section 708(b);


 


(iii)        as
a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of
1940, as amended, or any rules or regulations promulgated thereunder;


 




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(iv)        if
as a result of such Transfer the aggregate value of Interests held by “benefit plan investors” including at least one
benefit plan investor that is subject to ERISA, could be “significant” (as such terms are defined in U.S. Department
of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “plan
assets” for purposes of ERISA;


 


(v)         as
a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse
federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(v),
a Beneficial Owner indirectly owning an interest in the Company through a Flow-Through Entity shall be considered a member, but
only if (i) substantially all of the value of the Beneficial Owner’s interest in the Flow-Through Entity is attributable
to the Flow-Through Entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the Manager,
a principal purpose of the use of the Flow-Through Entity is to permit the Company to satisfy the 100-member limitation; or


 


(vi)        the
transferor failed to comply with the provisions of Sections 12.2(a) or (b).


 


The Manager may require
the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from
any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations
under this Section 12.3.


 


12.4         Withdrawals.
Each of the Members does hereby covenant and agree that it will not withdraw, resign, retire or disassociate from the Company,
except as a result of a Transfer of its entire Interest in the Company permitted under the terms of this Agreement and that it
will carry out its duties and responsibilities hereunder until the Company is terminated, liquidated and dissolved under Section 13.
No Member shall be entitled to receive any distribution or otherwise receive the fair market value of its Interest in compensation
for any purported resignation or withdrawal not in accordance with the terms of this Agreement.


 


Section
13.            Dissolution.


 


13.1         Limitations.
The Company may be dissolved, liquidated and terminated only pursuant to the provisions of this Section 13, and, to the
fullest extent permitted by law but subject to the terms of this Agreement, the parties hereto do hereby irrevocably waive any
and all other rights they may have to cause a dissolution of the Company or a sale or partition of any or all of the Company’s
assets.


 


13.2         Exclusive
Events Requiring Dissolution. The Company shall be dissolved only upon the earliest to occur of the following events (each
a “Dissolution Event”):


 


(a)          the
expiration of the specific term set forth in Section 2.5;


 


(b)          at
any time at the election of the Manager in writing;


 




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(c)          at
any time there are no Members (unless otherwise continued in accordance with the Act); or


 


(d)          the
entry of a decree of judicial dissolution pursuant to Section 18-802 of the Act.


 


13.3         Liquidation.
Upon the occurrence of a Dissolution Event, the business of the Company shall be continued to the extent necessary to allow an
orderly winding up of its affairs, including the liquidation of the assets of the Company pursuant to the provisions of this Section 13.3,
as promptly as practicable thereafter, and each of the following shall be accomplished:


 


(a)          The
Manager shall cause to be prepared a statement setting forth the assets and liabilities of the Company as of the date of dissolution,
a copy of which statement shall be furnished to all of the Members.


 


(b)          The
property and assets of the Company shall be liquidated or distributed in kind under the supervision of the Manager as promptly
as possible, but in an orderly, businesslike and commercially reasonable manner.


 


(c)          Any
gain or loss realized by the Company upon the sale of its property shall be deemed recognized and allocated to the Members in the
manner set forth in Section 7.2. To the extent that an asset is to be distributed in kind, such asset shall be deemed to
have been sold at its fair market value on the date of distribution, the gain or loss deemed realized upon such deemed sale shall
be allocated in accordance with Section 7.2 and the amount of the distribution shall be considered to be the fair market
value of such asset.


 


(d)          The
proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of
priority:


 


(i)          to
the satisfaction of the debts and liabilities of the Company (contingent or otherwise) and the expenses of liquidation or distribution
(whether by payment or reasonable provision for payment), other than liabilities to Members or former Members for distributions;


 


(ii)         to
the satisfaction of loans made pursuant to Section 5.2(b) in proportion to the outstanding balances of such loans at
the time of payment;


 


(iii)        the
balance, if any, to the Members in accordance with Section 6.1.


 


13.4         Continuation
of the Company. Notwithstanding anything to the contrary contained herein, the death, retirement, resignation, expulsion, bankruptcy,
dissolution or removal of a Member shall not in and of itself cause the dissolution of the Company, and the Members are expressly
authorized to continue the business of the Company in such event, without any further action on the part of the Members.


 




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Section
14.           Indemnification.


 


14.1         Exculpation
of Members. No Member, Manager, representative or officer of the Company shall be liable to the Company or to the other Members
for damages or otherwise with respect to any actions or failures to act taken or not taken relating to the Company, except to the
extent any related loss results from fraud, gross negligence or willful or wanton misconduct on the part of such Member, Manager,
representative or officer or the willful breach of any obligation under this Agreement.


