Exhibit 10.338


 


 






 


LIMITED LIABILITY COMPANY AGREEMENT


 


OF


 


BR CARROLL SW FL PORTFOLIO JV, LLC


 


A DELAWARE LIMITED LIABILITY COMPANY


 


DATED AS OF JANUARY 5, 2016


 


 






 




     


     


    

 


LIMITED LIABILITY COMPANY
AGREEMENT


OF


BR CARROLL SW FL PORTFOLIO JV, LLC


 


THIS LIMITED LIABILITY
COMPANY AGREEMENT of BR CARROLL SW FL PORTFOLIO JV, LLC (“JV” or “Company”) is made
and entered into and is effective as of January 5, 2016, by and between BR SW FL Portfolio JV Member, LLC, a Delaware limited
liability company (“Bluerock”) and Carroll Co-Invest IV SW FL Portfolio, LLC, a Georgia limited liability
company (“Carroll”) (this “Agreement”). Capitalized terms used herein shall have the meanings
ascribed to such terms in this Agreement.


 


Effective as of January
5, 2016, the Members, by execution of this Agreement, hereby form the Company as a limited liability company pursuant to and in
accordance with the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seq.), as amended from time to time (the
“Act”), and this Agreement; and the Members hereby agree 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 with respect to any Person (i) more than ten percent (10%) of the issued and outstanding stock of which, or more than
ten percent (10%) of the ownership interests of which, is owned, directly or indirectly, by a Person, including a Member, (ii)
that now or hereafter owns, directly or indirectly, more than a ten percent (10%) ownership interest in a Person, including the
Company or in any Member, (iii) any agent, trustee, officer, director, employee, partner, member, manager or shareholder or member
of the family of such Person (or any member of the family of any such agent, trustee, officer, director, employee, partner, member,
manager or shareholder) or (iv) any corporation, partnership, limited liability company, trust or other entity that, directly or
indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. The
term “control” (including the terms “controlled by” and “under common control with”) means
the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise. The term “family” shall be deemed to include
spouses, children, parents, brothers and sisters, and the spouse, children, parents, brothers and sisters of such spouse’s
children, parents, brothers and sisters.


 




     


     


    

 


“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 Limited Liability Company Agreement, as amended from time to time.


 


“Annual Business
Plan” shall mean, with respect to each Property, the business plan for a Fiscal Year of the Company prepared by Property
Manager and approved by the Members as further described in Section 9.3 (sometimes collectively referred to herein as the
“Annual Business Plans”).


 


“Applicable
Adjustment Percentage” shall have the meaning set forth in Section 5.2(b)(3).


 


“Backstop Agreement(s)”
shall mean those certain agreements providing for the allocation of liability and contribution for losses arising from any “bad
boy” guaranties constituting part of the Loan Documents.


 


“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.


 


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


 


“Bluerock”
shall have the meaning provided in the first paragraph of this Agreement.


 


“Bluerock Transferee”
shall have the meaning set forth in Section 12.2(b)(2).


 




    	 	-2-	 



     


    

 


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


 


“BR Growth”
shall mean Bluerock Growth Fund, LLC, a Delaware limited liability company.


 


“BR Growth II”
shall mean Bluerock Growth Fund II, LLC, a Delaware limited liability company.  


 


“BR SOIF II”
shall mean Bluerock Special Opportunity + Income Fund II, LLC, a Delaware limited liability company.


 


“BR SOIF III”
shall mean Bluerock Special Opportunity + Income Fund III, LLC, a Delaware limited liability company.


 


“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”
shall have the meaning provided in the first paragraph of this Agreement.


 


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


 


“Carroll Change
Event” shall mean (i) gross negligence, willful misconduct, fraud or bad faith by Carroll or any of its Affiliates in
connection with or relating to the Company or the Property or any portion thereof; (ii) a Bankruptcy/Dissolution Event shall have
occurred with respect to Carroll or Property Manager; or (iii) failure to satisfy the Carroll Ownership/Control Requirement.


 


“Carroll Ownership/Control
Requirement” as of any particular date means that each of the following conditions is satisfied: (i) at least one of
the Key Individuals is not then dead, insane as determined by a qualified physician, incapacitated as determined by a qualified
physician, or the subject of a Bankruptcy/Dissolution Event; and (ii) at least one of the Key Individuals is actively involved
in the operation and management of (a) Carroll or Carroll Parent and (b) CMG.


 


“Carroll Transferee”
shall have the meaning set forth in Section 12.2(b)(1).


 


“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 (or the Subsidiary owning the
Property), (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 (or the Subsidiary owning the Property) (including on loans by Members to the Company),
(iii) all sums expended by the Company (or any Subsidiary owning the Property) for capital expenditures, (iv) all prepaid expenses
of the Company (or any Subsidiary owning the Property), and (v) all sums expended by the Company (or any Subsidiary owning the
Property) which are otherwise capitalized.


 




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“Cause”
shall mean gross negligence, willful misconduct, fraud, bad faith or a Bankruptcy/Dissolution Event, or a termination of the Management
Agreement by or at the behest of a third-party lender under an applicable Collateral Agreement.


 


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


 


“Citation Club
Property” shall have the meaning provided in Section 3.


 


“CMG”
shall mean Carroll Management Group, LLC, a Georgia limited liability company.


 


“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 (including, without limitation, the Management Agreement and
the Cost Sharing Agreement).


 


“Company”
shall mean BR Carroll SW FL Portfolio JV, LLC, a Delaware limited liability company organized under the Act.


 


“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 10.01.


 


“Controllable
Expenses” shall mean all expenses, other than Uncontrollable Expenses, incurred by the Company or any Subsidiary of the
Company with respect to the Property.


 


“Cost Sharing
Agreement” shall mean the Agreement Regarding Purchase and Sale Contract & Acquisition Loan Fees and Deposits, dated
November 23, 2015 by and between Bluerock Residential Holdings, L.P. and Carroll Acquisitions, LLC with respect to the Property.


 


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


 


“Default Loan”
shall have the meaning provided in Section 5.2(b)(1).


 


“Default Loan
Rate” shall have the meaning provided in Section 5.2(b)(1).


 




    	 	-4-	 



     


    

 


“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 an amount equal to the Cash Flow of the Company
for such month or other period, as applicable, as reduced by reserves for anticipated capital expenditures, future working capital
needs and operating expenses, contingent obligations and other purposes of the Company or any Subsidiary, the amounts of which
shall be reasonably determined from time to time by the Management Committee.


 


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


 


“Emergency Expenditure”
shall have the meaning provided in the Management Agreement.


 


“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.


 


“Imputed Closing
Costs” means an amount (not to exceed one and one quarter percent (1.25%) of the purchase price) that would normally
be incurred by the Company or a Subsidiary if the Property were sold for an amount specified in Section 15.1 or Section
15.2 (as applicable), for title insurance premiums, survey costs, brokerage commissions, legal fees, and other commercially
reasonable closing costs.


 


“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 14.4(a).


 


“Indemnifying
Party” shall have the meaning provided in Section 14.4(a).


 


“Inducement Agreements”
shall have the meaning provided in Section 14.4(a).


 


“Initial Business Plan”
shall have the meaning provided in Section 9.3(a).


 




    	 	-5-	 



     


    

 


“Initiating Member”
shall have the meaning provided in Section 15.2(a).


 


“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.


 


“Internal Rate
of Return” and “IRR” shall mean, as of any date, the internal rate of return on the Total Investment
of a Member to such date, calculated to be that discount rate (expressed on a percent per annum basis) which, when divided by twelve
(12), compounded annually and applied to such Total Investment and the corresponding Distributions with respect thereto, causes
the net present value, as of such date, of such Distributions and Total Investment to equal zero (calculated with the “XIRR”
function in Microsoft Excel and using the latest version of Microsoft Excel available as of the date hereof). For this purpose,
Capital Contributions and Distributions shall be assumed to have occurred as of the end of the month in which such Capital Contribution
or Distribution takes place. For purposes of determining the Internal Rates of Return hereunder, calculations shall be denominated
and calculated in US Dollars.


 


“Key Individual”
shall mean each of Patrick Carroll and Joshua Champion.


 


“Loan”
shall mean, with respect to the Citation Club Property, that certain acquisition loan in the initial principal amount of Twenty
Six Million Nine Hundred Twenty Five Thousand and 00/100 Dollars ($26,925,000.00) originally made by Jones Lang LaSalle Multifamily,
LLC for and on behalf of Freddie Mac, as the assignee thereof (“JLL”), which is secured by the Citation Club
Property, and with respect to the Summer Wind Property, that certain acquisition loan in the initial principal amount of Thirty
Two Million Six Hundred Twenty Six Thousand and 00/100 Dollars ($32,626,000.00) originally made by JLL, which is secured by the
Summer Wind Property (sometimes collectively referred to herein as the “Loans”).


 


“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.