 


14.2         Indemnification
by Company. The Company hereby indemnifies, holds harmless and defends the Members, the Manager, any officers and each of their
respective agents, officers, directors, managers, members, partners, shareholders and employees from and against any loss, expense,
damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’
fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim)
by reason of or arising out of (i) their activities on behalf of the Company or in furtherance of the interests of the Company,
including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company
or any of its assets (but specifically excluding from such indemnity by the Company any so called “bad boy” guaranties
or similar agreements which provide for recourse as a result of failure to comply with covenants, willful misconduct or gross negligence),
(ii) their status as Members, Manager, representatives, employees or officers of the Company, or (iii) the Company’s
assets, property, business or affairs (including, without limitation, the actions of any officer, director, member, manager or
employee of the Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as
a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any
obligation under this Agreement by the indemnified party. For the purposes of this Section 14.2, officers, directors,
employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection
with this Agreement shall be considered representatives of such Member for the purposes of this Section 14. Reasonable
expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid
or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of (x) written
affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary
for indemnification by the Company and (y) a written undertaking by or on behalf of such Person to repay such amount if it
shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which
undertaking shall be an unlimited general obligation of the indemnified party but need not be secured.


 


14.3         General
Indemnification by the Members.


 


(a)          Notwithstanding
any other provision contained herein, each Member (the “Indemnifying Party”) hereby indemnifies and holds harmless
the other Members, the Manager, the Company and each of their Subsidiaries and their agents, officers, directors, managers, members,
partners, shareholders and employees (each, an “Indemnified Party”) from and against all losses, costs, expenses,
damages, claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of (i) any breach
of any obligation of the Indemnifying Party under this Agreement, or (ii) any breach of any obligation by or any inaccuracy
in or breach of any representation or warranty made by the Indemnifying Party, whether in this Agreement or in any other agreement,
with respect to the conveyance, assignment, contribution or other transfer of the Property (or interests therein, including the
Company Interest), assets, agreements, rights or other interests conveyed, assigned, contributed or otherwise transferred to the
Company (collectively, the “Inducement Agreements”).


 




    27


     


    

 


(b)          Except
as otherwise provided herein or in any other agreement, recourse for the indemnity obligations of the Members under this Section
14.3 shall be limited to such Indemnifying Party’s Interest in the Company.


 


(c)          The
indemnities, contributions and other obligations under this Agreement shall be in addition to any rights that any Indemnified Party
may have at law, in equity or otherwise. The terms of this Section 14 shall survive termination of this Agreement.


 


Section
15.            Reserved.


 


Section
16.            Miscellaneous.


 


16.1         Notices.


 


(a)          All
notices, requests, approvals, authorizations, consents and other communications required or permitted under this Agreement shall
be in writing and shall be (as elected by the Person giving such notice) hand delivered by messenger or overnight courier service,
mailed (airmail, if international) by registered or certified mail (postage prepaid), return receipt requested, or sent via facsimile
(provided such facsimile is immediately followed by the delivery of an original copy of same via one of the other foregoing delivery
methods) addressed to:


 


If to BR I:


 


c/o Bluerock Real Estate, L.L.C.


712 Fifth Avenue, 9th
Floor


New York, New York 10019


Attn: Jordan
B. Ruddy and Michael L. Konig, Esq.


Facsimile:
(646) 278-4220


 


If to BR II:


 


c/o Bluerock Real Estate, L.L.C.


712 Fifth Avenue, 9th
Floor


New York, New York 10019


Attn: Jordan
B. Ruddy and Michael L. Konig, Esq.


Facsimile:
(646) 278-4220


 




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If to Carroll
Member:


 


c/o Carroll Organization, LLC

3340 Peachtree Road, Suite 1620

Atlanta, Georgia 30326

Attention: M. Patrick Carroll


Facsimile No. (404) 523-9372


 


With a copy to:


 


Morris, Manning & Martin LLP

1600 Atlanta Financial Center

3343 Peachtree Road, NE

Atlanta, Georgia 30326

Attention: Corey B. May, Esq.

Facsimile: (404) 365-9532


 


(b)          Each
such notice shall be deemed delivered (i) on the date delivered if by hand delivery or overnight courier service or facsimile,
and (ii) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities
as not deliverable, as the case may be, if mailed (provided, however, if such actual delivery occurs after 5:00 p.m. (local time
where received), then such notice or demand shall be deemed delivered on the immediately following business day after the actual
day of delivery).


 


(c)          By
giving to the other parties at least fifteen (15) days written notice thereof, the parties hereto and their respective successors
and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective
notice addresses.


 


16.2         Governing
Law. This Agreement and the rights of the Members hereunder shall be governed by, and interpreted in accordance with, the laws
of the State of Delaware. The Company and each Member agree that any dispute among or between them concerning the Company or this
Agreement shall be litigated in the state or federal courts sitting in the City of New York, State of New York. Each of the parties
hereto irrevocably submits to the jurisdiction of the New York State courts and the Federal courts sitting in the State of New
York and agree that all matters involving this Agreement shall be heard and determined in such courts. Each of the parties hereto
waives irrevocably the defense of inconvenient forum to the maintenance of such action or proceeding. To the fullest extent permitted
by applicable law, in any such suit, action or proceeding, the Company and each of the Members irrevocably and unconditionally
waive any right it may have to a trial by jury. Each of the parties hereto designates CT Corporation System, 1633 Broadway, New
York, NY 10019, as its agent for service of process in the State of New York, which designation may only be changed on not less
than ten (10) days’ prior notice to all of the other parties.


 




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16.3         Successors.
This Agreement shall be binding upon, and inure to the benefit of, the parties and their successors and permitted assigns. Except
as otherwise provided herein, any Member who Transfers its Interest as permitted by the terms of this Agreement shall have no further
liability or obligation hereunder, except with respect to claims arising prior to such Transfer.


 


16.4         Pronouns.
Whenever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular
and the plural, and pronouns stated in either the masculine, the feminine or the neuter gender shall include the masculine, feminine
and neuter.


 


16.5         Table
of Contents and Captions Not Part of Agreement. The table of contents and captions contained in this Agreement are inserted
only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provisions hereof.


 


16.6         Severability.
If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction or in any respect, then
the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired,
and the Members shall use their best efforts to amend or substitute such invalid, illegal or unenforceable provision with enforceable
and valid provisions which would produce as nearly as possible the rights and obligations previously intended by the Members without
renegotiation of any material terms and conditions stipulated herein.


 


16.7         Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same instrument.


 


16.8         Entire
Agreement and Amendment. This Agreement and the other written agreements described herein between the parties hereto entered
into as of the date hereof, constitute the entire agreement between the Members relating to the subject matter hereof. In the event
of any conflict between this Agreement or such other written agreements, the terms and provisions of this Agreement shall govern
and control.


 


16.9         Further
Assurances. Each Member agrees to execute and deliver any and all additional instruments and documents and do any and all acts
and things as may be necessary or expedient to effectuate more fully this Agreement or any provisions hereof or to carry on the
business contemplated hereunder.


 


16.10       No
Third Party Rights. The provisions of this Agreement are for the exclusive benefit of the Members and the Company, and no other
party (including, without limitation, any creditor of the Company) shall have any right or claim against any Member by reason of
those provisions or be entitled to enforce any of those provisions against any Member.


 


16.11       Incorporation
by Reference. Every Exhibit and Annex attached to this Agreement is incorporated in this Agreement by reference.


 




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16.12       Limitation
on Liability. Except as set forth in Section 14 or as set forth in Section 5.2(b), the Members shall
not be bound by, or be personally liable for, by reason of being a Member, a judgment, decree or order of a court or in any other
manner, for the expenses, liabilities or obligations of the Company, and the liability of each Member shall be limited solely to
the amount of its Capital Contributions as provided under Section 5. Except as set forth in Section 5.2(b),
any claim against any Member (the “Member in Question”) which may arise under this Agreement shall be made only
against, and shall be limited to, such Member in Question’s Interest, the proceeds of the sale by the Member in Question
of such Interest or the undivided interest in the assets of the Company distributed to the Member in Question pursuant to Section 13.3(d)
hereof. Except as set forth in Section 5.2(b), any right to proceed against (i) any other assets of the Member
in Question or (ii) any agent, officer, director, member, manager, partner, shareholder or employee of the Member in Question
or the assets of any such Person, as a result of such a claim against the Member in Question arising under this Agreement or otherwise,
is hereby irrevocably and unconditionally waived.


 


16.13       Remedies
Cumulative. The rights and remedies given in this Agreement and by law to a Member shall be deemed cumulative, and the exercise
of one of such remedies shall not operate to bar the exercise of any other rights and remedies reserved to a Member under the provisions
of this Agreement or given to a Member by law. In the event of any dispute between the parties hereto, the prevailing party(ies)
shall be entitled to recover from the other party reasonable attorney’s fees and costs incurred in connection therewith.


 


16.14       No
Waiver. One or more waivers of the breach of any provision of this Agreement by any Member shall not be construed as a waiver
of a subsequent breach of the same or any other provision, nor shall any delay or omission by a Member to seek a remedy for any
breach of this Agreement or to exercise the rights accruing to a Member by reason of such breach be deemed a waiver by a Member
of its remedies and rights with respect to such breach.


 


16.15       Limitation
On Use of Names. Notwithstanding anything contained in this Agreement or otherwise to the contrary, each Member as to itself
agrees that neither it nor any of its Affiliates, agents or representatives is granted a license to use or shall use the name of
any other Member under any circumstances whatsoever, except such name may be used in furtherance of the business of the Company
but only as and to the extent approved by the Manager.