 


“Major Decision”
means any decision for the Company to take, or refrain from taking, any action or incurring any obligation with respect to the
following matters (or the effectuation of any such action or obligation):


 


		(i)	any merger, conversion or consolidation involving the
Company or any Subsidiary or the sale, lease, transfer, exchange or other disposition of all or substantially all of the Company’s
assets or all of the Interests of the Members in the Company, in one or a series of related transactions;



 


		(ii)	except as expressly provided in Section 12 with
respect to Transfers by Bluerock or a Bluerock Transferee to a Bluerock Transferee and with respect to Transfers by Carroll as
permitted thereunder, the admission or removal of any Member or the Company’s issuance to any third party of any equity
interest in the Company (including interests convertible into, or exchangeable for, equity interests in the Company);



 




    	 	-6-	 



     


    

 


		(iii)	except upon the occurrence of any Dissolution Event,
any liquidation, dissolution or termination of the Company or any Subsidiary;



 


		(iv)	giving, granting or undertaking any options, rights of
first refusal, deeds of trust, mortgages, pledges, ground leases, security or other interests in or encumbering the Property,
any portion thereof or any other material assets;



 


		(v)	selling, conveying or effecting any other direct or indirect
transfer of the Property, any Subsidiary or other material asset of the Company or any portion thereof or the entering into of
any agreement, commitment or assumption with respect to any of the foregoing;



 


		(vi)	acquiring, directly or through any Subsidiaries, by purchase,
ground lease or otherwise, any real property or other material asset or the entry into of any agreement, commitment or assumption
with respect to any of the foregoing, or the making or posting of any deposit (refundable or non-refundable);



 


		(vii)	taking any action by the Company or any Subsidiary that
is reasonably likely to result in any Member or any of its Affiliates having individual liability under any so called “bad
boy” guaranties or similar agreements provided to third party lenders in respect of financings relating to the Company,
the Subsidiaries or any of their assets which provide for recourse as a result of willful misconduct, fraud or gross negligence
or failure to comply with the covenants or any other provisions of such “bad boy” guaranties;



 


		(viii)	institute or settle any Company or Subsidiary legal claims
in excess of $50,000;



 


		(ix)	employ, enter into any contract with (or materially modify
any contract with), or otherwise compensate, directly or indirectly, the Manager or any Affiliate of the Manager;



 


		(x)	amend, modify, recast, refinance or replace any financing
to which the Company or a Subsidiary is a party or which encumbers the Property or any portion thereof;



 


		(xi)	incur on behalf of the Company or a Subsidiary during
any year any capital expenditures in excess of $50,000 in the aggregate unless pursuant to an Annual Business Plan approved by
the Members;



 


		(xii)	make any loan to any Member, except as expressly provided
for in this Agreement;



 


		(xiii)	cause or permit the Company or a Subsidiary to file for
or fail to contest a bankruptcy proceeding, or seek or permit a receivership or make an assignment for the benefit of its creditors;



 


		(xiv)	terminate either Management Agreement or issue a notice
of default pursuant to either Management Agreement; provided, however, that (A) any such termination shall be subject to the terms
of the applicable Management Agreement and (B) in the event of a default by CMG under the applicable Management Agreement, which
default is not cured in any available cure period, only Bluerock shall be authorized to take any action with respect to any remedies
on behalf of the Company or any Subsidiary, including the right to terminate the applicable Management Agreement, and to solicit
bids for, and enter into any replacement Management Agreement with, any replacement manager thereunder;



 




    	 	-7-	 



     


    

 


		(xv)	cause or permit any of the organizational documents,
including this Agreement, of the Company or of any Subsidiary of the Company to be amended in any manner, other than any amendment
(A) required (1) by a lender to the Company or any Subsidiary of the Company or (2) in order for a REIT Member to qualify as a
“real estate investment trust” under the Code, in each case, to the extent such amendment referenced in clauses (1)
and (2) of this subparagraph does not result in the dilution of any Member, does not adversely affect any Member’s right
to Distributions pursuant to Section 6 and does not otherwise have a materially adverse effect on the rights of any Member, or
(B) that is solely ministerial in nature to reflect or implement this Agreement under its express terms (such as, for example,
to periodically update the Members’ respective Capital Contribution amounts, Percentage Interests or Management Committee
representatives on Exhibit A); or



 


		(xvi)	make distributions to the Members, except in accordance
with Section 6 hereof.



 


“Management
Agreement” shall mean, each property management agreement to be entered into between the Company (or any Subsidiary of
the Company), as owner, and Property Manager, as manager, pursuant to which Property Manager will provide certain management services
for each Property, to be in the form or forms attached hereto as Exhibit C (sometimes collectively referred to herein as
the “Management Agreements”).


 


“Management
Committee” shall have the meaning provided in Section 9.2(a).


 


“Manager”
shall have the meaning provided in Section 9.1(a).


 


“Material
Deviation” shall have the meaning provided in Section 9.3(f).


 


“Member”
and “Members” shall mean Bluerock, Carroll 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.


 


“Member Minimum
Gain” shall mean an amount, determined in accordance with Regulations Section 1.704-2(i)(3) with respect to each
Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a
Nonrecourse Liability.


 


“Member Nonrecourse
Debt” shall have the meaning given the term “partner nonrecourse debt” in Regulations Section 1.704-2(b)(4).


 


“Member Nonrecourse
Deductions” shall have the meaning given the term “partner nonrecourse deductions” in Regulations Section 1.704-2(i).


 




    	 	-8-	 



     


    

 


“Minimum Return”
shall mean a cash-on-cash return on a Member’s total Capital Contributions to the Company equal to, when determined on a
quarterly basis and annualized, ten percent (10%).


 


“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 set forth in Section 16.17.


 


“Non-Initiating Member”
shall have the meaning provided in Section 15.2(a).


 


“Nonrecourse
Deduction” shall have the meaning given such term in Regulations Section 1.704-2(b)(1).


 


“Nonrecourse
Liability” shall have the meaning given such term in Regulations Section 1.704-2(b)(3).


 


“Offer” shall
have the meaning provided in Section 15.2(a).


 


“Offeror” shall
have the meaning provided in Section 15.1(b).


 


“Offeree” shall
have the meaning provided in Section 15.1(b).


 


“Owner”
shall mean, individually or collectively, as context may require, BR Carroll Palmer Ranch, LLC, with respect to the Citation Club
Property, and BR Carroll Naples, LLC with respect to the Summer Wind Property.


 


“Ownership Entity”
shall have the meaning provided in Section 15.2(a).


 


“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.


 


“Preferred Return”
shall mean, with regard to any and all Capital Contributions made by a Member the greater of (a) an Internal Rate of Return equal
to ten percent (10%) or (b) a return on such capital contributions equal to a 1.3 multiple thereof. The Preferred Return shall
be calculated from the date that any such Capital Contributions are made including, in the case of any amounts funded pursuant
to the Cost Sharing Agreement, the date such amounts are actually funded under the Cost Sharing Agreement.


 


“Property”
shall have the meaning provided in Section 3.


 


“Property Management
Fee” shall have the meaning provided in Section 9.7.


 




    	 	-9-	 



     


    

 


“Property Manager”
shall mean CMG so long as the initial Management Agreement is in full force and effect with respect to either Property, and, thereafter,
the entity performing similar services for the Company (or any Subsidiary that owns the Property) with respect to the applicable
Property.


 


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


 


“Protective
Capital Call” shall mean a Capital Call necessary or advisable to (a) protect the Company’s (or any Subsidiary’s)
interest in the Property (e.g., payment of taxes, repair of the Property following uninsured damage thereto, payment of insurance
premiums, etc.); (b) to prevent a default with respect to any financing obtained by the Company or any Subsidiary (e.g., payment
of debt service following an operating shortfall, reserves required by the lender, a reduction in principal required by the lender
to meet loan to value requirements); or (c) funds required to refinance the Property when the current financing has matured or
will mature in the near future (e.g., commitment fees, loan application fees, equity infusions to meet market loan to value requirements,
etc.).


 


“Purchase Agreement”
shall mean that certain Escrow Instructions and Purchase and Sale Agreement, dated October 30, 2015, by and between Carroll Acquisitions,
LLC (“Carroll Acquisitions”), and the seller party named therein, pursuant to which Carroll Acquisitions has
contracted to acquire the Property.


 


“Pursuer”
shall have the meaning provided in Section 10.3.


 


“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.


 


“Reimbursable
Expenses” shall have the meaning provided in the Management Agreement.


 


“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.


 


“Representatives”
shall have the meaning provided in Section 9.2(a).


 


“Response Period”
shall have the meaning provided in Section 15.2(b).


 


“Sale Notice”
shall have the meaning provided in Section 15.2(a).


 


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


 




    	 	-10-	 



     


    

 


“Seller”
shall mean, with respect to the Purchase Agreement, Citation 320 Delaware, LLC, as to the Citation Club Property, and Summer Wind
368 Delaware, LLC, as to the Summer Wind Property.


 


“SOIFs”
shall mean, collectively, BR SOIF II and BR SOIF III.


 


“Subsidiary”
shall mean, with respect to any Person, any corporation, partnership, limited liability company or other entity of which at least
a majority of the capital stock or other equity securities is owned by such Person.


 


“Summer Wind
Property” shall have the meaning provided in Section 3.


 


“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.


 


“Uncontrollable
Expenses” shall mean the following expenses with respect to the Company, Subsidiary or Property: taxes and insurance;
licenses; utilities; unanticipated material repairs that are essential to preserve or protect the Property; debt service; and costs
due to a change in law.


 


“Valuation Amount”
shall have the meaning provided in Section 15.1(b).


 


		Section 2.	Organization of the Company.



 


2.1           Name.
The name of the Company shall be “BR Carroll SW FL Portfolio JV, LLC”. The business and affairs of the Company
shall be conducted under such name or such other name as the Members deem necessary or appropriate to comply with the requirements
of law in any jurisdiction in which the Company may elect to do business.


 


2.2           Place
of Registered Office; Registered Agent. The address of the registered office of the Company in the State of Delaware is 160
Greentree Drive, Suite 101, 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, Suite 101, Dover, Delaware 19904. The Management
Committee 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 and the principal office of Property Manager shall be c/o Carroll Organization, LLC, 3340 Peachtree Road,
Suite 1620, Atlanta, Georgia 30326, or, in each case, at such other place or places as may be determined by the Management Committee
from time to time.


 




    	 	-11-	 



     


    

 


2.4           Filings.
On or before execution of this Agreement, an authorized person within the meaning of the Act shall have duly filed or caused to
be filed the Certificate of Formation of the Company with the office of the Secretary of State of Delaware, as provided in Section
18-201 of the Act, and the Members hereby ratify such filing. 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 from the date hereof until December 31, 2065, unless extended by the Members, or until
the Company is dissolved as provided in Section 13, whichever shall occur earlier.


 


2.6           Expenses
of the Company. Other than the reimbursement of costs and expenses as provided herein and the fees described in Section
9.7, 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, directly or through a Subsidiary, in the business of acquiring, owning,
operating, developing, renovating, repositioning, managing, leasing, selling, financing and refinancing the real estate and any
real estate related investments (or portions thereof) consisting of (a) an approximately 320 unit multi-family complex located
at 4110 Winners Circle, Sarasota, FL 34238, and to be hereafter commonly known as the “Citation Club Apartments” (the
“Citation Club Property”), and (b) an approximately 368 unit multi-family complex located at 5301 Summerwind Drive,
Naples, FL 34109, and to be hereafter commonly known as the “Summer Wind Apartments” (the Summer Wind Property”),
each of which will be owned by the Company or a Subsidiary of the Company (any property acquired as aforesaid shall hereinafter
be referred to collectively as the “Property” and individually, as context may require, as a “Property”),
and all other activities reasonably necessary to carry out such purpose.


 


		Section 4.	Conditions.



 


4.1         Bluerock
Conditions. The obligation of Bluerock to consummate the transactions contemplated herein and to make the initial Capital Contributions
under Section 5.1 is subject to fulfillment of all of the following conditions on or prior to the closing date under the
Purchase Agreement:


 


(a)          Subject
to the terms of the Cost Sharing Agreements, Carroll shall deposit in the Company’s bank account or the designated escrow
account of Commonwealth Land Title Insurance Company (“Title Company”) the aggregate amount of its initial Capital
Contribution set forth on Exhibit A hereto;


 




    	 	-12-	 



     


    

 


(b)         The
Purchase Agreement shall have been assigned to the Company (or to one or more Subsidiaries of the Company);


 


(c)          The
Cost Sharing Agreement has been executed and Carroll and its affiliates are in full compliance with the terms thereof;


 


(d)         The
Management Agreement for each Property shall have been executed by the Company (or a Subsidiary of the Company) and Property Manager;


 


(e)          All
of the representations and warranties of Carroll and Property Manager contained in this Agreement and the Collateral Agreements
shall be true and correct as of the date hereof;


 


(f)          The
Company (or a Subsidiary of the Company) shall have borrowed (or be concurrently borrowing) the applicable Loan with respect to
each Property, as contemplated by the applicable loan documents (the “Loan Documents”); and


 


(g)         The
forms of Backstop Agreements shall have been approved by, and executed by, the applicable parties and delivered to Bluerock.


 


4.2         Carroll
Conditions. The obligation of Carroll to consummate the transactions contemplated herein and to make the initial Capital Contributions
under Section 5.1 is subject to fulfillment of all of the following conditions on or prior to the closing date under the
Purchase Agreement:


 


(a)         Subject
to the terms of the Cost Sharing Agreement, Bluerock shall deposit into the Company’s bank account or Title Company’s
designated escrow account the amount of its aggregate initial Capital Contribution set forth on Exhibit A hereto;


 


(b)         The
Purchase Agreement shall have been assigned to the Company (or to one or more Subsidiaries of the Company);


 


(c)         The
Cost Sharing Agreement has been executed and Bluerock and its affiliates are in full compliance with the terms thereof;


 


(d)         The
Company (or a Subsidiary of the Company) shall have borrowed (or be concurrently borrowing) the applicable Loan with respect to
each Property, contemplated by the Loan Documents;


 


(e)         The
Management Agreement for each Property shall have been executed between the Company (or a Subsidiary of the Company) and Property
Manager;


 


(f)          All
of the representations and warranties of Bluerock contained in this Agreement and the Collateral Agreements shall be true and correct
as of the date hereof; and


 


(g)         The
forms of Backstop Agreements shall have been approved by, and executed by, the applicable parties and delivered to Carroll.


 




    	 	-13-	 



     


    

 


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



 


5.1         Initial
Capital Contributions. Subject to satisfaction of the conditions set forth in Section 4, upon execution of this Agreement,
Bluerock and Carroll shall each make an initial Capital Contribution to the Company of cash in an amount equal to the respective
amounts set forth in Exhibit A attached hereto; provided, however, any funds advanced by Bluerock or Carroll (or their respective
affiliates) pursuant to the terms of the Cost Sharing Agreement shall be credited against the applicable Member’s obligation
and provided, further, in the case of Carroll, its initial Capital Contribution to the Company shall be credited with $603,750
for the agreed value of certain contractual rights and intangibles contributed to the Company, including the assignment of the
purchase agreement to acquire the Property to the Company or one or more of its Subsidiaries.1
The initial Capital Contribution of the Members to the Company may include amounts for working capital.


 


5.2         Additional
Capital Contributions.


 


(a)          Additional
Capital Contributions may be called for from the Members (i) by either Member if the same is a Protective Capital Call, or
(ii) as reasonably determined by the Management Committee, by written notice to the Members from time to time as and to the
extent capital is necessary to effect an investment or expenditures for the Property, the Company, or its Subsidiaries. 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 multiplied by each Member’s then current 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 Member, 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, shall have one or
more of the following remedies:


 


 






1
At closing of the acquisition of the Property, $603,750 shall be added to the required equity for closing and each Member
shall be responsible for funding its pro-rata share of such amount at the closing as part of its Initial Capital Contribution
according to its Percentage Interest; provided, Carroll’s required Initial Capital Contribution shall be net of the credit
amount provided in Section 5.1.


 




    	 	-14-	 



     


    

 


(1)         to
advance to the Company on behalf of, and as a loan to the Defaulting Member, an amount equal to the Default Amount to be evidenced
by a promissory note in form reasonably satisfactory to the non-failing Member (each such loan, a “Default Loan”).
The Capital Account of the Defaulting Member shall be credited with the amount of such Default Amount attributable to a Capital
Contribution and the aggregate of such amounts shall constitute a debt owed by the Defaulting Member to the non-failing Member.
Any Default Loan shall bear interest at the rate of twenty percent (20%) per annum, but in no event in excess of the highest rate
permitted by applicable laws (the “Default Loan Rate”), and shall be payable by the Defaulting Member on demand
from the non-failing Member and from any Distributions due to the Defaulting Member hereunder. Interest on a Default Loan, to the
extent unpaid, shall accrue and compound on a quarterly basis. A Default Loan shall be prepayable, in whole or in part, at any
time or from time to time without penalty. Any such Default Loans shall be with full recourse to the Defaulting Member and shall
be secured by the Defaulting Member’s interest in the Company including, without limitation, such Defaulting Member’s
right to Distributions. In furtherance thereof, upon the making of any such Default Loan, the Defaulting Member hereby pledges,
assigns and grants a security interest in its Interest to the non-failing Member and agrees to promptly execute such documents
and statements reasonably requested by the non-failing Member to further evidence and secure such security interest. Any advance
by the non-failing Member on behalf of a Defaulting Member pursuant to this Section 5.2(b)(1) shall be deemed to be a Capital
Contribution made by the Defaulting Member except as otherwise expressly provided herein. All Distributions to the Defaulting Member
hereunder shall be applied first to payment of any interest due under any Default Loan and then to principal until all amounts
due thereunder are paid in full. While any Default Loan is outstanding, the Company shall be obligated to pay directly to the non-failing
Member, for application to and until all Default Loans have been paid in full, the amount of (x) any Distributions payable to the
Defaulting Member, and (y) any proceeds of the sale of the Defaulting Member’s Interest in the Company;


 


(2)         subject
to any applicable thin capitalization limitations on indebtedness of the Company for U.S. federal income tax purposes, to treat
the non-failing Member’s 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 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 any
Member. If each Member has loans outstanding to the Company under this provision, such loans shall be payable to each 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;


 


(3)         to
make an additional Capital Contribution to the Company equal to the Default Amount whereupon the Percentage Interests of the Members
shall be recalculated to (i) increase the non-defaulting Member’s Percentage Interest by the percentage (“Applicable
 Adjustment Percentage”) determined by dividing one hundred fifty percent (150%) of the Default Amount by the
sum of the Members’ Total Investment (taking into account the actual amount of such additional Capital Contribution) and
by increasing its Total Investment solely for purposes of determining the Member’s Percentage Interest, by one and one-half
of the amount of the Default Amount, and (ii) to reduce the Defaulting Member’s Percentage Interest by the Applicable Adjustment
Percentage and by decreasing its Total Investment solely for purposes of determining the Member’s Percentage Interest by
one-half of the amount of the Default Amount; or


 




    	 	-15-	 



     


    

 


(4)          in
lieu of the remedies set forth in subparagraphs (1), (2) or (3), revoke its portion of such additional Capital Contribution, whereupon
the portion of the Capital Contribution made by the non-failing Member shall be returned within ten (10) days.


 


(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, non-residential 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, or (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.


 


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 immediately following
the Capital Contributions provided for in Section 5.1. The Percentage Interests of the Members in the Company shall be adjusted
monthly, and if appropriate to reflect any pending adjustments that have been determined but not yet effected, prior to any request
for Additional Capital Contributions pursuant to Section 5.2 or any distributions to Members pursuant to Section 6.1,
so that the respective Percentage Interests of the Members at any time shall be in proportion to their respective cumulative Total
Investment made (or deemed to be made) pursuant to Sections 5.1 and 5.2, as the same may be further adjusted pursuant
to Section 5.2(b)(3). 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.