 


16.16       Publicly
Traded Partnership Provision. Each Member hereby severally covenants and agrees with the other Members for the benefit of such
Members, that (i) it is not currently making a market in Interests in the Company and will not in the future make such a market
and (ii) it will not Transfer its Interest on an established securities market, a secondary market or an over-the-counter
market or the substantial equivalent thereof within the meaning of Code Section 7704 and the Regulations, rulings and other pronouncements
of the U.S. Internal Revenue Service or the Department of the Treasury thereunder. Each Member further agrees that it will not
assign any Interest in the Company to any assignee unless such assignee agrees to be bound by this Section 16.16 and
to assign such Interest only to such Persons who agree to be similarly bound.


 




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16.17       Uniform
Commercial Code. The interest of each Member in the Company shall be an “uncertificated security” governed by Article 8
of the Delaware UCC and the UCC as enacted in the State of New York (the “New York UCC”), including, without
limitation, (i) for purposes of the definition of a “security” thereunder, the interest of each Member in the
Company shall be a security governed by Article 8 of the Delaware UCC and the New York UCC and (ii) for purposes of the definition
of an “uncertificated security” thereunder. By their execution of this Agreement, the Members and Manager expressly
revoke any prior election of the Company to “certificate” the membership interests in the Company and any existing
certificates outstanding with respect to the membership interests are expressly withdrawn, terminated and cancelled and, for all
purposes, deemed null and void.


 


16.18       No
Construction Against Drafter. This Agreement has been negotiated and prepared by the Members and their respective attorneys
and, should any provision of this Agreement require judicial interpretation, the court interpreting or construing such provision
shall not apply the rule of construction that a document is to be construed more strictly against one party.


 


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IN WITNESS WHEREOF, the Members have executed
this Second Amended and Restated Limited Liability Company Agreement as of the date set forth above.


 


	 	MEMBERS:
	 	 	 	 	 
	 	BR Springhouse Managing Member, LLC,
	 	a Delaware limited liability company
	 	 	 	 	 
	 	By: 	/s/ Jordan Ruddy
	 	 	 Jordan Ruddy, Authorized Signatory
	 	 	 	 	 
	 	BR Springhouse TRS, LLC,
	 	a Delaware limited liability company
	 	 	 	 	 
	 	By:	Bluerock Residential Holdings, L.P.,
	 	 	a Delaware limited partnership
	 	Its:	Sole Member
	 	 	 	 	 
	 	 	By:	Bluerock Residential Growth REIT, Inc.,
	 	 	 	a Maryland corporation
	 	 	Its:	General Partner
	 	 	 	 	 
	 	 	 	By: 	/s/ Michael L. Konig
	 	 	 	Name: 	Michael L. Konig
	 	 	 	Its:	Chief Operating Officer, Secretary
	 	 	 	 	and General Counsel


 


[Signature Page to Amended and Restated
Limited Liability Company


Agreement of BR Hawthorne Springhouse JV,
LLC]


 




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	 	CARROLL CO-INVEST IV ROSWELL, LLC, 
	 	a Georgia limited liability company 
	 	 	 	 	 	 	 	 
	 	By:	Carrroll Multi-Family Real Estate Fund IV, LP,
	 	 	a Delaware limited partnership, it manager
	 	 	 	 	 	 	 	 
	 	 	By:	MPC Property Holdings IV, LLC,
	 	 	 	a Georgia limited liability company, its general partner
	 	 	 	 	 	 	 	 
	 	 	 	By:	MPC Partnership Holdings LLC,
	 	 	 	 	a Georgia limited liability company, its sole member
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	P. Carroll Capital Partners, LLC,
	 	 	 	 	 	a Georgia limited liability company, its managing member
	 	 	 	 	 	 	 	 
	 	 	 	 	 	By:	HUP Investment Company, LLC,
	 	 	 	 	 	 	a Georgia limited liability company, its sole member
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	/s/ M. Patrick Carroll
	 	 	 	 	 	 	Name:	M. Patrick Caroll
	 	 	 	 	 	 	Its:	Sole Member


 


[Signature Page to Amended and Restated
Limited Liability Company


Agreement of BR Hawthorne Springhouse JV,
LLC]


 




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EXHIBIT A


 


Capital Contributions and Percentage
Interests


 


	Member Name	 	Initial Capital
 Contribution	 	 	Percentage Interest	 
	 	 	 	 	 	 	 
	BR Springhouse Managing Member, LLC	 	$	25,447,020.25	 	 	 	97.902	%
	 	 	 	 	 	 	 	 	 
	BR Springhouse TRS, LLC	 	$	25,472.49	 	 	 	0.098	%
	 	 	 	 	 	 	 	 	 
	Carroll Co-Invest IV Roswell, LLC	 	$	519,846.79	 	 	 	2.000	%