 




    	 	-16-	 



     


    

 


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 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. The Capital Accounts of the Members shall
not be increased or decreased 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 pursuant to Section
5.2 by 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)(3). 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. Upon approval by Bluerock and Carroll, the Company may issue additional Interests and thereby admit a new Member or
Members, as the case may be, to the Company, only if such new Member (i) has delivered to the Company its Capital Contribution,
(ii) has agreed in writing to be bound by the terms of any Collateral Agreements (including the Backstop Agreements) and this Agreement
by becoming a party hereto, and (iii) has delivered such additional documentation as the Company shall reasonably require to so
admit such new Member to the Company. 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, 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 Management Committee, a principal purpose of the use of the flow-through entity is to permit
the Company to satisfy the 100-member limitation.


 




    	 	-17-	 



     


    

 


		Section 6.	Distributions.



 


6.1         Distribution
of Distributable Funds


 


(a)          The
Management Committee shall calculate and determine the amount of Distributable Funds for each applicable period. Except as provided
in Sections 5.2(b), 6.1 or 13.3 or otherwise provided hereunder, Distributable Funds, if any, shall be distributed
to the Members, on a monthly basis based on a calendar year, so
long as either of the Loans is outstanding. Thereafter, such distributions shall be made on the 15th day of each month
or from time to time as determined by the Management Committee.


 


(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.


 


(c)          During
the first twenty four (24) months of the Initial Term (as defined in the Management Agreement), if Distributable Funds for any
calendar quarter (to be determined as soon as reasonably practicable following the expiration of such calendar quarter) are insufficient
to satisfy the Minimum Return for all Members for such calendar quarter, then the Property Management Fee due to Property Manager
for such calendar quarter pursuant to the Management Agreement shall be withheld from the Property Manager and treated as Distributable
Funds payable to the Members, up to the amount necessary to satisfy the Minimum Return for all Members for such calendar quarter.
The balance of any Property Management Fees payable with respect to such calendar quarter, if any, shall be paid to Property Manager
in accordance with the Property Management Agreement. The portions of the Property Management Fee withheld from the Property Manager
and distributed to the Members pursuant to this Section shall be referred to herein as the “Deferred Management Fees.”
If Distributable Funds for any calendar quarter are independently sufficient to meet the Minimum Return for such quarter with respect
to all Members after payment of the Property Management Fee to Property Manager with respect to such calendar quarter, then the
Property Manager shall be entitled to payment of any existing Deferred Management Fees from any excess Distributable Funds (i.e.
Distributable Funds remaining after payment of the current quarter’s Property Management Fees and the Minimum Return) from
such calendar quarter prior to distribution of same to the Members, until either such excess Distributable Funds for such quarter
are exhausted or all Deferred Management Fees have been paid to Property Manager, whichever first occurs. After the expiration
of the first twenty four (24) months of the Initial Term: (i) prior to the twentieth (20th) day of the twenty-fifth
(25th) month of the Initial Term, the Members shall mutually determine the balance remaining to be paid to the Members,
if any, to satisfy the Minimum Return for the first twenty four (24) months of the Initial Term (the “Minimum Return Balance”),
(ii) the current month’s Property Management Fees shall be paid on a monthly basis in accordance with the terms of the Management
Agreement, and (iii) Distributable Funds remaining, if any, in each calendar month shall be distributed first, to the Members,
until the Minimum Return Balance is reduced to zero, and second, to Property Manager until the balance of any Deferred Management
Fees is reduced to zero. All Distributable Funds payable to the Members (including any Distributable Funds payable to the Members
prior to payment of all Deferred Management Fees to Property Manager) shall be distributed according to the following priority:


 




    	 	-18-	 



     


    

 


(1)         First,
to the Members in proportion to their respective Percentage Interests until each Member shall realize through Distributions and
actually receive the Preferred Return; and


 


(2)         Second,
the balance, if any, of such Distributable Funds remaining after the Distributions pursuant to (1) above shall be distributed as
follows:


 


		a.	if a Carroll Change Event has occurred, such Distributable
Funds shall be distributed to the Members in proportion to their Percentage Interests; and



 


		b.	if a Carroll Change Event has not occurred, such Distributable
Funds shall be distributed as follows: (A) first, an amount equal to twenty-five percent (25%) of such Distributable Funds shall
be distributed to Carroll and an amount equal to seventy-five percent (75%) of such Distributable Funds shall be distributed to
Bluerock until Bluerock shall have actually realized and received through Distributions a fifteen percent (15%) Internal Rate
of Return and (B) thereafter, an amount equal to thirty-five percent (35%) of such Distributable Funds shall be distributed to
Carroll and an amount equal to sixty-five percent (65%) of such Distributable Funds shall be distributed to Bluerock.



 


6.2         Distributions
in Kind. In the discretion of the Management Committee, Distributable Funds may be distributed to the Members in cash or in
kind and 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 Management Committee. 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.


 




    	 	-19-	 



     


    

 


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)(3).


 


7.3           U.S.
Tax Allocations.


 


(a)            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)            In
accordance with Code Section 704(c) and the Treasury 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. Such allocation shall be made in accordance with the
“traditional method” set forth in Regulations Section 1.704-3(b) unless the Members unanimously agree to another permissible
method under such Regulations.


 


(c)            Any
elections or other decisions relating to such allocations shall be made by the Members 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 Management Committee, 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. In
connection with such review, investigation or audit, such Member (and its representatives and agents) shall have the unfettered
right to meet and consult with any and all employees of Property Manager (or any of their respective Affiliates) and to attend
meetings and independently meet and consult with any and all third parties having dealings or any other relationship with the Company
or any of its Subsidiaries or with Property Manager in respect of the Company or any of its Subsidiaries.


 




    	 	-20-	 



     


    

 


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:


 


(1)           An
unaudited balance sheet of the Company;


 


(2)           An
unaudited statement of the Company’s profit and loss; and


 


(3)           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, and provided that any such request was made prior to the end
of the quarter, the Property Manager shall cause to be furnished to Bluerock such information as requested by Bluerock as is necessary
for any reporting requirements of the SOIFs, BR Growth, or BR Growth II (to the extent any of such affiliates of Bluerock are hereafter
a Member or direct or indirect owner of a Member of the Company) and any reporting requirements of any REIT Member (whether a direct
or indirect owner) to determine its qualification as a REIT and its compliance with REIT Requirements as shall be reasonably requested
by Bluerock. Further, the Property Manager shall cooperate in a reasonable manner at the request of any Member to work in good
faith with any designated accountants or auditors of such Member or its Affiliates so that such Member or its Affiliate is able
to comply with its public reporting, attestation, certification and other requirements under the Securities Exchange Act of 1934,
as amended, applicable to such entity, and to work in good faith with the designated accountants or auditors of the Member or any
of its Affiliates in connection therewith, including for purposes of testing internal controls and procedures of such Member or
its Affiliates.


 


(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 each Management Agreement (the “Property Manager Reports”). 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 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.


 




    	 	-21-	 



     


    

 


8.3           Tax
Matters Member. Bluerock 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 its 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 its Subsidiaries
under the Code or state tax law shall be timely determined and made by Bluerock after consultation with Carroll. 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. Bluerock agrees to consult with Carroll with respect to any written notice of any material tax elections and
any material inquiries, claims, assessments, audits, controversies or similar events received from any taxing authority. In addition,
upon the request of any Member, the Company and each of its Subsidiaries 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 Bluerock 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 its Subsidiaries, provided
that any such action or failure to act does not constitute gross negligence or willful misconduct by Bluerock.


 


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 Management Committee or in the applicable Management Agreement and shall be withdrawn on the signature of
such Person or Persons as the Management Committee may authorize.


 


8.5           Tax
Returns. Bluerock shall cause to be prepared all income and other tax returns of the Company and its Subsidiaries required
by applicable law and shall submit such returns to the Management Committee for its review, comment and approval at least twenty
(20) days prior to the due date or extended due date thereof and shall thereafter cause the same to be filed in a timely manner
(including extensions). No later than the due date or extended due date, 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, Bluerock, Carroll or the Property Manager in connection with its
obligations under this Section 8 will be reimbursed by the Company to the applicable party. Further, it is expressly understood
and agreed that all reasonable expenses of Bluerock, Carroll and their principals and Affiliates associated with the Company or
the Property, along with all accounting and administrative expenses for Carroll, shall be reimbursed by the Company, including
without limitation, filing fees, tax returns, closing costs, due diligence and travel.


 


		Section 9.	Management and Operations.



 


9.1          Management.


 


(a)           The
Company shall be managed by Bluerock (“Manager”), who 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. Manager shall manage
the operations and affairs of the Company, subject to the oversight of the Management Committee. To the extent that Bluerock or
a Bluerock Transferee Transfers all or a portion of its Interest in accordance with Section 12 to a Bluerock Transferee,
such Bluerock Transferee may be appointed as the Manager under this Section 9.1(a) by Bluerock or a Bluerock Transferee
then holding all or a portion of an Interest without any further action or authorization by any Member.


 




    	 	-22-	 



     


    

 


(b)           The
Management Committee may appoint individuals to act on behalf of the Company with such titles and authority as determined from
time to time by the Management Committee.


 


(c)            Notwithstanding
the foregoing, all Major Decisions shall require the consent of both Members.


 


9.2           Management
Committee.


 


(a)            Bluerock
and Carroll hereby establish a management committee (the “Management Committee”). The Management Committee
shall consist of four (4) individuals appointed to act as “representatives” of the Member that appointed him or her
(the “Representatives”) as follows: (i) Bluerock shall be entitled to designate two (2) Representatives to
represent Bluerock; and (ii) Carroll shall be entitled to designate two (2) Representatives to represent Carroll. The initial
members of the Management Committee are set forth on Exhibit A. Bluerock and Carroll each represents, warrants and covenants
that the Representatives designated by them on Exhibit A have, and shall at all times have, the full power and authority
to make decisions and vote as a member of the Management Committee, and that such Representatives’ votes as members of the
Management Committee will be binding on each of them and any transferee of all or a portion of their Interest;
unless and until such time as Bluerock or Carroll or their transferee notifies the other Member of a change in a Representative,
after which time this sentence shall apply only with respect to the replacement Representative.


 


(b)            Each
member of the Management Committee shall hold office until death, resignation or removal at the pleasure of the Member that appointed
him or her. If a vacancy occurs on the Management Committee, the Person with the right to appoint and remove such vacating Representative
shall appoint his or her successor. A Member shall lose its right to have Representatives on the Management Committee, and its
Representatives on the Management Committee shall be deemed to be automatically removed, as of the date on which such Member ceases
to be a Member or as otherwise provided in this Agreement. If Bluerock or a Bluerock Transferee Transfers all or a portion of its
Interest to a Bluerock Transferee pursuant to Section 12.2, such Bluerock Transferee shall automatically, and without any
further action or authorization by any Member, succeed to the rights and powers of Bluerock under this Section 9 as may
be agreed to between Bluerock or the Bluerock Transferee which is transferring the Interest, on the one hand, and the Bluerock
Transferee to which the Interest is being transferred, on the other hand, including the shared or unilateral right to appoint the
Representatives that Bluerock was theretofore entitled to appoint pursuant to Section 9.2(a).


 




    	 	-23-	 



     


    

 


(c)          The
Management Committee shall meet once every quarter (unless waived by mutual agreement of the Members) and at such other times as
may be necessary for the conduct of the Company’s business on at least five (5) days prior written notice of the time and
place of such meeting given by any Representative. Notice of regular meetings of the Management Committee is not required. Representatives
may waive in writing the requirements for notice before, at or after a special meeting, and attendance at such a meeting without
objection by a Representative shall be deemed a waiver of such notice requirement.


 


(d)          The
Management Committee shall have the right, but not the obligation, to elect one of the Representatives or another person to serve
as Secretary of the Management Committee. Such person shall hold office until his or her death, resignation or removal by a vote
of the Management Committee. The Secretary or a person designated by him or her shall take written minutes of the proceedings of
the meetings of the Management Committee, and such minutes shall be filed with the records of the Company.


 


(e)          The
only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative
appointed by Bluerock and one (1) Representative appointed by Carroll; provided, however, that if Carroll has not appointed at
least one (1) Representative to the Management Committee at the time of such meeting (for example, if each Carroll Representative
has been removed and not replaced), then a quorum for a meeting of the Management Committee shall be one (1) Representative appointed
by Bluerock. Each of the two (2) Representatives appointed by Bluerock shall be entitled to cast two (2) votes on any matter that
comes before the Management Committee and each of the Representatives appointed by Carroll shall be entitled to cast one (1) vote
on any matter that comes before the Management Committee. Approval by the Management Committee of any matter shall require the
affirmative vote (including votes cast by proxy) of at least a majority of the votes of the Representatives then in office voting
at a duly held meeting of the Management Committee.


 


(f)          Any
meeting of the Management Committee may be held by conference telephone call, video conference or through similar communications
equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a telephonic
and/or video conference meeting held pursuant to this Section 9 shall constitute presence in person at such meeting.


 


(g)          Any
action required or permitted to be taken at a meeting of the Management Committee may be taken without a meeting, without prior
notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the Representatives
having not less than the minimum of votes that would be necessary to authorize or take such action at a meeting at which all Representatives
entitled to vote thereon were present and voted. All consents shall be filed with the minutes of the proceedings of the Management
Committee.


 




    	 	-24-	 



     


    

 


(h)          Except
as otherwise expressly provided in this Agreement, none of the Members or their Representatives (in their capacities as members
of the Management Committee) only, shall have any duties or liabilities to the Company or any other Member (including any fiduciary
duties), whether or not such duties or liabilities otherwise arise or exist in law or in equity, and each Member hereby expressly
waives any such duties or liabilities; provided, however, that this Section 9.2(h) shall not eliminate or
limit the liability of such Representatives or the Members (A) for acts or omissions that involve fraud, intentional misconduct
or a knowing and culpable violation of law, or (B) for any transaction not permitted or authorized under or pursuant to this Agreement
from which such Representative or Member derived a personal benefit unless the Management Committee has approved in writing such
transaction in accordance with this Agreement; provided, further, however, that the duty of care of each of
such Representatives and the Members is to not act with fraud, intentional misconduct or a knowing and culpable violation of law.
Except as provided in this Agreement, whenever in this Agreement a Representative of a Member and/or a Member is permitted or required
to make a decision affecting or involving the Company, any Member or any other Person, such Representative and/or such Member shall
be entitled to consider only such interests and factors as he, she or it desires, including a particular Member’s interests,
and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest
of or factors affecting the Company or any Member.


 


9.3           Annual
Business Plan.


 


(a)            The
initial Annual Business Plan for the calendar year 2016 with respect to each Property is attached hereto as Exhibit D and
is incorporated herein for all intents and purposes under this Agreement (the “Initial Business Plan”).


 


(b)            For
Annual Business Plans for calendar year 2017, Property Manager shall prepare the Annual Business Plan for the operation of each
Property for the applicable Owner’s review and approval, no later than October 15 of the immediately preceding year for the
2017 calendar year (and any subsequent) Annual Business Plan. If final approval of an Annual Business Plan by an Owner has not
been given by the beginning of the year to which such proposed Annual Business Plan relates, Property Manager shall operate the
applicable Property on the basis of the previous year’s approved Annual Business Plan adjusted by (i) assuming that the revenue
from the applicable Property will increase to 103% of the revenues collected in the prior year, (ii) assuming that the Controllable
Expenses will increase to 103% of the amount of the actual Controllable Expenses incurred in the prior year, (iii) increasing all
Uncontrollable Expenses by any anticipated or known increases in such Uncontrollable Expenses, and (iv) including any Emergency
Expenditure. Notwithstanding the foregoing to the contrary, if, prior to the commencement of calendar year 2017, the parties have
not agreed on the budget for capital expenditures at the applicable Property in the Annual Business Plan for calendar year 2017,
there shall be no changes in budgeted capital expenditures for calendar year 2017; provided, however, that any incomplete capital
projects commenced in calendar year 2016 and contemplated in the Initial Business Plan shall be funded as provided in the Initial
Business Plan until such capital projects are completed.


 


(c)            If
Property Manager and the applicable Owner agreed to an Annual Business Plan for calendar year 2017 in accordance with subsection
(b) above, then the applicable Annual Business Plan for calendar year 2018 shall also be determined in accordance with the applicable
provisions of subsection (b) above. If, however, Property Manager and the applicable Owner were unable to agree to an Annual Business
Plan for calendar year 2017, then such Owner may establish the applicable Annual Business Plan for calendar year 2018, without
Property Manager’s consent.


 




    	 	-25-	 



     


    

 


(d)          For
Annual Business Plans for calendar years 2019 and all subsequent calendar years, if applicable, Property Manager shall have the
right to prepare and propose an Annual Business Plan for such calendar year on or prior to October 15 of the immediately preceding
year (without obligation to do so), and the applicable Owner may, regardless of the information contained in Property Manager’s
proposal, establish the applicable Annual Business Plan for the applicable calendar year, without Property Manager’s consent.


 


(e)          Property
Manager and the Company, on behalf of each Owner, each acknowledge and agree that, in establishing the Annual Business Plans in
accordance with this Section 9.3, each shall be obligated to act reasonably and in good faith, taking into account past
performance of each Property, leasing trends and competitive properties within the market where the applicable Property is located,
the age of the applicable Property and the units at the time such Annual Business Plan is established, and such other factors as
reasonably prudent owners and managers of multifamily assets substantially similar to the applicable Property would take into account
in order to maximize revenue therefrom.


 


(f)          No
Material Deviations (as defined herein) from any item in an Annual Business Plan approved in accordance with the terms herein shall
be made by Property Manager without the prior approval of the Management Committee, to the extent required hereunder. The Property
Manager shall provide quarterly updates to each Annual Business Plan, solely for informational purposes. Each Annual Business Plan
shall include the information set forth in Exhibit B. The Company, for itself and on behalf of each Owner, will consider
a proposed Annual Business Plan in accordance with the terms hereof and will consult with Property Manager prior to the commencement
of the forthcoming calendar year in order to agree on an Annual Business Plan for such calendar year. In no event shall the Company,
acting on behalf of an Owner, have the right to modify (or alter the treatment of) any Annual Business Plan to reduce the Property
Management Fee or Reimbursable Expenses otherwise due. In no event shall Property Manager be deemed in default under any Management
Agreement if such changes by the Company, acting on behalf of each Owner, to an Annual Business Plan cause Property Manager to
have insufficient funds to perform its obligations thereunder. Property Manager agrees to use commercially reasonable efforts to
ensure that the actual costs of maintaining and operating each Property shall not exceed the amount reasonably necessary and, in
any event, will not exceed the applicable Annual Business Plan either in total amount or in any one accounting category. Notwithstanding
anything to the contrary, Property Manager shall secure the Company’s, on behalf of the applicable Owner, prior written approval
for any expenditure that will result in an excess of the annual budgeted amount set forth in the Annual Business Plan in any one
accounting category the lesser of ten percent (10%) or $10,000 or $25,000 in the aggregate for all categories (a “Material
Deviation”). Property Manager shall promptly advise and inform the Company, acting on behalf of the applicable Owner,
of any transaction, notice, event or proposal directly relating to the management and operation of the Property which does or is
likely to significantly affect, either adversely or favorably, the applicable Property, other assets of the applicable Owner or
cause a Material Deviation from the applicable Annual Business Plan. Nothing contained herein shall in any way diminish the obligations
or duties of Property Manager hereunder.


 




    	 	-26-	 



     


    

 


(g)          Notwithstanding
the terms of Section 9.3(a) through Section 9.3(f) above, (i) any Annual Business Plan may, at any time, be amended
upon unanimous approval by the Members, and (ii) failure on the part of the Members to agree on any such Annual Business Plan (or
any amendment thereto) shall not constitute the failure to obtain agreement on a Major Decision and shall not entitle either Member
to exercise the rights under Section 15 applicable to a failure to obtain agreement on Major Decisions.


 


(h)          For
all purposes of this Section 9.3, decisions on behalf of each Owner shall be made by the Management Committee.


 


9.4         Implementation
of Plan by Property Manager. Property
Manager shall, subject to the limitations contained herein, the availability of operating revenues and other cash flow and any
other matters outside of the reasonable control of Property Manager, implement and shall not vary or modify the then applicable
Annual Business Plan without the prior written approval of the Management Committee. Property Manager shall promptly advise and
inform the Management Committee of any transaction, notice, event or proposal directly relating to the management and operation
of either Property, other assets of the Company or the Company or any Subsidiary of the Company which does or is likely to significantly
affect, either adversely or favorably, such Property, other assets of the Company or the Company or such Subsidiary or cause a
significant deviation from the applicable Annual Business Plan. Nothing contained herein shall in any way diminish the obligations
or duties of Property Manager hereunder.


 


9.5         Affiliate
Transactions. 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 all Members. Without limiting the foregoing, any
such agreement shall be on arm’s length terms and conditions, be terminable on fifteen (15) days’ notice without penalty
and the terms and conditions of such agreement shall be disclosed to all Representatives prior to the execution and delivery thereof.
Further, the written approval of Bluerock shall be required prior to the use of the name “Bluerock” in connection with
any matter or transaction.


 


9.6         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 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, without the prior written consent of the other Members, 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.


 




    	 	-27-	 



     


    

 


9.7         Management
Agreement.


 


(a)          Independent
Contractor. CMG, as Property Manager, has agreed to provide management services to the Company (or a Subsidiary of the Company)
with respect to each Property on the terms set forth in the Management Agreements; and it is agreed that Property Manager shall
provide such management services to the Company (or a Subsidiary of the Company) as an independent contractor.


 


(b)          Management
and Oversight Fees. The Company (or a Subsidiary of the Company) has entered into each Management Agreement with Property
Manager (which Management Agreement shall be updated and supplemented from time to time) pursuant to which Property Manager will
provide the management services described therein to the Company (or a Subsidiary of the Company). Pursuant to each Management
Agreement and subject to the terms of the Loan Documents, Property Manager will be entitled to receive a net property management
fee equal to 3.00% of Gross Receipts (as defined in each Management Agreement) (the “Property Management Fee”);
provided, however, that the payment and amount of the Property Management Fee shall be subject to the restrictions, limitations
and language regarding the deferral and subordination of such fee as described in Section 4(a) of each Management Agreement and
in Section 6.1(c) herein. CMG,
as Property Manager, shall also be entitled to a construction management fee of five percent (5.0%) of the rehabilitation and
renovation expenses for each Property, as set forth in the applicable Annual Business Plan. If CMG has been terminated as the
Property Manager for Cause with respect to either Property, then Bluerock will be entitled to retain a new Property Manager and
receive an oversight fee equal to 1.0% of the Gross Receipts for such Property (the “Oversight
Fee”). It is understood that if CMG is terminated as the Property Manager
without Cause, Bluerock shall not be entitled to the Oversight Fee, unless Bluerock purchases the Interest of Carroll pursuant
to Section 15 or otherwise by agreement of the parties. The foregoing
shall not be deemed to imply that Bluerock will have any unilateral right to purchase the Interest of Carroll solely on account
of the termination of CMG as Property Manager.


 


(c)          Termination
of Management Agreements.


 


(1)          Each
Management Agreement shall be terminable as provided under its terms and conditions by the Company or Bluerock or, as long as the
Property Manager is CMG, by Property Manager.


 


(2)          Notwithstanding
anything to the contrary in this Section 9.7(c), no termination of a Management Agreement or buyout of the other party’s
Interest in the Company shall be permitted unless permitted or approved under any applicable Collateral Agreement or under the
Loan Documents.


 


(d)          Delegation.
Any delegation of the responsibilities of Property Manager or the subcontracting for such services will be subject to the prior
written consent of the Management Committee. Separate agreements may also be entered into with Carroll, Bluerock, their respective
Affiliates, or with third parties for certain services to be provided to the Company (or a Subsidiary of the Company), including
leasing, construction management, property management, asset management, technology services, etc. Such arrangements shall be at
market rates, and shall be entered into only with the prior written approval of the Management Committee, consistent with an approved
budget and business plan for each asset. Unless otherwise agreed, all such contracts will be payable on a monthly basis and will
be terminable upon thirty (30) days’ notice for any reason or no reason.


 




    	 	-28-	 



     


    

 


9.8           Operation
in Accordance with REOC/REIT Requirements.


 


(a)          The
Members acknowledge that Bluerock or one or more of its Affiliates (a “BR Affiliate”) intends or may intend
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 in such case be operated in a manner that will enable Bluerock and such 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 Bluerock notifies
the Company would result in Bluerock or a BR Affiliate from failing to qualify as a REOC. The Members acknowledge and agree that
Bluerock may assign any or all of its rights or powers under this Agreement as Manager, to designate committee representatives,
to provide consents and approvals, or any other rights or powers to one or more of its BR Affiliates as it deems appropriate, and
the exercise of any such rights or powers by a BR Affiliate shall have full force and effect under this Agreement without the need
for any further consent or approval. Except as disclosed to Bluerock, Carroll (a) shall not 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", and (b)
shall comply with any reasonable requirements specified by Bluerock in order to ensure compliance with this Section 9.8.


 


(b)          Except
for the Property, 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, unless specifically agreed to by the Manager in writing.
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.


 


(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 herein. Notwithstanding anything to the contrary contained
in this Agreement, during the time a REIT Member is a Member of the Company, neither the Company, any direct or indirect Subsidiary
of the Company, nor any 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 any direct or indirect Subsidiary thereof,
including without limiting the generality of the foregoing, but in amplification thereof:


 




    	 	-29-	 



     


    

 


(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
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;


 


(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 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 applicable 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 applicable 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;



 




    	 	-30-	 



     


    

 








(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; provided, however, any such cash distributions shall be made in accordance with the priorities set
forth in Section 6.1(c).


 


Notwithstanding the
foregoing provisions of this Section 9.8(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 9.8(c). For purposes of this Section 9.8(c), “REIT Prohibited Transactions” shall mean any
of the actions specifically set forth in Sections 9.8(c)(i) through (c)(ix) as well as any action of which the Company receives
notice from Bluerock or a REIT Member that such action would result in a REIT Member losing its REIT status under IRC Section 856
or would cause such REIT Member to be subject to any punitive taxation pursuant to IRC Section 857(b)(6). The Loans or any loan
contemplated by Section 5.2(b) shall not be considered a REIT Prohibited Transaction.


 


9.9         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.


 




    	 	-31-	 



     


    

 


(b)          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.


 


(c)          Each
Member agrees to notify immediately the other Member 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.



 


10.1       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.) or 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 is or hereafter becomes public, other than by breach of this Agreement; 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 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 Carroll or Bluerock, (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 representatives.


 


10.2       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 10.2.


 




    	 	-32-	 



     


    

 


10.3       Without
limiting any of the other terms and provisions of this Agreement (including, without limitation, Section 9.6), to the extent
a Member (the “Pursuer”) provides the other Member with information relating to a possible investment opportunity
then being actively pursued by the Pursuer on behalf of the Company, the other Member receiving such information shall not use
such information to pursue such investment opportunity for its 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:


 


(a)          Due
Incorporation or Formation; Authorization of Agreement. Such 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. Such 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. Such 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 such 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 such 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.


 




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(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.


 


(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.


 




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(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.


 


(1)         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.


 


(2)         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.


 


(3)         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.


 


(4)         Such
Member is not relying on the Company or any of its 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.


 


(5)         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.


 


(6)         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.


 


(7)         Such
Member has significant prior investment experience, including investment in non-listed and non-registered securities. 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.


 




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(8)         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, Sections 5.2(b), 15.1 and 15.2, or
as approved by the Management Committee, 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, either Member shall have the right, with the consent of the other Member, 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.


 


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 Member(s) 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):


 


(1)         Any
Transfer by Carroll of up to one hundred percent (100%) of its Interest to any 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 (to the extent that it continues to hold, or control, any interest in the Company), Carroll Parent and
any Carroll Transferee; and


 




    	 	-36-	 



     


    

 


(2)         Any
Transfer by Bluerock or a Bluerock Transferee of up to one hundred percent (100%) of its Interest to any Affiliate of Bluerock,
including but not limited to (A) BR Growth or any Person that is directly or indirectly owned by BR Growth; (B) BR SOIF II or any
Person that is directly or indirectly owned by BR SOIF II; (C) BR SOIF III or any Person that is directly or indirectly owned by
BR SOIF III; (D) BR REIT or any Person that is directly or indirectly owned by BR REIT; or (E) BR Growth II, or any Person that
is directly or indirectly owned by BR Growth II (collectively, a “Bluerock Transferee”);


 


provided however, as to subparagraphs (b)(1)
and (b)(2), and as to subparagraph (a), no Transfer shall be permitted and shall be void ab initio if it shall violate any
“Transfer” provision of the Loan Documents or any applicable Collateral Agreement with third party lenders.


 


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


 


(d)         The
Transfer of any interest in Manager and any transferee of an interest in Manager shall be recognized and permitted under this Agreement
and by the Members, without any further action or authorization by any 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 Management Committee determines in its sole discretion that:


 


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


 


(2)         the
Transfer would result in a termination of the Company under Code Section 708(b); provided, however, that any such determination
under this Section 12.3(b)(2) shall require the reasonable determination and approval of at least one (1) Representative
appointed by Carroll.


 




    	 	-37-	 



     


    

 


(3)         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;


 


(4)         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;


 


(5)         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)(5), 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 Management Committee, a principal purpose of the use of the flow-through entity is to permit the Company to satisfy the
100-member limitation; or


 


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


 


The Management Committee
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 (a “Dissolution
Event”):


 




    	 	-38-	 



     


    

 


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


 


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


 


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


 


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


 


(e)          the
Purchase Agreement has not been closed by January 5, 2016.


 


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
Management Committee 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 Management Committee
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 such fair market
value of the 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:


 


(1)          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;


 


(2)          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;


 


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


 




    	 	-39-	 



     


    

 


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.


 


		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, the Representatives, the officers
and each of their respective agents, officers, directors, members, managers, 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, Managers, 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, members, managers, 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.


 




    	 	-40-	 



     


    

 


14.3       Indemnification
by Members for Misconduct.


 


(a)          Carroll
hereby indemnifies, defends and holds harmless the Company, Bluerock, each Bluerock Transferee and each of their subsidiaries and
their agents, officers, directors, members, managers, partners, shareholders and employees from and against all losses, costs,
expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of any fraud,
gross negligence or willful or wanton misconduct on the part of, or by, Carroll, the Key Individual, any entity controlled directly
or indirectly by the Key Individual that directly or indirectly controls Carroll, or any Representative appointed by Carroll.


 


(b)          Bluerock
hereby indemnifies, defends and holds harmless the Company, Carroll, each Carroll Transferee and each of their subsidiaries and
their agents, officers, directors, members, managers, partners, shareholders and employees from and against all losses, costs,
expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of any fraud,
gross negligence or willful or wanton misconduct on the part of, or by, Bluerock or any entity controlled directly or indirectly
by Bluerock, or any Representative appointed by Bluerock.


 


14.4       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 Company and each of their subsidiaries and their agents, officers, directors, members, managers, 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 or its Affiliates, 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), assets, agreements, rights
or other interests conveyed, assigned, contributed or otherwise transferred to the Company (collectively, the “Inducement
Agreements”).


 


(b)          Except
as otherwise provided herein or in any other agreement, recourse for the indemnity obligation of the Members under this Section
14.4 shall be limited to such Indemnifying Party’s Interest in the Company; provided, however, that recourse against
either Member under its indemnity obligations under this Agreement or otherwise shall be further limited to an aggregate amount
equal to the value of such Member’s Interest as determined by and being limited to the then current liquidation value of
such Member’s Interest assuming the Company were liquidated in an orderly fashion and all net proceeds thereof were distributed
in accordance with Section 6.


 


(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.


 




    	 	-41-	 



     


    

 


		Section 15.	Sale Rights.



 


15.1       Push
/ Pull Rights.


 


(a)          Availability
of Rights. If, at any time following the second anniversary of the date that the Property is initially acquired, the Members
are unable to agree on a Major Decision and such failure to agree has continued for fifteen (15) days after written notice from
one Member to the other Member indicating an intention to exercise rights under this Section 15.1, either Member may exercise
its right to initiate the provisions of this Section 15.1.


 


(b)          Exercise.
The Member wishing to exercise its rights pursuant to this Section 15.1 (the “Offeror”) shall do so by
giving notice to the other Member (the “Offeree”) setting forth a statement of intent to invoke its rights under
this Section 15.1, stating therein the aggregate dollar amount (the “Valuation Amount”) that the Offeror
would be willing to pay for the assets of the Company as of the Closing Date (as defined below) free and clear of all liabilities,
and setting forth all oral or written offers and inquiries received by the Offeror during the previous twelve-month period relating
to the financing, disposition or leasing of any Company property (including proposals for the formation of one or more new entities
for the ownership and operation of the Property).


 


(c)          Offeree
Response. After receipt of such notice, the Offeree shall elect to either (i) sell its entire Interest to the Offeror for an
amount equal to the amount the Offeree would have been entitled to receive if the Company had sold its assets for the Valuation
Amount on the Closing Date and the Company had immediately paid all Company liabilities and Imputed Closing Costs and distributed
the net proceeds of sale to the Members in satisfaction of their Interests pursuant to Section 13.3, or (ii) purchase the
entire Interest of the Offeror for an amount equal to the amount the Offeror would have been entitled to receive if the Company
had sold all of its assets for the Valuation Amount on the Closing Date and the Company had immediately paid all Company liabilities
and Imputed Closing Costs and distributed the net proceeds of the sale to the Members in satisfaction of their Interests pursuant
to Section 13.3. The Offeree shall have thirty (30) days from the giving of the Offeror’s notice in which to exercise
either of its options by giving written notice to the Offeror. If the Offeree does not elect to acquire the Offeror’s Interest
within such time period, the Offeree shall be deemed to have elected to sell its Interest to the Offeror as provided in subsection
(i) above.


 


(d)          Earnest
Money. Within five (5) business days after an election has been made or deemed made under Section 15.1(c), the acquiring
Member shall deposit with a mutually acceptable third-party escrow agent a non-refundable earnest money deposit in the amount
of two percent (2%) of the amount the selling Member is entitled to receive for its Interest under this Section 15.1, which
amount shall be applied to the purchase price at closing. If the acquiring Member should thereafter fail to consummate the transaction
for any reason other than a default by the selling Member or
a refusal by any lender of the Company (or any Subsidiary of the Company) who has a right under its loan documents to consent
to such transfer to so consent, (i) (A) the earnest money
deposit shall be distributed from escrow to the selling Member, free of all claims of the acquiring Member, as liquidated damages
and constituting the sole and exclusive remedy available to the selling Member because of a default by the acquiring Member or
(B) the selling Member may, by delivering to the acquiring Member written notice thereof, elect to buy the acquiring Member’s
entire Interest for an amount equal to the amount the acquiring Member would have been entitled to receive if the Company had
sold all of its assets for the Valuation Amount and the Company had immediately paid all Company liabilities and Imputed Closing
Costs and distributed the net proceeds of the sale to the Members in satisfaction of their Interests pursuant to Section 13.3,
in which case, the Closing Date therefor shall be the date specified in the selling Member’s notice, and (ii) if the
acquiring Member was the Offeror, the non-refundable earnest money deposit for any future election by the acquiring Member to
buy the selling Member’s Interest shall be twenty percent (20%) of the amount the selling Member is entitled to receive
for its Interest in connection with such future election.


 




    	 	-42-	 



     


    

 


(e)          Closing.
The closing of an acquisition pursuant to this Section 15.1 shall be held on a mutually acceptable date (the “Closing
Date”) not later than sixty (60) days (or, if the Offeree is the acquiring Member, ninety (90) days) after an election
has been made or deemed made under Section 15.1(c). At such closing, the following shall occur:


 


(1)         The
selling Member shall assign to the acquiring Member or its designee the selling Member’s Interest in accordance with the
instructions of the acquiring Member, and shall execute and deliver to the acquiring Member all documents which may be required
to give effect to the disposition and acquisition of such interests, in each case free and clear of all liens, claims, and encumbrances,
with covenants of general warranty; and


 


(2)         The
acquiring Member shall pay to the selling Member the consideration therefor in cash.


 


(f)          Enforcement.
It is expressly agreed that the remedy at law for breach of the obligations of the Members set forth in this Section 15.1
is inadequate in view of (i) the complexities and uncertainties in measuring the actual damage to be sustained by reason of the
failure of a Member to comply fully with such obligations, and (ii) the uniqueness of the Company’s business and the Members’
relationships. Accordingly, each of such obligations shall be, and is hereby expressly made, enforceable by an order of specific
performance.


 


15.2       Forced
Sale Rights.


 


(a)          Offers.
If, at any time following the second anniversary of the date that the Property is initially acquired, either Member (i) desires
to offer the Property or any portion thereof for sale on specified terms, or (ii) receives from an unaffiliated purchaser a bona
fide written cash offer (i.e., not seller financed) for the purchase of the Property or any portion thereof at a price in
excess of the then-pending balance due under the applicable Loan and otherwise on terms that such Member desires for the Company,
or any Subsidiary that owns the applicable portion of the Property (individually or collectively, the “Ownership Entity”),
to accept (such specified terms or bona fide offer being herein called an “Offer”), then the Member
desiring to make or accept the Offer (the “Initiating Member”) shall provide written notice of the terms of
such Offer (each, a “Sale Notice”) to the other Member (the “Non-Initiating Member”).


 




    	 	-43-	 



     


    

 


(b)          Response.
The Non-Initiating Member shall have thirty (30) days from the date of the applicable Sale Notice (the “Response Period”)
to provide written notice to the Initiating Member of whether the applicable Ownership Entity should make or accept the applicable
Offer; the failure to timely deliver such notice shall be deemed to constitute an election to accept the applicable Offer and sell
such Property on the terms of the applicable Offer.


 


(c)          Offer
Unacceptable.


 


(1)         If
the Non-Initiating Member does not wish for the Company, or the applicable Ownership Entity, to make or accept the applicable Offer,
the Initiating Member may elect to sell its Interest to the Non-Initiating Member, in which case the Non-Initiating Member must
purchase the Initiating Member’s Interest in the applicable Property for an amount equal to the amount that would be distributable
to the Initiating Member if the Company had accepted the applicable Offer, closed the sale pursuant to such Offer and, if applicable,
wound up its affairs pursuant to Section 13.


 


(2)         For
purposes of the foregoing calculations, the purchase price for a sale shall be reduced by Imputed Closing Costs therefor. The Initiating
Member must exercise this option, if at all, by delivering written notice thereof to the Non-Initiating Member within twenty (20)
days after the end of the applicable Response Period. The Non-Initiating Member shall pay the Company cash for each Ownership Entity
or the Initiating Member cash for its Interest, as the case may be. Closing shall take place on or before the date specified in
the applicable Sale Notice, but if the Non-Initiating Member is purchasing the Initiating Member’s Interest or one or more
Ownership Entities, the Non-Initiating Member shall have until 120 days after the Sale Notice in which to close. If the Initiating
Member or the Non-Initiating Member defaults at closing, the non-defaulting party shall have the right to bring suit for damages,
for specific performance, or exercise any other remedy available at law or in equity. Upon payment at closing, the Initiating Member
shall execute and deliver all documents reasonably required to transfer the interest being sold.


 


(d)          Offer
Acceptable. If the Non-Initiating Member consents (or is deemed to have consented) to the Company or the applicable Ownership
Entities selling the applicable portion of the Property on the terms of an Offer, then the Initiating Member shall be allowed to
sell the applicable portion of the Property for cash on the terms of the applicable Offer for a period of up to one hundred eighty
(180) days following the expiration of the applicable Response Period. If the Initiating Member obtains a bona fide
third party contract to sell all or any portion of the Property on the terms of the applicable Offer within such one hundred eighty
(180) day period, the Initiating Member shall have an additional period of ninety (90) days after the date of such contract (that
is, not to exceed 270 days after the expiration of the applicable Response Period) in which to consummate the sale. If after having
received the consent (or deemed consent) of the Non-Initiating Member to the sale of such portion of the Property on the terms
of the applicable Offer, the Initiating Member is unable to obtain a bona fide contract within such one hundred eighty
(180) day period, or if after having obtained such bona fide contract, the Initiating Member is unable to consummate
such sale within 270 days after the expiration of the applicable Response Period, then the Initiating Member must again submit
an Offer to the Non-Initiating Member under the terms of this Section 15.2 before it may sell such portion of the Property.


 




    	 	-44-	 



     


    

 


		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 Bluerock:


 


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

712 Fifth Avenue, 9th Floor

New York, New York 10019

Attention: James G. Babb, III


Facsimile No. (646) 278-4220


 


with copies to:


 


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


712 Fifth Avenue, 9th Floor


New York, New York 10022


Attention: Michael Konig, Esq.


Facsimile No. (646) 278-4220


 


and


 


Kaplan, Voekler, Cunningham & Frank, PLC


1401 East Cary Street


Richmond, VA 23223


Attention: S. Edward Flanagan, Esq.


Facsimile No. (804) 823-4099


 


If to Carroll:


 


c/o Carroll Organization, LLC

3340 Peachtree Road, Suite 1620

Atlanta, Georgia 30326

Attention: M. Patrick Carroll


Facsimile No. (404) 523-9372


 




    	 	-45-	 



     


    

 


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
addresses.


 


16.2       Governing
Law; Forum. 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, without regard to its conflicts of law provisions. Any legal action or other legal proceeding
relating to this Agreement or the enforcement of any provision of this Agreement shall only be brought or otherwise commenced in
any state or federal court located in the State of New York. Each of the parties hereto:


 


(a)          Expressly
and irrevocably consents and submits to the exclusive personal jurisdiction of and venue in each state and federal court located
in the State of New York (and each appellate court located in the State of New York), in connection with any such legal proceeding;


 


(b)          Agrees
that each state and federal court located in the State of New York shall be deemed to be a convenient forum; and


 


(c)          Agrees
not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in any state or federal court
located in the State of New York, any claim that it is not subject personally to the jurisdiction of such court, that such legal
proceeding has been brought in an inconvenient forum, that the venue for such proceeding is improper or that this Agreement or
the subject matter of this Agreement may not be enforced in or by such court.


 


Each of the parties hereto
designates CT Corporation System, 1633 Broadway, New York, New York 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.


 


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.


 




    	 	-46-	 



     


    

 


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         Captions
Not Part of Agreement. The 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 and such other written agreements, the terms and provisions of this Agreement shall govern
and control. No amendment or waiver by a party shall be enforceable against that party unless it is in writing and duly executed
by such party.


 


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.


 




    	 	-47-	 



     


    

 


16.12         Limitation
on Liability. Except as set forth in Section 14 and with respect to a Default Loan 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
14.3 and with respect to a Default Loan 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
14.3 and with respect to a Default Loan 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 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 of Bluerock and Carroll
as to itself agree that neither it nor any of its Affiliates, agents, or representatives is granted a license to use or shall use
the name of the other 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 unanimously approved by the Members. Any change in the name of any portion of the Property must be
approved by the Management Committee.


 


16.16         Publicly
Traded Partnership Provision. Each Member hereby severally covenants and agrees with the other Members for the benefit of such
Members, that (a) it is not currently making a market in Interests in the Company and will not in the future make such a market
and (b) 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.


 




    	 	-48-	 



     


    

 


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.


 


16.18         Public
Announcements. Neither Carroll nor any of its Affiliates shall, without the prior approval of Bluerock, issue any press releases
or otherwise make any public statements with respect to the Company or the transactions contemplated by this Agreement, except
as may be required by applicable law or regulation or by obligations pursuant to any listing agreement with any national securities
exchange so long as Carroll or such Affiliate has used reasonable efforts to obtain the approval of Bluerock prior to issuing such
press release or making such public disclosure.


 


16.19         No
Construction Against Drafter. This Agreement has been negotiated and prepared by Bluerock and Carroll 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.


 


Section
17.         Insurance. During the Term, Property Manager,
pursuant to the terms of each Management Agreement, shall procure and maintain insurance as is determined to be appropriate by
the Management Committee (in form and with endorsements, waivers and deductibles and with insurance companies, designated or approved
by Bluerock) naming the Company (and the applicable Subsidiary owning the Property), Bluerock and Carroll as insureds thereunder.


 


[SIGNATURES ON FOLLOWING PAGES]


 




    	 	-49-	 



     


    

 


IN WITNESS WHEREOF, this
Agreement is executed by the Members, effective as of the date first set forth above.


 


	 	BR SW FL PORTFOLIO JV MEMBER, LLC, 
	 	a Delaware limited liability company


 


	 	By:	BRG SW FL Portfolio, LLC, a Delaware limited liability company, its manager


 


	 	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 Konig
	 	Name: Michael Konig 
	 	Title:  Authorized Signatory


 




    	 	-50-	 



     


    

 


	 	CARROLL CO-INVEST IV SW FL PORTFOLIO, 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 Capitol 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


 


	 	For purposes of Sections 6.1(c), 8.2(b), 9.3, 9.4, 9.7 and 17 only, and only for the term Carroll Management Group, LLC is Property Manager under the Management Agreement.
	 	 
	 	CARROLL MANAGEMENT GROUP, LLC


 


	 	By:	/s/ Josh Champion
	 	Name:	Josh Champion
	 	Title:	President


 




    	 	-51-	 



     


    

 


EXHIBIT A


 


Initial Capital Contributions and Percentage
Interests


 


	Member Name	 	Capital Contributions	 	 	Percentage Interest	 
	 	 	 	 	 	 	 
	BR SW FL Portfolio JV Member, LLC	 	$	29,520,225.30	 	 	 	95	%
	 	 	 	 	 	 	 	 	 
	Carroll Co-Invest IV SW FL Portfolio, LLC	 	$	1,553,696.07	**	 	 	5	%



 


**Made up of $718,216.71 (including $274,750.00
in intangible) allocable to the Citation Club Property and $835,479.36 (including $329,000.00 in intangible) allocable to the Summer
Wind Property


 


Management Committee Representatives


 


Bluerock:


 


James G. Babb, III


Jordan B. Ruddy


 


Carroll:


 


Patrick Carroll


Joshua Champion


 




     


     


    

 


EXHIBIT B


 


Annual Business Plan Information


 


		1.	a narrative description of any acquisitions or sales
that are planned and any other activities proposed to be undertaken;



 


		2.	a projected annual income statement (accrual basis) on
a quarter-by-quarter basis;



 


		3.	a projected balance sheet as of the end of the next Fiscal
Year;



 


		4.	a schedule of projected operating cash flow (including
itemized operating revenues, project costs and project expenses) for such Fiscal Year on a quarter-by-quarter basis, including
a schedule of projected operating deficits, if any;



 


		5.	a marketing plan indicating the portions of the Property
that Property Manager recommends be made available for sale or lease and the proposed terms and conditions relating thereto;



 


		6.	a detailed budget reflecting on a line by line basis
all projected operating expenses and any proposed construction and capital expenditures for the Property, including projected
dates for commencement and completion of the foregoing;



 


		7.	a description of the proposed investment of any funds
of the Company which are (or are expected to become) available for investment;



 


		8.	a description, including the identity of the recipient
(if known) and the amount and purpose, of all fees and other payments proposed, expected or projected to be paid for professional
services and, if a fee or payment exceeds $25,000, for other services rendered to or on behalf of the Company by third parties;



 


		9.	a projection of the amount of any anticipated additional
Capital Contributions which may be called for pursuant to Section 5.2(a) and the purposes for which such additional Capital
Contributions may be used; and



 


		10.	such other information requested from time to time by
any Member.



 




     


     


    

 


EXHIBIT C


 


Management Agreements


 




     


     


    

 


Exhibit D


 


Initial Annual Business Plan